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Home My WebLink About01.08.2025@630 Regular CCWednesday, January 8, 2025 6:30 PM City of South San Francisco P.O. Box 711 South San Francisco, CA Library Parks & Recreation Building, Council Chambers 901 Civic Campus Way, South San Francisco, CA City Council Regular Meeting Agenda Teleconference Location: The Godfrey Hotel Boston, 505 Washington St. Boston, MA 02111 1 January 8, 2025City Council Regular Meeting Agenda How to observe the Meeting (no public comment, including via Zoom): 1) Local cable channel: Astound, Channel 26, Comcast, Channel 27, or AT&T, Channel 99 2) https://www.ssf.net/Government/Video-Streaming-City-and-Council-Meetings/City-Council 3) https://www.youtube.com/@CityofSouthSanFrancisco/streams 4) Zoom meeting (streaming only): https://ssf-net.zoom.us/j/81072693726 Webinar ID: 810 7269 3726 Join by Telephone: +1 669 900 6833 How to submit written Public Comment before the City Council Meeting: Members of the public are encouraged to submit public comments in writing in advance of the meeting via the eComment tab by 4:30 p.m. on the meeting date. Use the eComment portal by clicking on the following link : https://ci-ssf-ca.granicusideas.com/meetings or by visiting the City Council meeting's agenda page. eComments are also directly sent to the iLegislate application used by City Council and staff. How to provide Public Comment during the City Council Meeting: COMMENTS ARE LIMITED TO THREE (3) MINUTES PER SPEAKER During a meeting, comments can only be made in person: Complete a Digital Speaker Card located at the entrance to the Council Chambers. Be sure to indicate the Agenda Item # you wish to address or the topic of your public comment. When your name is called, please come to the podium, state your name and address (optional) for the Minutes. American Disability Act: The City Clerk will provide materials in appropriate alternative formats to comply with the Americans with Disabilities Act. Please send a written request to Office of the City Clerk at 400 Grand Avenue, South San Francisco, CA 94080, or email at all-cc@ssf.net. Include your name, address, phone number, a brief description of the requested materials, and preferred alternative format service at least 72-hours before the meeting. Accommodations: Individuals who require special assistance of a disability -related modification or accommodation to participate in the meeting, including Interpretation Services, should contact the Office of the City Clerk by email at all-cc@ssf.net, 72-hours before the meeting. Page 2 City of South San Francisco Printed on 1/13/2025 2 January 8, 2025City Council Regular Meeting Agenda CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE AGENDA REVIEW LEVINE ACT DISCLOSURES (SB 1181) If you have donated $250 or more to the campaign of a South San Francisco elected official in the past twelve (12) months, please read the following paragraphs carefully: • The Levine Act (Gov. Code § 84308) requires any Party, Agent, or Participant, as defined in §84308(a), of a proceeding involving any grants, denials, renewals, restrictions, or modifications to any licenses and permits, entitlements for use, contracts, or franchises (“Proceeding”), to disclose on the record any contributions they have made to any elected, appointed, or candidate for City Officer totaling more than $250 within the preceding 12 months. • The Levine Act also requires any elected, appointed, alternate, or candidate for City Officer who has received a contribution totaling $250 within the past 12 months from a Party, Agent, or Participant of a Proceeding to (1) disclose that fact on the record involving the Proceeding and (2) to recuse themselves from, and in no way attempt to use their official position to influence any decision involving, the Proceeding. • Elected, appointed, alternates, or candidates for City Officer are prohibited from accepting, soliciting, and directing, and Parties, Participants, and Agents are prohibited from making, campaign contributions of more than $250 while the Proceeding is pending and for 12 months after the date a final decision is rendered for the Proceeding. Violations of the Levine Act may result in a civil action brought by the Fair Political Practice Commission (FPPC) for an amount up to five thousand dollars ($5,000) per violation. Any person who knowingly or willfully violates any provision of the Political Reform Act is guilty of a misdemeanor and subject to a fine of up to the greater of ten thousand dollars ($10,000) or three times the amount the person unlawfully contributed upon conviction for each violation. ANNOUNCEMENTS FROM STAFF PRESENTATIONS Presentation from the Boys & Girls Clubs of the Peninsula on their 2024 Report to Stakeholders (Jenny Obiaya, Chief Executive Officer) 1. Presentation from HIP Housing and Certificate honoring Aeva Donze, a South San Francisco Unified School District student, for calendar art entry. (Mayor Eddie Flores) 2. Page 3 City of South San Francisco Printed on 1/13/2025 3 January 8, 2025City Council Regular Meeting Agenda Presentation on new Police Department Drone Program. (Chris Devan, Police Lieutenant) 3. COUNCIL COMMENTS/REQUESTS PUBLIC COMMENTS Under the Public Comment section of the agenda, members of the public may speak on any item not listed on the Agenda and on items listed under the Consent Calendar. Individuals may not share or offer time to another speaker. Pursuant to provisions of the Brown Act, no action may be taken on a matter unless it is listed on the agenda, or unless certain emergency or special circumstances exist. The City Council may direct staff to investigate and/or schedule certain matters for consideration at a future Council meeting . Written comments on agenda items received prior to 4:30 p.m. on the day of the meeting will be included as part of the meeting record but will not be read aloud. If there appears to be a large number of speakers, the Mayor may reduce speaking time to limit the total amount of time for public comments (Gov. Code sec. 54954.3(b)(1).). Speakers that are not in compliance with the City Council's rules of decorum will be muted. CONSENT CALENDAR Matters under the Consent Calendar are considered to be routine and noncontroversial. These items will be enacted by one motion and without discussion. If, however, any Council member (s) wishes to comment on an item, they may do so before action is taken on the Consent Calendar. Following comments, if a Council member wishes to discuss an item, it will be removed from the Consent Calendar and taken up in order after adoption of the Consent Calendar. Motion to approve the Minutes of December 10, 2024 and December 11, 2024 (Rosa Govea Acosta, City Clerk). 4. Report regarding resolutions authorizing the City Manager to execute a primary grant agreement with the San Mateo County Transportation Authority for future Measures A and W Funding and Supporting the Safe Routes to School 2025 Project and approving project number st2507; accepting $4,897,000 in Grant Funding under the 2024 Pedestrian and Bicycle Program Cycle 7; approving Local Match Funds of $500,000; and approving associated Budget Amendment Number 25.032. (Amanda Parker, Management Analyst I/John Wilson, Associate Engineer) 5. Resolution authorizing the City Manager to execute a primary grant agreement with the San Mateo County Transportation Authority for future Measures A and W funding 5a. Resolution supporting the Safe Routes to School 2025 project and approving project number st2507; accepting a San Mateo County Transportation Authority (TA) grant in the amount of $4,897,000 under the 2024 Pedestrian And Bicycle Program Cycle 7; approving local match funds of $500,000; approving associated Budget Amendment Number 25.032; and authorizing the City Manager to execute agreements. 5b. Page 4 City of South San Francisco Printed on 1/13/2025 4 January 8, 2025City Council Regular Meeting Agenda Staff report regarding adoption of a resolution approving the updated California Governor’s Office of Emergency Services Form 130 in order to accurately reflect the City of South San Francisco’s designated agents who are authorized to pursue state financial assistance under the Robert T. Stafford Disaster Relief and Emergency Assistance Act of 1988 and the California Disaster Assistance Act. (Karen Chang, Director of Finance) 6. Resolution approving the updated California Governor’s Office of Emergency Services Form 130 in order to accurately reflect the City of South San Francisco’s designated agents who are authorized to pursue state financial assistance under the Robert T. Stafford Disaster Relief and Emergency Assistance Act of 1988 and the California Disaster Assistance Act. 6a. Report regarding a resolution accepting a $10,000 grant from Genentech towards the 2025 South San Francisco Lunar New Year Night Market, and approving Budget Amendment Number 25.034 appropriating the funds. (Ernesto Lucero, Economic Development Manager) 7. Resolution accepting a $10,000 grant from Genentech towards the 2025 South San Francisco Lunar New Year Night Market, and approving Budget Amendment Number 24.034 appropriating the funds. 7a. Report regarding adoption of a resolution approving the Second Amendment to the Lease Agreement for use of the Economic Advancement Center located at 366 Grand Avenue in South San Francisco to extend the Lease until August 31, 2025. (Ernesto Lucero, Economic Development Manager). 8. Resolution authorizing the City Manager to execute the Second Amendment to the lease agreement for use of the Economic Advancement Center located at 366 Grand Avenue in South San Francisco to extend the Lease until August 31, 2025. 8a. Report regarding a resolution authorizing the acceptance of $2,601.54 in funding from San Mateo County Registration and Elections Division to support an 11-Day Vote Center at the Main Library, Library | Parks and Recreation Center, for the March 4, 2025, Special Election and amending the Library Department’s Fiscal Year 2024-25 Operating Budget via Budget Amendment Number 25.033. (Valerie Sommer, Library Director) 9. Resolution authorizing the acceptance of $2,601.54 in funding from San Mateo County Registration and Elections Division to support an 11-Day Vote Center at the Main Library, Library | Parks and Recreation Center, for the March 4, 2025 Special Election and amending the Library Department’s Fiscal Year 2024-25 Operating Budget via Budget Amendment Number 25.033. (Valerie Sommer, Library Director) 9a. Page 5 City of South San Francisco Printed on 1/13/2025 5 January 8, 2025City Council Regular Meeting Agenda Report regarding a resolution authorizing the acceptance of a donation of 210 meals to the City of South San Francisco, prepared by Foundry & Lux on behalf of the tenants of The Cove at Oyster Point, a property of Healthpeak Life Science, Inc., to acknowledge public safety staff during the holiday season. (Christina Fernandez, Deputy City Manager) 10. Resolution authorizing the acceptance of a donation of 210 meals to the City of South San Francisco, prepared by Foundry & Lux on behalf of the tenants of The Cove at Oyster Point, a property of Healthpeak Life Science, Inc., to acknowledge public safety staff during the holiday season. 10a. ADMINISTRATIVE BUSINESS Report regarding a Study Session on a proposed business improvement district in South San Francisco. (Ernesto Lucero, Economic Development Manager) 11. Report regarding a resolution authorizing the City Manager to execute a two-year professional services agreement with Flock Safety for the installation of 12 new automated license plate recognition cameras and service of forty automated license plate recognition cameras in an amount not to exceed $241,800 (Scott Campbell, Chief of Police) 12. Resolution approving a two-year professional services agreement with Flock Safety for the installation of 12 new automated license plate recognition cameras and service of 40 automated license plate recognition cameras in an amount not to exceed $241,800 and authorizing the City Manager to execute the agreement. 12a. Report regarding the award of a Consulting Services Agreement to Biggs Cardosa Associates, Inc. for the Grand Avenue Bridges Project. (Lawrence Henriquez, Senior Civil Engineer) 13. Resolution awarding a Consulting Services Agreement to Biggs Cardosa Associates, Inc. of San Jose, California for preliminary engineering, environmental, and design services (Plans, Specifications, and Estimate (PS&E)) for the Grand Avenue Bridges Project (st1804) in an amount not to exceed $701,254.00; and approve Budget Amendment Number 25.030 to remove $148,000 in Citywide Traffic Impact Fees from the project budget; and authorize the City Manager to execute the Consulting Services Agreement.. 13a. Report regarding an ordinance establishing a permit process for single room occupancy hotel closures, redevelopments, or changes of use including noticing and relocation benefits for residents. (Pierce Abrahamson, Management Analyst II) 14. Page 6 City of South San Francisco Printed on 1/13/2025 6 January 8, 2025City Council Regular Meeting Agenda Urgency Ordinance amending the South San Francisco Municipal Code to add Chapter 8.90 (Single Room Occupancy Hotel Conversion) to Title 8 to define and expand relocation benefits for tenants of single room occupancy (SRO) hotels and formalize a local approval process for SRO hotel closures, and mandate additional noticing before a building with SRO units is closed and or converted. 14a. Ordinance amending the South San Francisco Municipal Code to add Chapter 8.90 (Single Room Occupancy Hotel Conversion) to Title 8 to define and expand relocation benefits for tenants of single room occupancy (SRO) hotels and formalize a local approval process for SRO hotel closures, and mandate additional noticing before a building with SRO units is closed and or converted. 14b. Report regarding the adoption of urgency and standard ordinances establishing a permit process for mobile home park closures, redevelopments, or changes of use, including noticing and relocation benefits. (Pierce Abrahamson, Management Analyst II) 15. Urgency Ordinance amending the South San Francisco Municipal Code to add Chapter 8.80 (Mobile Home Park Conversion) to Title 8 to define and expand relocation benefits for tenants of mobile home parks and formalize a local approval process for mobile home park closure, and mandate additional noticing before a park is closed and or converted. 15a. Ordinance amending the South San Francisco Municipal Code to add Chapter 8.80 (Mobile Home Park Conversion) to Title 8 to define and expand relocation benefits for tenants of mobile home parks and formalize a local approval process for mobile home park closure, and mandate additional noticing before a park is closed and or converted. 15b. Report regarding an ordinance amending Chapter 8.78 (“Mooring Regulations”) of the South San Francisco Municipal Code (Rich Lee, Assistant City Manager; Sky Woodruff, City Attorney) 16. Ordinance amending Chapter 8.78 (“Mooring Regulations”) of the South San Francisco Municipal Code to provide regulations for mooring in the City’s navigable waterways. 16a. ITEMS FROM COUNCIL – COMMITTEE REPORTS AND ANNOUNCEMENTS CLOSED SESSION Conference with Legal Counsel-Anticipated Litigation Significant exposure to litigation pursuant to Government Code Section 54956.9(d)(2): Two potential cases 17. Page 7 City of South San Francisco Printed on 1/13/2025 7 January 8, 2025City Council Regular Meeting Agenda Public Employee Performance Evaluation (Pursuant to Government Code Section 54957) Title: City Manager 18. ADJOURNMENT Page 8 City of South San Francisco Printed on 1/13/2025 8 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-1132 Agenda Date:1/8/2025 Version:1 Item #:1. Presentation from the Boys & Girls Clubs of the Peninsula on their 2024 Report to Stakeholders (Jenny Obiaya, Chief Executive Officer) City of South San Francisco Printed on 1/3/2025Page 1 of 1 powered by Legistar™9 Annual Report City Council of South San Francisco January 8, 2025 10 Who We Are OUR VISION All youth grow up to lead fulfilling lives fueled by their passions, talents, and love of learning OUR MISSION To empower the youth in our community with equitable access to social, academic, and career opportunities to thrive Orange Park Clubhouse Keystone Leadership students enjoying "Chill Time" before jumping into the academic block 11 Who We Serve •Nearly 6,000 students, TK through College •29 Sites from East Palo Alto to Daly City 12 Zooming in on SSF 13 Academics Academic Centers in action at Sunshine Gardens! Students learning foundational numeracy skills. Future Grads Students at a high school campus Summer Academy at Skyline College 14 Mental Health Group Therapy •Many of the students we serve grapple with additional stressors, such as food and housing insecurity and immigration challenges. •We have a team of ten certified therapists serving over 700 of our youth in recurring 1:1 therapy, group counseling and peer to peer support groups. We have a therapist at our Orange Park clubhouse 4 days per week. •All of our services are FREE to students, no insurance needed (1 hour of therapy typically costs ~$300 out of pocket) 15 Enrichment Sports Culinary Folklorico Dance Galileo 16 Career Pathways Making the most of a day off of school – students visiting YouTube and chatting with CEO, Neal Mohan Rivian visits Orange Park Clubhouse 17 Current Orange Park Clubhouse •Capacity challenges •Program limitations •Old building Students engaging in Art In Action 18 Due to space constraints, we have split the Games Room to create “classroom” space Current South San Francisco Clubhouse Interior 19 Nonfunctional kitchen – currently making meals in East Palo Alto and driving them up to S. San Francisco Windowless classroom with temporary wall to accommodate different grade levels Current South San Francisco Clubhouse Interior 20 Student bathrooms - constant plumbing issues No easily accessible staff bathroom 8th grade classroom not ADA compliant/wheelchair accessible Current South San Francisco Clubhouse Interior 21 Current South San Francisco Clubhouse Complex 22 Future South San Francisco Clubhouse Complex 23 Street View Before After 24 Entrance Before After 25 Gymnasium Before After 26 High School Center Before (garage used for storage)After 27 Coming Soon: Community Meeting 28 Thank you, City of South San Francisco! Flor Nicolas, City Councilmember Eddie Flores, SSF Mayor and BGCP Board Member 29 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-13 Agenda Date:1/8/2025 Version:1 Item #:2. Presentation from HIP Housing and Certificate honoring Aeva Donze, a South San Francisco Unified School District student, for calendar art entry. (Mayor Eddie Flores) City of South San Francisco Printed on 1/3/2025Page 1 of 1 powered by Legistar™30 CITY OF SOUTH SAN FRANCISCO Certificate of Recognition AEVA DONZE The City Council of South San Francisco does hereby congratulate you on having your artwork included in HIP Housing’s 2025 Calendar. Thank you for your participation and for representing our city. You are an inspiration to our community. Presented on this 8th day of January 2025 by the City Council of South San Francisco. Eddie Flores, Mayor District 5 Mark Addiego, Vice Mayor District 1 James Coleman, Councilmember District 4 Mark Nagales, Councilmember District 2 Buenaflor Nicolas, Councilmember District 3 31 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-1222 Agenda Date:1/8/2025 Version:1 Item #:3. Presentation on new Police Department Drone Program.(Chris Devan, Police Lieutenant) City of South San Francisco Printed on 1/3/2025Page 1 of 1 powered by Legistar™32 33 UAS/UAV Program Benefits Authorized Uses Prohibited Uses Program Development Equipment Overview Safety Measures and Regulations Fire Department Program Overview 34 35 36 37 38 39 40 41 42 43 44 45 46 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-20 Agenda Date:1/8/2025 Version:1 Item #:4. Motion to approve the Minutes of December 10, 2024 and December 11, 2024 (Rosa Govea Acosta, City Clerk). City of South San Francisco Printed on 1/9/2025Page 1 of 1 powered by Legistar™47 CALL TO ORDER Mayor Coleman called the meeting to order at 6:31 p.m. ROLL CALL Councilmember Addiego, present Councilmember Nagales, present Councilmember Nicolas, present Vice Mayor Flores, present Mayor Coleman, present POSTING OF COLORS Members of the South San Francisco Police Explorers honorably and duly posted colors. PLEDGE OF ALLEGIANCE Led by Sunshine Gardens Elementary student Jerry Alarcon and Spruce Elementary School student Jeremy Alessandro Salazar. NATIONAL ANTHEM Performed by Roxana Damas with Diversity RD Global. INVOCATION Pastor Mark Dobrin of Good News Chapel. Introduction of Elected Officials in attendance Mayor Coleman introduced the elected officials and representatives who were in attendance. PUBLIC COMMENTS - Comments are limited to items on the Special Meeting Agenda. The following individual(s) addressed the City Council: • Julio Garcia • Miriam Taracena Mayor Declares the Purpose of the Meeting: Reorganization of the City Council Mayor Coleman declared the purpose of the meeting to be the reorganization of the City Council. 1. Presentation to Outgoing Mayor and Outgoing Mayor Remarks. The Council read a proclamation into the record and presented it to Mayor Coleman. Vice Mayor Flores stated a donation would be made on behalf of Mayor Coleman to the holiday toy drive. Mayor Coleman thanked the Council and provided outgoing remarks. MINUTES SPECIAL MEETING CITY COUNCIL REORGANIZATION CITY OF SOUTH SAN FRANCISCO TUESDAY, DECEMBER 10, 2024 6:30 p.m. South San Francisco Conference Center 252 South Airport Boulevard South San Francisco, CA 48 SPECIAL CITY COUNCIL MEETING DECEMBER 10, 2024 MINUTES PAGE 2 2. Resolution No. 171-2024 canvassing returns and declaring results of the 2024 General Municipal Election of November 5, 2024. City Clerk Govea Acosta read into the record resolution 171-2024. Motion - Councilmember Nicolas / Second - Councilmember Nagales: To approve Resolution No. 171-2024 canvassing returns and declaring results of the 2024 General Municipal Election of November 5, 2024, by roll call vote: AYES: Councilmembers Addiego, Nagales and Nicolas, Vice Mayor Flores, and Mayor Coleman; NAYS: None; ABSENT: None; ABSTAIN: None. 3. Oath of office Administered to Officials Elected on November 5, 2024, General Municipal Election. 1. Honorable Councilmember Mark Nagales, District 2 Sworn in by: Honorable Trustee Amy Lam 2. Honorable Councilmember James Coleman, District 4 Sworn in by: Honorable San Mateo County Board Supervisor Noelia Corzo 4. Reorganization of the City Council: a) Nominations for Mayor Appointment: Honorable Eddie Flores was appointed as Mayor. Oath: Mayor Flores was sworn in by Honorable San Mateo County Board Supervisor David Canepa. Motion – Councilmember Addiego/ Second - Councilmember Nicolas: To nominate and appoint Honorable Eddie Flores to serve as Mayor of the City of South San Francisco by roll call vote: AYES: Councilmembers Addiego, Nagales, and Nicolas, Vice Mayor Flores, and Mayor Coleman; NAYS: None; ABSENT: None; ABSTAIN: None PUBLIC COMMENT - The following individual addressed the City Council: • Honorable San Mateo County Board Supervisor Noelia Corzo b) Nominations for Vice Mayor Appointment: Honorable Mark Addiego was appointed as Vice Mayor. Oath: Vice Mayor Addiego was Sworn in by City Attorney Sky Woodruff. Motion - Councilmember Nagales/ Second - Councilmember Coleman: To nominate and appoint Honorable Mark Addiego to serve as Vice Mayor of the City of South San Francisco by roll call vote: AYES: Councilmembers Addiego, Coleman, Nagales, and Nicolas, and Mayor Flores; NAYS: None; ABSENT: None; ABSTAIN: None 5. Incoming Mayor’s remarks and Special Ceremony. Mayor Flores delivered incoming remarks. 6. Performance by Grupo Folklorico Maiz. 49 SPECIAL CITY COUNCIL MEETING DECEMBER 10, 2024 MINUTES PAGE 3 ADJOURNMENT Being no further business, Mayor Flores adjourned the meeting at 8:15 p.m. Submitted by: Approved by: Rosa Govea Acosta Eddie Flores City Clerk Mayor Approved by the City Council: / / NOTE: The Meeting Minutes represent actions taken during the meeting of the City Council. Complete Council members' discussions of meeting items can be viewed in archived video/audio recordings on the City’s website at https://www.ssf.net/Government/Video-Streaming-City-and-Council-Meetings/City-Council Public comments submitted via the eComment portal can be viewed in the City Clerk’s repository at https://ci-ssf-ca.granicusideas.com/meetings?scope=past 50 CALL TO ORDER Mayor Flores called the meeting to order at 6:30 p.m. ROLL CALL Councilmember Coleman, present Councilmember Nagales, present Councilmember Nicolas, present Vice Mayor Addiego, present Mayor Flores, present PLEDGE OF ALLEGIANCE Mental Health Clinician Prete led the pledge. AGENDA REVIEW No changes. LEVINE ACT DISCLOSURES (SB 1181) Following an inquiry, the Council reported no disclosures. ANNOUNCEMENTS FROM STAFF Police Chief Campbell introduced Mental Health Clinician Charli Prete. Clinician Prete thanked the Council and shared her excitement to join the team. Senior Engineer Torres provided an update on the Crack Seal Patch & Base Repair Project and the Smart Corridor Expansion Project. Management Analyst Donner announced the final date to submit the Annual Letters to Santa is on Wednesday December 18, 2024. She also shared the Holiday Light Map is available online to assist the community in enjoying the holiday lights displayed in various neighborhoods. Executive Assistant to the City Manager Patea solicited volunteers for the Holiday Drive on 12/19, 12/22, and 12/23. She also informed the community of the Santa Comes to Old Town event on 12/21 at 500 Linden Ave. and reminded all of the Holiday Office Closures during 12/24/24-1/2/25. MINUTES REGULAR MEETING CITY COUNCIL CITY OF SOUTH SAN FRANCISCO WEDNESDAY, DECEMBER 13, 2024 6:30 p.m. Library Parks and Recreation Building Council Chambers 901 Civic Campus Way, South San Francisco, CA 51 REGULAR CITY COUNCIL MEETING DECEMBER 11, 2024 MINUTES PAGE 2 Meeting recessed at 6:42 p.m. Meeting resumed at 6:44 p.m. PRESENTATIONS 1. Colma Creek Trash Capture Presentation (Jim Porter, Town of Colma) Jim Porter provided a presentation to the Council to discuss the scope of work of the project. He shared the project is anticipated to be completed by 2026. 2. Presentations from the Parking Place Commission and Traffic Safety Commission. (Marissa Garren, Public Works Management Analyst II) Management Analyst Garren introduced Parking Place and Traffic Safety Commissioners. Chair Abaca provided a presentation on the Parking Place Commission and Vice Chair Yuen presented on the Traffic Safety Commission. 3. Presentation from the Commission on Equity and Public Safety. (Devin Stenhouse, DEI Officer) DEI Officer Stenhouse introduced Chair Junio. Chair Junio introduced the commissioners present and provide a presentation to the Council. The following individual addressed the City Council: • Michael Harris COUNCIL COMMENTS/REQUESTS Councilmember Nagales thanked Executive Director Jim McGuire and SSF Conference Center staff hosting the reorganization event and acknowledged outgoing and incoming Mayors for their leadership. He shared the Transportation Authority conducted a walk audit and announced projects have been approved. At his request, Principal Engineer Ruble provided an update on the projects and noted the item will be brought to the Council in January. Councilmember Coleman congratulated Mayor Eddie Flores and shared he looks forward to a productive year. He also appraised the Council of events attended to include the Christmas Tree Lighting, SFO Airport Christmas Event, and Santa Comes to Town. He highlighted the support for local businesses and thanked them for their participation in recent events. Councilmember Nicolas congratulated the incoming Mayor, Vice Mayor, and staff for a successful reorganization event. She also encouraged the community to complete the Age-Friendly Survey as the City embarks on it’s Action Plan. She requested the meeting be adjourned in memory of Mark Schwery, Dioscoro Biyo, Victoria Nocum, Gregorio Reyes, Catalina Lahip, Howard Stillman, and Fernando Teglia. Vice Mayor Addiego recognized the passing of Ferando Teglia and highlighted his legacy. He acknowledged an email received expressing concerns surrounding homelessness and encouraged the Council to review and consider how to best address the matter. He also shared discussions that occurred during the Bay Conservation Development Commission meetings and noted he looks forward to future conversations and ideas. 52 REGULAR CITY COUNCIL MEETING DECEMBER 11, 2024 MINUTES PAGE 3 Mayor Flores expressed his gratitude and excitement for an upcoming productive year. He acknowledged staff for their exceptional work and service throughout the Winter season. He highlighted the success of Santa Comes to Town and acknowledged the participation of local businesses. He reminded all that the Holidays can be challenging for some and that the 988 Hotline is available as a resource. Lastly, he recognized the significance of remaining personable as an elected leader and wished the community a Happy Holiday Season. PUBLIC COMMENTS – NON-AGENDA ITEMS The following individuals addressed the City Council: • Cynthia Marcopulos • Cory David • Dominick Govea CONSENT CALENDAR The Assistant City Clerk duly read the Consent Calendar, after which the Council voted. 4. Motion to approve the Minutes for November 13, 2024. (Rosa Govea Acosta, City Clerk) 5. Motion to approve the re-appointment of advisory body members to the Bicycle and Pedestrian Advisory Commission (BPAC), Cultural Arts Commission, and Youth Commission. (Rosa Govea Acosta, City Clerk) 6. Motion to accept the construction improvements of the East of 101 Transit Expansion Project, (tr2203) as complete in accordance with plans and specifications (Total Construction Cost $639,906.44). (Angel Torres and Audriana Hossfeld, Senior Civil Engineers) 7. Report regarding Resolution No. 172-2024 authorizing the City Manager to execute the First Amendment to the Public Art Agreement between the City of South San Francisco with Ride Art, LLC of Berkeley, California for extended storage fees and risk insurance for the Caltrain Public Art Installation (Project No. pf2102) in an amount not to exceed $6,250. (Philip Vitale, Deputy Director of Capital Projects) 8. Report regarding Resolution No. 173-2024 accepting reimbursement in the amount of $2,575.20 from Caltrain for costs related to the Karyl Matsumoto Plaza ribbon cutting and Caltrain Electrified Service Launch Party events (Rich Lee, Assistant City Manager) 9. Report regarding Resolution No. 174-2024 approving and authorizing the City Manager to execute a Project Partnership Agreement with the Department of the Army for the Design and Implementation of the Water Quality Control Plant Sea Level Rise Project and approving Budget Amendment Number 25.029 (Audriana Hossfeld, Senior Civil Engineer) 10. Report regarding Resolution No. 175-2024 approving the Updated San Mateo County Operational Area Emergency Services Council Joint Powers Agreement, allowing the City of South San Francisco to continue partnering with the County of San Mateo’s Department of Emergency Management and engage in operational area planning with respect to all 53 REGULAR CITY COUNCIL MEETING DECEMBER 11, 2024 MINUTES PAGE 4 phases of emergency management including: preparedness, mitigation, response, and recovery. (Matt Samson, Fire Chief) 11. Report regarding Resolution No. 176-2024 approving the Annual Impact Fee and Sewer Capacity Charge Report for Fiscal Year 2023-24. (Karen Chang, Director of Finance) 12. Report regarding Resolution No. 177-2024 authorizing the filing of an application for the Metropolitan Transportation Commission (MTC) Active Transportation Capital Design Technical Assistance Grant for $300,000 for the Colma South San Francisco El Camino Real Bike and Pedestrian Improvements Project (tr2415) (Audriana Hossfeld, Senior Civil Engineer) 13. Report regarding Resolution No. 178-2024 accepting $30,000 from Genentech, Inc to support the Library’s Summer Learning Challenge 2025, amending the Library Department’s Fiscal Year 2024-25 Operating Budget and approving Budget Amendment Number 25.028. (Valerie Sommer, Library Director) 14. Report regarding adoption of Ordinance No. 1663-2024 amending Chapter 2.85 of the South San Francisco Municipal Code to clarify the protocol for filling vacancies on the Equity and Public Safety Commission. (Schuyler Schwartz, Assistant City Attorney) 15. Report regarding Resolution 179-2024 approving a lease agreement with Bar Antz, LLC (DBA Bitters & Bottles) for the commercial space, kitchen, and rear garage at 240 Grand Avenue. (Katie Donner, Management Analyst I) Motion – Councilmember Nicolas /Second – Councilmember Coleman: To approve Consent Calendar items 4-15 by roll call vote: AYES: Mayor Flores, Vice Mayor Addiego, Councilmembers Coleman, Nicolas, and Nagales; NAYS: None; ABSENT: None; ABSTAIN: None. PUBLIC HEARING 16. Report regarding Resolution No. 180-2024 amending the City of South San Francisco’s Community Development Block Grant Program Year 2024-2025 Annual Action Plan and authorizing its submittal and all other required documents to the U.S. Department of Housing and Urban Development; (Alvina Condon, Management Analyst II) Management Analyst Condon presented the report. Associate Engineer Wilson discussed public facilities and infrastructure improvements. The Council engaged in questions and discussions surrounding the possibility of reclassification for underserved communities. Motion – Councilmember Coleman /Second – Vice Mayor Addiego: To approve Resolution No. 180-2024 amending the City of South San Francisco’s Community Development Block Grant Program Year 2024-2025 Annual Action Plan and authorizing its submittal and all other required documents to the U.S. Department of Housing and Urban Development by roll call vote: AYES: Mayor Flores, Vice Mayor Addiego, Councilmembers Coleman, Nagales and Nicolas; NAYS: None; ABSENT: None; ABSTAIN: None. 54 REGULAR CITY COUNCIL MEETING DECEMBER 11, 2024 MINUTES PAGE 5 ADMINISTRATIVE BUSINESS 17. Report regarding Resolution No. 181-2024 authorizing the City Manager to execute a Memorandum of Understanding between the County of San Mateo and the South San Francisco Police Department to continue the Community Wellness Crisis Response Team program in South San Francisco for Fiscal Year 2024-25. (Adam Plank, Police Captain) Captain Plank presented the report. The Council and staff engaged in discussions surrounding the funding and costs required to continue the program. 18. Report regarding Resolution No. 182-2024 approving the sale of a City-owned Below Market Rate (BMR) housing unit at 2230 Gellert Boulevard, Unit 3209 (APN 104540190) and authorizing the City Manager to execute related sale documents. (Elia Moreno, Management Analyst I) Management Analyst Moreno presented the report. 19. Report regarding a project status update on the Preliminary Engineering and Environmental phase of the South Linden Avenue and Scott Street Grade Separation Project (Project No. st1004) (Angel Torres, Senior Engineer) Senior Engineer Torres provided the project update. ITEMS FROM COUNCIL – COMMITTEE REPORTS AND ANNOUNCEMENTS 20. Council to discuss candidate endorsement for C/CAG vacancies and OneShoreline recruitment. (Mayor) Mayor Flores indicated he is seeking direction from the Council for the current vacancies and recruitment. The Council engaged in questions and discussion and provided Mayor Flores with direction. 21. Council discussion on City Selection Committee candidates. (Mayor) Mayor Flores indicated he is seeking direction from the Council for committee candidates. The Council engaged in discussion and provided direction. CLOSED SESSION Entered into Closed Session: 8:42 p.m. 22. Conference with Labor Negotiators (Pursuant to Government Code Section 54957.6) Agency designated representatives: Sharon Ranals, City Manager, Rich Lee, Assistant City Manager, Leah Lockhart, Human Resources Director Employee organizations: AFSCME Local 829, IAFF Local 1507, SSF Police Association, Teamsters Local 856-Confidential, Teamsters Local 856-Mid-Management, Unrepresented Groups 55 REGULAR CITY COUNCIL MEETING DECEMBER 11, 2024 MINUTES PAGE 6 23. Conference with Real Property Negotiators (Pursuant to Government Code Section 54956.8) Properties: Parcels on Sign Hill, South San Francisco (APNs 012-351-020, 012-351-030, 012-024-060, 012-024-070, 012-024-080, 012-024- 090, 012-024-100, 012-024-110, and 012-024-120) Agency Negotiators: Nell Selander, Economic & Community Development Director; Greg Mediati, Parks and Recreation Director; and Sky Woodruff, City Attorney Negotiating parties: Syme Venture Partners LP Under negotiation: Price and terms Resumed from Closed Session: 9:28 p.m. ADJOURNMENT Being no further business, Mayor Flores adjourned the City Council meeting at 9:29 p.m. *** Adjourned in Memory of Mark Schwery, Dioscoro Biyo, Victoria Nocum, Gregorio Reyes, Catalina Lahip, Howard Stillman, and Fernando Teglia. *** Submitted by: Approved by: Jazmine Miranda Eddie Flores Assistant City Clerk Mayor Approved by the City Council: / / NOTE: The Meeting Minutes represent actions taken during the meeting of the City Council. Complete Council member's discussions of meeting items can be viewed in archived video/audio recordings on the City’s website at https://www.ssf.net/Government/Video-Streaming-City-and-Council-Meetings/City- Council Public comments submitted via the eComment portal can be viewed in the City Clerk’s repository at https://ci-ssf-ca.granicusideas.com/meetings?scope=past 56 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-1185 Agenda Date:1/8/2025 Version:1 Item #:5. Report regarding resolutions authorizing the City Manager to execute a primary grant agreement with the San Mateo County Transportation Authority for future Measures A and W Funding and Supporting the Safe Routes to School 2025 Project and approving project number st2507;accepting $4,897,000 in Grant Funding under the 2024 Pedestrian and Bicycle Program Cycle 7;approving Local Match Funds of $500,000;and approving associated Budget Amendment Number 25.032.(Amanda Parker,Management Analyst I/John Wilson, Associate Engineer) RECOMMENDATION It is recommended that the City Council: 1.Adopt a resolution authorizing the City Manager to execute a Primary Grant Agreement (PGA)with the San Mateo County Transportation Authority (TA)to ensure eligibility for Measure A and Measure W grant funding. 2.Adopt a resolution to support the Safe Routes to School 2025 project by adopting Project Number st2507,accepting $4,897,000 from the San Mateo County Transportation Authority,approving local match funds of $500,000, and approving associated Budget Amendment Number 25.032. BACKGROUND/DISCUSSION Primary Grant Agreement The San Mateo County Transportation Authority (TA)administers Measure A and Measure W funding to support transportation-related projects throughout San Mateo County.These measures are critical in advancing transportation goals by addressing congestion and improving infrastructure.Measures A and W provide essential resources for local safety improvement,pedestrian and bicycle infrastructure,and congestion relief projects. In 1988,San Mateo County voters approved Measure A,a 20-year half-cent sales tax to fund and leverage additional resources for transportation projects and programs in the county.This approval also established the TA to manage and administer the sales tax revenues in accordance with the Transportation Expenditure Plan (TEP).In 2004,voters reauthorized Measure A and adopted a new TEP,extending the tax for an additional 25 years,from January 1,2009,through December 31,2033.The new TEP established funding categories for Transit,Highway Improvements,Local Streets/Transportation,Grade Separations,Pedestrian and Bicycle Improvements, and Alternative Congestion Relief projects. In 2018,San Mateo County voters approved Measure W,introducing a 30-year half-cent sales tax,effective from July 1,2019,through June 30,2048.This measure aims to fund and leverage additional resources for transportation projects consistent with the Measure W Congestion Relief Plan.The San Mateo County Transit District (District)is responsible for levying the tax and administering 50%of the proceeds,which are allocated to the County Public Transportation Systems category.The remaining 50%of Measure W funds are managed by the TA and are designated for Countywide Highway Congestion Improvements;Local Safety,Pothole,and Congestion Relief Improvements,including Grade Separations;Bicycle and Pedestrian Improvements;and City of South San Francisco Printed on 1/3/2025Page 1 of 4 powered by Legistar™57 File #:24-1185 Agenda Date:1/8/2025 Version:1 Item #:5. Congestion Relief Improvements,including Grade Separations;Bicycle and Pedestrian Improvements;and Regional Transit Connections. Historically,the TA has executed separate funding agreements and memoranda of understanding,or amendments thereto,for each phase of each project.To streamline the contracting process,the TA has introduced a new Primary Grant Agreement (PGA)covering a 10-year term.Under the PGA,concise individual project supplements will outline the details and requirements for each funded project during the agreement period.This approach is similar to those used by agencies such as Caltrans and the Metropolitan Transportation Commission (MTC) with their respective Master Agreements. To remain eligible for current and future Measure A and Measure W funding,the TA requires the City Council to adopt a resolution authorizing the execution of the PGA by March 1, 2025. By adopting the resolution,the City of South San Francisco will formalize its eligibility to receive TA funding under Measures A and W over the next 10 years for various projects,including roadway improvements,public transit initiatives,and bicycle and pedestrian infrastructure enhancements.These grants are essential for advancing the City's transportation goals, improving mobility, and supporting sustainable growth. Staff recommend that the City Council authorize the City Manager to execute the Primary Grant Agreement with the TA to ensure the City's eligibility for current and future Measure A and Measure W funding opportunities. Safe Routes to School 2025 Project The Safe Routes to School 2025 Project is an essential initiative to improve safety and mobility for schoolchildren traveling to and from Alta Loma Middle School,Buri Buri Elementary School,Parkway Heights Middle School,and Ponderosa Elementary School.This project aligns with the TA’s Pedestrian and Bicycle Program,which supports projects that enhance biking and walking accessibility and safety throughout the county. Under the 2024 Pedestrian and Bicycle Program Cycle 7,the City has been recommended for three grants totaling $4,897,000 in funding.These grants will provide vital resources for pedestrian and bicycle infrastructure improvements around the four schools.The total estimated cost for the Safe Routes to School Project (st2507)is $5,397,000.The City will match these grants with $500,000 in Citywide Transportation Impact Fees. The three grants awarded to the City are as follows: 1.Parkway Heights Middle School Pedestrian and Bike Improvements o Grant Amount: $2,000,000 o Match Requirement: 10% ($200,000) 2.Ponderosa Elementary School Pedestrian and Bike Improvements o Grant Amount: $897,000 o Match Requirement: 11.1% ($100,000) 3.Alta Loma Middle and Buri Buri Elementary Schools Pedestrian and Bike Improvements City of South San Francisco Printed on 1/3/2025Page 2 of 4 powered by Legistar™58 File #:24-1185 Agenda Date:1/8/2025 Version:1 Item #:5. o Grant Amount: $2,000,000 o Match Requirement: 10% ($200,000) These grants will fund crucial infrastructure improvements identified in the 2023 and 2024 school walk audits, which involved collaboration between City and school staff,students,and parents.The audits pinpointed areas where safety and accessibility improvements are needed.The project will manage the implementation of these improvements,which aim to enhance pedestrian and cyclist safety near the schools and support the City's broader mobility and safety goals. The proposed project will include several key safety measures, such as: ·Upgraded and new walkways, including sidewalks, curb extensions, and raised crosswalks. ·Installation of traffic control devices,such as high-visibility crosswalks,school speed zones,and protected bike lanes. ·Install traffic calming measures,such as neighborhood traffic circles,speed tables,and speed bumps,to reduce vehicle speeds along school routes. These improvements align with the City's General Plan goals,which prioritize the safety of vulnerable road users, promote sustainable modes of transportation, and ensure the safe passage of children to and from school. By adopting this resolution,the City will secure funding for these critical transportation and infrastructure projects, advancing mobility and safety goals for the community. FISCAL IMPACT While there is no immediate fiscal impact associated with executing the Primary Grant Agreement,the Safe Routes to School 2025 project fiscal impact includes $4,897,000 in grant funding under the 2024 Pedestrian and Bicycle Program Cycle 7,which requires a local match of $500,000,which will be funded from the Citywide Transportation Impact Fees.Future projects funded under Measure A and Measure W will provide financial resources to supplement the City's transportation programs. RELATIONSHIP TO STRATEGIC PLAN The proposed actions align with the City's Strategic Plan objective of enhancing Quality of Life by upgrading infrastructure that promotes safety,accessibility,and active transportation.The execution of the PGA ensures eligibility for Measure A and Measure W funding,supporting the City's long-term transportation initiatives. Likewise,the Safe Routes to School 2025 project directly addresses the Strategic Plan's goals by enhancing pedestrian and cyclist safety,particularly for schoolchildren,and encouraging sustainable modes of transportation. CONCLUSION Approval of the resolutions will allow the City to advance key transportation initiatives.By authorizing the City Manager to execute the Primary Grant Agreement with the San Mateo County Transportation Authority, the City secures eligibility for Measure A and Measure W funding,for the next decade,ensuring ongoing support for vital transportation projects. Adopting the resolution for the Safe Routes to School 2025 project,including assigning project number st2507, accepting $4,897,000 in grant funding from the San Mateo County Transportation Authority,approving $500,000 in local match funding,and approving Budget Amendment Number 25.032 will facilitate vitalCity of South San Francisco Printed on 1/3/2025Page 3 of 4 powered by Legistar™59 File #:24-1185 Agenda Date:1/8/2025 Version:1 Item #:5. $500,000 in local match funding,and approving Budget Amendment Number 25.032 will facilitate vital infrastructure improvements near four schools.These improvements will enhance safety and accessibility for schoolchildren and contribute to broader community mobility and sustainability goals.City staff recommends approval of these resolutions to support the community's long-term transportation and quality of life objectives. City of South San Francisco Printed on 1/3/2025Page 4 of 4 powered by Legistar™60 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-1186 Agenda Date:1/8/2025 Version:1 Item #:5a. Resolution authorizing the City Manager to execute a primary grant agreement with the San Mateo County Transportation Authority for future Measures A and W funding WHEREAS,on June 7,1988,the voters of San Mateo County approved a ballot measure to allow the collection and distribution by the San Mateo County Transportation Authority (TA)of a half-cent transactions and use tax in San Mateo County for 20 years with the tax revenues to be used for highway and transit improvements pursuant to the Transportation Expenditure Plan presented to the voters (Original Measure A); and WHEREAS,on November 2,2004,the voters of San Mateo County approved the continuation of the collection and distribution by the TA of the Measure A half cent transaction and use tax for an additional 25 years to implement the 2004 Transportation Expenditure Plan, beginning January 1, 2009 (New Measure A); and WHEREAS,on November 6,2018,the voters of San Mateo County authorized a new one-half percent sales tax in San Mateo County for transportation purposes,and tasked the TA with administering four of the five transportation program categories described in the Congestion Relief Plan presented to the voters (Measure W); and WHEREAS,the City of South San Francisco is eligible for funding under certain programs in the 1988 Transportation Expenditure Plan,2004 Transportation Expenditure Plan,and/or 2018 Congestion Relief Plan; and WHEREAS,the TA requires the City Council of the City of South San Francisco to adopt a resolution authorizing the City Manager,or a designee,to sign a Primary Grant Agreement with the TA to receive Measures A and W grants over the next 10 years,and to take any other actions necessary to give effect to this resolution. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco hereby: 1.Authorizes the City Manager or designee,to execute a primary grant agreement with the San Mateo County Transportation Authority to be eligible to receive Measures A and W grants over the next 10 years; and 2.Certifies that any funds awarded by the TA will be used to supplement existing funds for program activities, and will not replace existing funds or resources; and 3.Authorizes the City Manager or designee,to take any other actions necessary to give effect to this resolution or associated staff report. City of South San Francisco Printed on 1/13/2025Page 1 of 2 powered by Legistar™61 File #:24-1186 Agenda Date:1/8/2025 Version:1 Item #:5a. ***** City of South San Francisco Printed on 1/13/2025Page 2 of 2 powered by Legistar™62 Page 1 of 36 20016287.14 PRIMARY GRANT AGREEMENT SAN MATEO COUNTY TRANSPORTATION AUTHORITY MEASURE A AND/OR MEASURE W FUNDS This Primary Grant Agreement (Agreement) is made __________________ by and between the San Mateo County Transportation Authority (TA) and the [Project Sponsor] (Sponsor), each of which is referred to herein individually as “Party” and jointly as “Parties.” RECITALS WHEREAS, on June 7, 1988, the voters of San Mateo County approved a ballot measure to allow the collection and distribution by the TA of a half-cent transactions and use tax in San Mateo County for 20 years with the tax revenues to be used for highway and transit improvements pursuant to the Transportation Expenditure Plan presented to the voters (Original Measure A); and WHEREAS, on November 2, 2004, the voters of San Mateo County approved the continuation of the collection and distribution by the TA of the Measure A half cent transaction and use tax for an additional 25 years to implement the 2004 Transportation Expenditure Plan, beginning January 1, 2009 (New Measure A); and WHEREAS, on November 6, 2018, the voters of San Mateo County authorized a new one-half percent sales tax in San Mateo County for transportation purposes, and tasked the TA with administering four of the five transportation program categories described in the Congestion Relief Plan presented to the voters (Measure W); and WHEREAS, the TA and Sponsor desire to enter into this Agreement to establish the process, terms and conditions governing the allocation and expenditure of Measures A/W Funds by Sponsor for capital projects. Now therefore, the Parties agree as follows: SECTION 1: Form of Agreements 1.1. Primary Grant Agreement. This Primary Grant Agreement outlines the general terms and conditions applicable to all TA allocations of Measures A/W Funds to Sponsor for capital projects. As allocations are made, the TA and Sponsor will enter into subsequent arrangements for each allocation (Project Supplements). From time to time the Parties may enter into Project Supplements with third parties for cosponsored projects. 1.2. Project Supplements. Each Project Supplement will be substantially in a form attached hereto as described in Exhibit A, "Form of Project Supplements " and will be attached to this Agreement and incorporated herein by this reference. SECTION 2: Term and Termination 2.1. Term. The term of this Agreement will commence on Execution Date and will terminate after 10 years, unless terminated by Sponsor or the TA pursuant to this Section 2. Work begun under the Agreement will continue to be governed by this Agreement until the Scope of Work is complete. 63 Page 2 of 36 20016287.14 2.2. Sponsor’s Right to Terminate; Repayment upon Termination. Sponsor may at any time terminate the Agreement or a Project Supplement by giving ten (10) days’ written notice to the TA of its election to do so. Upon such termination, Sponsor will not be reimbursed for any further Scope of Work Costs associated with the Agreement or the Project Supplement, as applicable, and will reimburse the TA for all monies paid by the TA and costs incurred by the TA in connection with the applicable Scope of Work as well as all reasonable costs and expenses incurred to effect such termination within ninety (90) days of the TA’s submission to Sponsor of a detailed statement of such payments and costs. 2.3. Termination by the TA. The TA may terminate this Agreement or a Project Supplement, with or without cause, by giving ten (10) days’ written notice of such termination. If the TA terminates the Agreement for Sponsor’s default, Sponsor will reimburse the TA for all funds paid to Sponsor in connection with all Scopes of Work, and for all costs incurred by the TA in connection with the Scope of Work as well as all reasonable costs and expenses incurred to effect such termination, within ninety (90) days of the TA’s submission to Sponsor of a detailed statement of such payments and costs. If the TA terminates a Project Supplement for Sponsor’s default, Sponsor will reimburse the TA for all funds paid to Sponsor in connection with the Scope of Work for the applicable Project Supplement, and for all costs incurred by the TA in connection with the Scope of Work as well as all reasonable costs and expenses incurred to effect such termination, within ninety (90) days of the TA’s submission to Sponsor of a detailed statement of such payments and costs. If the TA terminates the Agreement or a Project Supplement for convenience, the TA is obligated to pay to Sponsor all costs and expenses incurred thereunder by Sponsor up to the date of notice of termination, as well as all reasonable costs and expenses incurred to effect such termination. 2.4. Expiration/Suspension of TA’s Financial Obligations. Any and all financial obligations of the TA pursuant to this Agreement expire upon the expenditure of TA’s maximum contribution to each Scope of Work as established in each Project Supplement or the conclusion of the Term as defined in Section 2.1, whichever occurs first. The TA reserves the right to suspend its financial obligation, with ten (10) days’ advance notice, if Sponsor identifies a risk of not being able to complete a Scope of Work within budget. If Sponsor cannot provide a credible funding plan acceptable to the TA to fund and complete each Scope of Work, the Sponsor will be in default and the TA may terminate this Agreement. If Sponsor identifies a risk of not being able to complete each Scope of Work within budget, failure to report such risk to the TA constitutes default and is cause for termination under Section 2.3. 2.5. Supplementing Existing Revenue. Sponsor agrees that it will use funds provided pursuant to this Agreement to supplement existing revenue. Sponsor will not use Measures A/W Funds to replace other local taxes or revenues already programmed and available for use for the same purpose. Sponsor will use funds provided pursuant to this Agreement only for the Scope of Work for each Project Supplement. 64 Page 3 of 36 20016287.14 2.6. Misuse of Funds. If the TA determines that Sponsor has used Measures A/W Funds other than for the approved Scope of Work or Project Costs, the TA will notify Sponsor of its determination. Within thirty (30) days of notification Sponsor will either (a) repay such funds to the TA, or (b) explain in writing how the funds in question were spent for the approved Scope of Work. The TA will respond to Sponsor’s written explanation within thirty (30) days of receipt. Unless otherwise stated in the response, the TA’s response will be final, and Sponsor will repay any funds used other than for the approved Scope of Work within thirty (30) days. SECTION 3: Time of Performance 3.1. Time of Performance. The time of performance will be specified in each Project Supplement (Time of Performance). 3.2. Time Extension. If the Scope of Work cannot be completed within the Time of Performance as defined in Section 3.1, Sponsor must submit a request in writing to the TA no later than six (6) months before the Time of Performance for an extension for the Time of Performance. The TA will review the request and may grant the extension via a letter of concurrence if it is justified in TA’s sole and complete discretion. Extensions longer than one (1) year will require a formal amendment to the Project Supplement. Costs incurred for the Scope of Work after the Time of Performance are at risk of denial for reimbursement by the TA. The unreimbursed portion of Measures A/W allocation will be retained by the TA for the Measures A/W Program. SECTION 4: Insurance 4.1. Insurance. For the purposes of this Section, “Entity” is defined as any entity designing, approving designs and/or performing each Scope of Work specified in the Project Supplements funded by this Agreement. Entities may include Sponsor, a contractor of Sponsor, another body on behalf of which Sponsor submitted its funding application, and/or a contractor of such other body. For each Project Supplement, all Entities will provide the appropriate insurance covering the work being performed as specified in the Project Supplement. The insurance requirements specified in this Section will cover each Entity’s own liability and any liability arising out of work or services of Entity subcontractors, subconsultants, suppliers, temporary workers, independent contractors, leased employees, or any other persons, firms or corporations (hereinafter collectively referred to as “Agents”) working on each Project (as defined in each Project Supplement). If Sponsor itself is an Entity, Sponsor must also provide its own insurance meeting the requirements of this Section. a) Minimum Types and Scope of Insurance. Each Entity is required to procure and maintain at its sole cost and expense insurance subject to the requirements set forth below. Such insurance will remain in full force and effect throughout performance of the Scope of Work. All policies will be issued by insurers acceptable to the TA (generally with a Best’s Rating of A-10 or better). Each Entity is also required to assess the risks associated with work to be performed by Agents and to require that Agents maintain adequate insurance coverages with appropriate limits and endorsements to cover such risks. To the extent that its Agent does not procure and maintain such insurance coverage, an Entity is responsible for and assumes any and all costs and expenses that may be 65 Page 4 of 36 20016287.14 incurred in securing said coverage or in fulfilling Entity’s indemnity obligations as to itself or any of its Agents in the absence of coverage. Entities may self-insure against the risks associated with the Scope of Work, but in such case, waive subrogation in favor of the TA respecting any and all claims that may arise. i. Workers’ Compensation and Employer’s Liability Insurance. Worker’s Compensation coverage must meet statutory limits and Employer’s Liability Insurance must have minimum limits of $1 million. Insurance must include a Waiver of Subrogation in favor of the TA. ii. Commercial General Liability Insurance. The limit for Commercial General Liability Insurance will be specified in each Project Supplement. Commercial General Liability Insurance must be primary to any other insurance, name the TA as an Additional Insured, include a Separation of Interests endorsement and include a Waiver of Subrogation in favor of the TA. iii. Business Automobile Liability Insurance. The limit for Business Automobile Liability Insurance will be specified in each Project Supplement. Insurance must cover all owned, non-owned and hired autos, and include a Waiver of Subrogation in favor of the TA. iv. Property Insurance. Property Insurance must cover an Entity’s and/or Agent’s own equipment as well as any materials to be installed. Property Insurance must include a Waiver of Subrogation in favor of the TA. v. Professional Liability Insurance. If specified in a Project Supplement, Professional Liability insurance should cover each Entity’s and any Agent’s professional work on the Project. vi. Cyber Liability Insurance. If specified in a Project Supplement, and if contract deals with Personally Identifiable Information (PII), then Professional Liability Insurance policy, should also include coverage for Cyber risk coverages including Network and Internet Security Liability coverage, Privacy coverage and Media coverage. vii. Employee Theft Insurance/Crime Insurance. If specified in a Project Supplement, then an Employee Theft Insurance policy covering the loss of money, securities or other property resulting from theft by employees. The policy should include Third-Party Crime or Client Crime coverage viii. Contractors’ Pollution Liability Insurance and/or Environmental Liability Insurance. If specified in a Project Supplement, Contractors’ Pollution Liability Insurance and/or Environmental Liability insurance should cover potential pollution or environmental contamination or accidents. The limit for Pollution and/or Environmental Liability Insurance in each appropriate contract and subcontract should not be less than $1 million. Such insurance must name the TA as an Additional Insured and include a Waiver of Subrogation in favor of the TA. 66 Page 5 of 36 20016287.14 ix. Railroad Protective Liability Insurance. Insurance is required if the Project will include any construction or demolition work within 50 feet of railroad tracks. The limit for Railroad Protective Liability Insurance in each appropriate contract and subcontract cannot be less than $2 million per occurrence and $6 million annual aggregate. On the Entity’s Commercial General Liability insurance policy, the contractual liability exclusion for liability assumed shall be deleted. b) Special Requirement for Caltrain Shuttles. If Sponsor and/or Entity is operating shuttle(s) with the Caltrain logo on the vehicle(s) or on any shuttle public information materials, the Commercial General Liability, Business Automobile, and Pollution and/or Environmental Liability (if applicable) policies also must name as Additional Insureds: the Peninsula Corridor Joint Powers Board, the San Mateo County Transit District, the Santa Clara Valley Transportation Authority, the City and County of San Francisco, TransitAmerica Services, Inc. or any successor Operator of the Service, and the Union Pacific Railroad Company and their respective directors, officers, employees, volunteers and agents while acting in such capacity, and their successors or assignees, as they now, or as they may hereafter be constituted, singly, jointly or severally. c) Excess or Umbrella Coverage. Sponsor and/or any other Entity may opt to procure excess or umbrella coverage to meet the above requirements, but in such case, these policies must also satisfy all specified endorsements and stipulations for the underlying coverages and include provisions that the policy holder’s insurance is to be primary without any right of contribution from the TA. d) Deductibles and Retentions. Sponsor must ensure that deductibles or retentions on any of the above insurance policies are paid without right of contribution from the TA. Deductible and retention provisions cannot contain any restrictions as to how or by whom the deductible or retention is paid. Any deductible or retention provision limiting payment to the named insured is unacceptable. In the event that any policy contains a deductible or self-insured retention, and in the event that the TA seeks coverage under such policy as an additional insured, Sponsor will ensure that the policy holder satisfies such deductible to the extent of loss covered by such policy for a lawsuit arising from or connected with any alleged act or omission of the Entity or Agents, even if neither the Entity nor Agents are named defendants in the lawsuit. e) Claims Made Coverage. If any insurance specified above is provided on a claim- made basis, then in addition to coverage requirements above, such policy must provide that: i. Policy retroactive date coincides with or precedes the Entity’s start of work (including subsequent policies purchased as renewals or replacements). ii. Entity will make every effort to maintain similar insurance for at least three (3) years following Project completion, including the requirement of adding all additional insureds. 67 Page 6 of 36 20016287.14 iii. If insurance is terminated for any reason, each Entity agrees to purchase an extended reporting provision of at least three (3) years to report claims arising from work performed in connection with this Agreement. iv. Policy allows for reporting of circumstances or incidents that might give rise to future claims. f) Failure to Procure Adequate Insurance. Failure by any Entity to procure sufficient insurance to financially support the indemnification requirements of this Agreement does not excuse Sponsor from meeting all obligations of the indemnification requirements and the remainder of this Agreement, generally. g) Prior to beginning work under this Agreement, Sponsor must obtain, and produce upon request of the TA, satisfactory evidence of compliance with the insurance requirements of this Section. SECTION 5: Additional Terms Applicable to Sponsor-Performed Capital Projects The following additional terms apply when the Sponsor is performing the scope of work for capital projects as described in each Project Supplement. 5.1. Project Performance. Sponsor will oversee completion of the scope of work for each TA funded project as described in each Project Supplement (Scope of Work). Sponsor is responsible for procuring and administering any professional service and/or other contracts entered into in connection with each such Scope of Work. Sponsor may appoint a designee or engage contractor(s) to perform work necessary for completion of work, but Sponsor remains responsible to the TA for the completion of each Scope of Work. 5.2. Required Approvals. Prior to commencement of each Scope of Work, Sponsor or its designee (e.g., a consultant) will obtain all applicable local, state and federal approvals and permits for each Scope of Work. In addition, Sponsor must comply with all applicable federal, state and local laws and regulations applicable to the Project. All real property appraisals must comply with Uniform Standards of Professional Appraisal Practice (USPAP). Any right-of-way activities involving property on the Caltrans right-of- way must be conducted in accordance with the current version of the Caltrans Right-of- Way manual. 5.3. Contract Award and Change Orders. Sponsor must comply with state and local agency requirements for the award of any contract(s) for the performance of each Scope of Work and any change orders. As each Scope of Work proceeds, Sponsor must advise the TA of any contracts awarded and change orders as part of the regular progress reporting requirements. Notice of any contracts and change orders provided to the TA will not constitute approval by the TA of the contracts and change orders nor obligate the TA to provide funds in excess of its maximum contribution stated in each Project Supplement. 5.4. Progress Reports. Sponsor will prepare and submit to the TA quarterly progress reports during the entire term of each Scope of Work and covering all Scope of Work activities for work completed during the previous month using the template in Exhibit B or in other formats specified by the TA. The reports must describe: 68 Page 7 of 36 20016287.14 a) The current status of, and any changes in, scope, schedule, budget, and funding plans of each Scope of Work and each Project; b) Any risk factors; c) The work performed during the previous quarter and projected for the next three months; d) Scope of Work Costs (as defined in Section 5.8 below) projected to be expended during the next three months; and e) Any other information requested by the TA. 5.5. Final Report. Within ninety (90) days of Sponsor’s final acceptance of each Scope of Work and all incidental work, Sponsor must prepare and submit to the TA a final report detailing the following and all other relevant information: a) A description of the Project, including a statement detailing the overall progress and success of the Scope of Work and the Project, a compilation of any data collected during the active phase(s) of the Project, and changes/additions to the scope of the Project. b) Total costs for the Scope of Work, including an accounting of all Measures A/W Funds expended in connection with the Scope of Work, and reflecting any unexpended Measures A/W Funds. c) An explanation and the status of any outstanding obligations or potential obligations related to the Scope of Work. d) A discussion of any pertinent issues or problems that arose during the implementation of the Scope of Work. e) Any copies of press articles, press releases, newsletter articles and any other publicity materials regarding the Project. f) Written confirmation or, for the final project phase, a Project Close-out form that no further reimbursements associated with the Scope of Work are anticipated and that all draw-down requests have been made. g) Photographs for all construction projects that satisfactorily demonstrate: 1) site conditions before the project was implemented; 2) work in progress; and 3) completed improvements. 5.6. Funding Commitment. The TA allocates to Sponsor up to the amount specified in each Project Supplement for reimbursement of expenditures related to the Scope of Work (Scope of Work Costs). Sponsor will contribute, or provide for the contribution of matching funds as specified in each Project Supplement. Sponsor also will contribute, or provide for the contribution of the entire amount in excess of the total project cost specified in the Project Supplement needed to complete each Scope of Work. The TA’s funding commitment under this Agreement in no way establishes a right for Sponsor to receive additional funding from the TA. All funding obligations of the TA under this 69 Page 8 of 36 20016287.14 Agreement are subject to downward adjustment based on actual sales tax receipts for the fiscal years indicated. Sponsor will assess and confirm its ability to complete the Scope of Work described in each Project Supplement within budget as part of the quarterly reporting requirements established in 5.4, above. Sponsor must further notify the TA between reporting cycles if Sponsor determines that the budget will not be sufficient to complete each Scope of Work. The TA reserves the right to suspend its funding obligation as set forth in applicable Project Supplements upon such notice, and until Sponsor develops a credible funding plan acceptable to the TA to fund and complete the associated Scope of Work. 5.7. Use of Funds. a) Measures A/W Funds must be used only for direct eligible costs to complete the Scope of Work. The Sponsor is responsible for demonstrating to the TA that the expenses incurred were necessary to deliver each Scope of Work. Reimbursement for the following costs will require detailed documentation in accordance with generally-accepted accounting principles: i. Scope of Work phases or components such as stakeholder/public outreach; development of planning studies, project initiation documents (PID), project study reports (PSR), environmental clearance and mitigation for up to three years following project completion, project approval and environmental document (PA&ED), project design, and plans specifications and estimates (PS&E); regulatory agency review; acquisition of right-of-way; construction, and construction management; ii. Sponsor staff time for Scope of Work implementation; iii. Project administration costs for each Scope of Work under this Agreement. iv. Costs directly tied to the implementation of each Project Scope of Work as more specifically defined in Exhibit C, “Eligible Costs for Reimbursement,” which is attached to this Agreement and incorporated herein by this reference. Eligible costs are defined in greater detail in Exhibit C. If Sponsor wishes to undertake items of work not covered under each Scope of Work concurrent with performing each Scope of Work, the cost for including and undertaking the additional work must be segregated, and the costs borne exclusively by the Sponsor from a non- Measures A/W Program funding source(s). In the event that an activity is not listed in Exhibit C but Sponsor believes that it is an eligible cost, Sponsor may request that the TA consider reimbursing the Sponsor for the activity. The TA will have sole discretion to grant or deny Sponsor’s requests. b) The following costs are not eligible for Measures A/W Funds reimbursement: i. Sponsor’s costs which are unrelated to each Scope of Work; ii. Costs for entering into this Agreement and each Project Supplement; 70 Page 9 of 36 20016287.14 iii. Maintenance, rehabilitation, routine operations of each Project or other facilities or programs except as specifically identified in the Scope of Work for each Project Supplement; and iv. Development of proposals, applications or agreements for Measure A, Measure W, or other funding programs. 5.8. Reimbursement Basis. Unless otherwise specified in the Project Supplement, Sponsor may seek reimbursement for Scope of Work Costs incurred on or after the Execution Date. Scope of Work Costs must be incurred and paid by Sponsor prior to requesting reimbursement from the TA. Sufficient documentation must accompany all requests for reimbursement, including the submittal of all due monthly progress reports. 5.9. Accounting and Request for Reimbursement Procedures. Sponsor, in coordination with and to the satisfaction of the TA, will establish procedures for Scope of Work accounting and requests for reimbursement. These procedures will track and reflect the accumulation of the TA’s pro rata share of Scope of Work Costs. Sponsor will detail the TA’s pro rata share of Scope of Work costs for all work funded under this Agreement with each “Reimbursement Claim Form,” which is attached to this Agreement as Exhibit D and incorporated herein, or in other formats specified by the TA. Sponsor will maintain all necessary books and records in accordance with generally accepted accounting principles. 5.10. Invoices; Payments. a) Sponsor must prepare and submit billing statements consistent with the Reimbursement Claim Form with all required supporting documentation. Supporting documentation may include, but is not limited to, copies of vendor invoices, timesheets, backup documentation, checks, and payment advice, and must include an accounting of the TA’s share of costs for the Scope of Work as contemplated by this Agreement. b) For any property acquisitions for which Sponsor seeks reimbursement from the TA, Sponsor must provide the following supporting documentation for each property: i. Copies of the final real estate appraisal and any appraisal review conducted on behalf of Sponsor; ii. For any right-of-way activities involving property on the Caltrans right-of- way, written confirmation that the acquisition process was conducted in accordance with the then-current version of the Caltrans Right-of-Way manual; iii. A Phase One Environmental Assessment and any recommended additional testing (unless waived by the TA); iv. Copy of the offer package provided to the property owner(s); 71 Page 10 of 36 20016287.14 v. Copy of the Notice of Exemption or other required document for environmental clearance under CEQA/NEPA for the purchase of the property, and evidence of the date of filing such Notice; and vi. Written justification acceptable to the TA of any settlement at an amount higher than the offer. c) For each voluntary real property transaction, Sponsor must also provide: i. Copy of the fully executed purchase and sale agreement; ii. Copy of an executed and recorded deed, in a form consistent with the requirements set forth in the then-current Caltrans Right-of-Way manual; iii. Copy of the Policy of Title insurance; and iv. Copy of the final closing statement from the escrow. d) For each real property acquisition undertaken through condemnation, Sponsor must also provide: i. Copy of the recorded Final Order of Condemnation; and ii. Copy of the litigation guarantee issued by a title insurer. e) Sponsor must detail the tasks performed, associated costs, and pro rata share of Scope of Work Costs to be borne by the TA with each reimbursement request. f) The TA will endeavor to disburse reimbursements for approved Scope of Work Costs within thirty (30) days after the TA’s approval of each claim, subject to the limits on the TA’s maximum contribution as established in each Project Supplement. The TA’s obligation to reimburse Scope of Work Costs to Sponsor as provided in this Section is conditioned upon the TA’s prompt receipt of quarterly progress reports from Sponsor. g) Invoices may be submitted, no more frequently than once a quarter, by e-mail to: invoices@smcta.com, accountspayable@samtrans.com, and the designated TA Project Manager at the email address specified in the Project Supplement. Sponsor must submit a minimum of one reimbursement claim for each fiscal year (July through June) and no more frequently than quarterly. If Sponsor does not submit a reimbursement claim for two consecutive quarters (six months), then Sponsor will be deemed inactive. If the Sponsor does not submit a reimbursement claim within the next two quarters after being deemed inactive then project may be deprogrammed. Sponsor must submit a letter to the TA to seek administrative approval for an exemption. 5.11. Return of Project Cost Savings. Upon submission of the Final Report, if the total Scope of Work Costs are less than the amount specified in the Project Supplement, Sponsor will return to the TA that proportion of the Project cost savings that is equal to 72 Page 11 of 36 20016287.14 the percentage of the original Scope of Work budget that consisted of Measure A/W Funds. 5.12. Indemnity by Sponsor. Sponsor will indemnify, keep and save harmless the TA and its directors, officers, agents and employees against any and all suits, claims or actions related to the performance of this Agreement, each Scope of Work or each Project including, but not limited to, those arising out of any of the following: a) Any injury to persons or property that may occur, or that may be alleged to have occurred, arising from the performance of each Project or implementation of this Agreement; or b) Any allegation that materials or services developed, provided or used for each Project infringe or violate any copyright, trademark, patent, trade secret, or any other intellectual-property or proprietary right of any third party. Sponsor further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses of defenses as they are incurred. If any judgment is rendered, or settlement reached, against the TA or any of the individuals enumerated above in any such action, Sponsor will, at its expense, satisfy and discharge the same. This indemnification will survive termination or expiration of the Agreement. SECTION 6: Additional Terms Applicable to TA-Performed Capital Projects The following additional terms apply when the TA is performing the scope of work for capital projects as described in each Project Supplement (Scope of Work). 6.1. Funding Commitment. The TA will provide in lieu contributions, expenditures on consultants, and/or funds up to the amount specified in each Project Supplement for the Scope of Work tasks specified in the Project Supplement (Scope of Work Costs). 6.2. Cost Savings. Any cost savings of the funds allocated for each Project Supplement will revert to the applicable program for the TA to reallocate to any eligible project through its usual fund programming and allocation activities. 6.3. Insufficient Funding. In the event that additional funding is needed to complete the Scope of Work specified in a Project Supplement, the TA will identify the additional amounts needed and review those estimates with the Sponsor. The Parties will work together to identify potential sources of funding, as well as obtain the necessary funds to complete the Scope of Work for the Project Supplement. If additional funding is needed due to a change in the Project Supplement Scope of Work, as requested by the Sponsor, the TA will identify the additional amounts needed and review those estimates with the Sponsor. In such case, it is the responsibility of the Sponsor to identify the potential sources of funding, as well as obtain the necessary funds to complete the changed Project Supplement Scope of Work. The TA may consider requests for additional funding, but is under no obligation to grant such requests. 73 Page 12 of 36 20016287.14 6.4. TA Responsibilities. For purposes of delivering the Scope of Work, the TA agrees to perform the following tasks, unless otherwise specified in a Project Supplement: a) The TA will perform and complete the Scope of Work, either through its own forces or the use of one or more third-party consultants or contractors. b) The TA will make available to the Project up to the amount(s) specified in the Project Supplement(s) for the Scope of Work. c) For purposes of delivering the Scope of Work, the TA agrees to perform the following tasks, unless otherwise specified in a Project Supplement: i. Manage the Scope of Work, including developing and carrying out the Scope of Work on schedule and within budget; ii. Provide technical oversight for performance of the Scope of Work; iii. Lead coordination with Caltrans and/or other permitting agencies as necessary for the Scope of Work; iv. Obtain the necessary permits and approvals required for the Scope of Work; v. Procure and administer the consultant/contractor services to complete the Scope of Work; vi. Organize and facilitate regular meetings of a Project Development Team (PDT), the Sponsor and representatives from involved local and regional entities to provide input and guidance on the Scope of Work; vii. Keep Sponsor apprised of developments, such as award of contracts or potential changes that may affect the scope, schedule, or budget of the Project or Scope of Work; and viii. Consult with Sponsor where necessary/appropriate. d) To the extent applicable, the TA will execute an agreement with Caltrans for oversight services associated with the Scope of Work. e) The TA will prepare and provide to Sponsor status reports including anticipated and expended costs and Scope of Work delivery milestones and schedule forecasts. f) The TA will review, process, and audit (at its discretion) invoices and other documentation of expenditures for work performed under each Project Supplement. The TA will also track the accumulation and expenditure of funds allocated for Scope of Work, and process other documentation of expenditures in compliance with TA accounting and budgeting requirements. 74 Page 13 of 36 20016287.14 6.5. Sponsor Responsibilities. For purposes of delivering the Scope of Work, the Sponsor agrees to perform the following tasks, unless otherwise specified in a Project Supplement: a) The Sponsor will be responsible for championing the effort of obtaining political and public support for the Project. b) The Sponsor will be the public face of the Project for purposes of leading outreach efforts to local stakeholders and community members, including coordination of public meetings and solicitation of public comment. c) The Sponsor will provide input and oversight based on local policies and desires regarding the outcome of and deliverables of the Project. d) The Sponsor will actively participate in the PDT meetings related to the Scope of Work. e) The Sponsor may, at its discretion, review any professional services agreements, change orders and any other agreements that the TA has entered into for the performance of Scope of Work; however the TA retains ultimate authority over contracting and related decisions. f) The Sponsor may, at its discretion, review the work products and deliverables produced by the TA and/or its contractors/consultants for the Scope of Work, including reports, designs, drawings, plans, specifications, schedules and other materials; however, the TA retains authority to accept or reject contractor/consultant work. g) The Sponsor will approve or endorse, in writing, the final deliverables or work products produced by the TA and/or its contractors/consultants for the Scope of Work. h) The Sponsor will review progress reports prepared and provided by the TA. i) The Sponsor may, at its discretion, review and audit invoices and other documentation of the expenditure of funds allocated for the Scope of Work, however the TA retains ultimate authority for expenditure of allocated funds on the Project. 6.6. Indemnification. a) Each of the Parties will indemnify, hold harmless and defend the other Party and its directors/councilmembers, officers, employees and agents (collectively, "Indemnitees") against all liability, claims, suits, actions, costs or expenses related to performance of the Scope of Work or the Project, including but not limited to those arising from loss of or damage to property, and injuries to or death of any person (including but not limited to the property or employees of each Party) when arising out of or resulting from any act or omission by the indemnifying Party, its agents, employees, contractors or subcontractors in connection with any aspect of the Project, including Project design, construction and/or maintenance. 75 Page 14 of 36 20016287.14 b) Each of the Parties will also fully release, indemnify, hold harmless and defend the other Party and Indemnitees from and against any and all claims or suits that may be brought by any of the indemnifying Party's contractors or subcontractors performing work in connection with or related to the Project. c) The indemnifying Party's obligation to defend includes the payment of all reasonable attorneys' fees and all other costs and expenses of suit, and if any judgment is rendered, or settlement entered, against any Indemnitee, the indemnifying Party must, at its expense, satisfy and discharge the same. Indemnitees may require the indemnifying Party to obtain counsel satisfactory to the Indemnitees. d) This indemnification will survive termination or expiration of this Agreement. SECTION 7: Additional Terms Applicable to Shuttle Operations The following additional terms apply to shuttle projects as described in each Project Supplement (Project). 7.1. Sponsor Oversight; Work Plan. Sponsor is responsible for implementation of the Project as described in each Project Supplement. Sponsor assumes responsibility for procuring and administering any professional service and/or other contracts entered into in connection with the Project. Though Sponsor may appoint a designee or engage contractor(s) to perform work necessary for Project implementation, Sponsor will remain ultimately responsible to the TA for performance of all responsibilities set forth herein. 7.2. Required Approvals. Prior to commencement of each Project, Sponsor or its designee (e.g., a consultant) will obtain all required local, state and federal approvals and permits for Project work. In addition, Sponsor must comply with all federal, state and local laws and regulations applicable to the Project. 7.3. Contract Award and Scope Changes. Sponsor must comply with state and local agency requirements for the award and amendment of any contract(s) for the implementation of each Project. Sponsor must advise the TA in writing (electronic mail is acceptable) as soon as possible of any contracts awarded and any amendments thereto, such as for any changes in service. Notice of any contracts and amendments provided to the TA will not constitute approval by the TA nor obligate the TA to provide funds in excess of its maximum contribution stated in the Project Supplement. 7.4. Monthly & Annual Operations Reports. Within eight (8) calendar days after the end of each month a given Project Supplement is in effect, Sponsor or its agent must submit to the TA a monthly operations report (Operations Report) based on National Transit Database (NTD) reporting requirements, attached as Exhibit E, “National Transit Database Reporting Requirements.” The Operations Report must include such items as the average daily ridership of the Project, and the Project’s total boardings, total revenue miles, hours, vehicles in service, road calls, accidents and any other information pertinent to assess the performance of the service for purposes of local, state or federal reporting requirements for the month just ended. Any monthly service mileage and/or hours that were scheduled, but where service was not operated for any reason, must be 76 Page 15 of 36 20016287.14 deducted from monthly reporting totals. An explanation for all lost service miles and/or hours must be included in the monthly report. Sponsor or its agent must review all required reporting for accuracy prior to submittal to the TA. The form of all reports must be determined by the TA. Within eight (8) calendar days of the end of the performance of the work under a Project Supplement, and/or any extension thereof, Sponsor or its agent must submit to the TA an annual report on the same statistics. All Operations Reports must be submitted via Excel spreadsheet or other format as approved by the TA to shuttles@samtrans.com or as specified in the Project Supplement. 7.5. Quarterly Progress Reports. Sponsor must prepare and submit to the TA quarterly progress reports by January 31, April 30, July 31 and October 31 of each year during the entire term of the Project. Reports must be presented in the form provided as Exhibit F, “Quarterly/Annual Shuttle Program Progress Report Form,” which is attached to this Agreement and incorporated herein by this reference, or in other formats specified by the TA. The reports must describe Project performance and expenditures during the previous quarter. The reports must include actions expected to be taken and any projected changes in the service plan / schedule during the next quarter, and any other information requested by the TA. Additionally, each progress report must include information on any potential issues that may impact any of the performance measures set forth in Exhibit F as well as the ability of Sponsor to meet the conditions outlined in this Agreement. 7.6. Annual Report. By October 1 of each year, Sponsor must provide the TA with an annual report in the form provided as Exhibit F, or in other formats specified by the TA, summarizing the quarterly progress reports from the prior fiscal year. The reports must include actions expected to be taken and any projected changes in the service plan /schedule for the next year (if the Project is continuing), and any other information requested by the TA. Additionally, each Annual report must include information on any potential issues that may impact any of the performance measures set forth in Exhibit F as well as the ability of Sponsor to meet the conditions outlined in this Agreement for the next year (if the Project is continuing). If the Annual Report is submitted after the second year of the Time of Performance, the Annual Report should include written confirmation that no further reimbursements associated with the Project are anticipated and that all reimbursement requests have been made or are being submitted with the Annual Report. 7.7. Funding Commitment. The TA allocates to Sponsor up to the amount specified in each Project Supplement for reimbursement of expenditures related to the Project (Project Costs). The Sponsor will contribute, or provide for the contribution of matching as specified in each Project Supplement, as well as the entire amount in excess of TA's allocation needed to implement the Project. The TA’s funding commitment under this Agreement in no way establishes a right for the Sponsor to receive additional funding from the TA. All funding obligations of the TA under this Agreement are subject to downward adjustment based on actual sales tax receipts for the fiscal years indicated, or if Sponsor receives funding for Project Costs from other sources which allow Sponsor to provide more than the matching funds specified in the Project Supplement over the term of the Agreement. 77 Page 16 of 36 20016287.14 The Sponsor will assess and confirm its ability to implement the Project within budget as part of the quarterly reporting requirements established in Section 7.5, above. The Sponsor must further notify the TA between reporting cycles if the Sponsor determines that the budget will not be sufficient to implement the Project. The TA retains authority to suspend its funding obligation as set forth in Section 2.4 of this Agreement upon such notice, and until the Sponsor develops a credible funding plan acceptable to the TA to fund and implement the Project. 7.8. Reimbursement Basis. Sponsor may seek reimbursement for Project Costs incurred on or after the Execution Date. Project Costs must be incurred and paid by the Sponsor prior to requesting reimbursement from the TA. Sufficient documentation must accompany all requests for reimbursement, including the submittal of all due operations and progress reports. 7.9. Accounting and Reimbursement Procedures. Sponsor, in coordination with and to the satisfaction of the TA, will establish procedures for Project accounting and requests for reimbursement. These procedures will track and reflect the accumulation of the TA’s pro rata share of costs for the Project. Sponsor will detail the TA’s pro rata share of Project Costs for all work funded under this Agreement with each “Reimbursement Claim Form” which is attached to this Agreement as Exhibit D and incorporated herein, or in other formats specified by the TA. Sponsor will maintain all necessary books and records in accordance with generally accepted accounting principles. 7.10. Invoices; Payments. Once per quarter following submission of the quarterly progress reports, Sponsor must prepare and submit billing statements consistent with the Reimbursement Claim Form with all required supporting documentation. Supporting documentation may include, but is not limited to, copies of associated vendor invoices, timesheets, backup documentation, checks and payment advice, and must include an accounting of the TA's share of costs for the Project as contemplated by this Agreement. Claims and supporting documentation for reimbursement may be submitted by e-mail to: accountspayable@samtrans.com and invoices@smcta.com The TA will endeavor to disburse reimbursements for approved Project Costs within thirty (30) days after the TA's approval of each claim, subject to the limits on the TA's maximum contribution as established in the Project Supplement. The TA's obligation to reimburse Project Costs to the Sponsor as provided in this section is conditioned upon the TA’s prompt receipt of reports from Sponsor pursuant to Sections 7.4–7.6, above. 7.11. Indemnity by Sponsor. The Sponsor will indemnify, keep and save harmless the TA (and, if the Project includes shuttle(s) with the Caltrain logo on the vehicle(s) or on any shuttle public information materials, the Peninsula Corridor Joint Powers Board, the San Mateo County Transit District, the Santa Clara Valley Transportation Authority, the City and County of San Francisco, TransitAmerica Services, Inc. or any successor Operator of the Service, and the Union Pacific Railroad Company and each of its/their directors, officers, agents and employees against any and all suits, claims or actions related to the performance of this Agreement including, but not limited to, those arising out of any of the following: 78 Page 17 of 36 20016287.14 a) Any injury to persons or property that may occur, or that may be alleged to have occurred, arising from the performance of the Project or implementation of this Agreement; or b) Any allegation that materials or services developed, provided or used for the Project infringe or violate any copyright, trademark, patent, trade secret, or any other intellectual-property or proprietary right of any third party. The Sponsor further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses of defenses as they are incurred. If any judgment is rendered, or settlement reached, against the TA or any of the other agencies or individuals enumerated above in any such action, the Sponsor will, at its expense, satisfy and discharge the same. This indemnification will survive termination or expiration of the Agreement. SECTION 8: Additional Terms Applicable to All Other Project Supplements for Operations The following additional terms apply to operational projects as described in each Project Supplement (Project). 8.1. Sponsor Oversight; Work Plan. Sponsor is responsible for the completion of the Scope of Work as described in each Project Supplement. Sponsor is responsible for procuring and administering any professional service and/or other contracts entered into in connection with the Scope of Work. Sponsor will oversee completion of the Scope of Work. Sponsor may appoint a designee or engage contractor(s) to perform work necessary for Scope of Work completion, but Sponsor remains responsible to the TA for the completion of the Scope of Work. 8.2. Required Approvals. Prior to commencement of the Scope of Work, Sponsor or its designee (e.g., a consultant) will obtain all applicable local, state and federal approvals and permits for the Scope of Work. In addition, Sponsor must comply with all applicable federal, state and local laws and regulations applicable to the Project. 8.3. Contract Award and Change Orders. Sponsor must comply with state and local agency requirements for the award of any contract(s) for the performance of the Scope of Work and any amendments. As the Scope of Work proceeds, Sponsor must advise the TA of any contracts awarded and amendments as part of the regular progress reporting requirements pursuant to Section 8.4 below. Notice of any contracts and amendments provided to the TA will not constitute approval by the TA of the contracts and amendments nor obligate the TA to provide funds in excess of its maximum contribution stated in the Project Supplement. 8.4. Progress Reports. For each of the projects in the Scope of Work, Sponsor will prepare and submit to the TA quarterly progress reports as the program proceeds and covering all Scope of Work activities for work completed during the previous month using the template in Exhibit B, or in other formats specified by the TA. The reports must describe: a) The current status of, and any changes in, scope, schedule, budget, and funding plans of the Scope of Work and the Project; 79 Page 18 of 36 20016287.14 b) Any risk factors; c) The work performed during the previous quarter and projected for the next three months; d) Scope of Work Costs (as defined in Section 8.8, below) projected to be expended during the next three months; and e) Any other information requested by the TA. 8.5. Closeout. Within ninety (90) days of Sponsor’s final acceptance of the Scope of Work and all incidental work, Sponsor must notify the TA with a final closeout letter detailing the following and all other relevant information: Total costs for the Scope of Work, including an accounting of all Measures A/W expended in connection with the Scope of Work, and reflecting any unexpended Measure A/W Funds. 8.6. Funding Commitment. The TA allocates to Sponsor up to the amount specified in each Project Supplement related to the Scope of Work (Scope of Work Costs). Funds cannot be transferred between projects without separate approval from the TA. The TA Executive Officer, or designee, can approve funds transfers administratively with a letter. The TA’s funding commitment under this Agreement in no way establishes a right for Sponsor to receive additional funding from the TA. 8.7. Use of Funds. a) Measures A/W Funds must be used only for direct eligible costs to complete the Scope of Work. The Sponsor is responsible for demonstrating to the TA that the expenses incurred were necessary to deliver the Scope of Work. b) The following costs are not eligible for reimbursement: i. Sponsor’s costs which are unrelated to the Scope of Work; ii. Costs for entering into this Agreement; iii. Maintenance, rehabilitation, routine operations of the Project or other facilities or programs; and iv. Development of proposals, applications or agreements for Measure A, Measure W, or other funding programs. 8.8. Indemnity by Sponsor. Sponsor will indemnify, keep and save harmless the TA and its directors, officers, agents and employees against any and all suits, claims or actions related to the performance of the Scope of Work or the Project including, but not limited to, those arising out of any of the following: a) Any injury to persons or property that may occur, or that may be alleged to have occurred, arising from the performance of the Project or implementation of this Agreement; or 80 Page 19 of 36 20016287.14 b) Any allegation that materials or services developed, provided or used for the Project infringe or violate any copyright, trademark, patent, trade secret, or any other intellectual-property or proprietary right of any third party. Sponsor further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses of defenses as they are incurred. If any judgment is rendered, or settlement reached, against the TA or any of the individuals enumerated above in any such action, Sponsor will, at its expense, satisfy and discharge the same. This indemnification will survive termination or expiration of the Agreement. SECTION 9: Miscellaneous 9.1. Access to Records and Record Retention. At all reasonable times, Sponsor will permit the TA access to all reports, designs, drawings, plans, specifications, schedules and other materials prepared, or in the process of being prepared, for each Scope of Work by Sponsor or any contractor or consultant of Sponsor. Sponsor will also make available to the TA upon request any professional service agreements, change orders and any other agreements that are related to each Scope of Work. Sponsor will provide copies of any documents described in this Section to the TA upon request. Sponsor will retain all records pertaining to each Scope of Work for at least three years after completion of each Project. 9.2. Audits. The TA, or its authorized agents, may, at any reasonable time during business hours, conduct an audit of Sponsor’s performance under this Agreement. Sponsor will permit the TA, or its authorized agents, to examine, inspect, make excerpts from, transcribe or photocopy books, documents, papers and other records of Sponsor which the TA reasonably determines to be relevant to this Agreement. Sponsor will transmit to the TA the Independent Auditor’s Report prepared for Sponsor’s Annual Comprehensive Financial Report within thirty (30) days of receipt by Sponsor and highlight the section that pertains to the Measures A/W Funds. 9.3. No Waiver. No waiver of any default or breach of any covenant of this Agreement by either Party will be implied from any omission by either Party to take action on account of such default if such default persists or is repeated. Express waivers are limited in scope and duration to their express provisions. Consent to one action does not imply consent to any future action. 9.4. Assignment. Parties are prohibited from assigning, transferring or otherwise substituting their interests or obligations under this Agreement without the written consent of all other Parties. 9.5. Governing Law. This Agreement is governed by the laws of the State of California as applied to contracts that are made and performed entirely in California. 9.6. Compliance with Laws. In performance of this Agreement, the Parties must comply with all applicable Federal, State and local laws, regulations and ordinances. 9.7. Accessibility of Services to Persons with Disabilities. The Project implementation must comply with, and not subject the TA or Sponsor to liability under, the Americans 81 Page 20 of 36 20016287.14 with Disabilities Act, the California Disabled Persons Act, or any other state or federal laws protecting the rights of persons with disabilities. 9.8. Modifications. This Agreement may only be modified in a writing executed by both Parties. 9.9. Attorneys’ Fees. In the event legal proceedings are instituted to enforce any provision of this Agreement, the prevailing Party in said proceedings is entitled to its costs, including reasonable attorneys’ fees. 9.10. Relationship of the Parties. It is understood that this is an Agreement by and between Independent Contractors and does not create the relationship of agent, servant, employee, partnership, joint venture or association, or any other relationship other than that of Independent Contractor. 9.11. Ownership of Work. All reports, designs, drawings, plans, specifications, schedules, studies, memoranda, and other documents assembled for or prepared by or for, in the process of being assembled or prepared by or for, or furnished to Sponsor under this Agreement, are the joint property of the TA and Sponsor, and will not be destroyed without the prior written consent of the TA. The TA is entitled to copies and access to these materials during the progress of the Project and upon completion or termination of the Project or this Agreement. Sponsor may retain a copy of all material produced under this Agreement for its use in its general activities. This Section does not preclude additional shared ownership of work with other entities under contract with Sponsor for funding of the Project. 9.12. Non-discrimination. Sponsor and any contractors performing services on behalf of Sponsor will not discriminate or permit discrimination against any person or group of persons on the basis of race, color, religion, national origin or ancestry, age, sex, sexual orientation, marital status, pregnancy, childbirth or related conditions, medical condition, mental or physical disability or veteran’s status, or in any manner prohibited by federal, state or local laws. 9.13. Attribution to the TA. Sponsor must include attribution that indicates work was funded with “Measure A Funds” or “Measure W Funds” or “Measures A/W Funds from the TA." This provision applies to any project, or publication, that was funded in part or in whole by “Measure A Funds” or “Measure W Funds” or “Measures A/W Funds." Acceptable forms of attribution include TA branding on Project-related documents, construction signs, public information materials, and any other applicable documents. Sponsor must comply with the TA's External Attribution Guide which may be updated from time to time and will be available on the TA's website. 9.14. Warranty of Authority to Execute Agreement. Each Party to this Agreement represents and warrants that each person whose signature appears hereon is authorized and has the full authority to execute this Agreement on behalf of the entity that is a Party to this Agreement. 9.15. Severability. If any portion of this Agreement, or the application thereof, is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining portions of this Agreement, or the application thereof, will remain in full force and effect. 82 Page 21 of 36 20016287.14 9.16. Electronic Signatures. This Agreement may be executed through the use of digital or electronic signatures in accordance with Government Code Section 16.5. The presence of an electronic signature on this Agreement will be construed as the Parties’ consent to do business electronically. 9.17. Counterparts. This Agreement may be executed in counterparts. 9.18. Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to its subject matter and supersedes any prior or contemporaneous written or oral agreement between the Parties on the same subject. IN WITNESS WHEREOF, the Parties have hereunder subscribed their names as of the last date written below (Execution Date). [SPONSOR] By: Name: Its: Date: Approved as to Form: Legal Counsel for the [SPONSOR] Date: SAN MATEO COUNTY TRANSPORTATION AUTHORITY By: Name: April Chan Its: Executive Director Date: Approved as to Form: Legal Counsel for the TA Date: Exhibit A: Form of Project Supplements Exhibit B: Progress Reporting Template Exhibit C: Permissible Costs for Reimbursement Exhibit D: Reimbursement Claim Form Exhibit E: National Transit Database Reporting Requirements Exhibit F: Quarterly/Annual Shuttle Program Progress Report Form 83 Page 22 of 36 20016287.14 Exhibit A: Form of Project Supplements SECTION A: Primary Agreement The San Mateo County Transportation Authority (TA) and [Project Sponsor] (Sponsor) entered into a Primary Grant Agreement on ________, 20__ (Primary Agreement). This Project Supplement is entered into on ________, 20__ pursuant to the Primary Grant Agreement and is subject to the terms set forth therein. SECTION B: Project Background Measure(s): ☐ Original Measure A ☐ New Measure A ☐ Measure W Program Category: Measure A Measure W ☐ Transit ☐ Highways ☐ Local Streets/Transportation ☐ Grade Separations ☐ Pedestrian and Bicycle ☐ Alternative Congestion Relief Programs ☐ Countywide Highway Congestion Improvements ☐ Local Safety, Pothole & Congestion Relief Improvements – Local Investment Share ☐ Local Safety, Pothole & Congestion Relief Improvements – Grade Separation ☐ Bicycle and Pedestrian Improvements ☐ Regional Transit Connections Program Subcategory (if applicable): Project: [Add project name] Scope of Work: [Specify phase(s)] Scope of Work Costs: [Specify amount programmed and allocated for each phase] TA Technical Assistance (if applicable): Date Funding Programmed: Date Funding Allocated: 84 Page 23 of 36 20016287.14 Applicable Resolutions (attached): Additional Terms: The following Agreement Section(s) apply to this Project Supplement: ☐ Section 5 (Additional Terms Applicable to Sponsor-Performed Projects) ☐ Section 6 (Additional Terms Applicable to TA-Performed Projects) ☐ Section 7 (Additional Terms Applicable to Shuttle Operations) ☐ Section 8 (Additional Terms Applicable to All Other Project Supplements for Operations) SECTION C: Invoices; Payments [ALTERNATIVE CLAUSE TO AGREEMENT SECTION 5.10(a) – DELETE IF NOT APPLICABLE] Section 5.10(a) of the Agreement does not apply to this Project Supplement. Instead, the TA will make one upfront lump sum payment of $_______ to the Sponsor to complete the Scope of Work. SECTION D: Matching Funds Sponsor will contribute, or provide for the contribution of, the entire amount in excess of $________ needed to complete the Scope of Work [and must provide at least __% pro rata share of the Scope of Work Costs.] OR Sponsor agrees to contribute the matching funds to the TA in one upfront lump sum payment of $________ (Matching Funds) following Sponsor's approval of an invoice from TA describing the expenses to which the Matching Funds will be applied, subject to the following terms and conditions: TA agrees that the Matching Funds are to be expended solely for the Project and agrees to: (i) prioritize application of the Matching Funds to expenses under the Scope of Work with the objective of utilizing all of the Matching Funds not later than _________; (ii) promptly return to Sponsor any and all unspent Matching Funds upon termination of the Project Supplement, or, absent termination, that have not been expended for the Project by _________. SECTION E: Description of Scope of Work Sponsoring Agency: Lead/Implementing Agency: Contact: 85 Page 24 of 36 20016287.14 Project Description and Scope of Work: Project Schedule: Begin End Project Budget/ Source of Funding: Include funding plan for the project defined above, including use of TA Technical Assistance if applicable * The other fund sources are provided for informational purposes. Operating Responsibility: Maintenance Responsibility: Project Implementation Responsibility: Project Oversight Responsibility: SECTION F: Third Party Roles 1. Third Party Roles. The [THIRD PARTY] is responsible for [LIST ALL RELEVANT RESPONSIBILITIES] for the Project. 2. Caltrans Roles. Caltrans as owner operator of the facility proposed for modification is responsible for reviewing and approving the [RELEVANT DOCUMENTS] for the Project. 3. Other Agreements. A Cooperative Agreement must be executed between Caltrans and the TA that lists the terms and conditions, roles and responsibilities and fee payment associated with Caltrans’ review and approval of the [RELEVANT DOCUMENTS]. SECTION G: Time of Performance 1. Time of Performance. The Scope of Work must be completed no later than the end of __ quarter, Fiscal Year 20__-20__ (the TA's fiscal year runs July 1 through June 30). 2. Timely Use of Funds. Sponsor must expend Measures A/W funds expeditiously. If Sponsor fails to invoice the TA for two consecutive quarters, the TA will require a meeting with Sponsor’s executive and Project staff to review project progress. A Project Supplement found to be non-compliant with this requirement may be terminated for default by the TA. 86 Page 25 of 36 20016287.14 SECTION H: Notice Notices. All notices required or permitted to be given under this Agreement, be in writing and delivered by email to the addresses specified below. Notices will be deemed given when the email was sent. A recipient’s failure to acknowledge receipt of the emailed notice will not affect the effectiveness of notice if (a) the sender can show that the notice was properly addressed and sent by email, and (b) the sender did not receive any email system notification that the email could not be delivered. To TA: San Mateo County Transportation Authority 1250 San Carlos Avenue P.O. Box 3006 San Carlos, CA 94070-1306 Attn: TA Secretary and Executive Director Emails: To [Sponsor]: [Sponsor] ADDRESS LINE ONE ADDRESS LINE TWO Attn: Project Sponsor Contact TITLE Email: In 2025, the TA plans to relocate its administrative building to 166 N. Rollins Road in Millbrae, California and when that occurs, the TA’s address will be at that location. SECTION I: Insurance [The TA and Sponsor will determine what types and levels of insurance are required for each Project Supplement] The following types of insurance are required for this Project Supplement. See Section 6 of the Primary Agreement for additional requirements. Insurance Type Required Coverage Amount Workers’ Compensation and Employer’s Liability Insurance Yes Statutory limits for Workers’ Compensation and at least $1 million for Employers Liability. Commercial General Liability Insurance Yes [$1/5/10 million] • For all projects: $1M for Project Planning, Project Initiation, Project Approval & Environmental Design and Right of Way Phases and for operations. • For capital projects with budgets of up to $10M (e.g., road widening): $1M for Design and Construction Phases. • For capital projects with budgets between $10M and $40M (e.g., freeway interchange): $5M for Design and 87 Page 26 of 36 20016287.14 Construction Phases. • For capital projects with budgets of $40M or more: $10M limits for Design and Construction Phases. Business Automobile Liability Insurance Yes [$1/5/10 million] • For all projects: $1M for Project Planning, Project Initiation, Project Approval & Environmental Design and Right of Way Phases. • For capital projects with budgets of up to $10M (e.g., road widening): $1M for Design and Construction Phases. • For capital projects with budgets between $10M and $40M (e.g., freeway interchange): $5M for Design and Construction Phases. • For capital projects with budgets of $40M or more: $10M limits for Design and Construction Phases. • For operations projects: $10M Property Insurance Yes Professional Liability Insurance [Yes/No] [$1/2/5 million] For most projects with professional liability exposure, such as consulting: At least $1 million For capital projects with some design: At least $2 million. For capital projects with significant design: At least $5M. Cyber Liability Insurance [Yes/No] If contract deals with Personally Identifiable Information (PII): At least $1 million and part of the Professional Liability Insurance program. Crime Insurance [Yes/No] If Entity’s employees have access to funds, securities and other property: At least $250,000 for Employee Dishonesty Insurance and $250,000 for Third-Party/Client Property. If Entity has access to significant funds, securities or other property: Limits should reflect cumulative exposure. Contractors’ Pollution Liability Insurance and/or Environmental [Yes/No] At least $1 million 88 Page 27 of 36 20016287.14 Liability Insurance Railroad Protective Liability Insurance [Yes/No] At least $2 million per occurrence and $6 million annual aggregate IN WITNESS WHEREOF, the Parties have hereunder subscribed their names as of the last date written below. [SPONSOR] By: Name: Its: Date: Approved as to Form: Legal Counsel for the [SPONSOR] Date: SAN MATEO COUNTY TRANSPORTATION AUTHORITY By: Name: April Chan Its: Executive Director Date: Approved as to Form: Legal Counsel for the TA Date: 89 Page 28 of 36 20016287.14 90 Page 29 of 36 20016287.14 Exhibit B: Progress Reporting Template REPORTING PERIOD: FROM mm/dd/yyyy TO mm/dd/yyyy SMCTA Project # 00XXX – [Project Title/Phases] [Carryover to additional pages as necessary] Contact: [Name, Title, Phone, email, address] 1) Scope: [Describe Scope of Work here, specify Project limits, phases of Project. Identify the [Original Measure A and/or New Measure A and/or Measure W] funded components] Status Summary: [Provide Status] Issues: [List any issues, i.e. potential scope changes] ____________________________________________________________________________ 2) Schedule: Original Baseline Current Baseline Current Forecast Major Milestones: Start Finish Start Finish Start Finish [Activity] MM/DD/YY MM/DD/YY MM/DD/YY MM/DD/YY MM/DD/YY MM/DD/YY [Activity] MM/DD/YY MM/DD/YY MM/DD/YY MM/DD/YY MM/DD/YY MM/DD/YY [Activity] MM/DD/YY MM/DD/YY MM/DD/YY MM/DD/YY MM/DD/YY MM/DD/YY [Activity] MM/DD/YY MM/DD/YY MM/DD/YY MM/DD/YY MM/DD/YY MM/DD/YY Progress This Reporting Period: [Describe progress and activities] [Original Measure A and/or New Measure A and/or Measure W] Funds Expended This Reporting Period: $ Future Activities, Next Reporting Period: [Describe planned future activities] Projected [Original Measure A and/or New Measure A and/or Measure W] Funds Expenditure Next Reporting Period: $ Issues: [List any issues, such as impacts to schedule] 91 Page 30 of 36 20016287.14 _______________________________________________________________________ 3) Scope of Work Total Budget: ____________________________________________________________________________ 4) Scope of Work [Original Measure A and/or New Measure A and/or Measure W] Budget: Phase/Activity A B C D E F Original allocation (per Project Supplement) Current allocation (Per Amendments) Change in allocation from Project Supplement (B-A) Total Measure [A/W] Expended to date % of current allocation expended (D/B) % of Work Completed #DIV/0! #DIV/0! #DIV/0! Total Scope of Work $0 $0 $0 $0 #DIV/0! Issues: [List any issues, i.e. potential cost increases] ____________________________________________________________________________ 5) Funding: [List additional sources as needed, Fill out the following matrix for each phase for the Scope of Work. i.e. environmental, design, etc.] Issues: [List any issues such as changes in non-Measure [A/W] funding] Submit Progress Reports To: invoices@smcta.com or SMCTA Planning & Development 1250 San Carlos Avenue San Carlos, CA 940701 1 In 2025, the TA plans to relocate its administrative building to 166 N. Rollins Road in Millbrae, California and when that occurs, the TA’s address will be at that location. A B C D E F Phase/Activity Original Budget (per Funding Agreement) Updated Cost Estimate Total Change from Approved (B-A) Total Expended to Date % of Revised Budget Expended (D/B) % of Work Completed - 0.00% 0.00% - 0.00% 0.00% - 0.00% 0.00% Total Project - - - - #DIV/0! Original Original %Current Current % Estimated at Completion EAC % SMCTA #DIV/0!#DIV/0!#DIV/0! Others: Federal (specify)#DIV/0!#DIV/0!#DIV/0! State (specify)#DIV/0! Other (specify) Total - #DIV/0!- #DIV/0!- #DIV/0! Contribution Contribution Contribution 92 Page 31 of 36 20016287.14 Exhibit C: Eligible Costs for Reimbursement Program / Promotions – activities pertaining to marketing/promotional programs detailed in the Scope of Work. Planning – activities necessary to implement planning studies covered under the Scope of Work. Project Initiation Documents (PID) – activities necessary to complete PIDs covered under the Scope of Work. Environmental Studies – environmental studies costs, including determination of the appropriate environmental document, preparation of all preliminary engineering for each alternative, including geomantic layouts, determination of right-of-way needs, environmental technical studies (such as air, noise, energy, cultural resources and hazardous waste), and all other studies or activities necessary to prepare and finalize the appropriate documents for Project and environmental approval. Design – design activities such as preparation of design studies; materials and foundation reports; drainage, hydrology and hydraulic reports; surveying and mapping; preparation of the plans, specifications and estimate; preparation of bid documents and Project files; preparation of permit applications and maintenance agreements; coordination of agency reviews and any other activities necessary to prepare final plans specifications and estimate (PS&E) for bid advertisement and award; and management oversight of these tasks except as limited in the Agreement. Right-of-Way Acquisition – all activities related to right-of-way including determination of right- of-way needs; title searches; preparation of appraisal maps, legal descriptions and plat maps; parcel appraisals and appraisal reviews; hazardous materials testing and analysis; preparation of right-of-way acquisition documents; activities involved with acquiring rights-of-way including negotiation with property owners and cost associated with condemnation proceedings (including legal costs, expert witness costs, etc., but not including costs related to claims for inverse condemnation), right-of-way capital costs and cost-to-cure impacts related to the acquisition. To the extent allowed by law, Sponsor will undertake all best efforts so that cleanup of existing hazardous materials will remain the liability of the property owner. Services provided for right-of-way activities involved with property not necessary for the Measure A or Measure W Highway Program-funded Project as defined in the Scope of Work, and the associated costs for all such property, will be at the sole expense of the Sponsor. Any property not used for construction of the Project, or used for any purpose other than construction of the Project as defined in the Scope of Work, should be identified and the funding agencies should be informed. Any excess right-of-way will be identified as early as possible in the Project design process and sold. The proceeds from the sale of such property must be returned to the funding agencies, prorated based on the percentage of funds each agency contributed to the purchase of the property. Construction – construction expenditures for the Project (construction capital, management and inspection, surveys, public outreach, and related activities) that are part of the Scope of Work agreed to by the TA. Sponsor must submit all change orders over $50,000 to the TA for 93 Page 32 of 36 20016287.14 review and written approval before the TA will reimburse the Sponsor with Measure A Funds or Measure W Funds. In addition, Measures A and W Funds are eligible for reimbursement of Sponsor’s Project management oversight expenses associated with the construction of the Project. This would include activities such as construction management inspection, expenses associated with reviewing proposed change orders, and activities involved with submitting final costs to the appropriate agencies to secure other leveraged funds. Expenditure of Measure A and Measure W Funds remains subject to the limits set forth in the Agreement. The Sponsor may include additional work beyond the Scope of Work for the Project at its own expense. The TA will require these costs to be segregated from the other item work expenses and paid for with non-Measure A or Measure W Highway Program funds. Miscellaneous – fees from other agencies, including permit fees or reimbursement for review or oversight costs needed for the Project are eligible costs. However, the cost of permits or fees from the Project Sponsor will not be eligible. Utility relocation costs are eligible for reimbursement according to previous agreements establishing rights for those utilities. The costs for specialized equipment for testing, analysis or production of documents for Project- related work are also eligible. 94 Page 33 of 36 20016287.14 Exhibit D: Reimbursement Claim Form 95 Page 34 of 36 20016287.14 Exhibit E: National Transit Database Reporting Requirements The NTD was established by Congress to be the Nation’s primary source for information and statistics on the transit systems of the United States. Recipients or beneficiaries of grants from the Federal Transit Administration (FTA) under the Urbanized Area Formula Program (§5307) or Other than Urbanized Area (Rural) Formula Program (§5311) are required by statute to submit data to the NTD. Over 660 transit providers in urbanized areas currently report to the NTD through the Internet-based reporting system. Each year, NTD performance data is used to apportion over $5 billion of FTA funds to transit agencies in urbanized areas (UZAs). Annual NTD reports are submitted to Congress summarizing transit service and safety data. Below is a partial list of reported elements that may change at any time. For additional information, please go to the National Transit Database website at: https://www.transit.dot.gov/ntd. a) Deadhead (Miles/Hours): The miles and hours that a vehicle travels when out of revenue service. i) Deadhead includes: 1) Leaving or returning to the garage or yard facility; 2) Changing routes; 3) When there is no expectation of carrying revenue passengers; ii) However, deadhead does not include: 1) Charter service; 2) School bus service; 3) Operator training; 4) Maintenance training; b) Fuel Consumed: The quantity of fuel consumed for the service (by fuel type); c) Mechanical System Failure - Major: A failure of some mechanical element of the revenue vehicle that prevents the vehicle from completing a scheduled revenue trip or from starting the next scheduled revenue trip because actual movement is limited or because of safety concerns; d) Mechanical System Failure - Other: A failure of some other mechanical element of the revenue vehicle that, because of local agency policy, prevents the revenue vehicle from completing a scheduled revenue trip or from starting the next scheduled revenue trip even though the vehicle is physically able to continue in revenue service. Any mechanical problem that delayed service more than five minutes, even if no Road Call was required; e) Passenger Miles Traveled (PMT): The cumulative sum of the distances ridden by each passenger; f) Reportable Incident: A safety or security incident occurring on transit property or otherwise affecting revenue service that results in one or more of the following conditions: i) A fatality confirmed within 30 days of the incident; ii) An injury requiring immediate medical attention away from the scene for one or more persons; 96 Page 35 of 36 20016287.14 iii) Property damage equal to or exceeding $25,000; iv) An evacuation for life safety reasons; or v) A mainline derailment. g) Revenue Service (Miles, Hours, and Trips): The time when a vehicle is available to the general public and there is an expectation of carrying passengers. Vehicles operated in fare free service are considered in revenue service. i) Revenue service includes: 1) Layover / recovery time. ii) Revenue service excludes: 1) Deadhead 2) Vehicle maintenance testing 3) School bus service, and 4) Charter service. h) Total Service (Miles or Hours): The time or miles from when a transit vehicle starts (pull-out) from a garage to go into revenue service to the time or miles it returns to the garage (pull-in) after completing its revenue service. i) Since total service covers the time or miles between: 1) Pullout; and 2) Pull-in; ii) It therefore includes both: 1) Deadhead; and 2) Revenue service; i) Unlinked Passenger Trips (UPT): The number of passengers who board public transportation vehicles. Passengers are counted each time they board vehicles no matter how many vehicles they use to travel from their origin to their destination. 97 Page 36 of 36 20016287.14 Exhibit F: Quarterly/Annual Shuttle Program Progress Report Form 98 2022 West of 101 Pavement Rehabilitation Project Primary Grant Agreement with the San Mateo County Transportation Authority (TA) Ensuring Eligibility for Measure A & W Funding 99 Background on Measures A and W Primary Grant Agreement with the San Mateo County Transportation Authority 100 Primary Grant Agreement with the San Mateo County Transportation Authority PGA 3 Execution of PGA Tonight: Resolution Future Funding Applications Primary Grant Agreement(PGA) and Next Steps March 1, 2025: Deadline 101 Primary Grant Agreement with the San Mateo County Transportation Authority PGA 4 Thank you! 102 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-1218 Agenda Date:1/8/2025 Version:1 Item #:5b. Resolution supporting the Safe Routes to School 2025 project and approving project number st2507;accepting a San Mateo County Transportation Authority (TA)grant in the amount of $4,897,000 under the 2024 Pedestrian And Bicycle Program Cycle 7;approving local match funds of $500,000;approving associated Budget Amendment Number 25.032; and authorizing the City Manager to execute agreements. WHEREAS,the City of South San Francisco has identified key recommendations to improve road user safety, and has developed the Safe Routes to School 2025 Project (Project Number st2507)to construct pedestrian and bike improvements on city streets around Parkway Heights Middle School,Buri Buri Elementary School,Alta Loma Middle School, and Ponderosa Elementary School; and WHEREAS,the City has determined that the total cost to complete the Safe Routes to School 2025 Project is $5,397,000; and WHEREAS,the City requested $4,897,000 in funding from the San Mateo County Transportation Authority (TA)Pedestrian and Bicycle Program Cycle 7 Grant for the project,which has been recommended for funding as notified by the TA; and WHEREAS, the City has committed to providing up to $500,000 in matching funds for the project; and WHEREAS,the Safe Routes to School 2025 Project will improve pedestrian and cyclist safety,increase accessibility,and reduce traffic-related hazards near the identified schools,thereby contributing to the City’s broader mobility and safety goals; and WHEREAS,the total funding for the project,including $4,897,000 in grant funding and $500,000 in local match funds,will be used to implement vital infrastructure improvements,including upgraded walkways,high- visibility crosswalks, protected bike lanes, and traffic calming measures; and WHEREAS,the Safe Routes to School 2025 Project aligns with the City’s General Plan and Strategic Plan goals by enhancing the safety of vulnerable road users,promoting sustainable transportation,and ensuring the safe passage of children to and from school. City of South San Francisco Printed on 1/13/2025Page 1 of 2 powered by Legistar™103 File #:24-1218 Agenda Date:1/8/2025 Version:1 Item #:5b. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco as follows: 1.The City Council hereby supports the Safe Routes to School 2025 Project and approves Project Number st2507. 2.The City Council hereby accepts a San Mateo County Transportation Authority (TA)grant in the amount of $4,897,000 under the 2024 Pedestrian and Bicycle Program Cycle 7. 3.The City Council hereby approves local match funds in the amount of $500,000 to be funded from Citywide Transportation Impact Fees. 4.The City Council hereby approves Budget Amendment Number 25.032 to adjust projected revenue and expenditure for Fiscal Year 2024-25 in accordance with the project funding. 5.The City Council authorizes the City Manager to execute all necessary agreements and documents to facilitate the implementation of the Safe Routes to School 2025 Project and take any other actions necessary to carry out the intent of this resolution that does not materially increase the City’s obligations on behalf of the City Council, and subject to the approval as to form by the City Attorney. 6.The City Council authorizes and directs staff to proceed with the implementation of the Safe Routes to School 2025 Project,including the necessary infrastructure improvements to enhance safety and mobility for schoolchildren and promote sustainable transportation. 7.The City Council directs that the City’s budget be updated to reflect the allocation of funds and the scope of the Safe Routes to School 2025 Project. BE IT FURTHER RESOLVED the Finance Department is authorized to establish the Project Budget consistent with the information contained in this resolution and the accompanying staff report; and BE IT FURTHER RESOLVED that this resolution shall take effect immediately upon adoption. City of South San Francisco Printed on 1/13/2025Page 2 of 2 powered by Legistar™104 Safe Routes to School 2025 (ST2507) 105 Project Overview 106 Alta Loma & Buri Buri Neighborhood Traffic Circle School XWalk Bulb-out Raised XWalk Green Bike Symbols 107 Bike Path Bulb-out School XWalk Wider Sidewalk Parkway Heights 108 Ponderosa Bulb-out 109 Curb Extension and Corner Island Bulb-outs 110 Del Monte: Raised Crosswalk 111 Chestnut Bike Path 112 Neighborhood Traffic Circle Del Monte / San Felipe 113 Project Schedule 114 Budget Overview Funding Sources: Citywide Traffic Impact Fees $500,000 SMCTA Ped/Bike Grant $4,897,000 Expenditures: Planning & Design $675,000 Construction Engineering $845,000 Construction $3,377,000 Contingencies $500,000 Total Estimated Costs: $5,397,000 115 Thank You! Questions Discussion Motion 116 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-1225 Agenda Date:1/8/2025 Version:1 Item #:6. Staff report regarding adoption of a resolution approving the updated California Governor’s Office of Emergency Services Form 130 in order to accurately reflect the City of South San Francisco’s designated agents who are authorized to pursue state financial assistance under the Robert T.Stafford Disaster Relief and Emergency Assistance Act of 1988 and the California Disaster Assistance Act.(Karen Chang,Director of Finance) RECOMMENDATION It is recommended that the City Council adopt a resolution approving the California Governor’s Office of Emergency Services Form 130,which designates agents by title authorized to execute applications for and on behalf of the City of South San Francisco,in order to pursue state financial assistance under Public Law 93-288 as amended by the Robert T.Stafford Disaster Relief and Emergency Services Assistance Act of 1988,and/or the California Disaster Assistance Act.Once adopted,the resolution and names of those currently filling the positions will be submitted to the California Governor’s Office of Emergency Services. BACKGROUND/DISCUSSION The California Governor's Office of Emergency Services (Cal OES)responds to and aids in the recovery from emergencies within the State of California under the authorities of the California Emergency Services Act (ESA),the California Disaster Assistance Act (CDAA),the federal Robert T.Stafford Disaster Relief and Emergency Assistance Act (Stafford Act), and other legislation. Within Cal OES,the Recovery Section is responsible for managing disaster recovery and providing assistance to local governments,special districts,certain nonprofit organizations,individuals,businesses,and agricultural communities impacted by disasters.The Recovery Section ensures state and federal support are provided in an efficient and timely manner throughout the recovery process.The Recovery Section acts as the grantee for federally funded disaster assistance programs,as grantor for the state CDAA program,and coordinates recovery assistance for individuals,businesses,and the agricultural community.The Recovery Section provides technical support to reduce the costs and streamline the process of future recovery efforts. Additionally,the Recovery Section ensures proposed recovery projects are reviewed for environmental concerns and historical preservation activities are considered. CalOES Form 130 designates city representatives to submit for state reimbursement under Public Law 92-288 as amended by the Robert T.Stafford Disaster Relief and Emergency Assistance Act of 1988 and assistance under the California Disaster Assistance Act (CDAA).Without this designation,the City would be unable to submit disaster related activities for reimbursement. Council had approved an OES130 on May 13,2020 designated Christina Fernandez,Assistant to the City Manager;Heather Enders,Management Analyst II or Kenneth Anderson,Sr.Emergency Services Manager to submit for state reimbursement. City of South San Francisco Printed on 1/3/2025Page 1 of 2 powered by Legistar™117 File #:24-1225 Agenda Date:1/8/2025 Version:1 Item #:6. In the previously submitted OES 130 form,both names and titles of the above staff were listed.Due to staff information changes,the California Governor’s Office of Emergency Services requests that the City submit an updated form to reflect the current staff that can sign the reimbursement request on City’s behalf. Staff request the City Council approve the resolution designating Assistant City Manager,Deputy City Manager,Director of Finance,Fire Chief,and Emergency Services Captain,as authorized agents with Title only to submit for state reimbursement. CalOES Form 130 also authorizes designated city representatives to request reimbursement for a specific disaster,or for all open and future disasters up to three (3)years following the date of approval.Therefore, staff also request that the CalOES Form 130 authorization be a universal resolution that is effective for all open and future disasters up to three (3) years following the date of approval. FISCAL IMPACT If authorized, the City may receive state financial assistance for disaster related activities. RELATIONSHIP TO STRATEGIC PLAN Approval of CalOES Form 130 is a statutory requirement for acceptance of state financial assistance. CONCLUSION It is recommended that the City Council adopt a resolution approving the California Governor’s Office of Emergency Services Form 130,which designates agents by title authorized to execute applications for and behalf of the City of South San Francisco,in order to pursue state financial assistance under Public Law 93- 288 as amended by the Robert T.Stafford Disaster Relief and Emergency Services Assistance Act of 1988 and the California Disaster Assistance Act.Once adopted,the resolution and names of those currently filling the positions will be submitted to the California Governor’s Office of Emergency Services. Attachment: 1.CalOES Form 130 City of South San Francisco Printed on 1/3/2025Page 2 of 2 powered by Legistar™118 DESIGNATION OF APPLICANT'S AGENT RESOLUTION FOR NON-STATE AGENCIES BE IT RESOLVED BY THE OF THE (Governing Body) THAT is hereby authorized to execute for and on behalf of the , (Name of Applicant) a public entity established under the laws of the State of California, this application and to file it with the California Governor’s Office of Emergency Services for the purpose of obtaining federal financial assistance for any existing or future grant program, including, but not limited to any of the following: -Federally declared Disaster (DR), Fire Mitigation Assistance Grant (FMAG), California State Only Disaster (CDAA), Immediate Services Program (ISP), Hazard Mitigation Grant Program (HMGP), Building Resilient Infrastructure and Communities (BRIC), Legislative Pre-Disaster Mitigation Program (LPDM), under -Public Law 93-288 as amended by the Robert T. Stafford Disaster Relief and Emergency Assistance Act of 1988, and/or state financial assistance under the California Disaster Assistance Act. - Flood Mitigation Assistance Program (FMA), under Section 1366 of the National Flood Insurance Act of 1968. - National Earthquake Hazards Reduction Program (NEHRP) 42 U.S. Code 7704 (b) ((2) (A) (ix) and 42 U.S. Code 7704 (b) (2) (B) National Earthquake Hazards Reduction Program, and also The Consolidated Appropriations Act, 2018, Div. F, Department of Homeland Security Appropriations Act, 2018, Pub. L. No. 115-141 - California Early Earthquake Warning (CEEW) under CA Gov Code – Gov, Title 2, Div. 1, Chapter 7, Article 5, Sections 8587.8, 8587.11, 8587.12 That the , a public entity established under the (Name of Applicant) laws of the State of California, hereby authorizes its agent(s) to provide to the Governor’s Office of Emergency Services for all matters pertaining to such state disaster assistance the assurances and agreements required. STATE OF CALIFORNIA CALIFORNIA GOVERNOR'S OFFICE OF EMERGENCY SERVICES DESIGNATION OF APPLICANT'S AGENT RESOLUTION NON-STATE AGENCIES OES-FPD-130 (Rev. 10-2022) RECOVERY DIRECTORATE FINANCIAL PROCESSING DIVISION Cal OES ID No: _____________ OES-FPD-130 Rev. 10-2022 Page 1 of 4 (Title of Authorized Agent)(Title of Authorized Agent) (Title of Authorized Agent)(Title of Authorized Agent) (Title of Authorized Agent) ,OR , OR , OR , OR 119 Please check the appropriate box below This is a universal resolution and is effective for all open and future disasters/grants declared up to three (3) years following the date of approval. This is a disaster/grant specific resolution and is effective for only disaster/grant number(s): Passed and approved this __day of , 20 (Name and Title of Governing Body Representative) (Name and Title of Governing Body Representative) (Name and Title of Governing Body Representative) CERTIFICATION I, , duly appointed and of (Name) (Title) , do hereby certify that the above is a true and (Name of Applicant) correct copy of a resolution passed and approved by the (Governing Body) of the on the day of , 20 . (Name of Applicant) (Signature) (Title) STATE OF CALIFORNIA CALIFORNIA GOVERNOR'S OFFICE OF EMERGENCY SERVICES DESIGNATION OF APPLICANT'S AGENT RESOLUTION NON-STATE AGENCIES OES-FPD-130 (Rev. 10-2022) RECOVERY DIRECTORATE FINANCIAL PROCESSING DIVISION OES-FPD-130 Rev. 10-2022 Page 2 of 4 120 Cal OES Form 130 Instructions A Designation of Applicant’s Agent Resolution for Non-State Agencies is required of all Applicants to be eligible to receive funding. A new resolution must be submitted if a previously submitted resolution is older than three (3) years from the last date of approval, is invalid, or has not been submitted. When completing the Cal OES Form 130, Applicants should fill in the blanks on pages 1 and 2. The blanks are to be filled in as follows: Resolution Section: Governing Body: This is the group responsible for appointing and approving the Authorized Agents. Examples include: Board of Directors, City Council, Board of Supervisors, Board of Education, etc. Name of Applicant: The public entity established under the laws of the State of California. Examples include: School District, Office of Education, City, County or Non-profit agency that has applied for the grant, such as: City of San Diego, Sacramento County, Burbank Unified School District, Napa County Office of Education, University Southern California. Authorized Agent: These are the individuals that are authorized by the Governing Body to engage with the Federal Emergency Management Agency and the California Governor’s Office of Emergency Services regarding grants for which they have applied. There are two ways of completing this section: 1.Titles Only: The titles of the Authorized Agents should be entered here, not their names. This allows the document to remain valid if an Authorized Agent leaves the position and is replaced by another individual. If “Titles Only” is the chosen method, this document must be accompanied by either a cover letter naming the Authorized Agents by name and title, or the Cal OES AA Names document. The supporting document can be completed by any authorized person within the Agency (e.g., administrative assistant, the Authorized Agent, secretary to the Director). It does not require the Governing Body’s signature. 2.Names and Titles: If the Governing Body so chooses, the names and titles of the Authorized Agents would be listed. A new Cal OES Form 130 will be required if any of the Authorized Agents are replaced, leave the position listed on the document, or their title changes. STATE OF CALIFORNIA CALIFORNIA GOVERNOR'S OFFICE OF EMERGENCY SERVICES DESIGNATION OF APPLICANT'S AGENT RESOLUTION NON-STATE AGENCIES OES-FPD-130 (Rev. 10-2022) RECOVERY DIRECTORATE FINANCIAL PROCESSING DIVISION OES-FPD-130 Rev. 10-2022 Page 3 of 4 121 Checking Universal or Disaster-Specific Box: A Universal resolution is effective for all past disasters and for those declared up to three (3) years following the date of approval. Upon expiration it is no longer effective for new disasters, but it remains in effect for disasters declared prior to expiration. It remains effective until the disaster goes through closeout unless it is superseded by a newer resolution. Governing Body Representative: These are the names and titles of the approving Board Members. Examples include: Chairman of the Board, Director, Superintendent, etc. The names and titles cannot be one of the designated Authorized Agents. A minimum of three (3) approving board members must be listed. If less than three are present, meeting minutes must be attached in order to verify a quorum was met. Certification Section: Name and Title: This is the individual in attendance who recorded the creation and approval of this resolution. Examples include: City Clerk, Secretary to the Board of Directors, County Clerk, etc. This person cannot be one of the designated Authorized Agents or Approving Board Member. If a person holds two positions (such as City Manager and Secretary to the Board) and the City Manager is to be listed as an Authorized Agent, then that person could sign the document as Secretary to the Board (not City Manager) to eliminate “Self-Certification.” STATE OF CALIFORNIA CALIFORNIA GOVERNOR'S OFFICE OF EMERGENCY SERVICES DESIGNATION OF APPLICANT'S AGENT RESOLUTION NON-STATE AGENCIES OES-FPD-130 (Rev. 10-2022) RECOVERY DIRECTORATE FINANCIAL PROCESSING DIVISION OES-FPD-130 Rev. 10-2022 Page 4 of 4 122 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-1226 Agenda Date:1/8/2025 Version:1 Item #:6a. Resolution approving the updated California Governor’s Office of Emergency Services Form 130 in order to accurately reflect the City of South San Francisco’s designated agents who are authorized to pursue state financial assistance under the Robert T.Stafford Disaster Relief and Emergency Assistance Act of 1988 and the California Disaster Assistance Act. WHEREAS, the City of South San Francisco (“City”) remains committed to the economic recovery of our residents, businesses, and community; and WHEREAS,the City continues to seek mutual aid and public assistance from various state and federal sources; and WHEREAS,the California Governor’s Office of Emergency Services (“CalOES”)requires the designation of an agent to execute and submit documentation in order to request state financial assistance under Public Law 93-288 as amended by the Robert T.Stafford Disaster Relief and Emergency Assistance Act of 1988, and/or state financial assistance under the California Disaster Assistance Act (“Act”); and WHEREAS,the City’s previously submitted Form OES 130 contains outdated information for the City’s designated agents; and WHEREAS,CalOES requires the City to submit an updated form OES 130 to reflect the current City staff who are designated as authorized agents to submit for state financial assistance under the Act; and WHEREAS,the City desires that the CalOES Form 130 reflect that the authorized designated City agents are authorized to request reimbursement for all open and future disasters up to three (3)years following the date of the approval of this resolution. NOW THEREFORE,BE IT RESOLVED THAT the City Council of the City of South San Francisco adopts the resolution to authorize updating the California Governor’s Office of Emergency Services Form 130 in order to accurately reflect the City’s designated agents who are authorized to pursue state financial assistance under the Robert T.Stafford Disaster Relief and Emergency Assistance Act of 1988 and the California Disaster Assistance Act on behalf of the City, attached herein as Exhibit A. BE IT FURTHER RESOLVED THAT this authorization shall be effective for all open and future disasters up to three (3) years following the date of approval. BE IT FURTHER RESOLVED THAT the City Clerk shall prepare a certified copy of the attached CalOES Form 130, which shall be submitted to CalOES. BE IT FURTHER RESOLVED THAT the City Manager,or their designee,is hereby authorized to take any other action consistent with the intent of this resolution that does not materially alter the City’s obligations. City of South San Francisco Printed on 1/9/2025Page 1 of 2 powered by Legistar™123 File #:24-1226 Agenda Date:1/8/2025 Version:1 Item #:6a. ***** City of South San Francisco Printed on 1/9/2025Page 2 of 2 powered by Legistar™124 DESIGNATION OF APPLICANT'S AGENT RESOLUTION FOR NON-STATE AGENCIES BE IT RESOLVED BY THE OF THE (Governing Body) THAT is hereby authorized to execute for and on behalf of the , (Name of Applicant) a public entity established under the laws of the State of California, this application and to file it with the California Governor’s Office of Emergency Services for the purpose of obtaining federal financial assistance for any existing or future grant program, including, but not limited to any of the following: -Federally declared Disaster (DR), Fire Mitigation Assistance Grant (FMAG), California State Only Disaster (CDAA), Immediate Services Program (ISP), Hazard Mitigation Grant Program (HMGP), Building Resilient Infrastructure and Communities (BRIC), Legislative Pre-Disaster Mitigation Program (LPDM), under -Public Law 93-288 as amended by the Robert T. Stafford Disaster Relief and Emergency Assistance Act of 1988, and/or state financial assistance under the California Disaster Assistance Act. - Flood Mitigation Assistance Program (FMA), under Section 1366 of the National Flood Insurance Act of 1968. - National Earthquake Hazards Reduction Program (NEHRP) 42 U.S. Code 7704 (b) ((2) (A) (ix) and 42 U.S. Code 7704 (b) (2) (B) National Earthquake Hazards Reduction Program, and also The Consolidated Appropriations Act, 2018, Div. F, Department of Homeland Security Appropriations Act, 2018, Pub. L. No. 115-141 - California Early Earthquake Warning (CEEW) under CA Gov Code – Gov, Title 2, Div. 1, Chapter 7, Article 5, Sections 8587.8, 8587.11, 8587.12 That the , a public entity established under the (Name of Applicant) laws of the State of California, hereby authorizes its agent(s) to provide to the Governor’s Office of Emergency Services for all matters pertaining to such state disaster assistance the assurances and agreements required. STATE OF CALIFORNIA CALIFORNIA GOVERNOR'S OFFICE OF EMERGENCY SERVICES DESIGNATION OF APPLICANT'S AGENT RESOLUTION NON-STATE AGENCIES OES-FPD-130 (Rev. 10-2022) RECOVERY DIRECTORATE FINANCIAL PROCESSING DIVISION Cal OES ID No: _____________ OES-FPD-130 Rev. 10-2022 Page 1 of 4 (Title of Authorized Agent)(Title of Authorized Agent) (Title of Authorized Agent)(Title of Authorized Agent) (Title of Authorized Agent) ,OR , OR , OR , OR 125 Please check the appropriate box below This is a universal resolution and is effective for all open and future disasters/grants declared up to three (3) years following the date of approval. This is a disaster/grant specific resolution and is effective for only disaster/grant number(s): Passed and approved this __day of , 20 (Name and Title of Governing Body Representative) (Name and Title of Governing Body Representative) (Name and Title of Governing Body Representative) CERTIFICATION I, , duly appointed and of (Name) (Title) , do hereby certify that the above is a true and (Name of Applicant) correct copy of a resolution passed and approved by the (Governing Body) of the on the day of , 20 . (Name of Applicant) (Signature) (Title) STATE OF CALIFORNIA CALIFORNIA GOVERNOR'S OFFICE OF EMERGENCY SERVICES DESIGNATION OF APPLICANT'S AGENT RESOLUTION NON-STATE AGENCIES OES-FPD-130 (Rev. 10-2022) RECOVERY DIRECTORATE FINANCIAL PROCESSING DIVISION OES-FPD-130 Rev. 10-2022 Page 2 of 4 126 Cal OES Form 130 Instructions A Designation of Applicant’s Agent Resolution for Non-State Agencies is required of all Applicants to be eligible to receive funding. A new resolution must be submitted if a previously submitted resolution is older than three (3) years from the last date of approval, is invalid, or has not been submitted. When completing the Cal OES Form 130, Applicants should fill in the blanks on pages 1 and 2. The blanks are to be filled in as follows: Resolution Section: Governing Body: This is the group responsible for appointing and approving the Authorized Agents. Examples include: Board of Directors, City Council, Board of Supervisors, Board of Education, etc. Name of Applicant: The public entity established under the laws of the State of California. Examples include: School District, Office of Education, City, County or Non-profit agency that has applied for the grant, such as: City of San Diego, Sacramento County, Burbank Unified School District, Napa County Office of Education, University Southern California. Authorized Agent: These are the individuals that are authorized by the Governing Body to engage with the Federal Emergency Management Agency and the California Governor’s Office of Emergency Services regarding grants for which they have applied. There are two ways of completing this section: 1.Titles Only: The titles of the Authorized Agents should be entered here, not their names. This allows the document to remain valid if an Authorized Agent leaves the position and is replaced by another individual. If “Titles Only” is the chosen method, this document must be accompanied by either a cover letter naming the Authorized Agents by name and title, or the Cal OES AA Names document. The supporting document can be completed by any authorized person within the Agency (e.g., administrative assistant, the Authorized Agent, secretary to the Director). It does not require the Governing Body’s signature. 2.Names and Titles: If the Governing Body so chooses, the names and titles of the Authorized Agents would be listed. A new Cal OES Form 130 will be required if any of the Authorized Agents are replaced, leave the position listed on the document, or their title changes. STATE OF CALIFORNIA CALIFORNIA GOVERNOR'S OFFICE OF EMERGENCY SERVICES DESIGNATION OF APPLICANT'S AGENT RESOLUTION NON-STATE AGENCIES OES-FPD-130 (Rev. 10-2022) RECOVERY DIRECTORATE FINANCIAL PROCESSING DIVISION OES-FPD-130 Rev. 10-2022 Page 3 of 4 127 Checking Universal or Disaster-Specific Box: A Universal resolution is effective for all past disasters and for those declared up to three (3) years following the date of approval. Upon expiration it is no longer effective for new disasters, but it remains in effect for disasters declared prior to expiration. It remains effective until the disaster goes through closeout unless it is superseded by a newer resolution. Governing Body Representative: These are the names and titles of the approving Board Members. Examples include: Chairman of the Board, Director, Superintendent, etc. The names and titles cannot be one of the designated Authorized Agents. A minimum of three (3) approving board members must be listed. If less than three are present, meeting minutes must be attached in order to verify a quorum was met. Certification Section: Name and Title: This is the individual in attendance who recorded the creation and approval of this resolution. Examples include: City Clerk, Secretary to the Board of Directors, County Clerk, etc. This person cannot be one of the designated Authorized Agents or Approving Board Member. If a person holds two positions (such as City Manager and Secretary to the Board) and the City Manager is to be listed as an Authorized Agent, then that person could sign the document as Secretary to the Board (not City Manager) to eliminate “Self-Certification.” STATE OF CALIFORNIA CALIFORNIA GOVERNOR'S OFFICE OF EMERGENCY SERVICES DESIGNATION OF APPLICANT'S AGENT RESOLUTION NON-STATE AGENCIES OES-FPD-130 (Rev. 10-2022) RECOVERY DIRECTORATE FINANCIAL PROCESSING DIVISION OES-FPD-130 Rev. 10-2022 Page 4 of 4 128 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-1162 Agenda Date:1/8/2025 Version:1 Item #:7. ..Title Report regarding a resolution accepting a $10,000 grant from Genentech towards the 2025 South San Francisco Lunar New Year Night Market, and approving Budget Amendment Number 25.034 appropriating the funds. (Ernesto Lucero, Economic Development Manager) RECOMMENDATION Staff recommends City Council adopt a resolution accepting a $10,000 grant from Genentech, approving Budget Amendment Number 25.034 appropriating the funds. BACKGROUND Downtown revitalization efforts continue to be a high priority focus for Economic and Community Development Department (ECD) staff. In early 2024, significant community engagement was underway with local downtown stakeholders to understand how additional foot traffic could be impactful to local merchants. The Leadership Council of San Mateo County Emerging Leaders Cohort (Leadership Council) allocated a team of county-wide emerging leaders to help staff with outreach to downtown on ways to support increased downtown revitalization opportunities. The group conducted one-on-one business outreach walks along Grand, Baden, and Linden Avenues to hear directly from local merchants. The major themes they heard were related to capitalizing on new residents that recently moved downtown and ways to partner with local restaurants in need of an additional customer base. Through this engagement, the team focused on ways to activate the City-owned Breezeway property, which sits adjacent to the Miller Parking Garage and the Economic Advancement Center at 366 Grand Avenue. Ultimately, the team focused on the development of a pilot early evening event in the Breezeway with the goal of bringing biotech workers downtown after hours, supporting local restaurants, and activating the underutilized Breezeway space. The project concept was received by staff with the goal of implementing it when funds became available. Staff applied to the Genentech South San Francisco Civic Fund and has since been awarded $10,000 to implement a new South San Francisco Lunar New Year Night Market which will take place on February 7, 2025, in the Breezeway. More information about this event can be found at www.ssf.net <http://www.ssf.net> as details develop. DISCUSSION The Genentech South San Francisco Civic Fund annually issues a call for applications to projects and programs that have an impact within the South San Francisco community. As part of the commitment of Genentech to the local community, the fund is an annual grant opportunity intended to invest in local organizations and programs that serve South San Francisco, and events that enhance pride and community from its residents. Grant awards range between $5,000 and $25,000 per request. Qualified grant awardees must meet the following criterion: ·The project or program must demonstrate that it serves South San Francisco residents; ·The project, program, or event must take place in South San Francisco, or reasonably accessible to South San Francisco residents such as other communities within North San Mateo County; City of South San Francisco Printed on 1/3/2025Page 1 of 2 powered by Legistar™129 File #:24-1162 Agenda Date:1/8/2025 Version:1 Item #:7. ·The request is within $5,000 to $25,0000; and ·The organization must be recognized by the IRS as a tax exempt, public charity under sections 501(c)(3) and 501 (c)(6) of the Internal Revenue Code and be located in the United States; or be a US governmental organization (such as public schools, public colleges and universities, public hospitals and federally recognized Indian tribal governments), or local government. The South San Francisco Lunar New Year Night Market will feature cultural and food vendors that celebrate the Lunar New Year which include representation from Chinese, Korean, Vietnamese, Thai, Filipino, and Japanese vendors. Staff are engaged with OMG Entertainment as the event planner. OMG Entertainment held a success inaugural Pride Celebration in June of 2024 in South San Francisco, and puts on the annual Lunar New Year Festival in Millbrae which will take place again on Saturday and Sunday, January 25 and 26 later this month. FISCAL IMPACT There is no fiscal impact to the General Fund by accepting the grant funds. CONCLUSION This item supports one additional item staff is implementing to bring revitalization efforts downtown. Going forward if successful, this type of event could potentially be funded through a business improvement district. Staff recommends that the City Council adopt a resolution accepting and appropriating a grant in the amount of $10,000 from Genentech towards the 2025 South San Francisco Lunar New Year Night Market, and approving Budget Amendment Number 25.034, appropriating the funds. City of South San Francisco Printed on 1/3/2025Page 2 of 2 powered by Legistar™130 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-1221 Agenda Date:1/8/2025 Version:1 Item #:7a. Resolution accepting a $10,000 grant from Genentech towards the 2025 South San Francisco Lunar New Year Night Market, and approving Budget Amendment Number 24.034 appropriating the funds. WHEREAS, the City applied to the 2024 Genentech South San Francisco Civic Fund for a new event downtown to assist with revitalization efforts; and WHEREAS, the City was awarded a $10,000 grant to implement a new South San Francisco Lunar New Year Night Market using the Genentech South San Francisco Civic Fund; and WHEREAS, the event will take place within the Breezeway and surrounding surface parking lots at the Economic Advancement Center located at 366 Grand Avenue in South San Francisco. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby takes the following actions: 1.The foregoing recitals are true and correct and incorporated herein as part of this Resolution; and 2.Accepts a $10,000 grant from Genentech from the Genentech South San Francisco Civic Fund with the purposes of implementing a new South San Francsico Lunar New Year Night Market; and 3.Approves Budget Amendment Number 24.034, appropriating the grant funds; and 4.Authorizes the Director of Finance to take all necessary budgetary actions to carry out the intent of this Resolution; and 5.Authorizes the City Manager to take any other related actions necessary to carry out the intent of this Resolution. City of South San Francisco Printed on 1/13/2025Page 1 of 2 powered by Legistar™131 File #:24-1221 Agenda Date:1/8/2025 Version:1 Item #:7a. ***** City of South San Francisco Printed on 1/13/2025Page 2 of 2 powered by Legistar™132 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-994 Agenda Date:1/8/2025 Version:1 Item #:8. ..Title Report regarding adoption of a resolution approving the Second Amendment to the Lease Agreement for use of the Economic Advancement Center located at 366 Grand Avenue in South San Francisco to extend the Lease until August 31, 2025. (Ernesto Lucero, Economic Development Manager). RECOMMENDATION Staff recommend that the City Council adopt a resolution authorizing the City Manager to execute the Second Amendment to the Lease Agreement for 366 Grand Avenue,for the use of the Economic Advancement Center,to extend the Lease until August 31, 2025. BACKGROUND On July 24,2024,City Council approved a resolution authorizing the City Manager to execute the First Amendment to a lease agreement with Stacey S.Dobos Trust for use of the space for the Economic Advancement Center (EAC).The lease extension was executed, which extended the current lease until April 30, 2025. The property owner has requested confirmation if the City will continue to lease the property until at least August 31, 2025. This is due to the unique size of the space and the potential for delays in re-leasing the space. The property,encompassing approximately 6,900 square feet,has been a successful and attractive place for community members due to its central location,21 dedicated parking spaces,high pedestrian traffic along Grand Avenue,its walkability and proximity to many modes of transportation.The space also connects to the City-owned Breezeway next door. DISCUSSION With the current First Amendment to the lease agreement expiring on April 30,2025,the proposed Second Amendment would extend the lease for an additional four months,until August 31,2025.Terms in the Second Amendment remain the same as the First Amendment,which include a lease rate of $2.40 per square foot,or $16,567 per month,a $500 janitorial credit per month,and continues to provide the City the ability to sublease all or portions of the EAC to other economic mobility partners.The total cost of the Second Amendment lease payments totals $66,268 and would be fully funded from funds already appropriated for the EAC. Since the Council approved the First Amendment to the Lease Agreement last July,San Mateo County (County)approved and allocated $270,000 in grant funds for programmatic costs at the EAC.This contribution allows more short-term flexibility for the City to work with the property owner and EAC partners on a funding strategy into Fiscal Year (FY) 2025-26 and beyond.Staff also continue to meet with the County and its North Fair Oaks Economic and Employment Center (EDD),and the Opportunity Center of the Coastside (OCC)in Half Moon Bay through a Chan Zuckerberg Initiative (CZI)grant to measure the impact of the three economic mobility centers.This work should conclude by Spring City of South San Francisco Printed on 1/3/2025Page 1 of 2 powered by Legistar™133 File #:24-994 Agenda Date:1/8/2025 Version:1 Item #:8. 2025. FISCAL IMPACT There is no additional impact to the General Fund associated with adopting the associated resolution.The lease payments will be funded by previously appropriated grant funds. CONCLUSION Staff recommend that the Council adopt a resolution authorizing the City Manager to execute a Second Amendment to the Lease Agreement for 366 Grand Avenue,for the use of the Economic Advancement Center,to extend the Lease until August 31, 2025. City of South San Francisco Printed on 1/3/2025Page 2 of 2 powered by Legistar™134 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-995 Agenda Date:1/8/2025 Version:1 Item #:8a. Resolution authorizing the City Manager to execute the Second Amendment to the lease agreement for use of the Economic Advancement Center located at 366 Grand Avenue in South San Francisco to extend the Lease until August 31, 2025. WHEREAS, on April 28, 2021, City Council approved and authorized the City Manager to execute a Lease Agreement (“Lease”) with the Stacey S. Dobos Trust (“Property Owner”) to lease the commercial space at 366 Grand Avenue for purposes of opening the Economic Advancement Center, as attached hereto and incorporated herein as Exhibit A. The term of the lease expired on October 31, 2024; and WHEREAS, on July 24, 2025, City Council approved and authorized the City Manager to execute the First Amendment to the Lease; and WHEREAS, the First Amendment to the Lease is set to expire on April 30, 2025, as attached hereto and incorporated herein as Exhibit B and City has negotiated a Second Amendment with the Property Owner, attached hereto and incorporated herein as Exhibit C; and WHEREAS, the Second Amendment would extend the term of the Lease to August 31, 2025, and continue with the same the rent to be at a rate of $2.40 per square foot with a monthly janitorial credit of $500, as well as continue to clarify the City’s ability to sublease a portion or all of the space to other economic mobility partners; and WHEREAS, the total cost of the Second Amendment will be funded with already appropriated grant funds appropriated for the Economic Advancement Center. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco hereby takes the following actions: 1.The City Council finds that the foregoing recitals are true and correct and incorporated herein as part of this Resolution; and 2.Approves and authorizes the City Manager to execute the Second Amendment to the Lease Agreement (Exhibit C) with the Stacey S. Dobos Trust in substantially the same form as Exhibit B, subject to approval as to form by the City Attorney; and 3.Authorizes the Finance Director to take all necessary budgetary actions to carry out the intent of this Resolution, City of South San Francisco Printed on 1/13/2025Page 1 of 2 powered by Legistar™135 File #:24-995 Agenda Date:1/8/2025 Version:1 Item #:8a. which may straddle appropriations across multiple fiscal years; and 4.Authorizes the City Manager to take any other related actions necessary to carry out the intent of this Resolution. ***** City of South San Francisco Printed on 1/13/2025Page 2 of 2 powered by Legistar™136 STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE - GROSS (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS) 1.Basic Provisions ("Basic Provisions"). 1.1 Parties:This Lease ("Lease"), dated for reference purposes only , is made by and between ("Lessor") and ("Lessee"), (collectively the "Parties", or individually a "Party"). 1.2 Premises:That certain real property, including all improvements therein or to be provided by Lessor under the terms of this Lease, commonly known as (street address, city, state, zip):, ("Premises"). The Premises are located in the County of , and are generally described as (describe briefly the nature of the property and, if applicable, the "Project", if the property is located within a Project): . (See also Paragraph 2) 1.3 Term:years and months ("Original Term")commencing ("Commencement Date")and ending ("Expiration Date"). (See also Paragraph 3) 1.4 Early Possession:If the Premises are available Lessee may have non-exclusive possession of the Premises commencing ("Early Possession Date"). (See also Paragraphs 3.2 and 3.3) 1.5 Base Rent: $per month ("Base Rent"), payable on the day of each month commencing . (See also Paragraph 4) If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted. See Paragraph 1.6 Base Rent and Other Monies Paid Upon Execution: (a)Base Rent: $for the period . (b)Security Deposit: $("Security Deposit"). (See also Paragraph 5) (c)for the periodAssociation Fees:$ (d)Other: $for . (e)Total Due Upon Execution of this Lease: $. 1.7 Agreed Use: (See also Paragraph 6) 1.8 Insuring Party:Lessor is the "Insuring Party".The annual "Base Premium"is $(See also Paragraph 8) 1.9 Real Estate Brokers: (See also Paragraph 15 and 25) (a)Representation:Each Party acknowledges receiving a Disclosure Regarding Real Estate Agency Relationship, confirms and consents to the following agency relationships in this Lease with the following real estate brokers ("Broker(s)") and/or their agents ("Agent(s)"): Lessor's Brokerage Firm License No.Is the broker of (check one): the Lessor; or both the Lessee and Lessor (dual agent). Lessor's Agent License No.Is (check one): the Lessor's Agent (salesperson or broker associate); or both the Lessee's Agent and the Lessor's Agent (dual agent). Lessee's Brokerage Firm License No.Is the broker of (check one): the Lessee; or both the Lessee and Lessor (dual agent). Lessee's Agent License No.Is (check one): the Lessee's Agent (salesperson or broker associate); or both the Lessee's Agent and the Lessor's Agent (dual agent). PAGE 1 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Phone:Fax: Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com July 12, 2021 Stacey S. Dobos, as Trustee of the Stacey S. Dobos Trust Agreement dated November 26, 2003 City of South San Francisco 366 Grand Ave South San Francisco CA 94080 San Mateo an approximately 6,903 rentable square foot building and attached parking lot, situated on Grand Avenue Three (3)One (1)October 1, 2021 October 31, 2024 13,115.70 first November 1, 2021 X 51 13,115.70 November 1, 2021 to November 30, 2021 12,000.00 NA NA 25,115.70 The Premises shall be used for small business and entrepreneurship center or related uses authorized by the City of South San Francisco and approved by Lessor 4,581.00 SC Properties 01383173 X Bob Guglielmi 0064075 X NA NA SC Properties, 311 South Ellsworth Avenue San Mateo CA 94401 (650)342-3030 (650)375-7781 Lindsey Baggetta 366 Grand- City of 6ocuSignvWnvelopevY65v9;6';177puf3up9293p,;07p'7,432u7;;uf6ocuSignvWnvelopevY65v49k16uW4p2f7,p9169p022kp721'f47'412f Exhibit A 137 (b)Payment to Brokers:Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Brokers the brokerage fee agreed to in a separate written agreement (or if there is no such agreement, the sum of or % of the Base Rent) for the brokerage services rendered by the Brokers. 1.10 Guarantor.The obligations of the Lessee under this Lease are to be guaranteed by ("Guarantor"). (See also Paragraph 37) 1.11 Attachments.Attached hereto are the following, all of which constitute a part of this Lease: an Addendum consisting of Paragraphs through ; a plot plan depicting the Premises; a current set of the Rules and Regulations; a Work Letter; other (specify): . 2.Premises. 2.1 Letting.Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set forth in this Lease. While the approximate square footage of the Premises may have been used in the marketing of the Premises for purposes of comparison, the Base Rent stated herein is NOT tied to square footage and is not subject to adjustment should the actual size be determined to be different.Note: Lessee is advised to verify the actual size prior to executing this Lease. Condition.Lessor shall deliver the Premises to Lessee broom clean and free of debris on the Commencement Date or the Early2.2 Possession Date, whichever first occurs ("Start Date"), and, so long as the required service contracts described in Paragraph 7.1(b) below are obtained by Lessee and in effect within thirty days following the Start Date, warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems ("HVAC"), loading doors, sump pumps, if any, and all other such elements in the Premises, other than those constructed by Lessee, shall be in good operating condition on said date and that the surface and structural elements of the roof, bearing walls and foundation of any buildings on the Premises (the "Building") shall be free of material defects, and that the Unit does not contain hazardous levels of any mold or fungi defined as toxic under applicable state or federal law. If a non-compliance with said warranty exists as of the Start Date, or if one of such systems or elements should malfunction or fail within the appropriate warranty period, Lessor shall, as Lessor's sole obligation with respect to such matter, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, rectify same at Lessor's expense. The warranty periods shall be as follows: (i) 6 months as to the HVAC systems, and (ii) 30 days as to the remaining systems and other elements of the Building. If Lessee does not give Lessor the required notice within the appropriate warranty period, correction of any such non-compliance, malfunction or failure shall be the obligation of Lessee at Lessee's sole cost and expense, except for the roof, foundations, and bearing walls which are handled as provided in paragraph 7. Lessor also warrants, that unless otherwise specified in writing, Lessor is unaware of (i) any recorded Notices of Default affecting the Premise; (ii) any delinquent amounts due under any loan secured by the Premises; and (iii) any bankruptcy proceeding affecting the Premises. 2.3 Compliance.Lessor warrants that to the best of its knowledge the improvements on the Premises comply with the building codes, applicable laws, covenants or restrictions of record, regulations, and ordinances ("Applicable Requirements") that were in effect at the time that each improvement, or portion thereof, was constructed. Said warranty does not apply to the use to which Lessee will put the Premises, modifications which may be required by the Americans with Disabilities Act or any similar laws as a result of Lessee's use (see Paragraph 50), or to any Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee.NOTE: Lessee is responsible for determining whether or not the Applicable Requirements, and especially the zoning, are appropriate for Lessee's intended use, and acknowledges that past uses of the Premises may no longer be allowed.If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, rectify the same at Lessor's expense. If Lessee does not give Lessor written notice of a non-compliance with this warranty within 6 months following the Start Date, correction of that non-compliance shall be the obligation of Lessee at Lessee's sole cost and expense. If the Applicable Requirements are hereafter changed so as to require during the term of this Lease the construction of an addition to or an alteration of the Premises and/or Building, the remediation of any Hazardous Substance, or the reinforcement or other physical modification of the Unit, Premises and/or Building ("Capital Expenditure"), Lessor and Lessee shall allocate the cost of such work as follows: (a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specific and unique use of the Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months' Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing, within 10 days after receipt of Lessee's termination notice that Lessor has elected to pay the difference between the actual cost thereof and an amount equal to 6 months' Base Rent. If Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a termination date at least 90 days thereafter. Such termination date shall, however, in no event be earlier than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure. (b) If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as, governmentally mandated seismic modifications), then Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease or any extension thereof, on the date that on which the Base Rent is due, an amount equal to 1/144th of the portion of such costs reasonably attributable to the Premises. Lessee shall pay Interest on the balance but may prepay its obligation at any time. If, however, such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay its share thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies Lessor, in writing, within 10 days after receipt of Lessor's termination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect to terminate, and fails to tender its share of any such Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, PAGE 2 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com NA X 51 64 X 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 138 from Rent until Lessor's share of such costs have been fully paid. If Lessee is unable to finance Lessor's share, or if the balance of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days written notice to Lessor. (c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non-voluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use, change in intensity of use, or modification to the Premises then, and in that event, Lessee shall either: (i) immediately cease such changed use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure, or (ii) complete such Capital Expenditure at its own expense. Lessee shall not, however, have any right to terminate this Lease. 2.4 Acknowledgements.Lessee acknowledges that: (a) it has been given an opportunity to inspect and measure the Premises, (b) it has been advised by Lessor and/or Brokers to satisfy itself with respect to the size and condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements and the Americans with Disabilities Act), and their suitability for Lessee's intended use, (c) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, (d) it is not relying on any representation as to the size of the Premises made by Brokers or Lessor, (e) the square footage of the Premises was not material to Lessee's decision to lease the Premises and pay the Rent stated herein, and (f) neither Lessor, Lessor's agents, nor Brokers have made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers have made no representations, promises or warranties concerning Lessee's ability to honor the Lease or suitability to occupy the Premises, and (ii) it is Lessor's sole responsibility to investigate the financial capability and/or suitability of all proposed tenants. 2.5 Lessee as Prior Owner/Occupant.The warranties made by Lessor in Paragraph 2 shall be of no force or effect if immediately priorto the Start Date Lessee was the owneroroccupantofthePremises.Insuchevent,Lesseeshallbe responsibleforanynecessary corrective work. 3.Term. 3.1 Term.The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3. 3.2 Early Possession.Any provision herein granting Lessee Early Possession of the Premises is subject to and conditioned upon the Premises being available for such possession prior to the Commencement Date. Any grant of Early Possession only conveys a non-exclusive right to occupy the Premises. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pay Base Rent shall be abated for the period of such Early Possession. All other terms of this Lease (including but not limited to the obligations to pay Real Property Taxes and insurance premiums and to maintain the Premises) shall be in effect during such period. Any such Early Possession shall not affect the Expiration Date. 3.3 Delay In Possession.Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee by the Commencement Date. If, despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or change the Expiration Date. Lessee shall not, however, be obligated to pay Rent or perform its other obligations until Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee. If possession is not delivered within 60 days after the Commencement Date, as the same may be extended under the terms of any Work Letter executed by Parties, Lessee may, at its option, by notice in writing within 10 days after the end of such 60 day period, cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder. If such written notice is not received by Lessor within said 10 day period, Lessee's right to cancel shall terminate. If possession of the Premises is not delivered within 120 days after the Commencement Date, this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in writing. 3.4 Lessee Compliance.Lessor shall not be required to deliver possession of the Premises to Lessee until Lessee complies with its obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor's election to withhold possession pending receipt of such evidence of insurance. Further, if Lessee is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession until such conditions are satisfied. 4.Rent. 4.1 Rent Defined.All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent ("Rent"). 4.2 Payment.Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction (except as specifically permitted in this Lease), on or before the day on which it is due. All monetary amounts shall be rounded to the nearest whole dollar. In the event that any invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the amount set forth in this Lease. Rent for any period during the term hereof which is for less than one full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor's rights to the balance of such Rent, regardless of Lessor's endorsement of any check so stating. In the event that any check, draft, or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 in addition to any Late Charge and Lessor, at its option, may require all future payments to be made by Lessee to be by cashier's check. Payments will be applied first to accrued late charges and attorney's fees, second to accrued interest, then to Base Rent, Insurance and Real Property Taxes, and any remaining amount to any other outstanding charges or costs. 4.3 Association Fees.In addition to the Base Rent, Lessee shall pay to Lessor each month an amount equal to any owner's association or condominium fees levied or assessed against the Premises. Said monies shall be paid at the same time and in the same manner as the Base Rent. 5.Security Deposit.Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessee's faithful performance of its obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or retain all or any portion of said Security Deposit for the payment of any amount already due Lessor, for Rents which will be due in the future, and/ or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall within 10 days after written request therefor deposit monies with Lessor sufficient to restore said PAGE 3 OF 19 INITIALSINITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 139 Security Deposit to the full amount required by this Lease. If the Base Rent increases during the term of this Lease, Lessee shall, upon written request from Lessor, deposit additional monies with Lessor so that the total amount of the Security Deposit shall at all times bear the same proportion to the increased Base Rent as the initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Security Deposit to the extent necessary, in Lessor's reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. If a change in control of Lessee occurs during this Lease and following such change the financial condition of Lessee is, in Lessor's reasonable judgment, significantly reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the Security Deposit to be at a commercially reasonable level based on such change in financial condition. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within 90 days after the expiration or termination of this Lease, Lessor shall return that portion of the Security Deposit not used or applied by Lessor. Lessor shall upon written request provide Lessee with an accounting showing how that portion of the Security Deposit that was not returned was applied. No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease. THE SECURITY DEPOSIT SHALL NOT BE USED BY LESSEE IN LIEU OF PAYMENT OF THE LAST MONTH’S RENT. 6.Use. 6.1 Use.Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties. Other than guide, signal and seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish, or reptiles. Lessor shall not unreasonably withhold or delay its consent to any request for a modification of the Agreed Use, so long as the same will not impair the structural integrity of the improvements on the Premises or the mechanical or electrical systems therein, and/or is not significantly more burdensome to the Premises. If Lessor elects to withhold consent, Lessor shall within 7 days after such request give written notification of same, which notice shall include an explanation of Lessor's objections to the change in the Agreed Use. 6.2 Hazardous Substances. (a)Reportable Uses Require Consent.The term "Hazardous Substance"as used in this Lease shall mean any product, substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for potential liability of Lessor to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, by-products or fractions thereof. Lessee shall not engage in any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and timely compliance (at Lessee's expense) with all Applicable Requirements."Reportable Use"shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use, ordinary office supplies (copier toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination) of protective modifications (such as concrete encasements) and/or increasing the Security Deposit. (b)Duty to Inform Lessor.If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance. (c)Lessee Remediation.Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense, comply with all Applicable Requirements and take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee, or any third party. (d)Lessee Indemnification.Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys' and consultants' fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance under the Premises from adjacent properties not caused or contributed to by Lessee). Lessee's obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease.No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement. (e)Lessor Indemnification.Except as otherwise provided in paragraph 8.7, Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, which result from Hazardous Substances which existed on the Premises prior to Lessee's occupancy or which are caused by PAGE 4 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 140 the gross negligence or willful misconduct of Lessor, its agents or employees. Lessor's obligations, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. (f)Investigations and Remediations.Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to Lessee's occupancy, unless such remediation measure is required as a result of Lessee's use (including "Alterations", as defined in Paragraph 7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor's investigative and remedial responsibilities. (g)Lessor Termination Option.If a Hazardous Substance Condition (see Paragraph 9.1(e)) occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable Requirements and this Lease shall continue in full force and effect, but subject to Lessor's rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor's option, either (i) investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or $100,000, whichever is greater, give written notice to Lessee, within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor's desire to terminate this Lease as of the date 60 days following the date of such notice. In the event Lessor elects to give a termination notice, Lessee may, within 10 days thereafter, give written notice to Lessor of Lessee's commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12 times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days following such commitment. In such event, this Lease shall continue in full force and effect, and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are available. If Lessee does not give such notice and provide the required funds or assurance thereof within the time provided, this Lease shall terminate as of the date specified in Lessor's notice of termination. 6.3 Lessee's Compliance with Applicable Requirements.Except as otherwise provided in this Lease, Lessee shall, at Lessee's sole expense, fully, diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire insurance underwriter or rating bureau, and the recommendations of Lessor's engineers and/or consultants which relate in any manner to the Premises, without regard to whether said Applicable Requirements are now in effect or become effective after the Start Date. Lessee shall, within 10 days after receipt of Lessor's written request, provide Lessor with copies of all permits and other documents, and other information evidencing Lessee's compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements. Likewise, Lessee shall immediately give written notice to Lessor of: (i) any water damage to the Premises and any suspected seepage, pooling, dampness or other condition conducive to the production of mold; or (ii) any mustiness or other odors that might indicate the presence of mold in the Premises. In addition, Lessee shall provide Lessor with copies of its business license, certificate of occupancy and/or any similar document within 10 days of the receipt of a written request therefor. 6.4 Inspection; Compliance.Lessor and Lessor's "Lender"(as defined in Paragraph 30) and consultants authorized by Lessor shall have the right to enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable notice, for the purpose of inspecting and/or testing the condition of the Premises and/or for verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see paragraph 9.1) is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority. In such case, Lessee shall upon request reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably related to the violation or contamination. In addition, Lessee shall provide copies of all relevant material safety data sheets (MSDS) to Lessor within 10 days of the receipt of a written request therefor. Lessee acknowledges that any failure on its part to allow such inspections or testing will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, should the Lessee fail to allow such inspections and/or testing in a timely fashion the Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater for the remainder to the Lease. The Parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to allow such inspection and/or testing. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to such failure nor prevent the exercise of any of the other rights and remedies granted hereunder. 7.Maintenance; Repairs; Utility Installations; Trade Fixtures and Alterations. 7.1 Lessee's Obligations. (a)In General.Subject to the provisions of Paragraph 2.2 (Condition), 2.3 (Compliance), 6.3 (Lessee's Compliance with Applicable Requirements), 7.2 (Lessor's Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at Lessee's sole expense, keep the Premises, Utility Installations (intended for Lessee's exclusive use, no matter where located), and Alterations in good order, condition and repair (whether or not the portion of the Premises requiring repairs, or the means of repairing the same, are reasonably or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of Lessee's use, any prior use, the elements or the age of such portion of the Premises), including, but not limited to, all equipment or facilities, such as plumbing, HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, fire protection system, fixtures, walls (interior and exterior), ceilings, floors, stairs, windows, doors, plate glass, skylights, landscaping, driveways, parking lots, fences, retaining walls, signs, sidewalks and parkways located in, on, or adjacent to the Premises. Lessee is also responsible for keeping the roof and roof drainage clean and free of debris. Lessor shall keep the surface and structural elements of the roof, foundations, and bearing walls in good repair (see paragraph 7.2). Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices, specifically including the procurement and maintenance of the service contracts required by Paragraph 7.1(b) below. Lessee's obligations shall include restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition and state of repair. Lessee shall, during the term of this Lease, keep the exterior appearance of the Building in a first-class condition (including, e.g. graffiti removal) consistent with the exterior appearance of other similar facilities of comparable age and size in the vicinity, including, when necessary, the exterior repainting of the Building. PAGE 5 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 141 (b)Service Contracts.Lessee shall, at Lessee's sole expense, procure and maintain contracts, with copies to Lessor, in customary form and substance for, and with contractors specializing and experienced in the maintenance of the following equipment and improvements, if any, if and when installed on the Premises: (i) HVAC equipment, (ii) boiler, and pressure vessels, (iii) fire extinguishing systems, including fire alarm and/or smoke detection, (iv) landscaping and irrigation systems, and (v) clarifiers. However, Lessor reserves the right, upon notice to Lessee, to procure and maintain any or all of such service contracts, and Lessee shall reimburse Lessor, upon demand, for the cost thereof. (c)Failure to Perform.If Lessee fails to perform Lessee's obligations under this Paragraph 7.1, Lessor may enter upon the Premises after 10 days' prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be required), perform such obligations on Lessee's behalf, and put the Premises in good order, condition and repair, and Lessee shall promptly pay to Lessor a sum equal to 115% of the cost thereof. (d)Replacement.Subject to Lessee's indemnification of Lessor as set forth in Paragraph 8.7 below, and without relieving Lessee of liability resulting from Lessee's failure to exercise and perform good maintenance practices, if an item described in Paragraph 7.1(b) cannot be repaired other than at a cost which is in excess of 50% of the cost of replacing such item, then such item shall be replaced by Lessor, and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease or any extension thereof, on the date on which Base Rent is due, an amount equal to the product of multiplying the cost of such replacement by a fraction, the numerator of which is one, and the denominator of which is 144 (ie. 1/144th of the cost per month). Lessee shall pay Interest on the unamortized balance but may prepay its obligation at any time. 7.2 Lessor's Obligations.Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 9 (Damage or Destruction) and 14 (Condemnation), it is intended by the Parties hereto that Lessor have no obligation, in any manner whatsoever, to repair and maintain the Premises, or the equipment therein, all of which obligations are intended to be that of the Lessee, except for the surface and structural elements of the roof, foundations and bearing walls, the repair of which shall be the responsibility of Lessor upon receipt of written notice that such a repair is necessary. It is the intention of the Parties that the terms of this Lease govern the respective obligations of the Parties as to maintenance and repair of the Premises, and they expressly waive the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease. 7.3 Utility Installations; Trade Fixtures; Alterations. (a)Definitions.The term "Utility Installations"refers to all floor and window coverings, air and/or vacuum lines, power panels, electrical distribution, security and fire protection systems, communication cabling, lighting fixtures, HVAC equipment, plumbing, and fencing in or on the Premises. The term "Trade Fixtures"shall mean Lessee's machinery and equipment that can be removed without doing material damage to the Premises. The term "Alterations"shall mean any modification of the improvements, other than Utility Installations or Trade Fixtures, whether by addition or deletion."Lessee Owned Alterations and/or Utility Installations"are defined as Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a). (b)Consent.Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor's prior written consent. Lessee may, however, make non-structural Alterations or Utility Installations to the interior of the Premises (excluding the roof) without such consent but upon notice to Lessor, as long as they are not visible from the outside, do not involve puncturing, relocating or removing the roof or any existing walls, will not affect the electrical, plumbing, HVAC, and/or life safety systems, do not trigger the requirement for additional modifications and/or improvements to the Premises resulting from Applicable Requirements, such as compliance with Title 24, and the cumulative cost thereof during this Lease as extended does not exceed a sum equal to 3 month's Base Rent in the aggregate or a sum equal to one month's Base Rent in any one year. Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations and/or install anything on the roof without the prior written approval of Lessor. Lessor may, as a precondition to granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee's: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, and (iii) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with as-built plans and specifications. For work which costs an amount in excess of one month's Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal to 150% of the estimated cost of such Alteration or Utility Installation and/or upon Lessee's posting an additional Security Deposit with Lessor. (c)Liens; Bonds.Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic's or materialmen's lien against the Premises or any interest therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to post notices of non-responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action, Lessee shall pay Lessor's attorneys' fees and costs. 7.4 Ownership; Removal; Surrender; and Restoration. (a)Ownership.Subject to Lessor's right to require removal or elect ownership as hereinafter provided, all Alterations and Utility Installations made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time, elect in writing to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise instructed per Paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises. (b)Removal.By delivery to Lessee of written notice from Lessor not earlier than 90 and not later than 30 days prior to the end of the term of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration or termination of this Lease. Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations or Utility Installations made without the required consent. PAGE 6 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 142 (c)Surrender; Restoration.Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. "Ordinary wear and tear" shall not include any damage or deterioration that would have been prevented by good maintenance practice. Notwithstanding the foregoing and the provisions of Paragraph 7.1(a), if the Lessee occupies the Premises for 12 months or less, then Lessee shall surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall completely remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third party (except Hazardous Substances which were deposited via underground migration from areas outside of the Premises) even if such removal would require Lessee to perform or pay for work that exceeds statutory requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. Any personal property of Lessee not removed on or before the Expiration Date or any earlier termination date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall constitute a holdover under the provisions of Paragraph 26 below. 8.Insurance; Indemnity. 8.1 Payment of Premium Increases. (a) Lessee shall pay to Lessor any insurance cost increase ("Insurance Cost Increase") occurring during the term of this Lease. Insurance Cost Increase is defined as any increase in the actual cost of the insurance required under Paragraph 8.2(b), 8.3(a) and 8.3(b), over and above the Base Premium as hereinafter defined calculated on an annual basis. Insurance Cost Increase shall include but not be limited to increases resulting from the nature of Lessee's occupancy, any act or omission of Lessee, requirements of the holder of mortgage or deed of trust covering the Premises, increased valuation of the Premises and/or a premium rate increase. The parties are encouraged to fill in the Base Premium in paragraph 1.8 with a reasonable premium for the Required Insurance based on the Agreed Use of the Premises. If the parties fail to insert a dollar amount in Paragraph 1.8, then the Base Premium shall be the lowest annual premium reasonably obtainable for the Required Insurance as of the commencement of the Original Term for the Agreed Use of the Premises. In no event, however, shall Lessee be responsible for any portion of the increase in the premium cost attributable to liability insurance carried by Lessor under Paragraph 8.2(b) in excess of $2,000,000 per occurrence. (b) Lessee shall pay any such Insurance Cost Increase to Lessor within 30 days after receipt by Lessee of a copy of the premium statement or other reasonable evidence of the amount due. If the insurance policies maintained hereunder cover other property besides the Premises, Lessor shall also deliver to Lessee a statement of the amount of such Insurance Cost Increase attributable only to the Premises showing in reasonable detail the manner in which such amount was computed. Premiums for policy periods commencing prior to, or extending beyond the term of this Lease, shall be prorated to correspond to the term of this Lease. 8.2 Liability Insurance. (a)Carried by Lessee.Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an annual aggregate of not less than $2,000,000. Lessee shall add Lessor as an additional insured by means of an endorsement at least as broad as the Insurance Service Organization's "Additional Insured-Managers or Lessors of Premises" Endorsement. The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease as an "insured contract"for the performance of Lessee's indemnity obligations under this Lease. The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder. Lessee shall provide an endorsement on its liability policy(ies) which provides that its insurance shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only. (b)Carried by Lessor.Lessor shall maintain liability insurance as described in Paragraph 8.2(a), in addition to, and not in lieu of, the insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured therein. 8.3 Property Insurance - Building, Improvements and Rental Value. (a)Building and Improvements.The Insuring Party shall obtain and keep in force a policy or policies in the name of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Premises. The amount of such insurance shall be equal to the full insurable replacement cost of the Premises, as the same shall exist from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof. Lessee Owned Alterations and Utility Installations, Trade Fixtures, and Lessee's personal property shall be insured by Lessee not by Lessor. If the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood and/or earthquake unless required by a Lender or included in the Base Premium), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. If such insurance coverage has a deductible clause, the deductible amount shall not exceed $5,000 per occurrence, and Lessee shall be liable for such deductible amount in the event of an Insured Loss. (b)Rental Value.The Insuring Party shall obtain and keep in force a policy or policies in the name of Lessor with loss payable to Lessor and any Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an additional 180 days ("Rental Value Insurance"). Said insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and the amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by Lessee, for the next 12 month period. Lessee shall be liable for any deductible amount in the event of such loss. (c)Adjacent Premises.If the Premises are part of a larger building, or of a group of buildings owned by Lessor which are adjacent to the Premises, the Lessee shall pay for any increase in the premiums for the property insurance of such building or buildings if said increase is caused by Lessee's acts, omissions, use or occupancy of the Premises. PAGE 7 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 143 8.4 Lessee's Property; Business Interruption Insurance; Worker's Compensation Insurance. (a)Property Damage.Lessee shall obtain and maintain insurance coverage on all of Lessee's personal property, Trade Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to exceed $1,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations. (b)Business Interruption.Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in the business of Lessee or attributable to prevention of access to the Premises as a result of such perils. (c)Worker's Compensation Insurance.Lessee shall obtain and maintain Worker's Compensation Insurance in such amount as may be required by Applicable Requirements. Such policy shall include a ‘Waiver of Subrogation’ endorsement. Lessee shall provide Lessor with a copy of such endorsement along with the certificate of insurance or copy of the policy required by paragraph 8.5. (d)No Representation of Adequate Coverage.Lessor makes no representation that the limits or forms of coverage of insurance specified herein are adequate to cover Lessee's property, business operations or obligations under this Lease. 8.5 Insurance Policies.Insurance required herein shall be by companies maintaining during the policy term a "General Policyholders Rating" of at least A-, VII, as set forth in the most current issue of "Best's Insurance Guide", or such other rating as may be required by a Lender. Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies of such insurance or certificates with copies of the required endorsements evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to modification except after 30 days prior written notice to Lessor. Lessee shall, at least 10 days prior to the expiration of such policies, furnish Lessor with evidence of renewals or "insurance binders" evidencing renewal thereof, or Lessor may increase his liability insurance coverage and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same. 8.6 Waiver of Subrogation.Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perils required to be insured against herein. The effect of such releases and waivers is not limited by the amount of insurance carried or required, or by any deductibles applicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee, as the case may be, so long as the insurance is not invalidated thereby. 8.7 Indemnity.Except for Lessor's gross negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor's master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or damages, liens, judgments, penalties, attorneys' and consultants' fees, expenses and/or liabilities arising out of, involving, or in connection with, the use and/or occupancy of the Premises by Lessee. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters, Lessee shall upon notice defend the same at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any such claim in order to be defended or indemnified. 8.8 Exemption of Lessor and its Agents from Liability.Notwithstanding the negligence or breach of this Lease by Lessor or its agents, neither Lessor nor its agents shall be liable under any circumstances for: (i) injury or damage to the person or goods, wares, merchandise or other property of Lessee, Lessee's employees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, indoor air quality, the presence of mold or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the Premises or upon other portions of the building of which the Premises are a part, or from other sources or places, (ii) any damages arising from any act or neglect of any other tenant of Lessor or from the failure of Lessor or its agents to enforce the provisions of any other lease in the Project, or (iii) injury to Lessee's business or for any loss of income or profit therefrom. Instead, it is intended that Lessee's sole recourse in the event of such damages or injury be to file a claim on the insurance policy(ies) that Lessee is required to maintain pursuant to the provisions of paragraph 8. 8.9 Failure to Provide Insurance.Lessee acknowledges that any failure on its part to obtain or maintain the insurance required herein will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, for any month or portion thereof that Lessee does not maintain the required insurance and/or does not provide Lessor with the required binders or certificates evidencing the existence of the required insurance, the Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater. The parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to maintain the required insurance. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to maintain such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of its obligation to maintain the insurance specified in this Lease. 9.Damage or Destruction. 9.1 Definitions. (a)"Premises Partial Damage"shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations, which can reasonably be repaired in 6 months or less from the date of the damage or destruction. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. (b)"Premises Total Destruction"shall mean damage or destruction to the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 6 months or less from the date of the damage or destruction. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. (c)"Insured Loss"shall mean damage or destruction to improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph 8.3(a), irrespective of any deductible amounts or coverage limits involved. PAGE 8 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 144 (d)"Replacement Cost"shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of the occurrence to their condition existing immediately prior thereto, including demolition, debris removal and upgrading required by the operation of Applicable Requirements, and without deduction for depreciation. (e)"Hazardous Substance Condition"shall mean the occurrence or discovery of a condition involving the presence of, or a contamination by, a Hazardous Substance, in, on, or under the Premises which requires restoration. 9.2 Partial Damage - Insured Loss.If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair such damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and this Lease shall continue in full force and effect; provided, however, that Lessee shall, at Lessor's election, make the repair of any damage or destruction the total cost to repair of which is $10,000 or less, and, in such event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair, the Insuring Party shall promptly contribute the shortage in proceeds (except as to the deductible which is Lessee's responsibility) as and when required to complete said repairs. In the event, however, such shortage was due to the fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within 10 days following receipt of written notice of such shortage and request therefor. If Lessor receives said funds or adequate assurance thereof within said 10 day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect. If such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter to: (i) make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect, or (ii) have this Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement of any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made by either Party. 9.3 Partial Damage - Uninsured Loss.If a Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee's expense), Lessor may either: (i) repair such damage as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect, or (ii) terminate this Lease by giving written notice to Lessee within 30 days after receipt by Lessor of knowledge of the occurrence of such damage. Such termination shall be effective 60 days following the date of such notice. In the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days after receipt of the termination notice to give written notice to Lessor of Lessee's commitment to pay for the repair of such damage without reimbursement from Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days after making such commitment. In such event this Lease shall continue in full force and effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds are available. If Lessee does not make the required commitment, this Lease shall terminate as of the date specified in the termination notice. 9.4 Total Destruction.Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall terminate 60 days following such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct of Lessee, Lessor shall have the right to recover Lessor's damages from Lessee, except as provided in Paragraph 8.6. 9.5 Damage Near End of Term.If at any time during the last 6 months of this Lease there is damage for which the cost to repair exceeds one month's Base Rent, whether or not an Insured Loss, Lessor may terminate this Lease effective 60 days following the date of occurrence of such damage by giving a written termination notice to Lessee within 30 days after the date of occurrence of such damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable option to extend this Lease or to purchase the Premises, then Lessee may preserve this Lease by, (a) exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the earlier of (i) the date which is 10 days after Lessee's receipt of Lessor's written notice purporting to terminate this Lease, or (ii) the day prior to the date upon which such option expires. If Lessee duly exercises such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lessor's commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option and provide such funds or assurance during such period, then this Lease shall terminate on the date specified in the termination notice and Lessee's option shall be extinguished. 9.6 Abatement of Rent; Lessee's Remedies. (a)Abatement.In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for which Lessee is not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediation or restoration of such damage shall be abated in proportion to the degree to which Lessee's use of the Premises is impaired, but not to exceed the proceeds received from the Rental Value insurance. All other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destruction, remediation, repair or restoration except as provided herein. (b)Remedies.If Lessor is obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way, such repair or restoration within 90 days after such obligation shall accrue, Lessee may, at any time prior to the commencement of such repair or restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee's election to terminate this Lease on a date not less than 60 days following the giving of such notice. If Lessee gives such notice and such repair or restoration is not commenced within 30 days thereafter, this Lease shall terminate as of the date specified in said notice. If the repair or restoration is commenced within such 30 days, this Lease shall continue in full force and effect."Commence"shall mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work on the Premises, whichever first occurs. 9.7 Termination; Advance Payments.Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's Security Deposit as has not been, or is not then required to be, used by Lessor. PAGE 9 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 145 10.Real Property Taxes. 10.1 Definition.As used herein, the term "Real Property Taxes"shall include any form of assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Premises or the Project, Lessor's right to other income therefrom, and/or Lessor's business of leasing, by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Building address. Real Property Taxes shall also include any tax, fee, levy, assessment or charge, or any increase therein: (i) imposed by reason of events occurring during the term of this Lease, including but not limited to, a change in the ownership of the Premises, and (ii) levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease. 10.2 Payment of Taxes.Lessor shall pay the Real Property Taxes applicable to the Premises provided, however, that Lessee shall pay to Lessor the amount, if any, by which Real Property Taxes applicable to the Premises increase over the fiscal tax year during which the Commencement Date Occurs (”Tax Increase“). Payment of any such Tax Increase shall be made by Lessee to Lessor within 30 days after receipt of Lessor’s written statement setting forth the amount due and computation thereof. If any such taxes shall cover any period of time prior to or after the expiration or termination of this Lease, Lessee’s share of such taxes shall be prorated to cover only that portion of the tax bill applicable to the period that this Lease is in effect. In the event Lessee incurs a late charge on any Rent payment, Lessor may estimate the current Real Property Taxes, and require that the Tax Increase be paid in advance to Lessor by Lessee monthly in advance with the payment of the Base Rent. Such monthly payment shall be an amount equal to the amount of the estimated installment of the Tax Increase divided by the number of months remaining before the month in which said installment becomes delinquent. When the actual amount of the applicable Tax Increase is known, the amount of such equal monthly advance payments shall be adjusted as required to provide the funds needed to pay the applicable Tax Increase. If the amount collected by Lessor is insufficient to pay the Tax Increase when due, Lessee shall pay Lessor, upon demand, such additional sums as are necessary to pay such obligations. Advance payments may be intermingled with other moneys of Lessor and shall not bear interest. In the event of a Breach by Lessee in the performance of its obligations under this Lease, then any such advance payments may be treated by Lessor as an additional Security Deposit. 10.3 Additional Improvements.Notwithstanding anything to the contrary in this Paragraph 10.2, Lessee shall pay to Lessor upon demand therefor the entirety of any increase in Real Property Taxes assessed by reason of Alterations or Utility Installations placed upon the Premises by Lessee or at Lessee's request or by reason of any alterations or improvements to the Premises made by Lessor subsequent to the execution of this Lease by the Parties. 10.4 Joint Assessment.If the Premises are not separately assessed, Lessee's liability shall be an equitable proportion of the Tax Increase for all of the land and improvements included within the tax parcel assessed, such proportion to be conclusively determined by Lessor from the respective valuations assigned in the assessor's work sheets or such other information as may be reasonably available. 10.5 Personal Property Taxes.Lessee shall pay, prior to delinquency, all taxes assessed against and levied upon Lessee Owned Alterations, Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee. When possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. If any of Lessee's said property shall be assessed with Lessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee's property within 10 days after receipt of a written statement setting forth the taxes applicable to Lessee's property. 11.Utilities and Services.Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities and services supplied to the Premises, together with any taxes thereon. If any such services are not separately metered or billed to Lessee, Lessee shall pay a reasonable proportion, to be determined by Lessor, of all charges jointly metered or billed. There shall be no abatement of rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor's reasonable control or in cooperation with governmental request or directions. Within fifteen days of Lessor's written request, Lessee agrees to deliver to Lessor such information, documents and/or authorization as Lessor needs in order for Lessor to comply with new or existing Applicable Requirements relating to commercial building energy usage, ratings, and/or the reporting thereof. 12.Assignment and Subletting. 12.1 Lessor's Consent Required. (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively,"assign or assignment") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent. (b) Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange, a change in the control of Lessee shall constitute an assignment requiring consent. The transfer, on a cumulative basis, of 25% or more of the voting control of Lessee shall constitute a change in control for this purpose. (c) The involvement of Lessee or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged buy-out or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee's assets occurs, which results or will result in a reduction of the Net Worth of Lessee by an amount greater than 25% of such Net Worth as it was represented at the time of the execution of this Lease or at the time of the most recent assignment to which Lessor has consented, or as it exists immediately prior to said transaction or transactions constituting such reduction, whichever was or is greater, shall be considered an assignment of this Lease to which Lessor may withhold its consent."Net Worth of Lessee"shall mean the net worth of Lessee (excluding any guarantors) established under generally accepted accounting principles. (d) An assignment or subletting without consent shall, at Lessor's option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written notice, increase the monthly Base Rent to 110% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to 110% of the price previously in effect, and (ii) all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent. (e) Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (f) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Default at the time consent is requested. PAGE 10 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 146 (g) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, ie. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting. 12.2 Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, no assignment or subletting shall: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or (iii) alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's Default or Breach. (c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $500 as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (See also Paragraph 36) (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment, entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing. (g) Lessor's consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See Paragraph 39.2) 12.3 Additional Terms and Conditions Applicable to Subletting.The following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein: (a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest in all Rent payable on any sublease, and Lessor may collect such Rent and apply same toward Lessee's obligations under this Lease; provided, however, that until a Breach shall occur in the performance of Lessee's obligations, Lessee may collect said Rent. In the event that the amount collected by Lessor exceeds Lessee's then outstanding obligations any such excess shall be refunded to Lessee. Lessor shall not, by reason of the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee's obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance of Lessee's obligations under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the contrary. (b) In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn to Lessor, in which event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor. (c) Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor. (d) No sublessee shall further assign or sublet all or any part of the Premises without Lessor's prior written consent. (e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Default of Lessee within the grace period, if any, specified in such notice. The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured by the sublessee. 13.Default; Breach; Remedies. 13.1 Default; Breach.A "Default"is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A "Breach"is defined as the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within any applicable grace period: (a) The abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level of security, or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonable assurances to minimize potential vandalism. (b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of 3 business days following written notice to Lessee. THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHT TO RECOVER POSSESSION OF THE PREMISES. (c) The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste, act or acts constituting public or private nuisance, and/or an illegal activity on the Premises by Lessee, where such actions continue for a period of 3 business days following written notice to Lessee. In the event that Lessee commits waste, a nuisance or an illegal activity a second time then, the Lessor may elect to treat such conduct as a non-curable Breach rather than a Default. (d) The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the service contracts, (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate or financial statements, (v) a requested PAGE 11 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 147 subordination, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 42, (viii) material safety data sheets (MSDS), or (ix) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure continues for a period of 10 days following written notice to Lessee. (e) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 40 hereof, other than those described in subparagraphs 13.1(a), (b), (c) or (d), above, where such Default continues for a period of 30 days after written notice; provided, however, that if the nature of Lessee's Default is such that more than 30 days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion. (f) The occurrence of any of the following events: (i) the making of any general arrangement or assignment for the benefit of creditors; (ii) becoming a "debtor"as defined in 11 U.S.C. §101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where possession is not restored to Lessee within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where such seizure is not discharged within 30 days; provided, however, in the event that any provision of this subparagraph (e) is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions. (g) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false. (h) If the performance of Lessee's obligations under this Lease is guaranteed: (i) the death of a Guarantor, (ii) the termination of a Guarantor's liability with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a Guarantor's becoming insolvent or the subject of a bankruptcy filing, (iv) a Guarantor's refusal to honor the guaranty, or (v) a Guarantor's breach of its guaranty obligation on an anticipatory basis, and Lessee's failure, within 60 days following written notice of any such event, to provide written alternative assurance or security, which, when coupled with the then existing resources of Lessee, equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the time of execution of this Lease. 13.2 Remedies.If Lessee fails to perform any of its affirmative duties or obligations, within 10 days after written notice (or in case of an emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee's behalf, including but not limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. Lessee shall pay to Lessor an amount equal to 115% of the costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefor. In the event of a Breach, Lessor may, with or without further notice or demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach: (a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys' fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee's Breach of this Lease shall not waive Lessor's right to recover any damages to which Lessor is otherwise entitled. If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1. In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute. (b) Continue the Lease and Lessee's right to possession and recover the Rent as it becomes due, in which event Lessee may sublet or assign, subject only to reasonable limitations. Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect the Lessor's interests, shall not constitute a termination of the Lessee's right to possession. (c) Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein the Premises are located. The expiration or termination of this Lease and/or the termination of Lessee's right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or by reason of Lessee's occupancy of the Premises. 13.3 Inducement Recapture.Any agreement for free or abated rent or other charges, the cost of tenant improvement for lessee paid for or performed by Lessor, or for the giving or paying by Lessor to or for Lessee of any cash or other bonus, inducement or consideration for Lessee's entering into this Lease, all of which concessions are hereinafter referred to as "Inducement Provisions,"shall be deemed conditioned upon Lessee's full and faithful performance of all of the terms, covenants and conditions of this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Lessor under such an inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in writing by Lessor at the time of such acceptance. PAGE 12 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 148 13.4 Late Charges.Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor within 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall immediately pay to Lessor a one-time late charge equal to 10% of each such overdue amount or $100, whichever is greater. The Parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee's Default or Breach with respect to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor's option, become due and payable quarterly in advance. 13.5 Interest.Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due shall bear interest from the 31st day after it was due. The interest ("Interest") charged shall be computed at the rate of 10% per annum but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for in Paragraph 13.4. 13.6 Breach by Lessor. (a)Notice of Breach.Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less than 30 days after receipt by Lessor, and any Lender whose name and address shall have been furnished Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor's obligation is such that more than 30 days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such 30 day period and thereafter diligently pursued to completion. (b)Performance by Lessee on Behalf of Lessor.In the event that neither Lessor nor Lender cures said breach within 30 days after receipt of said notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach at Lessee's expense and offset from Rent the actual and reasonable cost to perform such cure, provided however, that such offset shall not exceed an amount equal to the greater of one month's Base Rent or the Security Deposit, reserving Lessee's right to seek reimbursement from Lessor for any such expense in excess of such offset. Lessee shall document the cost of said cure and supply said documentation to Lessor. 14.Condemnation.If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power (collectively "Condemnation"), this Lease shall terminate as to the part taken as of the date the condemning authority takes title or possession, whichever first occurs. If more than 10% of the Building, or more than 25% of that portion of the Premises not occupied by any building, is taken by Condemnation, Lessee may, at Lessee's option, to be exercised in writing within 10 days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within 10 days after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation paid by the condemnor for Lessee's relocation expenses, loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Installations made to the Premises by Lessee, for purposes of Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor. In the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage to the Premises caused by such Condemnation. 15.Brokerage Fees. 15.1 Additional Commission.In addition to the payments owed pursuant to Paragraph 1.9 above, Lessor agrees that: (a) if Lessee exercises any Option, (b) if Lessee or anyone affiliated with Lessee acquires any rights to the Premises or other premises owned by Lessor and located within the same Project, if any, within which the Premises is located, (c) if Lessee remains in possession of the Premises, with the consent of Lessor, after the expiration of this Lease, or (d) if Base Rent is increased, whether by agreement or operation of an escalation clause herein, then, Lessor shall pay Brokers a fee in accordance with the fee schedule of the Brokers in effect at the time the Lease was executed. The provisions of this paragraph are intended to supersede the provisions of any earlier agreement to the contrary. 15.2 Assumption of Obligations.Any buyer or transferee of Lessor's interest in this Lease shall be deemed to have assumed Lessor's obligation hereunder. Brokers shall be third party beneficiaries of the provisions of Paragraphs 1.9, 15, 22 and 31. If Lessor fails to pay to Brokers any amounts due as and for brokerage fees pertaining to this Lease when due, then such amounts shall accrue Interest. In addition, if Lessor fails to pay any amounts to Lessee's Broker when due, Lessee's Broker may send written notice to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within 10 days after said notice, Lessee shall pay said monies to its Broker and offset such amounts against Rent. In addition, Lessee's Broker shall be deemed to be a third party beneficiary of any commission agreement entered into by and/or between Lessor and Lessor's Broker for the limited purpose of collecting any brokerage fee owed. 15.3 Representations and Indemnities of Broker Relationships.Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person, firm, broker, agent or finder (other than the Brokers and Agents, if any) in connection with this Lease, and that no one other than said named Brokers and Agents is entitled to any commission or finder's fee in connection herewith. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of the indemnifying Party, including any costs, expenses, attorneys' fees reasonably incurred with respect thereto. PAGE 13 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 149 16.Estoppel Certificates. (a) Each Party (as "Responding Party") shall within 10 days after written notice from the other Party (the "Requesting Party") execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current "Estoppel Certificate"form published by the AIR Commercial Real Estate Association, plus such additional information, confirmation and/or statements as may be reasonably requested by the Requesting Party. (b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting Party may execute an Estoppel Certificate stating that: (i) the Lease is in full force and effect without modification except as may be represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting Party's performance, and (iii) if Lessor is the Requesting Party, not more than one month's rent has been paid in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Party's Estoppel Certificate, and the Responding Party shall be estopped from denying the truth of the facts contained in said Certificate. In addition, Lessee acknowledges that any failure on its part to provide such an Estoppel Certificate will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, should the Lessee fail to execute and/or deliver a requested Estoppel Certificate in a timely fashion the monthly Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater for remainder of the Lease. The Parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to provide the Estoppel Certificate. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to provide the Estoppel Certificate nor prevent the exercise of any of the other rights and remedies granted hereunder. (c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall within 10 days after written notice from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including but not limited to Lessee's financial statements for the past 3 years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth. 17.Definition of Lessor.The term "Lessor"as used herein shall mean the owner or owners at the time in question of the fee title to the Premises, or, if this is a sublease, of the Lessee's interest in the prior lease. In the event of a transfer of Lessor's title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined. 18.Severability.The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof. 19.Days.Unless otherwise specifically indicated to the contrary, the word "days" as used in this Lease shall mean and refer to calendar days. 20.Limitation on Liability.The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor or its partners, members, directors, officers or shareholders, and Lessee shall look to the Premises, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor's partners, members, directors, officers or shareholders, or any of their personal assets for such satisfaction. 21.Time of Essence.Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under this Lease. 22.No Prior or Other Agreements; Broker Disclaimer.This Lease contains all agreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents and warrants to the Brokers that it has made, and is relying solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Party to this Lease and as to the use, nature, quality and character of the Premises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party. 23.Notices. 23.1 Notice Requirements.All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered in person (by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23. The addresses noted adjacent to a Party's signature on this Lease shall be that Party's address for delivery or mailing of notices. Either Party may by written notice to the other specify a different address for notice, except that upon Lessee's taking possession of the Premises, the Premises shall constitute Lessee's address for notice. A copy of all notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate in writing. 23.2 Date of Notice.Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed given 72 hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight courier that guarantees next day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. Notices delivered by hand, or transmitted by facsimile transmission or by email shall be deemed delivered upon actual receipt. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day. 24.Waivers. (a) No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition hereof. Lessor's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor's consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent. PAGE 14 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 150 (b) The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of moneys or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Lessor at or before the time of deposit of such payment. (c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH THIS LEASE. 25.Disclosures Regarding The Nature of a Real Estate Agency Relationship. (a) When entering into a discussion with a real estate agent regarding a real estate transaction, a Lessor or Lessee should from the outset understand what type of agency relationship or representation it has with the agent or agents in the transaction. Lessor and Lessee acknowledge being advised by the Brokers in this transaction, as follows: (i)Lessor's Agent. A Lessor's agent under a listing agreement with the Lessor acts as the agent for the Lessor only. A Lessor's agent or subagent has the following affirmative obligations:To the Lessor: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessor.To the Lessee and the Lessor: a. Diligent exercise of reasonable skills and care in performance of the agent's duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (ii)Lessee's Agent. An agent can agree to act as agent for the Lessee only. In these situations, the agent is not the Lessor's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Lessor. An agent acting only for a Lessee has the following affirmative obligations.To the Lessee: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessee.To the Lessee and the Lessor: a. Diligent exercise of reasonable skills and care in performance of the agent's duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (iii)Agent Representing Both Lessor and Lessee. A real estate agent, either acting directly or through one or more associate licenses, can legally be the agent of both the Lessor and the Lessee in a transaction, but only with the knowledge and consent of both the Lessor and the Lessee. In a dual agency situation, the agent has the following affirmative obligations to both the Lessor and the Lessee: a. A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Lessor or the Lessee. b. Other duties to the Lessor and the Lessee as stated above in subparagraphs (i) or (ii). In representing both Lessor and Lessee, the agent may not, without the express permission of the respective Party, disclose to the other Party confidential information, including, but not limited to, facts relating to either Lessee's or Lessor's financial position, motivations, bargaining position, or other personal information that may impact rent, including Lessor's willingness to accept a rent less than the listing rent or Lessee's willingness to pay rent greater than the rent offered. The above duties of the agent in a real estate transaction do not relieve a Lessor or Lessee from the responsibility to protect their own interests. Lessor and Lessee should carefully read all agreements to assure that they adequately express their understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional. Both Lessor and Lessee should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transaction can be complex and subject to change. (b) Brokers have no responsibility with respect to any default or breach hereof by either Party. The Parties agree that no lawsuit or other legal proceeding involving any breach of duty, error or omission relating to this Lease may be brought against Broker more than one year after the Start Date and that the liability (including court costs and attorneys' fees), of any Broker with respect to any such lawsuit and/or legal proceeding shall not exceed the fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitation on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker. (c) Lessor and Lessee agree to identify to Brokers as "Confidential" any communication or information given Brokers that is considered by such Party to be confidential. 26.No Right To Holdover.Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. In the event that Lessee holds over, then the Base Rent shall be increased to 150% of the Base Rent applicable immediately preceding the expiration or termination. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee. 27.Cumulative Remedies.No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 28.Covenants and Conditions; Construction of Agreement.All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. 29.Binding Effect; Choice of Law.This Lease shall be binding upon the Parties, their personal representatives, successors and assigns and be governed by the laws of the State in which the Premises are located. Any litigation between the Parties hereto concerning this Lease shall be initiated in the county in which the Premises are located. Signatures to this Lease accomplished by means of electronic signature or similar technology shall be legal and binding. 30.Subordination; Attornment; Non-Disturbance. 30.1 Subordination.This Lease and any Option granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecation or security device (collectively,"Security Device"), now or hereafter placed upon the Premises, to any and all advances made on the security thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as "Lender") shall have no liability or obligation to perform any of the obligations of Lessor under this Lease. Any Lender may elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to Lessee, whereupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation thereof. PAGE 15 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 151 30.2 Attornment.In the event that Lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or termination of a Security Device to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of Paragraph 30.3, attorn to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the election of the new owner, this Lease will automatically become a new lease between Lessee and such new owner, and (ii) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Lessor's obligations, except that such new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) be subject to any offsets or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than one month's rent, or (d) be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner. 30.3 Non-Disturbance.With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee's subordination of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a "Non-Disturbance Agreement") from the Lender which Non-Disturbance Agreement provides that Lessee's possession of the Premises, and this Lease, including any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises. Further, within 60 days after the execution of this Lease, Lessor shall, if requested by Lessee, use its commercially reasonable efforts to obtain a Non-Disturbance Agreement from the holder of any pre-existing Security Device which is secured by the Premises. In the event that Lessor is unable to provide the Non-Disturbance Agreement within said 60 days, then Lessee may, at Lessee's option, directly contact Lender and attempt to negotiate for the execution and delivery of a Non-Disturbance Agreement. 30.4 Self-Executing.The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents; provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination, attornment and/or Non-Disturbance Agreement provided for herein. 31.Attorneys' Fees.If any Party or Broker brings an action or proceeding involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term,"Prevailing Party"shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred. In addition, Lessor shall be entitled to attorneys' fees, costs and expenses incurred in the preparation and service of notices of Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Default or resulting Breach ($200 is a reasonable minimum per occurrence for such services and consultation). 32.Lessor's Access; Showing Premises; Repairs.Lessor and Lessor's agents shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable prior notice for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as there is no material adverse effect to Lessee's use of the Premises. All such activities shall be without abatement of rent or liability to Lessee. 33.Auctions.Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor's prior written consent. Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction. 34.Signs.Lessor may place on the Premises ordinary "For Sale" signs at any time and ordinary "For Lease" signs during the last 6 months of the term hereof. Except for ordinary "for sublease" signs, Lessee shall not place any sign upon the Premises without Lessor's prior written consent. All signs must comply with all Applicable Requirements. 35.Termination; Merger.Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing subtenancies. Lessor's failure within 10 days following any such event to elect to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor's election to have such event constitute the termination of such interest. 36.Consents.All requests for consent shall be in writing. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by or for the other Party, such consent shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs and expenses (including but not limited to architects', attorneys', engineers' and other consultants' fees) incurred in the consideration of, or response to, a request by Lessee for any Lessor consent, including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor. Lessor's consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify herein any particular condition to Lessor's consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. In the event that either Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and in reasonable detail within 10 business days following such request. 37.Guarantor. 37.1 Execution.The Guarantors, if any, shall each execute a guaranty in the form most recently published by the AIR Commercial Real Estate Association. 37.2 Default.It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: (a) evidence of the execution of the guaranty, including the authority of the party signing on Guarantor's behalf to obligate Guarantor, and in the case of a corporate Guarantor, a certified copy of a resolution of its board of directors authorizing the making of such guaranty, (b) current financial statements, (c) an Estoppel Certificate, or (d) written confirmation that the guaranty is still in effect. PAGE 16 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 152 38.Quiet Possession.Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on Lessee's part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof. 39.Options.If Lessee is granted an Option, as defined below, then the following provisions shall apply: 39.1 Definition. "Option"shall mean: (a) the right to extend or reduce the term of or renew this Lease or to extend or reduce the term of or renew any lease that Lessee has on other property of Lessor; (b) the right of first refusal or first offer to lease either the Premises or other property of Lessor; (c) the right to purchase, the right of first offer to purchase or the right of first refusal to purchase the Premises or other property of Lessor. 39.2 Options Personal To Original Lessee.Any Option granted to Lessee in this Lease is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and, if requested by Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or subletting. 39.3 Multiple Options.In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be exercised unless the prior Options have been validly exercised. 39.4 Effect of Default on Options. (a) Lessee shall have no right to exercise an Option: (i) during the period commencing with the giving of any notice of Default and continuing until said Default is cured, (ii) during the period of time any Rent is unpaid (without regard to whether notice thereof is given Lessee), (iii) during the time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more notices of separate Default, whether or not the Defaults are cured, during the 12 month period immediately preceding the exercise of the Option. (b) The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee's inability to exercise an Option because of the provisions of Paragraph 39.4(a). (c) An Option shall terminate and be of no further force or effect, notwithstanding Lessee's due and timely exercise of the Option, if, after such exercise and prior to the commencement of the extended term or completion of the purchase, (i) Lessee fails to pay Rent for a period of 30 days after such Rent becomes due (without any necessity of Lessor to give notice thereof), or (ii) if Lessee commits a Breach of this Lease. 40.Multiple Buildings.If the Premises are a part of a group of buildings controlled by Lessor, Lessee agrees that it will abide by and conform to all reasonable rules and regulations which Lessor may make from time to time for the management, safety, and care of said properties, including the care and cleanliness of the grounds and including the parking, loading and unloading of vehicles, and to cause its employees, suppliers, shippers, customers, contractors and invitees to so abide and conform. Lessee also agrees to pay its fair share of common expenses incurred in connection with such rules and regulations. 41.Security Measures.Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of the Premises, Lessee, its agents and invitees and their property from the acts of third parties. 42.Reservations.Lessor reserves to itself the right, from time to time, to grant, without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, and to cause the recordation of parcel maps and restrictions, so long as such easements, rights, dedications, maps and restrictions do not unreasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate any such easement rights, dedication, map or restrictions. 43.Performance Under Protest.If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment "under protest" and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay. A Party who does not initiate suit for the recovery of sums paid "under protest" within 6 months shall be deemed to have waived its right to protest such payment. 44.Authority; Multiple Parties; Execution. (a) If either Party hereto is a corporation, trust, limited liability company, partnership, or similar entity, each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. Each Party shall, within 30 days after request, deliver to the other Party satisfactory evidence of such authority. (b) If this Lease is executed by more than one person or entity as "Lessee", each such person or entity shall be jointly and severally liable hereunder. It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease, or other document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same as if all of the named Lessees had executed such document. (c) This Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 45.Conflict.Any conflict between the printed provisions of this Lease and typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions. 46.Offer.Preparation of this Lease by either Party or their agent and submission of same to the other Party shall not be deemed an offer to lease to the other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto. 47.Amendments.This Lease may be modified only in writing, signed by the Parties in interest at the time of the modification. As long as they do not materially change Lessee's obligations hereunder, Lessee agrees to make such reasonable non-monetary modifications to this Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises. 48.Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT. 49.Arbitration of Disputes.An Addendum requiring the Arbitration of disputes between the Parties and/or Brokers arising out of this Lease is is not attached to this Lease. PAGE 17 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com X 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 153 50.Accessibility; Americans with Disabilities Act. (a) The Premises: Have not undergone an inspection by a Certified Access Specialist (CASp). Note: A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. Have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises met all applicable construction-related accessibility standards pursuant to California Civil Code §55.51 et seq. Lessee acknowledges that it received a copy of the inspection report at least 48 hours prior to executing this Lease and agrees to keep such report confidential. Have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises did not meet all applicable construction-related accessibility standards pursuant to California Civil Code §55.51 et seq. Lessee acknowledges that it received a copy of the inspection report at least 48 hours prior to executing this Lease and agrees to keep such report confidential except as necessary to complete repairs and corrections of violations of construction related accessibility standards. In the event that the Premises have been issued an inspection report by a CASp the Lessor shall provide a copy of the disability access inspection certificate to Lessee within 7 days of the execution of this Lease. (b) Since compliance with the Americans with Disabilities Act (ADA) and other state and local accessibility statutes are dependent upon Lessee's specific use of the Premises, Lessor makes no warranty or representation as to whether or not the Premises comply with ADA or any similar legislation. In the event that Lessee's use of the Premises requires modifications or additions to the Premises in order to be in compliance with ADA or other accessibility statutes, Lessee agrees to make any such necessary modifications and/or additions at Lessee's expense. LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES. ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR CRE OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO: 1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE. 2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE. WARNING: IF THE PREMISES IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES IS LOCATED. The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures. Executed at: Executed at: On: On: By LESSOR: By LESSEE: By: By: Name Printed: Name Printed: Title: Title: Phone: Phone: Fax:Fax: Email: Email: By: By: Name Printed: Name Printed: Title: Title: Phone: Phone: Fax: Fax: Email: Email: Address: Address: Federal ID No.: Federal ID No.: PAGE 18 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com X Stacey S. Dobos, as Trustee of the Stacey S. Dobos Trust Agreement Dated 11/26/03 Stacey Dobos Trustee City of South San Francisco 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01 8/16/2021 | 10:24:54 AM PDT DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 Mike Futrell City Manager August 19, 2021 | 9:11:58 AM PDT Rosa Govea Acosta City Clerk 154 BROKER BROKER Att: Att: Title:Title: Address: Address: Phone: Phone: Fax: Fax: Email: Email: Federal ID No.: Federal ID No.: Broker DRE License #: Broker DRE License #: Agent DRE License #:Agent DRE License #: AIR CRE * https://www.aircre.com * 213-687-8777 * contracts@aircre.com NOTICE: No part of the works may be reproduced in any form without permission in writing. PAGE 19 OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27.40, Revised 11-25-2019 Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com SC Properties Bob Guglielmi 311 S Ellsworth Ave San Mateo, CA 94401 (650)398-0280 bob.guglielmi@scpropsm.com 00642075 NA NA 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 155 ADDENDUM TO LEASE: by and between Stacey S. Dobos, as Trustee of the Stacey S. Dobos Trust Agreement Dated November 26, 2003 (hereafter referred to as “Lessor”) and the CITY OF SOUTH SAN FRANCISCO, a California municipal corporation (hereafter referred to as “Lessee”). This Addendum to Lease (“Addendum”) is incorporated into and made a part of that certain foregoing Standard Industrial/Commercial Single-Tenant Lease – Gross (the “Lease”) for the premises commonly known as 366 Grand Ave, South San Francisco, CA 94080 (the “Premises”). In the event of any conflict between the terms of the Lease and the terms of this Addendum, the terms of this Addendum shall prevail. 51. PAYMENT SCHEDULE: Commencing October 1, 2021 Base Rent shall be as follows: October 1, 2021 to October 31, 2021: $13,115.70 (Abated) November 1, 2021 to September 30, 2022: $13,115.70 per month October 1, 2022 to September 30, 2023: $13,529.88 per month October 1, 2023 to September 30, 2024: $13,944.06 per month October 1, 2024 – October 31, 2024 $14,362.38 per month Notwithstanding anything to the contrary in Paragraph 26 of the Lease, in the event that Lessee holds over beyond the expiration or termination of the Lease, Base Rent shall not be increased by 150% and shall remain $14,362.38 per month, and the tenancy shall continue on the same terms of the Lease, except that either Party may terminate the tenancy by serving a written ninety (90) day notice to the other party. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee. Furthermore, if Lessee fails to surrender the Premises to Lessor upon the expiration or termination of the Lease, Lessee shall hold Lessor harmless from all damages resulting from Lessee’s failure to surrender the Premises, including but not limit ed to claims made by succeeding tenant(s). 52. CONDITION OF THE PREMISES, LESSEE’S DUE DILIGENCE PERIOD, AND LESSEE’S TERMINATION RIGHT. (A) Notwithstanding anything to the contrary in the Lease, including but not limited to Paragraphs 2.2 and 2.3, except for the Tenant Improvements identified below, Lessor shall deliver the Premises to Lessee, and Lessee understands that it takes possession of the Premises, in its as-is-, where-is condition without representation or warranty of any kind by Lessor. By entry hereunder, Lessee shall be deemed to have accepted the Premises as being in good, sanitary order, condition, and repair. Notwithstanding the foregoing, Lessor shall ensure that, no later than six (6) months after the Commencement Date, the parking at the Premises, the entrances to the Premises, and the exterior signage at the Premises is compliant with the current requirements of the Americans with Disabilities Act (42 U.S.C. chapter 126) (“ADA”). Lessor shall have no obligation to ensure that any other portion of the Premises, including but not limited to the bathrooms at the Premises, are ADA-compliant; should any alterations be necessary to any other portion of the Premises, including but not limited to the bathrooms, to ensure ADA-compliance, Lessee shall undertake all necessary alterations at its sole cost and expense. (B) Lessee shall have thirty (30) business days from mutual execution of the Lease (the “Due Diligence Period”) to satisfy itself as to the physical condition of the Premise s. During the Due Diligence Period, Lessee and its designated agents, contractors, engineers, architects, and consultants (collectively “Lessee’s Agents”) shall have the right, at Lessee’s sole risk and liability, to enter onto and investigate the physical condition of the Premises. All aspects of Lessee’s due diligence inspection and review of the Premises shall be performed at Lessee’s sole expense, risk, and liability. To the extent permitted by law, information obtained by Lessee shall remain confidential and shall not be furnished or disclosed to any third party (other than Buyer’s Agents) except that any physical conditions discovered by Lessee shall be disclosed to Lessor. (C) Lessee shall indemnify, defend, and hold Lessor harmless for, from, and against any and all claims, damages, costs, liabilities, and losses that Lessor suffers arising out of any entry to the Premises or conduct taken by Lessee or Lessee’s Agents during the Due Diligence Period. This indemnity provision shall survive the expiration or termination of the Lease. DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 156 (D) If Lessee disapproves of any aspect of the physical condition of the Premises during the Due Diligence Period, Lessee shall have the right to terminate the Lease by written notice to Lessor during the Due Dilige nce Period. Such termination right is contingent upon Lessee repairing any damage to the Premises caused by Lessee or Lessee’s Agents during the Due Diligence Period and restoring the Premises to the condition existing prior to any testing or inspection by Lessee or Lessee’s Agents, all at Lessee’s sole cost and expense. If Lessee does not notify Lessor in writing prior to the expiration of the Due Diligence Period of its disapproval of the physical condition of the Premises and election to terminate the Lease, Lessee shall be deemed to have approved of the physical condition of the Premises and shall have no further right to terminate the Lease. 53. EARLY POSSESSION: So long as Lessee does not interfere with Tenant Improvement work described below, Lessee may enter Premises upon expiration of the Due Diligence Period for the sole purpose of installing furniture, fixtures and equipment. Such early possession shall be at no cost to Lessee. 54. TENANT IMPROVEMENTS: Lessor, at Lessor’s sole cost and expense, shell deliver the Premises with all building systems in good working order and shall complete the following Tenant Improvements (the “Tenant Improvements”) prior to the Commencement Date: • Furnish the Premises with a brand new, heating ventilation and air conditioning system (HVAC) in amounts necessary for the use and occupancy of the Premises for normal office purposes. Notwithstanding anything to the contrary herein, the Parties acknowledge that Lessor will not be able to complete installation of a new HVAC prior to the Commencement Date. Lessor shall make all reasonable efforts to complete installation of the HVAC by December 1, 2021 but shall not be subject to any liability whatsoever if the installation of the HVAC is not completed prior to the Commencement Date or December 1, 2021 and Lessee shall not be entitled to any offsets, abatement or reduction of Rent if such installation is not completed by the Commencement Date or by December 1, 2021, nor shall Lessee be entitled to any allowance for a dimunition of rental value or interruption of business if installation of the HVAC occurs after the Commencement Date or December 1, 2021. • Replace all existing carpet with new carpet throughout the Premises based on a mutually agreeable plan with Lessee. • Clean and paint all interior walls based on a mutually agreeable plan with Lessee. In addition, Lessor shall provide Lessee a Tenant Improvement Allowance of up to ten thousand dollars ($10,000.00) to be applied towards the soft and hard costs of alterations to the Premises completed by Lessee prior to the Commencement Date (the “Tenant Improvement Allowance”). The Tenant Improvement Allowance shall be equal to the soft and hard costs of alterations to the Premises completed by Lessee prior to the Commencement Date (though not to exceed $10,000) and provided to Lessee as a credit against a portion of one (1) month’s Base Rent, to be applied following both (1) completion of such alterations by Lessee and (2) Lessor’s receipt of receipts and paid bills covering the labor and materials for such alterations. 55. BONUS RENT: Any rent or other consideration paid to Lessee under any sublease or assignment in excess of the Rent payable by Lessee to Lessor shall be split 50/50 between Lessor and Lessee. Such “bonus rent” shall constitute Rent due from Lessee and shall be due and payable immediately upon receipt by Lessee. 56. ASSIGNMENT AND SUBLETTING: Lessor’s consent to any assignment or subletting shall not be unreasonably withheld. Without limiting the other instances in which it may be reasonable for Lessor to withhold Lessor’s consent to an assignment or subletting, Lessor and Lessee acknowledge that it shall be reasonable for Lessor to withhold Lessor’s consent in the following instances: if the proposed assignee or subtenant does not agree to be bound by and assume the obligations of Lessee under this Lease in form and substance satisfactory to Lessor; the use of the Premises by such proposed assignee or subtenant is different than the Agreed Use hereunder or would violate any laws; the proposed assignee or subtenant is not of sound financial condition as determined by Lessor in Lessor’s sole and absolute discretion; the proposed assignee or subtenant is a governmental agency; the proposed assignee or subtenant does not have a good reputation as a tenant of property or a good business reputation; the assignment or subletting would entail any alt erations which would lessen the value of the leasehold improvements in the Premises or use of any Hazardous Substances or other noxious use or use which may disturb other tenants; or Lessee is in default of any obligation of Lessee under the Lease, or Lessee has defaulted under this Lease on three (3) or more separate occasions during any twelve (12) months preceding the date that Lessee shall request consent. Failure by or refusal of Lessor to consent to a proposed assignee or subtenant shall not cause a termination of the Lease. DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 157 57. FORCE MAJEURE: (a) Definition. An event of “Force Majeure” is an event or circumstance which is beyond the control and without the fault or negligence of the party affected and which by the exercise of reasonable diligence the party affected was unable to prevent or foresee provided that event or circumstance is not preexisting as of the execution of this Lease, and is limited to the following: (a) riot, war, invasion, act of foreign enemies, hostilities (whether war be declared or not) acts of terrorism, civil war, rebellion, revolution, insurrection of military or usurped power, requisition or compulsory acquisition by any governmental or competent authority; (b) ionizing radiation or contamination, radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic explosive, or other hazardous properties of any explosive assembly or nuclear component; (c) pressure waves caused by aircraft or other aerial devices traveling at sonic or supersonic speeds; (d) earthquakes, flood, or fire or other physical natural disaster, but excluding weather conditions regardless of severity; (e) events of mass contagion that are classified as a pandemic by the World Heath Organization; and (f) strikes at state or national level or industrial disputes at a state or national level, or strike or industrial disputes by labor not employed by the affected party, its subcontractors, or its suppliers, and which affect an essential portion of the obligation to be performed by the affected party but excluding any industrial dispute which is specific to Tenant’s business or employees. (b) Occurrence. Neither party is responsible for any failure to perform its obligations under this Lease, if it is prevented or delayed in performing those obligations by an event of Force Majeure. Where there is an event of Force Majeure, the party prevented from or delayed in performing its obligations under this Lease shall immediately notify the other party giving full particulars of the event of Force Majeure and the reasons for the event of Force Majeure preventing that party from, or delaying that party in performing its obligations under this Lease and that party must use its reasonable efforts to mitigate the effect of the event of Force Majeure upon its or their performance of the Lease and to fulfill its or their obligations under the Lease. Upon completion of the event of Force Majeure the party affected must as soon as reasonably practicable recommence the performance of its obligations under this Lease. An event of Force Majeure does not relieve a party from liability for an obligation which arose before the occurrence of that event, nor does that event affect the obligation to pay money in a timely manner which matured prior to the occurrence of that event. Notwithstanding any of the foregoing, a Force Majeure event shall not excuse Lessee’s obligation to timely pay Rent as and when required under this Lease. The Parties hereby waive the provisions of Civil Code Section 1511 to the extent they are inconsistent with this Article 57. 58. INSURANCE: Lessee shall name both Lessor and SC Property Management Inc. as additional insured on the Commercial General Liability insurance policy required to be obtained and kept in force by Lessee, as follows: LESSOR: Stacey S. Dobos, as Trustee of the Stacey S. Dobos Trust Agreement Dated November 26, 2003 c/o SC Property Management Inc. 311 S Ellsworth Ave San Mateo, CA 94401 Management Company: SC Property Management Inc. 311 S Ellsworth Ave San Mateo, CA 94401 59. PARKING: Lessee shall have the right to utilize the entire parking lot on the Premises. Lessee is responsible, at its sole cost and expense, for restricting access to the lot to Lessee and its invitees and installing any additional gates, chains etc to restrict access. Lessee is also responsible, at its sole cost and expense, to maintain and repair the parking lot, to install reserved parking signage in the lot, and to monitor access and towing cars. DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 158 60. JANITORIAL SERVICE: So long as Lessee is in not default of its Lease obligations, Lessor will credit Lessee $500 per month against Base Rent for janitorial services. Lessee shall be responsible for contracting with and overseeing their own janitorial service for the Premises. 61. SIGNS. Upon Lessor’s prior written consent, Lessee may install signage at the Premises, at its sole cost and expense and in compliance with all Applicable Requirements. Lessee shall, at the expiration or earlier termination of the Lease, remove its signage and repair any damage to the Premises caused by installation or removal of signage at its sole cost and expense. 62. SECURITY DEPOSIT. The Security Deposit may, at the option of Lessor, be used for the payment of future unpaid Rent, and the Parties waive the provisions of California Civil Code Section 1950.7 (or any similar statute or regulation) which limits the sums to which the Security Deposit may be applied. 63. HVAC, WALLS, ROOF, EXTERIOR PAINT. Notwithstanding anything to the contrary in Section 7.1 of the Lease, Lessor shall maintain the HVAC equipment and the exterior paint at the Premises in good order, condition, and repair. Should Lessor procure a maintenance contract with a contractor for maintenance or repair of the HVAC equipment, the building walls, the roof or for exterior paint, Lessee shall allow access to the Premises by, and cooperate with, such contractor for any necessary inspection or maintenance. 64. BROKER. Lessee has not retained a broker, has not consulted with a Lessee-retainer broker, nor intends to pay any broker fees. By Lessor: Stacey S. Dobos, as Trustee of the Stacey S. Dobos Trust Agreement Dated November 26, 2003 Name________________________________ Signature_____________________________ Date_________________________________ By Lessee: City of South San Francisco, a California municipal corporation Name_____________________________ Signature __________________________ Date______________________________ DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01 Stacey Dobos 8/16/2021 | 10:24:54 AM PDT DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 August 19, 2021 | 9:11:58 AM PDT Mike Futrell Rosa Govea Acosta City Clerk 159 366 Grand Ave- Plot Plan DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 160 Exhibit B 161 162 1 EXHIBIT C SECOND AMENDMENT TO THE LEASE AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND STACEY S. DOBOS TRUST FOR USE OF 366 GRAND AVENUE IN SOUTH SAN FRANCISCO THIS SECOND AMENDMENT TO THE LEASE AGREEMENT is made at South San Francisco, California, as of January 8, 2025 by and between THE CITY OF SOUTH SAN FRANCISCO (“City”), a municipal corporation, and the Stacey S. Dobos Trust (“Property Owner”) (sometimes referred together as the “Parties”) who agree as follows: RECITALS A. On July 12, 2021, City and Property Owner entered that certain Lease Agreement (“Lease”) whereby Property Owner agreed to lease the commercial property at 366 Grand Avenue to the City of South San Francisco for purposes of opening the Economic Advancement Center. A true and correct copy of the Agreement is attached hereto and incorporated herein as Exhibit A. B. On November 1, 2024, City and Property Owner entered that certain First Amendment to Lease Agreement (“First Amendment”) whereby the lease was modified and extended the expiration date to April 30, 2025. A true and correct copy of the First Amendment is attached hereto and incorporated herein as Exhibit B. C. City and Property Owner now desire to amend the Lease. NOW, THEREFORE, for and in consideration of the promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Property Owner hereby agree as follows: 1. All terms which are defined in the First Amendment shall have the same meaning when used in the Second Amendment, unless specifically provided herein to the contrary. 2. Section 1.3: Term. The term of the Lease shall be extended to expire on August 31, 2025. All other terms, conditions and provisions in the Lease remain in full force and effect. If there is a conflict between the terms of this Second Amendment and the Lease, the terms of the Lease will control unless specifically modified by this Second Amendment. [SIGNATURES ON THE FOLLOWING PAGE] 163 2 EXHIBIT C Dated: CITY OF SOUTH SAN FRANCISCO PROPERTY OWNER By: By: City Manager ATTEST: By: ___________________________ City Clerk Approved as to Form: By: City Attorney 164 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-4 Agenda Date:1/8/2025 Version:1 Item #:9. Report regarding a resolution authorizing the acceptance of $2,601.54 in funding from San Mateo County Registration and Elections Division to support an 11-Day Vote Center at the Main Library,Library |Parks and Recreation Center,for the March 4,2025,Special Election and amending the Library Department’s Fiscal Year 2024-25 Operating Budget via Budget Amendment Number 25.033.(Valerie Sommer, Library Director) RECOMMENDATION It is recommended that the City Council adopt a resolution authorizing the acceptance of $2,601.54 in funding from San Mateo County Registration and Elections Division (San Mateo County Elections)to support an 11-Day Vote Center at the Main Library,Library |Parks and Recreation Center,for the March 4,2025,Special Election and amending the Library Department’s Fiscal Year 2024-25 Operating Budget via Budget Amendment Number 25.033. BACKGROUND/DISCUSSION From February 22,2025,through March 4,2025,South San Francisco Main Library,Library |Parks and Recreation Center,second floor Community Room,will serve as a Vote Center for the upcoming March 4, 2025,Special Election.If passed,the Ordinance,Measure A,will provide the San Mateo County Board of Supervisors the authority until December 31,2028,to remove an elected sheriff from office for just cause with a four-fifths vote of the Board.Although San Mateo County has gone to an all-mailed ballot election,Vote Centers are still needed to assist those residents with ballot issues or to complete the voting process.Traditional polling places have been replaced by Vote Centers,which are open for voting for an extended period,and which offer expanded voter services,including voter registration,multilingual assistance,and disabled access voting options.This will be the 12th election for which the Library,partnering with the City Clerk,provides Vote Center services.Establishing accessible Vote Centers is an important factor in securing successful voter turnout.Funding will support library staff scheduled on site around regular library hours and Peninsula Library System Network setup costs. FISCAL IMPACT Funds received from San Mateo County Elections will be used to amend the Library Department’s current Fiscal Year (FY)2024-25 Operating Budget.Receipt of these funds does not commit the City to ongoing funding. RELATIONSHIP TO STRATEGIC PLAN Acceptance of this funding will contribute to the City’s Strategic Plan under Priority #6:Community Connections, by providing a local vote site as a convenient option for voters. CONCLUSION Receipt of these funds will support the 11-Day Early Vote Center at the Main Library for the March 4,2025 Special Election.It is recommended that the City Council accept $2,601.54;in funding from San Mateo County Elections and amend the Library Department’s FY 2024-25 Operating Budget via Budget Amendment Number 25.033. City of South San Francisco Printed on 1/3/2025Page 1 of 1 powered by Legistar™165 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-5 Agenda Date:1/8/2025 Version:1 Item #:9a. Resolution authorizing the acceptance of $2,601.54 in funding from San Mateo County Registration and Elections Division to support an 11-Day Vote Center at the Main Library,Library |Parks and Recreation Center,for the March 4,2025 Special Election and amending the Library Department’s Fiscal Year 2024-25 Operating Budget via Budget Amendment Number 25.033.(Valerie Sommer, Library Director) WHEREAS,the City of South San Francisco (“City”)Strategic Plan includes a goal of creating community connections under Priority #6; and WHEREAS,the South San Francisco Main Library will serve as An 11-Day Vote Center for the upcoming March 4, 2025 Special Election; and WHEREAS,the San Mateo County Registration and Elections Division has awarded the City $2,601.54 in funding to support the 11-Day Vote Center at the South San Francisco Main Library; and WHEREAS,the Vote Center will be available to assist residents with ballot issues and will provide expanded voter services, including voter registration, multilingual assistance, and disabled access to voting options; and WHEREAS,this will be the twelfth election for which the Library,partnering with the City Clerk,will provide voter services to help encourage a successful voter turnout; and WHEREAS,Library staff recommends accepting funding in the amount of $2,601.54 from the San Mateo County Registration and Elections Division to support an 11-Day Vote Center; and WHEREAS,funds will be used to amend Fiscal Year (FY)2024-25 Operating Budget of the Library Department via Budget Amendment Number 25.033. NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco does hereby accept $2,601.54 in funding from the San Mateo County Registration and Elections Division and approve Budget Amendment Number 25.033 to amend the Library Department’s FY 2024-25 Operating Budget in order to reflect an increase of $2,601.54. City of South San Francisco Printed on 1/13/2025Page 1 of 2 powered by Legistar™166 File #:25-5 Agenda Date:1/8/2025 Version:1 Item #:9a. ***** City of South San Francisco Printed on 1/13/2025Page 2 of 2 powered by Legistar™167 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-10 Agenda Date:1/8/2025 Version:1 Item #:10. Report regarding a resolution authorizing the acceptance of a donation of 210 meals to the City of South San Francisco, prepared by Foundry &Lux on behalf of the tenants of The Cove at Oyster Point,a property of Healthpeak Life Science, Inc., to acknowledge public safety staff during the holiday season. (Christina Fernandez, Deputy City Manager) RECOMMENDATION It is recommended that the City Council adopt a resolution accepting the donation of approximately 210 meals to the City of South San Francisco. BACKGROUND/DISCUSSION Healthpeak Life Science Properties,Inc.is a diversified real estate investment trust (REIT)that owns and develops healthcare real estate for Life Science,Medical Office,and continuing care retirement community (CCRC)tenants. Tenants of The Cove at Oyster Point have a history of being a generous benefactor of the City of South San Francisco (“City”)through their continued support of public safety staff during the holiday season.They have previously donated meals for City staff every year since 2021,and did so again for the 2024 holiday season by providing public safety staff with meals prepared by Foundry & Lux in Oyster Point. Public safety staff from police,fire,maintenance,and other front-line divisions appreciated The Cove’s generosity in closing off Foundry &Lux at Oyster Point Cove during the lunch hour on Friday,December 20,2024 for public safety employees to enjoy a free lunch onsite. FISCAL IMPACT There is no fiscal impact to the General Fund. RELATIONSHIP TO STRATEGIC PLAN Acceptance of these donations will contribute to the City’s Strategic Plan under Priority #2: Quality of Life. CONCLUSION Receipt of the donated meals provided holiday cheer to our city’s hardworking public safety staff and demonstrated gratitude for the hard work they accomplished during 2024.It is recommended that the City Council adopt a resolution accepting the donation of approximately 210 meals to the City of South San Francisco. City of South San Francisco Printed on 1/3/2025Page 1 of 1 powered by Legistar™168 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-11 Agenda Date:1/8/2025 Version:1 Item #:10a. Resolution authorizing the acceptance of a donation of 210 meals to the City of South San Francisco,prepared by Foundry &Lux on behalf of the tenants of The Cove at Oyster Point,a property of Healthpeak Life Science,Inc.,to acknowledge public safety staff during the holiday season. WHEREAS,the City of South San Francisco public safety staff from the police,fire,maintenance,and other front-line divisions work hard to keep our City safe and running efficiently; and WHEREAS,The Cove at Oyster Point,tenants of Healthpeak Life Science,Inc.,has historically acknowledged the hard work of the City’s public safety employees during the holiday season; and WHEREAS,on December 20,2024,The Cove at Oyster Point donated 210 meals prepared by Foundry and Lux in appreciation of the City’s public safety staff; and WHEREAS, these donated meals have no fiscal impact to the City. NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco hereby accepts 210 meals for the public safety staff of the City of South San Francisco. ***** City of South San Francisco Printed on 1/13/2025Page 1 of 1 powered by Legistar™169 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-987 Agenda Date:1/8/2025 Version:1 Item #:11. ..Title Report regarding a Study Session on a proposed business improvement district in South San Francisco.(Ernesto Lucero, Economic Development Manager) RECOMMENDATION Staff recommends City Council receive a report regarding a Study Session on a proposed business improvement district in South San Francisco and provide comments and direction on its potential formation. BACKGROUND In the past decade,staff has continued to explore enhanced efforts to revitalize downtown South San Francisco.This has been increasingly important due to the unique attributes along Grand and Linden Avenues.The area has many long-term legacy small businesses that have served the community,there are a diverse group of restaurants within the corridors,and the area is within close proximity to one of the largest biotech clusters in the world with an array of transit options within walking distance.Even though downtown solely encompasses District 5,it serves as a focal point for community events, government business,and commercial activities for all residents,employees,and visitors throughout South San Francisco.In San Mateo County,it is one of the more diverse and unique downtown neighborhoods with nearly 70%of the community speaking a language other than English. Like many downtown areas throughout the Bay Area and country,the past several years has seen an uptick in vacant storefronts,less foot traffic due to the increase in remote workers,and the increased need to keep downtowns clean and attractive.In addition,specific to downtown South San Francisco,the community has seen over 1,073 new housing units constructed with an additional 61 units entitled,a new Caltrain station and plaza developed at its entrance,and a growing and expanding biotech cluster with over 26,000 employees that will continue to bring new visitors downtown for shopping, dining, and events. Many communities throughout the state and county have formed business improvement districts to augment revitalization efforts in commercial corridors.Specifically in San Mateo County,Redwood City,San Mateo,and Burlingame have forms of business improvement districts that support their downtowns with clean and safe streets,maintenance,and events.All are specific to the needs of the neighborhood and vary from safety ambassadors,cleanliness,or marketing and promotion, for example. Overall,business improvement districts (BIDs)or property and business improvement districts (PBIDs)are mechanisms to allow businesses or property owners to self-assess themselves and use those funds for various improvements and programs within the specific district boundary.The most common district in California can be formed under the Parking and Business Improvement Area Law of 1989.Business improvement areas formed under the 1989 law impose a fee on the business license of the businesses operating in the area,rather than the property owners.The collected funds are used to fund improvements and activities specified in the formation documents.A similar assessment procedure was authorized by the PBID Law of 1994.The distinction is that the PBID makes the assessment on real property and not directly on the business within the PBID.These districts are governed by a Management District Plan and a steering committee City of South San Francisco Printed on 1/9/2025Page 1 of 6 powered by Legistar™170 File #:24-987 Agenda Date:1/8/2025 Version:1 Item #:11. comprised of those that represent the district. The range of activities that can potentially be funded through business improvement districts are broad and includes parking improvements,sidewalk cleaning,streetscape maintenance,streetscape improvements (e.g.,furniture,lighting, planting,etc.),promotional events,marketing and advertising,security patrols,public art,trash collection,landscaping improvements,and other functions.However,the purpose of the funded activities is not to supplement what the City is already funding, but rather to enhance and augment increased or additional services to the area. A BID or PBID have been one proven mechanism to foster downtown revitalization efforts.It can help with attracting new businesses to the corridor,increase property values,stimulate additional tourism,and create a sustainable funding stream that is controlled by property owners and businesses.As property owners self-assess themselves,these types of districts are not associated with a tax collected by the City. In February 2024,staff engaged business improvement district formation consultant,Community Strong Strategies,to assist in community engagement and the potential formation of a business improvement district for downtown.At its February 14th regular meeting, City Council received a brief presentation on the project. DISCUSSION Much of 2024 was spent on significant community engagement to understand the perception of downtown and what could make the area even better. Community Engagement Efforts In early 2024,downtown outreach began with the Leadership Council of San Mateo County Emerging Leaders Cohort (Leadership Council),which allocated a team of county-wide emerging leaders to help staff with outreach to downtown on ways to support increased downtown revitalization opportunities.The group conducted one-on-one business outreach walks along Grand,Baden,and Linden Avenues to hear directly from local merchants.The major themes they heard were related to capitalizing on new residents that recently moved downtown and ways to partner with local restaurants in need of an additional customer base.Through this engagement,the team focused on ways to activate the City-owned Breezeway property,which sits adjacent to the Miller Parking Garage and the Economic Advancement Center at 366 Grand Avenue.Ultimately,the team focused on the development of a pilot early evening event in the Breezeway with the goal of bringing biotech workers downtown after hours,supporting local restaurants,and activating the underutilized Breezeway space. The project concept was received by staff with the goal of implementing it when funds became available. Staff applied to the Genentech South San Francisco Civic Fund and has since been awarded $10,000 to implement the South San Francisco Lunar New Year Night Market which will take place on February 7, 2025, in the Breezeway. More information about this event can be found at www.ssf.net <http://www.ssf.net> as details develop. With the support and engagement findings from the Leadership Council, the PBID consultant team Community Strong Strategies, met with the Leadership Council team and expanded outreach to property owners, visitors, local merchants, and city-wide outreach methods to broaden the scope of downtown revitalization as it relates to what a PBID could potentially fund. Outreach consisted of one-on-one business walks, a city-wide residential text survey, the Mayor’s newsletter to all residents, as well as business stakeholders and property owners. Outreach was conducted in English, Spanish, Tagalog, and Cantonese and generated 352 responses. The most common themes included a need for more restaurants, activation of downtown spaces with new events to attract more customers and families, general beautification and cleanliness on sidewalks, and ways to deal with the increase of parking challenges downtown through increased availability and enforcement. Staff also met with the Parking Place Commission on November 12, 2024, to discuss the project. The Commission requested an additional presentation once services were more clearly identified and wanted to be kept apprised of how the district would be developed. Formation of Steering Committee With the outreach findings and discussions with key stakeholders, staff and the consultant team began to meet with City of South San Francisco Printed on 1/9/2025Page 2 of 6 powered by Legistar™171 File #:24-987 Agenda Date:1/8/2025 Version:1 Item #:11. interested stakeholders interested in the progress of outreach efforts and the next steps to form a potential district. To date, the steering committee has consisted of a small group of stakeholders who largely represent property owners along the Grand Avenue corridor. The group has been meeting informally monthly since the Summer of 2024 and staff and the consultant team have presented a potential district boundary map, findings from the outreach conducted, and ways the district could fund specific needs presented from the data. Draft District Boundary Directed by the outreach data and discussions with the group of preliminary stakeholders from the steering committee, the proposed boundary map focused on Grand Avenue between South Airport Boulevard and Spruce Avenue, and Baden Avenue between South Airport Boulevard and Maple Avenue. Further discussion has raised the need to expand the proposed district boundary along the Linden Avenue corridor north to Aspen Avenue due to the future development potential of Linden Avenue, the future housing development at Linden and Lux Avenues, and the future park that will be developed at Linden and Pine Avenues. The proposed district map is Attachment 1. Potential Services and Direction Based on all the community engagement as well as discussions with the steering committee, the following services have been discussed: Beautification and Cleanliness As with most districts, a portion of the budget is commonly identified for general beautification and cleanliness. This may include more frequent pressure washing conducted along the major corridors such as Linden, Grand, and Baden Avenues, as well as the entrance to downtown along South Airport Boulevard. In addition, there is a need for more frequent trash collection of public waste containers which can unintentionally overflow due to residential units using them for household trash removal. This item was discussed with the Public Works Department (Public Works), as a business improvement district could only fund beyond what the City is already doing. Public Works said that within this category, staff manage general cleanliness, graffiti removal, trash collection, and pressure washing conducted by a clean team that focuses on Grand and Linden Avenues. Trash collection is daily, and pressure washing is once per quarter. Public Works staff also mentioned they had conducted some research on downtown ambassador programs that are typically funded with business improvement districts, and not funded by the City. These included: Downtown Berkeley which operates an ambassador cleaning team through its PBID for enhanced cleaning of litter removal, detail cleaning of public amenities, graffiti removal, weed removal, and power washing and spot cleaning. The district has two zones consisting of a premium and standard zone and property owners pay different assessments with more frequent services in the premium zone. Downtown Santa Cruz operates an ambassador program through its PBID focused on an attractive downtown for its tourism industry with similar services around clean streets. Downtown San Leandro operates an ambassador program through its Community Benefit District (CBD) that focuses on clean and safe streets. Their ambassador program is contracted out under an Environmental Maintenance Services agreement with a third party, and a separate pilot Safety Ambassador Program is contracted with the City of San Leandro. Under district maintenance, services include litter and debris removal, sticker/poster removal, increased power washing, landscape maintenance, graffiti removal, weed abatement, illegal dumping, and small business assistance impacted by unsheltered individuals. Its pilot Safety Ambassador Program provides services for hospitality information for visitors, reporting suspicious vehicles and individuals, reporting safety hazards, de-escalation of non-emergency situations, addressing public nuisances such as public drinking and smoking, wellness checks, and distribution of donated food to unsheltered neighbors. City and County of San Francisco operates a Community Ambassadors Program for clean and safe streets in districts including Bayview, Chinatown, Mid-Market/Tenderloin/Union Square, Mission, Visitacion Valley/Portola, and Castro. Services range depending on the priority needs but include safety escorts, reporting emergencies and hazards, and conducting wellness checks. Throughout the outreach conducted in South San Francisco in 2024, safety concerns were not a common theme, nor did they represent a large concern heard from the community. There have been some rare safety incidents that have occurred along Grand Avenue in recent years, however, staff will continue to ask about safety through continued outreach to stakeholders. Recently, in January 2023, there was a strong-armed robbery at a local merchant on the 300 block of Grand Avenue, as City of South San Francisco Printed on 1/9/2025Page 3 of 6 powered by Legistar™172 File #:24-987 Agenda Date:1/8/2025 Version:1 Item #:11. well as an assault with a hammer which caused several broken windows at six merchants along the same block in November 2024. Both incidents were followed by downtown merchant outreach and assistance from the City, and overall, there have been very positive comments about the responsiveness and professionalism from the Police Department, as all suspects were quickly apprehended. Capitalizing on the growing workforce east of 101 to bring them downtown to dine and visit Overall, much of the discussion and data collected suggests that many local small businesses have survived many challenges over the past several years and want to bring in more business to grow. Since at least 2020, most small businesses have been faced with temporary and intermittent closures due to the pandemic. This also caused a large customer base for local restaurants to drop off as remote work became the norm, and less people came downtown for lunch or after work. Several restaurants that had a large customer base for catering also struggled to maintain operations, as large events and work meetings have not returned to pre-COVID levels. In addition, many local small businesses within downtown faced legal challenges with complying with the Americans with Disabilities Act (ADA). Many see the continued growth of the 26,000-biotech workforce, separated only by the 101 freeway, as a prime asset for continued success and sustainability. One potential service that the steering committee discussed was a service related to transportation since parking constraints continue to limit additional visitors downtown. Genentech operates the Genentech Goes to Town promotion in September with increased bus drop off points in the downtown around the lunch hour during the promotion. In its 32 nd year this year, the program provides Genentech employees with a small stipend to dine and shop specifically downtown for two weeks every September. Ways to support the challenges of parking downtown Concerns about parking downtown were heard from most engagement efforts, specifically around the perception of the lack of enforcement and lack of availability. Overall, the landscape of downtown has significantly changed with improvements of accessing transit options such as Caltrain, and the construction of new high-density housing developments. Many have voiced the increased time to locate a parking spot and the longer distance to park a vehicle if dining or visiting downtown. Some suggest this to be a decision maker and sometimes decide to eat elsewhere in other downtown areas for ease of parking availability. Staff will continue to keep the Public Works Department and the Parking Place Commission apprised. In general, a business improvement district is not the appropriate funding mechanism to assist with parking, as a parking structure for example, would only fund an extremely small portion of the total cost out of the district annual budget. Some ideas that have been discussed include wayfinding signage to available parking such as the Miller Parking Garage or other downtown surface parking lots, as well as valet parking in designated locations for special events when parking becomes very limited, such as the holiday season or special event. More events downtown and activating spaces for events Annual events and opportunities for the community to gather downtown have consistently been expressed throughout the outreach. As discussed with the Leadership Council project, many local businesses can benefit from the uptick in business activity when events occur downtown. Although many local merchants are weary of street closures along Grand Avenue currently, open spaces such as City Hall and the Grand Library, breezeways along Grand Avenue, and the Karyl Matsumoto Plaza seem the most feasible in the short-term for events. However, street closures surrounding City Hall seemed to be the most feasible for larger events. In the Summer of 2024, staff also began partnering with the Bay Area Entrepreneur Center (BAEC) through Skyline College on a student cohort to help South San Francisco further develop special events in downtown. To date, the student cohort has proposed new event ideas to staff based on regional analysis and impact and will be assisting staff with ideas for the Lunar New Year Night Market, Santa Comes to Town, and new events around art and culture. PBID vs. BID As discussed, a PBID or property-based improvement district, is funded by property owners within the district boundary. Assessments are calculated based on a five-year annual budget and are paid by the property owner when property taxes are annually due. The City, as a property owner downtown, would also be self-assessed and help fund the services property owners agreed upon. Formation can occur annually by July, must be approved by more than 50% of property owners, and would be assessed on property taxes due by the month of January after formation. A BID, or business improvement district, is funded by the specific businesses operating on the property within the district boundary map. In November 2024, voters approved Measure W, the Business License Tax Measure, to help modernize City of South San Francisco Printed on 1/9/2025Page 4 of 6 powered by Legistar™173 File #:24-987 Agenda Date:1/8/2025 Version:1 Item #:11. the City of South San Francisco Business License Tax. While the business license tax covers all businesses that require a South San Francisco Business License, a BID is solely an assessment paid by businesses within the specific boundary map, and not city-wide. Assessments are also calculated based on a five-year annual budget and are paid by the business annually when a business license is renewed and collected by the City. Formation can occur at any time by Council approval and would be assessed when businesses renew their annual business license. BID assessments can be unpredictable and can fluctuate on the number of businesses that continue to renew and/or apply for a business license within the district boundary. With either a PBID or BID, a non-profit organization with a Board of Directors would manage the district, and the City would have representation on the Board of Directors. Staff and the steering committee recommend to the Council the direction of forming a PBID. A PBID would have the ability to generate more revenue for district services, in addition to generating a more sustainable level of services over the life of the district. It would also put the ability of property owners to dictate how they want their properties to be revitalized, with the goal of attracting new businesses and visitors downtown. Assessments Assessment categories have been identified by land use type including: ·Commercial: representing properties with local merchants and small businesses; ·Government (enterprise):representing governmental-owned properties that generate revenue,such as paid City lots; ·Government (traditional):representing government-owned properties such as City Hall or public spaces; ·Non-profit:representing properties that operate non-profits, such as the Economic Advancement Center; ·Residential:representing all housing developments, except single-family homes; and ·Residential (affordable):representing housing development and units that are deeded as low income To date,assessment analysis has only been performed with the smaller boundary map identified in Attachment 1 as the blue area concentrated around Grand and Baden Avenues.This estimated an annual budget between $195,000 to $292,500 with 262 properties,depending on the level of services.Staff would like to perform additional analysis to include the additional boundary area to understand the full potential of a larger district boundary.So far,the steering committee has had some consensus on a lower range budget,however,it may limit the level of services that could be implemented. Formation Process and Next Steps After further comments and direction from Council, staff will continue to proceed with the formation process of: 1.Proceeding with the PBID formation process; and 2.Expanding the district boundary to include Linden Avenue beyond the Grand and Baden blocks to include northern blocks to Aspen Avenue which would incorporate additional housing developments and the new park development; and 3.Continuing to engage with property owners within the added areas; and 4.Gaining consensus on services identified; and 5.Growing the steering committee to meet monthly in 2025; and 6.Returning to the Council later in the year on an update, as needed. To date,outreach to property owners has been concentrated on the smaller district boundary of Grand Avenue predominately.Outreach in 2025 will expand to include the additional property owners north along the Linden Avenue City of South San Francisco Printed on 1/9/2025Page 5 of 6 powered by Legistar™174 File #:24-987 Agenda Date:1/8/2025 Version:1 Item #:11. predominately.Outreach in 2025 will expand to include the additional property owners north along the Linden Avenue blocks.If Council agrees with the next steps,a Management District Plan would be drafted by the Fall of 2025,over 50% of property owners within the district boundary would need to approve its formation through a mailed petition drive by May 2026,Council will need to approve the formation process with two actions by July 2026,and services would begin by January 2027. FISCAL IMPACT There is no impact to the General Fund associated with this Study Session item. CONCLUSION A business improvement district is one mechanism that would support revitalization downtown.However,staff are not waiting for revitalization until a district is formed and services are provided.Many resources have already flowed through downtown and will continue to be a part of the effort.Through the past several years,many grant programs have been offered to downtown merchants to support challenges faced within the community.A new slurry seal was recently improved within downtown corridor streets,and staff and stakeholders continue to bring events downtown,such as Santa Comes to Town and the upcoming Lunar New Year Night Market. Staff recommends City Council receive a report regarding a Study Session for a proposed business improvement district in South San Francisco and provide comments and direction on its potential formation.This item serves as an opportunity to check in with Council on the direction of the project. Attachments: 1.Proposed district boundary map City of South San Francisco Printed on 1/9/2025Page 6 of 6 powered by Legistar™175 Attachment 1 – Proposed District Boundary Map *Blue represents the initial boundary map *Green represents additional areas to be included in the boundary map. Outreach will focus on the green areas next. 176 Study Session Proposed business improvement district South San Francisco City Council January 8, 2025 1 177 2 • Community engagement efforts • Steering Committee • District Boundary Map • Potential services and direction • PBID vs BID • Assessments • Timeline & Next Steps Discussion Items 178 DOWNTOWN OUTREACH BOUNDARY MAP POTENTIAL SERVICES 3 ASSESSMENTS NEXT STEPS 179 DOWNTOWN OUTREACH BOUNDARY MAP POTENTIAL SERVICES 4 ASSESSMENTS NEXT STEPS 180 DOWNTOWN OUTREACH BOUNDARY MAP POTENTIAL SERVICES 5 ASSESSMENTS NEXT STEPS 181 DOWNTOWN OUTREACH BOUNDARY MAP POTENTIAL SERVICES 6 ASSESSMENTS NEXT STEPS 182 DOWNTOWN OUTREACH BOUNDARY MAP POTENTIAL SERVICES 7 ASSESSMENTS NEXT STEPS 183 DOWNTOWN OUTREACH BOUNDARY MAP POTENTIAL SERVICES 8 ASSESSMENTS NEXT STEPS 184 DOWNTOWN OUTREACH BOUNDARY MAP POTENTIAL SERVICES 9 ASSESSMENTS NEXT STEPS 185 DOWNTOWN OUTREACH BOUNDARY MAP POTENTIAL SERVICES 10 ASSESSMENTS NEXT STEPS • Business walks with City staff, partner agencies, and Community Strong Strategies • Contacted business owners or managers and provided survey information with iPad and links, asked about business climate, priorities 186 DOWNTOWN OUTREACH BOUNDARY MAP POTENTIAL SERVICES 11 ASSESSMENTS NEXT STEPS •All residents: Text Survey (August 21 - August 23), 216 responses •All residents: Mayor newsletter (July 12), 88 responses •Business Stakeholders:Emailed and hand-delivered, 36 responses •Property Owner Stakeholders:Emailed, 12 responses 187 DOWNTOWN OUTREACH BOUNDARY MAP POTENTIAL SERVICES 12 ASSESSMENTS NEXT STEPS Common Themes • A need for more restaurants and food establishments • More activation and events to enhance space and attract customers & families • Beautification and Cleanliness (sidewalks) • Parking is important, availability and enforcement 188 BIDS/PBIDs OUTREACH BOUNDARY MAP POTENTIAL SERVICES 13 ASSESSMENTS NEXT STEPS Property and Business Improvement Districts are organizations of property owners and/or business owners working to improve their commercial corridor or business district - to supplement, not supplant, public services - through a stable funding mechanism. 189 BIDS/PBIDs OUTREACH BOUNDARY MAP POTENTIAL SERVICES 14 ASSESSMENTS NEXT STEPS Over 2,500 PBIDs in North America Common successes: •Improved property values •Increased sales •Reduced crime •Enhanced physical appearance •Increased numbers of people using downtown for a variety of purposes •Speaking with one voice – creating the collective clout 190 BIDS/PBIDs OUTREACH BOUNDARY MAP POTENTIAL SERVICES 15 ASSESSMENTS NEXT STEPS 191 BIDS/PBIDs OUTREACH BOUNDARY MAP POTENTIAL SERVICES 16 ASSESSMENTS NEXT STEPS 192 BIDS/PBIDs OUTREACH BOUNDARY MAP POTENTIAL SERVICES 17 ASSESSMENTS NEXT STEPS 193 BIDS/PBIDs OUTREACH BOUNDARY MAP POTENTIAL SERVICES 18 ASSESSMENTS NEXT STEPS Downtown Richmond (PBID) 194 DOWNTOWN OUTREACH BOUNDARY MAP POTENTIAL SERVICES 19 ASSESSMENTS NEXT STEPS 195 DOWNTOWN OUTREACH BOUNDARY MAP POTENTIAL SERVICES 20 ASSESSMENTS NEXT STEPS Potential Services Discussed Based on Outreach Beautification and Cleanliness •Ambassador Clean Team •More frequent pressure washing and trash removal •Art (murals, planters, utility boxes) Attracting customers from biotech cluster and new housing •Capitalizing on growing biotech workforce and new downtown residents to visit downtown •Shuttle service during promotions Supporting parking challenges •Wayfinding signage •Valet parking for events •Increased shuttle service More events and activation •More annual cultural and food events •Activation of public, open spaces (lighting, benches, kiosks) 196 DOWNTOWN OUTREACH BOUNDARY MAP POTENTIAL SERVICES 21 ASSESSMENTS NEXT STEPS Assessment Categories Commercial Local merchants and small businesses Government (enterprise)Government-owned properties that generate revenue (City parking lots, for ex) Government (traditional)Government-owned properties (City Hall, public spaces, for ex) Non-profit Operating non-profits (places of worship, EAC, for ex) Residential All housing except single-family homes Residential (affordable)Units deed as affordable 197 DOWNTOWN OUTREACH BOUNDARY MAP POTENTIAL SERVICES 22 ASSESSMENTS NEXT STEPS BUDGET - HIGH EXPENDITURES TOTAL BUDGET % of Budget Maintenance and Beautification $150,000 50.00% Marketing, Branding, Special Events $125,000 41.67% Management $25,000 8.33% Total Expenditures $300,000 100.00% REVENUES Assessment Revenues $292,500 97.50% Other Revenues (1)$7,500 2.50% Total Revenues $300,000 100.00% (1) Other non-assessment funding to cover the cost associated with general benefit. •50 hrs weekly @ $40.00 $104,000 the rest for beautification •Includes contract service Preliminary assessments based on smaller boundary map 198 DOWNTOWN OUTREACH BOUNDARY MAP POTENTIAL SERVICES 23 ASSESSMENTS NEXT STEPS BUDGET - LOW EXPENDITURES TOTAL BUDGET % of Budget Maintenance and Beautification $100,000 50.00% Marketing, Branding, Special Events $75,000 37.50% Management $25,000 12.50% Total Expenditures $200,000 100.00% REVENUES Assessment Revenues $195,000 97.50% Other Revenues (1)$5,000 2.50% Total Revenues $200,000 100.00% (1) Other non-assessment funding to cover the cost associated with general benefit. • 30 hrs weekly @ $40.00 $62,400 the rest for beautification • Includes contract service Preliminary assessments based on smaller boundary map 199 DOWNTOWN OUTREACH BOUNDARY MAP POTENTIAL SERVICES 24 ASSESSMENTS NEXT STEPS Gain additional consensus on potential services Summer 2025 • Draft Management District Plan • Engineer’s Report Fall 2025 Property Owner Petition Drive Q1 2026 • City Council considers approval of Resolution of Intention and calls for Public Hearing • Assessment ballots mailed to all assessed property owners April 2026 • City Council Public Hearing, Tabulation of ballots (45 days later) June 2026 Services begin January 2027 Next Steps 200 DOWNTOWN OUTREACH BOUNDARY MAP POTENTIAL SERVICES 25 ASSESSMENTS NEXT STEPS Events to continue in 2025 downtown through partnerships and grants 201 26 QUESTIONS Questions? 202 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-1207 Agenda Date:1/8/2025 Version:1 Item #:12. Report regarding a resolution authorizing the City Manager to execute a two-year professional services agreement with Flock Safety for the installation of 12 new automated license plate recognition cameras and service of forty automated license plate recognition cameras in an amount not to exceed $241,800 (Scott Campbell, Chief of Police) RECOMMENDATION Staff recommend that the City Council adopt a resolution authorizing the City Manager to execute a two -year professional services agreement with Flock Safety,in an amount not to exceed $241,800,for the installation of 12 new automated license plate recognition cameras and service of forty automated license plate recognition cameras. BACKGROUND/DISCUSSION On November 14,2022,the City launched an Automated License Plate Recognition (ALPR)Camera Program. A total of 28 Flock Safety solar-powered cameras were installed at key public locations throughout the city to proactively prevent crime from occurring in South San Francisco.Over the past two years,cameras have proven to be a vital game changer in combating crime.The City has seen a significant decrease in property crimes and the program has helped solve several complex investigations that otherwise may not have been solved. Due to the program’s ongoing success and benefit to public safety,the City Council authorized expanding the program by installing an additional 12 cameras to increase coverage throughout the City.This addition will bring the ALPR program to a total of 40 cameras.ALPR Flock Safety continues to provide all the supplies, equipment,and service that are necessary for safe operation under standard operating procedures and meets all government regulations and workplace safety guidelines. The proposed professional services agreement with Flock Safety would be executed for a two-year term in an amount not to exceed $241,800.The agreement would include the installation of 12 new automated license plate recognition cameras and service of 40 automated license plate recognition cameras. FISCAL IMPACT Funding in the amount of $121,800 for year one of this project is included in the Fiscal Year 2024-25 adopted budget. Second year funding of $120,000 will be included in the Fiscal Year 2025-26 proposed budget. RELATIONSHIP TO STRATEGIC PLAN This item meets the City’s strategic goals under Strategic Plan Priority: Public Safety. CONCLUSION Staff recommend that the City Council adopt a resolution authorizing the City Manager to execute a two-year professional services agreement with Flock Safety,in an amount not to exceed $241,800,for the installation of 12 new automated license plate recognition cameras and service of 40 automated license plate recognition City of South San Francisco Printed on 1/3/2025Page 1 of 2 powered by Legistar™203 File #:24-1207 Agenda Date:1/8/2025 Version:1 Item #:12. cameras. City of South San Francisco Printed on 1/3/2025Page 2 of 2 powered by Legistar™204 Master Services Agreement This Master Services Agreement (this “Agreement”) is entered into by and between Flock Group, Inc. with a place of business at 1170 Howell Mill Road NW Suite 210, Atlanta, GA 30318 (“Flock”) and the City of South San Francisco (“Agency) (each a “Party,” and together, the “Parties”). This Agreement is effective on the date of mutual execution (“Effective Date”). Parties will sign an Order Form (“Order Form”) which will describe the Flock Services to be performed and the period for performance, attached hereto as Exhibit A. RECITALS WHEREAS, Flock offers a software and hardware situational awareness solution for automatic license plate detection through Flock’s technology platform (the “Flock Services”) that upon detection is capable of capturing audio, video, image, and recording data of suspected vehicles (“Footage”) and provide notifications to Agency (“Notifications”); WHEREAS, Agency desires access to the Flock Services (defined below) on existing devices, provided by Agency, or Flock provided Flock Hardware (as defined below) in order to create, view, search and archive Footage and receive Notifications, via the Flock Services; WHEREAS, Agency shall have access to the Footage in Flock Services. Pursuant to Flock’s standard Retention Period (defined below) Flock deletes all Footage on a rolling thirty (30) day basis, except as otherwise stated on the Order Form. Agency shall be responsible for extracting, downloading and archiving Footage from the Flock Services on Agency’s own storage devices; and WHEREAS, Flock desires to provide Agency the following Flock Services and Flock Hardware: Provide and install twelve (12) additional Automatic License Plate Reader (“ALPR”) cameras and provide support/maintenance for forty (4) ALPR cameras for two (2) years, as more specifically described in the Order Form, attached hereto as Exhibit A, solely for the awareness, prevention, and prosecution of crime, bona fide investigations by police departments, and archiving for evidence gathering (“Purpose”). 205 AGREEMENT NOW, THEREFORE, Flock and Agency agree as follows and further agree to incorporate the Recitals into this Agreement. 1. DEFINITIONS Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross- referenced in this Section 1. 1.1. “Agency Data” means the data, media, and content provided by Agency through the Services. For the avoidance of doubt, the Agency Data will include the Footage. 1.2 “Agency Hardware” means the third-party camera owned or provided by Agency and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Services. The term “Agency Hardware” excludes the Embedded Software. 1.3 “Agreement” means the order form (to be provided as Exhibit A, “Order Form”), these terms and conditions, and any document therein incorporated by reference in section 11.4. 1.4 “Anonymized Data” means Agency Data permanently stripped of identifying details and any potential personally identifiable information, by commercially available standards which irreversibly alters data in such a way that a data subject (i.e., individual person or entity) can no longer be identified directly or indirectly. 1.5 “Authorized End User(s)” means any individual employees, agents, or contractors of Agency accessing or using the Services through the Web Interface, under the rights granted to Agency pursuant to this Agreement. 1.6 “Documentation” will mean text and/or graphical documentation, whether in electronic or printed format, that describe the features, functions and operation of the Flock Services which are provided by Flock to Agency in accordance with the terms of this Agreement. 1.7 “Effective Date” means the date this Agreement and the Order Form is mutually executed (valid and enforceable) by both Parties. 1.8 “Embedded Software” means the Flock proprietary software and/or firmware integrated with or installed on the Flock Hardware or Agency Hardware. 206 1.9 “Flock Hardware” means the Flock device(s), which may include the pole, clamps, solar panel, installation components, and any other physical elements that interact with the Embedded Software and the Web Interface, to provide the Flock Services as specifically set forth in the applicable Order Form. 1.10 “Flock IP” means the Services, the Documentation, the Embedded Software, the Installation Services, and any intellectual property or proprietary information therein or otherwise provided to Agency and/or its Authorized End Users. Flock IP does not include Footage (as defined below). 1.11 “Flock Services” means the provision of Flock’s software and hardware situational awareness solution, via the Web Interface, for automatic license plate detection, alerts, audio detection, searching image records, video and sharing Footage. 1.12 “Footage” means still images, video, audio, and other data captured by the Flock Hardware or Agency Hardware in the course of and provided via the Flock Services. 1.13 “Installation Services” means the services provided by Flock for installation of Flock Services, including but not limited to any applicable installation of Embedded Software on Agency Hardware. 1.14 “Permitted Purpose” means for legitimate public safety and/or business purpose, including but not limited to the awareness, prevention, and prosecution of crime; investigations; and prevention of commercial harm, to the extent permitted by law. 1.15 “Retention Period” means the time period that the Agency Data is stored within the cloud storage, as specified in the applicable Order Form. Flock deletes all Footage on a rolling thirty (30) day basis, except as otherwise stated on the Order Form. Agency shall be responsible for extracting, downloading and archiving Footage from the Flock Services on its own storage devices. 1.16 “Term” means the period of time that this Agreement shall be effective, which shall commence upon the date of execution of this Agreement and shall last for the period of time stated in the Order Form. 1.17 “Web Interface” means the website(s) or application(s) through which Agency and its Authorized End Users can access the Services. 207 2. SERVICES AND SUPPORT 2.1 Provision of Access. Flock hereby grants to Agency a non-exclusive, non-transferable right to access the features and functions of the Flock Services via the Web Interface during the Term, solely for the Authorized End Users. The Footage will be available for Authorized End Users to access and download via the Web Interface for the Retention Period. Authorized End Users will be required to sign up for an account and select a password and username (“User ID”). Agency shall be responsible for all acts and omissions of Authorized End Users. Agency shall undertake reasonable efforts to make all Authorized End Users aware of all applicable provisions of this Agreement and shall cause Authorized End Users to comply with such provisions. Flock may use the services of one or more third parties to deliver any part of the Flock Services, (such as using a third party to host the Web Interface for cloud storage or a cell phone provider for wireless cellular coverage). 2.2 Embedded Software License. Subject to all terms of this Agreement, Flock grants Agency a limited, non-exclusive, non-transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Embedded Software as it pertains to Flock Services, solely as necessary for Agency to use the Flock Services. 2.3 Support Services. Flock shall monitor the Flock Services, and any applicable device health, in order to improve performance and functionality. Flock will use commercially reasonable efforts to respond to requests for support within seventy-two (72) hours. Flock will provide Agency with reasonable technical and on-site support and maintenance services in-person, via phone or by email at support@flocksafety.com (such services collectively referred to as “Support Services”). 2.4 Updates to Platform. Flock may make any updates to system or platform that it deems necessary or useful to (i) maintain or enhance the quality or delivery of Flock’s products or services to its agencies, the competitive strength of, or market for, Flock’s products or services, such platform or system’s cost efficiency or performance, or (ii) to comply with applicable law. Parties understand that such updates are necessary from time to time and will not diminish the quality of the services or materially change any terms or conditions within this Agreement. 2.5 Service Interruption. Services may be interrupted in the event that: (a) Flock’s provision of the Services to Agency or any Authorized End User is prohibited by applicable law; (b) any third-party services required for Services are interrupted; (c) if Services are being used for 208 malicious, unlawful, or otherwise unauthorized use; (d) there is a threat or attack on any of the Flock IP by a third party; or (e) scheduled or emergency maintenance (“Service Interruption”). Flock will make commercially reasonable efforts to provide written notice of any Service Interruption to Agency, to provide updates, and to resume providing access to Flock Services as soon as reasonably possible after the event giving rise to the Service Interruption is cured. Flock will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized End User may incur as a result of a Service Interruption, unless such liability arises from the gross negligence or willful misconduct of Flock. To the extent that the Service Interruption is not caused by Agency’s direct actions or by the actions of parties associated with the Agency, the time will be tolled by the duration of the Service Interruption (for any continuous suspension lasting at least one full day). For example, in the event of a Service Interruption lasting five (5) continuous days, Agency will receive a credit for five (5) free days at the end of the Term. 2.6 Service Suspension. Notwithstanding anything to the contrary in this Agreement, Flock may temporarily suspend Agency’s and any Authorized End User’s access to any portion or all of the Flock IP or Flock Service if Flock reasonably determines that: (a) there is a threat or attack on any of the Flock IP by Agency; (b) Agency’s or any Authorized End User’s use of the Flock IP disrupts or poses a security risk to the Flock IP or any other customer or vendor of Flock; (c) Agency or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d) Flock’s provision of the Services to Agency or any Authorized End User is prohibited by applicable law; (e) Agency has violated any term of this provision, including, but not limited to, utilizing Flock Services for anything other than the Permitted Purpose; or (f) any unauthorized access to Flock Services through Agency’s account (“Service Suspension”). Flock will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to Agency (including notices sent to Flock’s registered email address) and to provide updates regarding resumption of access to the Flock IP following any Service Suspension. Flock will use commercially reasonable efforts to resume providing access to the Flock Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Flock will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Agency or any Authorized End User may incur as a result of a Service Suspension. To the extent that the Service Suspension was not 209 caused by Agency’s direct actions or by actions of the parties associated with the Agency, the Term will be tolled by the duration of the Service Suspension. 2.7 Hazardous Conditions. Unless otherwise stated in the Agreement, Flock Services do not contemplate work in any areas that contain hazardous materials, or other hazardous conditions, including, without limit, asbestos, lead, or toxic or flammable substances. In the event any such hazardous materials are discovered in the designated locations in which Flock is to perform services under this Agreement, Flock shall have the right to cease work immediately in the area affected until such materials are removed or rendered harmless. 3. AGENCY OBLIGATIONS 3.1 Agency Obligations. Flock will assist Agency Authorized End Users in the creation of a User ID. Authorized End Users agree to provide Flock with accurate, complete, and updated registration information. Authorized End Users may not select as their User ID, a name that they do not have the right to use, or any other name with the intent of impersonation. Agency and Authorized End Users may not transfer their account to anyone else without prior written permission of Flock. Authorized End Users shall not share their account username or password information and must protect the security of the username and password. Unless otherwise stated and defined in this Agreement, Agency shall not designate Authorized End Users for persons who are not officers, employees, or agents of Agency. Authorized End Users shall only use Agency-issued email addresses for the creation of their User ID. Agency is responsible for any Authorized End User activity associated with its account. Agency shall ensure that Agency provides Flock with up-to-date contact information at all times during the Term of this agreement. Agency shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Flock Services (e.g., laptops, internet connection, mobile devices, etc.). Agency shall (at its own expense) provide Flock with reasonable access and use of Agency facilities and Agency personnel in order to enable Flock to perform Services (such obligations of Agency are collectively defined as “Agency Obligations”). 3.2 Agency Representations and Warranties. Agency represents, covenants, and warrants that Agency shall use Flock Services only in compliance with this Agreement and all applicable laws 210 and regulations, including but not limited to any laws relating to the recording or sharing of data, video, photo, or audio content. 4. DATA USE AND LICENSING 4.1 Agency Data. As between Flock and Agency, all right, title and interest in the Agency Data, belong to and are retained solely by Agency. Agency hereby grants to Flock a limited, non- exclusive, royalty-free, irrevocable, worldwide license to use the Agency Data and perform all acts as may be necessary for Flock to provide the Flock Services to Agency. Flock does not own and shall not sell Agency Data. 4.2 Agency Generated Data. Flock may provide Agency with the opportunity to post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available, messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, or other information or materials produced by Agency (“Agency Generated Data”). As between Flock and Agency, Agency shall retain whatever legally cognizable right, title, and interest in Agency Generated Data. Agency understands and acknowledges that Flock has no obligation to monitor or enforce Agency intellectual property rights of Agency Generated Data. Agency grants Flock a non-exclusive, irrevocable, worldwide, royalty-free, license to use the Agency Generated Data for the purpose of providing Flock Services. Flock does not own and shall not sell Agency Generated Data. 4.3 Anonymized Data. Notwithstanding anything in this Agreement to the contrary, Flock shall have the right to collect, analyze, and anonymize Agency Data and Agency Generated Data to the extent such anonymization renders the data non-identifiable to create Anonymized Data to use and perform the Services and related systems and technologies, including the training of machine learning algorithms. Agency hereby grants Flock a non-exclusive, worldwide, perpetual, royalty-free right to use and distribute such Anonymized Data to improve and enhance the Services and for other development, diagnostic and corrective purposes, and other Flock offerings. Parties understand that the aforementioned license is required for continuity of Services. No rights or licenses are granted except as expressly set forth herein. Flock does not own and shall not sell Anonymized Data. 5. CONFIDENTIALITY; DISCLOSURES 211 5.1 Confidentiality. To the extent allowable by any applicable FOIA and state-specific Public Records Acts, including but not limited to the California Public Records Act, each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Flock includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Agency includes non- public data provided by Agency to Flock or collected by Flock via Flock Services, which includes but is not limited to geolocation information and environmental data collected by sensors. To the extent allowable by any applicable FOIA and state-specific Public Records Acts, including, but not limited to, the California Public Records Act, the Receiving Party agrees: (i) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the Party takes with its own proprietary information, but in no event less than commercially reasonable precautions, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public; or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. At the termination of this Agreement, all Proprietary Information will be returned to the Disclosing Party, destroyed or erased (if recorded on an erasable storage medium), together with any copies thereof, when no longer needed for the purposes above, or upon request from the Disclosing Party, and in any case upon termination of the Agreement. Notwithstanding any termination, all confidentiality obligations of Proprietary Information that is trade secret shall continue in perpetuity or until such information is no longer trade secret. 5.2 Usage Restrictions on Flock IP. Flock and its licensors retain all right, title and interest in and to the Flock IP and its components, and Agency acknowledges that it neither owns nor 212 acquires any additional rights in and to the foregoing not expressly granted by this Agreement. Agency further acknowledges that Flock retains the right to use the foregoing for any purpose in Flock’s sole discretion. Agency and Authorized End Users shall not: (i) copy or duplicate any of the Flock IP; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code from which any software component of any of the Flock IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Flock IP; (iii) attempt to modify, alter, tamper with or repair any of the Flock IP, or attempt to create any derivative product from any of the foregoing; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Flock IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within the Flock Services or Flock IP; (vi) use the Flock Services for anything other than the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent, or otherwise transfer, convey, pledge as security, or otherwise encumber, Agency’s rights. 5.3 Disclosure of Footage. Subject to this Agreement and during the Retention Period, Flock may access, use, preserve and/or disclose the Footage to law enforcement authorities, government officials, and/or third parties, if legally required to do so or if Flock has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to comply with a legal process, enforce this Agreement, or detect, prevent or otherwise address security, privacy, fraud or technical issues, or emergency situations. 6. PAYMENT OF FEES 6.1 Billing and Payment of Fees. Agency shall pay the fees set forth in the applicable Order Form based on the billing structure and payment terms as indicated in the Order Form. To the extent the Order Form is silent, Agency shall pay all invoices net thirty (30) days from the date of receipt. If Agency believes that Flock has billed Agency incorrectly, Customer must contact Flock no later than thirty (30) days after the closing date on the first invoice in which the error or problem appeared to receive an adjustment or credit. Agency acknowledges and agrees that a failure to contact Flock within this period will serve as a waiver of any claim. If any undisputed fee is more than thirty (30) days overdue, Flock may, without limiting its other rights and remedies, suspend delivery of its service until such undisputed invoice is paid in full. Flock shall 213 provide at least thirty (30) days’ prior written notice to Agency of the payment delinquency before exercising any suspension right. 6.2 Notice of Changes to Fees. In the event of any changes to fees, Flock shall provide Agency with sixty (60) days’ notice (notice must be sent by mail, with return receipt) prior to the end of the Initial Term or Renewal Term (as applicable). Any such changes to fees shall only impact subsequent Renewal Terms. 6.3 Taxes. To the extent Agency is not a tax exempt entity, Agency is responsible for all taxes, levies, or duties, excluding only taxes based on Flock’s net income, imposed by taxing authorities associated with the order. If Flock has the legal obligation to pay or collect taxes, including amount subsequently assessed by a taxing authority, for which Agency is responsible, the appropriate amount shall be invoice to and paid by Agency unless Agency provides Flock a legally sufficient tax exemption certificate and Flock shall not charge Agency any taxes from which it is exempt. If any deduction or withholding is required by law, Agency shall notify Flock and shall pay Flock any additional amounts necessary to ensure that the net amount that Flock receives, after any deduction and withholding, equals the amount Flock would have received if no deduction or withholding had been required. 7. TERM AND TERMINATION 7.1 Term. The initial term of this Agreement shall be for the period of time set forth on the Order Form (the “Term”). Unless otherwise indicated on the Order Form, the Term shall commence upon execution of this Agreement. Following the Term, unless otherwise indicated on the Order Form, this Agreement may be renewed for successive renewal terms of the greater of one year or the length set forth on the Order Form (each, a “Renewal Term”) upon written notice of renewal prior to the end of the then-current term and written approval by Agency. 7.2 Termination. Upon termination or expiration of this Agreement, Flock will remove any applicable Flock Hardware within a commercially reasonable time period. In the event of any material breach of this Agreement, the non-breaching Party may terminate this Agreement prior to the end of the Term by giving thirty (30) days prior written notice to the breaching Party; provided, however, that this Agreement will not terminate if the breaching Party has cured the breach prior to the expiration of such thirty (30) day period (“Cure Period”). Either Party may terminate this Agreement (i) upon the institution by or against the other Party of insolvency, 214 receivership or bankruptcy proceedings, (ii) upon the other Party's making an assignment for the benefit of creditors, or (iii) upon the other Party's dissolution or ceasing to do business. In the event of a material breach by Flock, and Flock is unable to cure within the Cure Period, Flock will refund Agency a pro-rata portion of the pre-paid fees for Services not received due to such termination. Notwithstanding anything to the contrary in this Agreement, Agency may terminate this Agreement at any time by giving at least thirty (30) days' written notice to Flock. Such termination will become effective immediately after the notice period. Upon termination for convenience, the total contract value, including any outstanding fees, shall be accelerated and payable upon final invoice. To the extent Agency prepaid fees, Agency is not entitled to a refund of such prepaid fees. 7.3 Survival. The following Sections will survive termination: 1, 3, 5, 6, 7, 8.3, 8.4, 9, 11.1 and 11.6. 215 8. REMEDY FOR DEFECT; WARRANTY AND DISCLAIMER 8.1 Manufacturer Defect. Upon a malfunction or failure of Flock Hardware or Embedded Software (a “Defect”), Agency must notify Flock’s technical support team. In the event of a Defect, Flock shall make a commercially reasonable attempt to repair or replace the defective Flock Hardware at no additional cost to the Agency. Flock reserves the right, in its sole discretion, to repair or replace such Defect, provided that Flock shall conduct inspection or testing within a commercially reasonable time, but no longer than seven (7) business days after Agency gives notice to Flock. 8.2 Replacements. In the event that Flock Hardware is lost, stolen, or damaged, Agency may request a replacement of Flock Hardware at a fee according to the reinstall fee schedule (https://www.flocksafety.com/reinstall-fee-schedule). In the event that Agency chooses not to replace lost, damaged, or stolen Flock Hardware, Agency understands and agrees that Flock is not liable for any resulting impact to Flock service, nor shall Agency receive a refund for the lost, damaged, or stolen Flock Hardware. 8.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Installation Services in a professional and workmanlike manner. Upon completion of any installation or repair, Flock shall clean and leave the area in good condition. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Flock or by third-party providers, or because of other causes beyond Flock’s reasonable control, but Flock shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. 8.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 8.1 ABOVE IS AGENCY’S SOLE REMEDY, AND FLOCK’S SOLE LIABILITY, WITH RESPECT TO DEFECTS. FLOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND FLOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR 216 PURPOSE. THIS DISCLAIMER OF SECTION 8.4 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE OF CALIFORNIA. 8.5 Insurance. Flock will maintain commercial general liability policies as stated in Exhibit B. 8.6 Force Majeure. Parties are not responsible or liable for any delays or failures in performance from any cause beyond their control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, pandemics (including the spread of variants), issues of national security, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, supply chain shortages of equipment or supplies, financial institution crisis, weather conditions or acts of hackers, internet service providers or any other third party acts or omissions. 9. LIMITATION OF LIABILITY; INDEMNITY 9.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY, NOR ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR LOSS OF REVENUE, BUSINESS OR BUSINESS INTERRUPTION; (B) INCOMPLETE, CORRUPT, OR INACCURATE DATA; (C) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (D) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (E) FOR ANY MATTER BEYOND FLOCK’S ACTUAL KNOWLEDGE OR REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE; OR (F) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID AND/OR PAYABLE BY AGENCY TO FLOCK FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT OR OMISSION THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY OF SECTION ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE OF CALIFORNIA. 217 NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY (I) IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) INDEMNIFICATION OBLIGATIONS. 9.2 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and omissions of its own employees, officers, or agents, in connection with the performance of their official duties under this Agreement. Each Party to this Agreement shall be liable for the torts of its own officers, agents, or employees. 9.3 Flock Indemnity. Flock shall indemnify and hold harmless Agency, its agents, officers and employees, from liability of any kind, including claims, costs (including defense) and expenses, on account of: (i) any copyrighted material, patented or unpatented invention, articles, device or appliance manufactured or used in the performance of this Agreement; or (ii) any damage or injury to property or person directly caused by Flock’s installation of Flock Hardware, except for where such damage or injury was caused solely by the gross negligence or willful misconduct of the Agency or its agents, officers or employees. Flock’s performance of this indemnity obligation shall not exceed the fees paid and/or payable for the services rendered under this Agreement in the preceding twelve (12) months. 10. INSTALLATION SERVICES AND OBLIGATIONS 10.1 Ownership of Hardware. Flock Hardware is owned and shall remain the exclusive property of Flock. Title to any Flock Hardware shall not pass to Agency upon execution of this Agreement, except as otherwise specifically set forth in this Agreement. Except as otherwise expressly stated in this Agreement, Agency is not permitted to remove, reposition, re-install, tamper with, alter, adjust or otherwise take possession or control of Flock Hardware. Agency agrees and understands that in the event Agency is found to engage in any of the foregoing restricted actions, all warranties herein shall be null and void, and this Agreement shall be subject to immediate termination for material breach by Agency. Agency shall not perform any acts which would interfere with the retention of title of the Flock Hardware by Flock. Should Agency default on any payment of the Flock Services, Flock may remove Flock Hardware at Flock’s discretion. Such removal, if made by Flock, shall not be deemed a waiver of Flock’s 218 rights to any damages Flock may sustain as a result of Agency’s default and Flock shall have the right to enforce any other legal remedy or right. 10.2 Deployment Plan. Flock shall advise Agency on the location and positioning of the Flock Hardware for optimal product functionality, as conditions and locations allow. Flock will collaborate with Agency to design the strategic geographic mapping of the location(s) and implementation of Flock Hardware to create a deployment plan (“Deployment Plan”). In the event that Flock determines that Flock Hardware will not achieve optimal functionality at a designated location, Flock shall have final discretion to veto a specific location, and will provide alternative options to Agency. 10.3 Changes to Deployment Plan. After installation of Flock Hardware, any subsequent requested changes to the Deployment Plan, including, but not limited to, relocating, re- positioning, adjusting of the mounting, removing foliage, replacement, changes to heights of poles will incur a fee according to the reinstall fee schedule located at (https://www.flocksafety.com/reinstall-fee-schedule). Agency will receive prior notice and confirm approval of any such fees. 10.4 Agency Installation Obligations. Agency is responsible for any applicable supplementary cost as described in the Customer Implementation Guide, attached hereto as Exhibit C. Agency represents and warrants that it has, or shall lawfully obtain, all necessary right title and authority and hereby authorizes Flock to install the Flock Hardware at the designated locations and to make any necessary inspections or maintenance in connection with such installation. 10.5 Flock’s Obligations. Installation of any Flock Hardware shall be installed in a professional manner within a commercially reasonable time from the Effective Date of this Agreement. Upon removal of Flock Hardware, Flock shall restore the location to its original condition, ordinary wear and tear excepted. Flock will continue to monitor the performance of Flock Hardware for the length of the Term. Flock may use a subcontractor or third party to perform certain obligations under this Agreement, provided that Flock’s use of such subcontractor or third party shall not release Flock from any duty or liability to fulfill Flock’s obligations under this Agreement. 11. MISCELLANEOUS 219 11.1 Compliance With Laws; Nondiscrimination. Parties shall comply with all applicable local, state and federal laws, regulations, policies and ordinances and their associated record retention schedules, including responding to any subpoena request(s), in the performance of this Agreement. Flock shall not discriminate in the provision of service or in the employment of persons engaged in the performance of this Agreement on account of race, color, national origin, ancestry, religion, gender, marital status, sexual orientation, age, physical or mental disability in violation of any applicable local, state or federal laws or regulations. 11.2 Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes of laborers, workmen, or mechanics on the work contemplated by this Agreement, shall be not less than the prevailing rate for a day’s work in the same trade or occupation in the locality within the state where the work hereby contemplates to be performed as determined by the Director of Industrial Relations pursuant to the Director’s authority under Labor Code Section 1770, et seq. Each laborer, worker or mechanic employed by Flock or by any subcontractor shall receive the wages herein provided for. Flock shall pay two hundred dollars ($200), or whatever amount may be set by Labor Code Section 1775, as may be amended, per day penalty for each worker paid less than prevailing rate of per diem wages. The difference between the prevailing rate of per diem wages and the wage paid to each worker shall be paid by Flock to each worker. An error on the part of an awarding body does not relieve Flock from responsibility for payment of the prevailing rate of per diem wages and penalties pursuant to Labor Code Sections 1770- 1775. The Agency will not recognize any claim for additional compensation because of the payment by Flock for any wage rate in excess of prevailing wage rate set forth. The possibility of wage increases is one of the elements to be considered by Flock. (A) Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not attached hereto pursuant to Labor Code Section 1773.2, Flock shall post at appropriate conspicuous points at the site of the project a schedule showing all determined prevailing wage rates for the various classes of laborers and mechanics to be engaged in work on the project under this contract and all deductions, if any, required by law to be made from unpaid wages actually earned by the laborers and mechanics so engaged. 220 11.3 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. 11.4 Assignment. This Agreement is not assignable, transferable or sublicensable by either Party, without prior consent. Notwithstanding the foregoing, either Party may assign this Agreement, without the other Party's consent, (i) to any parent, subsidiary, or affiliate entity, or (ii) to any purchaser of all or substantially all of such Party's assets or to any successor by way of merger, consolidation or similar transaction. 11.5 Entire Agreement. This Agreement, together with the Order Form(s), the reinstall fee schedule (https://www.flocksafety.com/reinstall-fee-schedule), and any attached exhibits are the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous or contemporaneous negotiations, discussions or agreements, whether written and oral, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. None of Agency’s purchase orders, authorizations or similar documents will alter the terms of this Agreement, and any such conflicting terms are expressly rejected. Any mutually agreed upon future purchase order is subject to these legal terms and does not alter the rights and obligations under this Agreement, except that future purchase orders may outline additional products, services, quantities and billing terms to be mutually accepted by Parties. In the event of any conflict of terms found in this Agreement or any other terms and conditions, the terms of this Agreement shall prevail. Agency agrees that Agency’s purchase is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written comments made by Flock with respect to future functionality or feature. 11.6 Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Parties do not have any authority of any kind to bind each other in any respect whatsoever. Flock shall at all times be and act as an independent contractor to Agency. 11.7 Governing Law; Venue. This Agreement shall be governed by the laws of the State of California with venue in the County of San Mateo. The Parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement. 11.8 Special Terms. Flock may offer certain special terms which are indicated in the Order Form and will become part of this Agreement, upon Agency’s prior written consent and the 221 mutual execution by authorized representatives (“Special Terms”). To the extent that any terms of this Agreement are inconsistent or conflict with the Special Terms, the Special Terms shall control. 11.9 Publicity. Upon prior written consent, Flock has the right to reference and use Agency’s name and disclose the nature of the Services in business and development and marketing efforts. Nothing contained in this Agreement shall be construed as conferring on any Party, any right to use the other Party’s name as an endorsement of product/service. 11.10 Feedback. If Agency or Authorized End User provides any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the subject matter hereunder, Agency or Authorized End User hereby assigns to Flock all right, title and interest (including intellectual property rights) with respect to or resulting from any of the foregoing. 11.11 Export. Agency may not remove or export from the United States or allow the export or re-export of the Flock IP or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign Agency or authority. As defined in Federal Acquisition Regulation (“FAR”), section 2.101, the Services, the Flock Hardware and Documentation are “commercial items” and according to the Department of Defense Federal Acquisition Regulation (“DFAR”) section 252.2277014(a)(1) and are deemed to be “commercial computer software” and “commercial computer software documentation.” Flock is compliant with FAR Section 889 and does not contract or do business with, use any equipment, system, or service that uses the enumerated banned Chinese telecommunication companies, equipment or services as a substantial or essential component of any system, or as critical technology as part of any Flock system. Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 11.12 Headings. The headings are merely for organization and should not be construed as adding meaning to the Agreement or interpreting the associated sections. 222 11.13 Authority. Each of the below signers of this Agreement represent that they understand this Agreement and have the authority to sign on behalf of and bind the Parties they are representing upon the Effective Date. 11.14 Conflict. In the event there is a conflict between this Agreement and any applicable statement of work, or Agency purchase order, this Agreement controls unless explicitly stated otherwise. 11.15 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt to the address listed on the Order Form (or, if different, below), if sent by certified or registered mail, return receipt requested. 11.16 Non-Appropriation. Notwithstanding any other provision of this Agreement, all obligations of the Agency under this Agreement which require the expenditure of public funds are conditioned on the availability of said funds appropriated for that purpose. To the extent applicable, Agency shall have the right to terminate this Agreement for non appropriation with thirty (30) days written notice without penalty or other cost. . 223 FLOCK NOTICES ADDRESS: 1170 HOWELL MILL ROAD, NW SUITE 210 ATLANTA, GA 30318 ATTN: LEGAL DEPARTMENT EMAIL: legal@flocksafety.com Customer NOTICES ADDRESS: ADDRESS: ATTN: EMAIL: 224 EXHIBIT B INSURANCE Required Coverage. Flock shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the services under this Agreement and the results of that work by Flock or its agents, representatives, employees or subcontractors. Insurance shall be placed with insurers with a current A. M. Best rating of no less than “A” and “VII”. Flock shall obtain and, during the term of this Agreement, shall maintain policies of professional liability (errors and omissions), automobile liability, and general liability insurance for insurable amounts of not less than the limits listed herein. The insurance policies shall provide that the policies shall remain in full force during the life of the Agreement. Flock shall procure and shall maintain during the life of this Agreement Worker's Compensation insurance as required by applicable State law for all Flock employees. For the avoidance of doubt, all required insurance limits by Agency can be met through a combination of primary and excess/umbrella coverage. Types and Amounts Required. Flock shall maintain, at minimum, the following insurance coverage for the duration of this Agreement: (i)Commercial General Liability insurance written on an occurrence basis with minimum limits of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate for bodily injury, death, and property damage, including personal injury, contractual liability, independent contractors, broad-form property damage, and product and completed operations coverage; (ii)Umbrella or Excess Liability insurance written on an occurrence basis with minimum limits of Ten Million Dollars ($10,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate; (iii)Professional Liability/Errors and Omissions insurance with minimum limits of Five Million Dollars ($5,000,000) per occurrence and Five Million Dollars ($5,000,000) in the aggregate; (iv)Commercial Automobile Liability insurance with a minimum combined single limit of One Million Dollars ($1,000,000) per occurrence for bodily injury, death, and 225 property coverage, including owned and non-owned and hired automobile coverage; and (v)Cyber Liability insurance written on an occurrence basis with minimum limits of Five Million Dollars ($5,000,000). (vi)Workers’ Compensation that satisfies the minimum statutory limits. All insurance policies shall be written on an occurrence basis and shall name the Agency, its employees, deputies, officers, officials, agents, and volunteers (“Agency Indemnitees”) as additional insureds with any Agency insurance shall be secondary and in excess to Flock’s insurance. If Flock’s insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self-insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self-insured retention required to be paid as a precondition to the insurer’s liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self-insured retention and also must disclose the deductible. The certificates shall contain a statement of obligation on the part of the carrier to notify Agency of any material change, cancellation, termination or non-renewal of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation, termination or non-renewal. The Agency’s Risk Manager may waive or modify any of the insurance requirements of this section. 226 Flock Safety + CA - South San Francisco PD ______________ Flock Group Inc. 1170 Howell Mill Rd, Suite 210 Atlanta, GA 30318 ______________ MAIN CONTACT: Jeffrey Lents jeff.lents@flocksafety.com 480 621 2406 DocuSign Envelope ID: C1B1C351-B800-4A03-B0CB-962F7CD90012 Exhibit A 227 ORDER FORM This order form (“Order Form”) hereby incorporates and includes the terms of the previously executed agreement (the “Terms”) which describe and set forth the general legal terms governing the relationship (collectively, the "Agreement" ). The Terms contain, among other things, warranty disclaimers, liability limitations and use limitations. This additional services Agreement will be effective when this Order Form is executed by both Parties (the “Effective Date”) Customer: CA - South San Francisco PD Initial Term: 12 Months Legal Entity Name: CA - South San Francisco PD Renewal Term: 12 Months Accounts Payable Email: Payment Terms: Net 30 Address: 1 Chestnut Avenue South San Francisco, California 94080 Billing Frequency: Annual Plan - Invoiced at First Camera Validation. Retention Period: 30 Days Hardware and Software Products Annual recurring amounts over subscription term Item Cost Quantity Total Flock Safety Platform $36,000.00 Flock Safety LPR Products Flock Safety Falcon ® Included 12 Included Professional Services and One Time Purchases Item Cost Quantity Total One Time Fees Flock Safety Professional Services Professional Services - Existing Infrastructure Implementation Fee $0.00 9 $0.00 Professional Services - Standard Implementation Fee $0.00 3 $0.00 Subtotal Year 1: $36,000.00 Annual Recurring Subtotal: $36,000.00 Discounts: $3,300.00 Estimated Tax: $0.00 Contract Total: $36,000.00 Taxes shown above are provided as an estimate. Actual taxes are the responsibility of the Customer. This Agreement will automatically renew for successive renewal terms of the greater of one year or the length set forth on the Order Form (each, a “Renewal Term”) unless either Party gives the other Party notice of non-renewal at least thirty (30) days prior to the end of the then-current term. aocupign bnvelope fa: C1B1CP51-B800-4A0P-B0CB-96OcTCa9001O 228 DocuSign Envelope ID: C1B1C351-B800-4A03-B0CB-962F7CD90012 229 Billing Schedule Billing Schedule Amount (USD) Year 1 At First Camera Validation $36,000.00 Annual Recurring after Year 1 $36,000.00 Contract Total $36,000.00 *Tax not included Discounts Discounts Applied Amount (USD) Flock Safety Platform $0.00 Flock Safety Add-ons $0.00 Flock Safety Professional Services $3,300.00 DocuSign Envelope ID: C1B1C351-B800-4A03-B0CB-962F7CD90012 230 Product and Services Description Flock Safety Platform Items Product Description Terms Flock Safety Falcon ® An infrastructure-free license plate reader camera that utilizes Vehicle Fingerprint® technology to capture vehicular attributes. The Term shall commence upon first installation and validation of Flock Hardware. One-Time Fees Service Description Installation on existing infrastructure One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with the Flock Safety Advanced Implementation Service Brief. Professional Services - Standard Implementation Fee One-time Professional Services engagement. Includes site and safety assessment, camera setup and testing, and shipping and handling in accordance with the Flock Safety Standard Implementation Service Brief. Professional Services - Advanced Implementation Fee One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with the Flock Safety Advanced Implementation Service Brief. FlockOS Features & Description FlockOS Features Description DocuSign Envelope ID: C1B1C351-B800-4A03-B0CB-962F7CD90012 231 By executing this Order Form, Customer represents and warrants that it has read and agrees to all of the terms and conditions contained in the previously executed agreement. The Parties have executed this Agreement as of the dates set forth below. FLOCK GROUP, INC. Customer: CA - South San Francisco PD By: \FSSignature2\ By: \FSSignature1\ Name: \FSFullname2\ Name: \FSFullname1\ Title: \FSTitle2\ Title: \FSTitle1\ Date: \FSDateSigned2\ Date: \FSDateSigned1\ PO Number: DocuSign Envelope ID: C1B1C351-B800-4A03-B0CB-962F7CD90012 Lieutenant 5/30/2024 Martin MahonMark Smith 5/30/2024 General Counsel 232 Flock Safety + CA - South San Francisco PD ______________ Flock Group Inc. 1170 Howell Mill Rd, Suite 210 Atlanta, GA 30318 ______________ MAIN CONTACT: Graham Carter graham.carter@flocksafety.com (415) 329-1307 Created Date: 08/20/2024 Expiration Date: 09/15/2024 Quote Number: Q-96332 PO Number: 233 Budgetary Quote This document is for informational purposes only. Pricing is subject to change. Bill To: 1 Chestnut Avenue South San Francisco, California 94080 Ship To: 1 Chestnut Avenue South San Francisco, California 94080 Billing Company Name: CA - South San Francisco PD Subscription Term: 24 Months Billing Contact Name: Payment Terms: Net 30 Billing Email Address: Retention Period: 30 Days Billing Phone: Billing Frequency: Annual - First Year at Signing. Hardware and Software Products Annual recurring amounts over subscription term Item Cost Quantity Total Flock Safety Platform $120,000.00 Flock Safety Flock OS FlockOS ™ - Essentials Included 1 Included Flock Safety LPR Products Flock Safety Falcon ® Included 40 Included Professional Services and One Time Purchases Item Cost Quantity Total One Time Fees Subtotal Year 1: $120,000.00 Annual Recurring Subtotal: $120,000.00 Estimated Tax: $0.00 Contract Total: $240,000.00 Taxes shown above are provided as an estimate. Actual taxes are the responsibility of the Customer. This is not an invoice – this document is a non-binding proposal for informational purposes only. Pricing is subject to change. 234 Product and Services Description Flock Safety Platform Items Product Description Flock Safety Falcon ® An infrastructure-free license plate reader camera that utilizes Vehicle Fingerprint® technology to capture vehicular attributes. One-Time Fees Service Description Installation on existing infrastructure One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with the Flock Safety Advanced Implementation Service Brief. Professional Services - Standard Implementation Fee One-time Professional Services engagement. Includes site and safety assessment, camera setup and testing, and shipping and handling in accordance with the Flock Safety Standard Implementation Service Brief. Professional Services - Advanced Implementation Fee One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with the Flock Safety Advanced Implementation Service Brief. FlockOS Features & Description FlockOS Features Description Community Network Access The ability to request direct access to feeds from privately owned Flock Safety Falcon® LPR cameras located in neighborhoods, schools, and businesses in your community, significantly increasing actionable evidence that clears cases. Unlimited Users Unlimited users for FlockOS State Network (License Plate Lookup Only) Allows agencies to look up license plates on all cameras opted into the Flock Safety network within your state. Nationwide Network (License Plate Lookup Only) With the vast Flock Safety sharing network, law enforcement agencies no longer have to rely on just their devices alone. Agencies can leverage a nationwide system boasting 10 billion additional plate reads per month to amplify the potential to collect vital evidence in otherwise dead-end investigations. Law Enforcement Network Access The ability to request direct access to evidence detection devices from Law Enforcement agencies outside of your jurisdiction. Time & Location Based Search Search full, partial, and temporary plates by time at particular device locations License Plate Lookup Look up specific license plate location history captured on Flock devices Vehicle Fingerprint Search Search footage using Vehicle Fingerprint™ technology. Access vehicle type, make, color, license plate state, missing / covered plates, and other unique features like bumper stickers, decals, and roof racks. Insights & Analytics Reporting tool to help administrators manage their LPR program with device performance data, user and network audits, plate read reports, hot list alert reports, event logs, and outcome reports. ESRI Based Map Interface Map-based interface that consolidates all data streams and the locations of each connected asset, enabling greater situational awareness and a common operating picture. Real-Time NCIC Alerts on Flock ALPR Cameras Receive automated alerts when vehicles entered into established databases for missing and wanted persons are detected, including the FBI’s National Crime Information Center (NCIC) and National Center for Missing & Exploited Children (NCMEC) databases. Unlimited Custom Hot Lists Ability to add a suspect’s license plate to a custom list and get alerted when it passes by a Flock camera 235 DocuSign Envelope ID: C1B1C351-B800-4A03-B0CB-962F7CD90012 236 X 08/23/2025 10,000 X 2,000,000 X 25674 730000029-0000 10,000,000 A X X A 5,000,000 08/23/2025 X Homeland Insurance Company Of New York Errors & Omissions / Cyber 08/23/2024 CN134017657--GAUWE-24-25 X 1,000,000 25615 08/23/2025 SEA-003973954-10 08/23/2024 X 2,000,000 11/22/2024 X Insurer will provide 30 day notice of cancellation to certificate holder. 2 X 1,000,000 X 1,000,000 1,000,000 B 08/23/2025 08/23/2024 08/23/2024 X 34452 810-6T343696-24-I3-G Limit: 10,000 UB-6T346569-24-I3-G CUP-6T386924-24-I3 SIR: $100,000 1,000,000 primary and non-contributory with respect to General Liability and Auto Liability where required by written contract. City of South San Francisco is additional insured with respect to General Liability and Auto Liability where required by written contract. Waiver of Subrogation is applicable with respect to General Liability, Auto Liability, Umbrella and Workers Compensation where required by written contract. Insurance is DBA Flock Safety Flock Group Inc Atlanta, GA 30318 1170 Howell Mill Rd NW 1,000,000 Travelers Property Casualty Company of America X FOUR EMBARCADERO CENTER, SUITE 1100 MARSH RISK & INSURANCE SERVICES SAN FRANCISCO, CA 94111 CALIFORNIA LICENSE NO. 0437153 H-630-9W194831-TIL-24 The Charter Oak Fire Insurance Company N South San Francisco, CA 94080 City of South San Francisco 400 Grand Avenue 08/23/2024 A 1,000,000X X X C 10,000,000 08/23/2025 X 237 MARSH RISK & INSURANCE SERVICES Cancellation For Other Than Nonpayment: Number of Days Notice: 30 days (Nonrenewal): Number of Days Notice:10 days Cancellation For Nonpayment: Number of Days Notice:10 days Carrier will provide notice of cancellation or nonrenewal per below if required by a written contract . DBA Flock Safety Flock Group Inc 1170 Howell Mill Rd NW Atlanta,GA 30318 238 239 240 241 242 243 244 245 246 247 248 249 250 251 252 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-1208 Agenda Date:1/8/2025 Version:1 Item #:12a. Resolution approving a two-year professional services agreement with Flock Safety for the installation of 12 new automated license plate recognition cameras and service of 40 automated license plate recognition cameras in an amount not to exceed $241,800 and authorizing the City Manager to execute the agreement. WHEREAS,in November 2022,the City launched an Automated License Plate Recognition (ALPR)Camera Program with the installation of 28 Flock Safety solar-powered cameras in key public locations; and WHEREAS, over the last two years, the cameras have proven to be vital in combating crime; and WHEREAS,the City has seen a significant decrease in property crimes and the program has helped solve several complex investigations; and WHEREAS,the City Council authorized expanding the program due to the success and benefit to public safety by installing an additional 12 cameras to increase coverage throughout the City; and WHEREAS, the addition will bring the ALPR program to a total of 40 cameras; and WHEREAS,Flock Safety will continue to provide all supplies,equipment,and service necessary for safe operation and meets all government regulations; and WHEREAS,staff requests the City Council to authorize a two-year professional services agreement in an amount not to exceed $241,800; and WHEREAS,funding in the amount of $121,800 for year one of the project is included in the Fiscal Year 2024-25 adopted budget, year two funding of $120,000 will be included in the Fiscal Year 2025-26 proposed budget. NOW,THEREFORE,BE IT RESOLVED,that the City Council of the City of South San Francisco hereby approves a professional services agreement, attached herewith as Exhibit A, with Flock Safety in an amount not to exceed $241,800. BE IT FURTHER RESOLVED,that the City Manager is hereby authorized to execute the agreement on behalf of the City of South San Francsico. City of South San Francisco Printed on 1/9/2025Page 1 of 2 powered by Legistar™253 File #:24-1208 Agenda Date:1/8/2025 Version:1 Item #:12a. ***** City of South San Francisco Printed on 1/9/2025Page 2 of 2 powered by Legistar™254 Master Services Agreement This Master Services Agreement (this “Agreement”) is entered into by and between Flock Group, Inc. with a place of business at 1170 Howell Mill Road NW Suite 210, Atlanta, GA 30318 (“Flock”) and the City of South San Francisco (“Agency) (each a “Party,” and together, the “Parties”). This Agreement is effective on the date of mutual execution (“Effective Date”). Parties will sign an Order Form (“Order Form”) which will describe the Flock Services to be performed and the period for performance, attached hereto as Exhibit A. RECITALS WHEREAS, Flock offers a software and hardware situational awareness solution for automatic license plate detection through Flock’s technology platform (the “Flock Services”) that upon detection is capable of capturing audio, video, image, and recording data of suspected vehicles (“Footage”) and provide notifications to Agency (“Notifications”); WHEREAS, Agency desires access to the Flock Services (defined below) on existing devices, provided by Agency, or Flock provided Flock Hardware (as defined below) in order to create, view, search and archive Footage and receive Notifications, via the Flock Services; WHEREAS, Agency shall have access to the Footage in Flock Services. Pursuant to Flock’s standard Retention Period (defined below) Flock deletes all Footage on a rolling thirty (30) day basis, except as otherwise stated on the Order Form. Agency shall be responsible for extracting, downloading and archiving Footage from the Flock Services on Agency’s own storage devices; and WHEREAS, Flock desires to provide Agency the following Flock Services and Flock Hardware: Provide and install twelve (12) additional Automatic License Plate Reader (“ALPR”) cameras and provide support/maintenance for forty (4) ALPR cameras for two (2) years, as more specifically described in the Order Form, attached hereto as Exhibit A, solely for the awareness, prevention, and prosecution of crime, bona fide investigations by police departments, and archiving for evidence gathering (“Purpose”). 255 AGREEMENT NOW, THEREFORE, Flock and Agency agree as follows and further agree to incorporate the Recitals into this Agreement. 1. DEFINITIONS Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross- referenced in this Section 1. 1.1. “Agency Data” means the data, media, and content provided by Agency through the Services. For the avoidance of doubt, the Agency Data will include the Footage. 1.2 “Agency Hardware” means the third-party camera owned or provided by Agency and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Services. The term “Agency Hardware” excludes the Embedded Software. 1.3 “Agreement” means the order form (to be provided as Exhibit A, “Order Form”), these terms and conditions, and any document therein incorporated by reference in section 11.4. 1.4 “Anonymized Data” means Agency Data permanently stripped of identifying details and any potential personally identifiable information, by commercially available standards which irreversibly alters data in such a way that a data subject (i.e., individual person or entity) can no longer be identified directly or indirectly. 1.5 “Authorized End User(s)” means any individual employees, agents, or contractors of Agency accessing or using the Services through the Web Interface, under the rights granted to Agency pursuant to this Agreement. 1.6 “Documentation” will mean text and/or graphical documentation, whether in electronic or printed format, that describe the features, functions and operation of the Flock Services which are provided by Flock to Agency in accordance with the terms of this Agreement. 1.7 “Effective Date” means the date this Agreement and the Order Form is mutually executed (valid and enforceable) by both Parties. 1.8 “Embedded Software” means the Flock proprietary software and/or firmware integrated with or installed on the Flock Hardware or Agency Hardware. 256 1.9 “Flock Hardware” means the Flock device(s), which may include the pole, clamps, solar panel, installation components, and any other physical elements that interact with the Embedded Software and the Web Interface, to provide the Flock Services as specifically set forth in the applicable Order Form. 1.10 “Flock IP” means the Services, the Documentation, the Embedded Software, the Installation Services, and any intellectual property or proprietary information therein or otherwise provided to Agency and/or its Authorized End Users. Flock IP does not include Footage (as defined below). 1.11 “Flock Services” means the provision of Flock’s software and hardware situational awareness solution, via the Web Interface, for automatic license plate detection, alerts, audio detection, searching image records, video and sharing Footage. 1.12 “Footage” means still images, video, audio, and other data captured by the Flock Hardware or Agency Hardware in the course of and provided via the Flock Services. 1.13 “Installation Services” means the services provided by Flock for installation of Flock Services, including but not limited to any applicable installation of Embedded Software on Agency Hardware. 1.14 “Permitted Purpose” means for legitimate public safety and/or business purpose, including but not limited to the awareness, prevention, and prosecution of crime; investigations; and prevention of commercial harm, to the extent permitted by law. 1.15 “Retention Period” means the time period that the Agency Data is stored within the cloud storage, as specified in the applicable Order Form. Flock deletes all Footage on a rolling thirty (30) day basis, except as otherwise stated on the Order Form. Agency shall be responsible for extracting, downloading and archiving Footage from the Flock Services on its own storage devices. 1.16 “Term” means the period of time that this Agreement shall be effective, which shall commence upon the date of execution of this Agreement and shall last for the period of time stated in the Order Form. 1.17 “Web Interface” means the website(s) or application(s) through which Agency and its Authorized End Users can access the Services. 257 2. SERVICES AND SUPPORT 2.1 Provision of Access. Flock hereby grants to Agency a non-exclusive, non-transferable right to access the features and functions of the Flock Services via the Web Interface during the Term, solely for the Authorized End Users. The Footage will be available for Authorized End Users to access and download via the Web Interface for the Retention Period. Authorized End Users will be required to sign up for an account and select a password and username (“User ID”). Agency shall be responsible for all acts and omissions of Authorized End Users. Agency shall undertake reasonable efforts to make all Authorized End Users aware of all applicable provisions of this Agreement and shall cause Authorized End Users to comply with such provisions. Flock may use the services of one or more third parties to deliver any part of the Flock Services, (such as using a third party to host the Web Interface for cloud storage or a cell phone provider for wireless cellular coverage). 2.2 Embedded Software License. Subject to all terms of this Agreement, Flock grants Agency a limited, non-exclusive, non-transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Embedded Software as it pertains to Flock Services, solely as necessary for Agency to use the Flock Services. 2.3 Support Services. Flock shall monitor the Flock Services, and any applicable device health, in order to improve performance and functionality. Flock will use commercially reasonable efforts to respond to requests for support within seventy-two (72) hours. Flock will provide Agency with reasonable technical and on-site support and maintenance services in-person, via phone or by email at support@flocksafety.com (such services collectively referred to as “Support Services”). 2.4 Updates to Platform. Flock may make any updates to system or platform that it deems necessary or useful to (i) maintain or enhance the quality or delivery of Flock’s products or services to its agencies, the competitive strength of, or market for, Flock’s products or services, such platform or system’s cost efficiency or performance, or (ii) to comply with applicable law. Parties understand that such updates are necessary from time to time and will not diminish the quality of the services or materially change any terms or conditions within this Agreement. 2.5 Service Interruption. Services may be interrupted in the event that: (a) Flock’s provision of the Services to Agency or any Authorized End User is prohibited by applicable law; (b) any third-party services required for Services are interrupted; (c) if Services are being used for 258 malicious, unlawful, or otherwise unauthorized use; (d) there is a threat or attack on any of the Flock IP by a third party; or (e) scheduled or emergency maintenance (“Service Interruption”). Flock will make commercially reasonable efforts to provide written notice of any Service Interruption to Agency, to provide updates, and to resume providing access to Flock Services as soon as reasonably possible after the event giving rise to the Service Interruption is cured. Flock will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized End User may incur as a result of a Service Interruption, unless such liability arises from the gross negligence or willful misconduct of Flock. To the extent that the Service Interruption is not caused by Agency’s direct actions or by the actions of parties associated with the Agency, the time will be tolled by the duration of the Service Interruption (for any continuous suspension lasting at least one full day). For example, in the event of a Service Interruption lasting five (5) continuous days, Agency will receive a credit for five (5) free days at the end of the Term. 2.6 Service Suspension. Notwithstanding anything to the contrary in this Agreement, Flock may temporarily suspend Agency’s and any Authorized End User’s access to any portion or all of the Flock IP or Flock Service if Flock reasonably determines that: (a) there is a threat or attack on any of the Flock IP by Agency; (b) Agency’s or any Authorized End User’s use of the Flock IP disrupts or poses a security risk to the Flock IP or any other customer or vendor of Flock; (c) Agency or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d) Flock’s provision of the Services to Agency or any Authorized End User is prohibited by applicable law; (e) Agency has violated any term of this provision, including, but not limited to, utilizing Flock Services for anything other than the Permitted Purpose; or (f) any unauthorized access to Flock Services through Agency’s account (“Service Suspension”). Flock will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to Agency (including notices sent to Flock’s registered email address) and to provide updates regarding resumption of access to the Flock IP following any Service Suspension. Flock will use commercially reasonable efforts to resume providing access to the Flock Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Flock will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Agency or any Authorized End User may incur as a result of a Service Suspension. To the extent that the Service Suspension was not 259 caused by Agency’s direct actions or by actions of the parties associated with the Agency, the Term will be tolled by the duration of the Service Suspension. 2.7 Hazardous Conditions. Unless otherwise stated in the Agreement, Flock Services do not contemplate work in any areas that contain hazardous materials, or other hazardous conditions, including, without limit, asbestos, lead, or toxic or flammable substances. In the event any such hazardous materials are discovered in the designated locations in which Flock is to perform services under this Agreement, Flock shall have the right to cease work immediately in the area affected until such materials are removed or rendered harmless. 3. AGENCY OBLIGATIONS 3.1 Agency Obligations. Flock will assist Agency Authorized End Users in the creation of a User ID. Authorized End Users agree to provide Flock with accurate, complete, and updated registration information. Authorized End Users may not select as their User ID, a name that they do not have the right to use, or any other name with the intent of impersonation. Agency and Authorized End Users may not transfer their account to anyone else without prior written permission of Flock. Authorized End Users shall not share their account username or password information and must protect the security of the username and password. Unless otherwise stated and defined in this Agreement, Agency shall not designate Authorized End Users for persons who are not officers, employees, or agents of Agency. Authorized End Users shall only use Agency-issued email addresses for the creation of their User ID. Agency is responsible for any Authorized End User activity associated with its account. Agency shall ensure that Agency provides Flock with up-to-date contact information at all times during the Term of this agreement. Agency shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Flock Services (e.g., laptops, internet connection, mobile devices, etc.). Agency shall (at its own expense) provide Flock with reasonable access and use of Agency facilities and Agency personnel in order to enable Flock to perform Services (such obligations of Agency are collectively defined as “Agency Obligations”). 3.2 Agency Representations and Warranties. Agency represents, covenants, and warrants that Agency shall use Flock Services only in compliance with this Agreement and all applicable laws 260 and regulations, including but not limited to any laws relating to the recording or sharing of data, video, photo, or audio content. 4. DATA USE AND LICENSING 4.1 Agency Data. As between Flock and Agency, all right, title and interest in the Agency Data, belong to and are retained solely by Agency. Agency hereby grants to Flock a limited, non- exclusive, royalty-free, irrevocable, worldwide license to use the Agency Data and perform all acts as may be necessary for Flock to provide the Flock Services to Agency. Flock does not own and shall not sell Agency Data. 4.2 Agency Generated Data. Flock may provide Agency with the opportunity to post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available, messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, or other information or materials produced by Agency (“Agency Generated Data”). As between Flock and Agency, Agency shall retain whatever legally cognizable right, title, and interest in Agency Generated Data. Agency understands and acknowledges that Flock has no obligation to monitor or enforce Agency intellectual property rights of Agency Generated Data. Agency grants Flock a non-exclusive, irrevocable, worldwide, royalty-free, license to use the Agency Generated Data for the purpose of providing Flock Services. Flock does not own and shall not sell Agency Generated Data. 4.3 Anonymized Data. Notwithstanding anything in this Agreement to the contrary, Flock shall have the right to collect, analyze, and anonymize Agency Data and Agency Generated Data to the extent such anonymization renders the data non-identifiable to create Anonymized Data to use and perform the Services and related systems and technologies, including the training of machine learning algorithms. Agency hereby grants Flock a non-exclusive, worldwide, perpetual, royalty-free right to use and distribute such Anonymized Data to improve and enhance the Services and for other development, diagnostic and corrective purposes, and other Flock offerings. Parties understand that the aforementioned license is required for continuity of Services. No rights or licenses are granted except as expressly set forth herein. Flock does not own and shall not sell Anonymized Data. 5. CONFIDENTIALITY; DISCLOSURES 261 5.1 Confidentiality. To the extent allowable by any applicable FOIA and state-specific Public Records Acts, including but not limited to the California Public Records Act, each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Flock includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Agency includes non- public data provided by Agency to Flock or collected by Flock via Flock Services, which includes but is not limited to geolocation information and environmental data collected by sensors. To the extent allowable by any applicable FOIA and state-specific Public Records Acts, including, but not limited to, the California Public Records Act, the Receiving Party agrees: (i) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the Party takes with its own proprietary information, but in no event less than commercially reasonable precautions, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public; or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. At the termination of this Agreement, all Proprietary Information will be returned to the Disclosing Party, destroyed or erased (if recorded on an erasable storage medium), together with any copies thereof, when no longer needed for the purposes above, or upon request from the Disclosing Party, and in any case upon termination of the Agreement. Notwithstanding any termination, all confidentiality obligations of Proprietary Information that is trade secret shall continue in perpetuity or until such information is no longer trade secret. 5.2 Usage Restrictions on Flock IP. Flock and its licensors retain all right, title and interest in and to the Flock IP and its components, and Agency acknowledges that it neither owns nor 262 acquires any additional rights in and to the foregoing not expressly granted by this Agreement. Agency further acknowledges that Flock retains the right to use the foregoing for any purpose in Flock’s sole discretion. Agency and Authorized End Users shall not: (i) copy or duplicate any of the Flock IP; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code from which any software component of any of the Flock IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Flock IP; (iii) attempt to modify, alter, tamper with or repair any of the Flock IP, or attempt to create any derivative product from any of the foregoing; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Flock IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within the Flock Services or Flock IP; (vi) use the Flock Services for anything other than the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent, or otherwise transfer, convey, pledge as security, or otherwise encumber, Agency’s rights. 5.3 Disclosure of Footage. Subject to this Agreement and during the Retention Period, Flock may access, use, preserve and/or disclose the Footage to law enforcement authorities, government officials, and/or third parties, if legally required to do so or if Flock has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to comply with a legal process, enforce this Agreement, or detect, prevent or otherwise address security, privacy, fraud or technical issues, or emergency situations. 6. PAYMENT OF FEES 6.1 Billing and Payment of Fees. Agency shall pay the fees set forth in the applicable Order Form based on the billing structure and payment terms as indicated in the Order Form. To the extent the Order Form is silent, Agency shall pay all invoices net thirty (30) days from the date of receipt. If Agency believes that Flock has billed Agency incorrectly, Customer must contact Flock no later than thirty (30) days after the closing date on the first invoice in which the error or problem appeared to receive an adjustment or credit. Agency acknowledges and agrees that a failure to contact Flock within this period will serve as a waiver of any claim. If any undisputed fee is more than thirty (30) days overdue, Flock may, without limiting its other rights and remedies, suspend delivery of its service until such undisputed invoice is paid in full. Flock shall 263 provide at least thirty (30) days’ prior written notice to Agency of the payment delinquency before exercising any suspension right. 6.2 Notice of Changes to Fees. In the event of any changes to fees, Flock shall provide Agency with sixty (60) days’ notice (notice must be sent by mail, with return receipt) prior to the end of the Initial Term or Renewal Term (as applicable). Any such changes to fees shall only impact subsequent Renewal Terms. 6.3 Taxes. To the extent Agency is not a tax exempt entity, Agency is responsible for all taxes, levies, or duties, excluding only taxes based on Flock’s net income, imposed by taxing authorities associated with the order. If Flock has the legal obligation to pay or collect taxes, including amount subsequently assessed by a taxing authority, for which Agency is responsible, the appropriate amount shall be invoice to and paid by Agency unless Agency provides Flock a legally sufficient tax exemption certificate and Flock shall not charge Agency any taxes from which it is exempt. If any deduction or withholding is required by law, Agency shall notify Flock and shall pay Flock any additional amounts necessary to ensure that the net amount that Flock receives, after any deduction and withholding, equals the amount Flock would have received if no deduction or withholding had been required. 7. TERM AND TERMINATION 7.1 Term. The initial term of this Agreement shall be for the period of time set forth on the Order Form (the “Term”). Unless otherwise indicated on the Order Form, the Term shall commence upon execution of this Agreement. Following the Term, unless otherwise indicated on the Order Form, this Agreement may be renewed for successive renewal terms of the greater of one year or the length set forth on the Order Form (each, a “Renewal Term”) upon written notice of renewal prior to the end of the then-current term and written approval by Agency. 7.2 Termination. Upon termination or expiration of this Agreement, Flock will remove any applicable Flock Hardware within a commercially reasonable time period. In the event of any material breach of this Agreement, the non-breaching Party may terminate this Agreement prior to the end of the Term by giving thirty (30) days prior written notice to the breaching Party; provided, however, that this Agreement will not terminate if the breaching Party has cured the breach prior to the expiration of such thirty (30) day period (“Cure Period”). Either Party may terminate this Agreement (i) upon the institution by or against the other Party of insolvency, 264 receivership or bankruptcy proceedings, (ii) upon the other Party's making an assignment for the benefit of creditors, or (iii) upon the other Party's dissolution or ceasing to do business. In the event of a material breach by Flock, and Flock is unable to cure within the Cure Period, Flock will refund Agency a pro-rata portion of the pre-paid fees for Services not received due to such termination. Notwithstanding anything to the contrary in this Agreement, Agency may terminate this Agreement at any time by giving at least thirty (30) days' written notice to Flock. Such termination will become effective immediately after the notice period. Upon termination for convenience, the total contract value, including any outstanding fees, shall be accelerated and payable upon final invoice. To the extent Agency prepaid fees, Agency is not entitled to a refund of such prepaid fees. 7.3 Survival. The following Sections will survive termination: 1, 3, 5, 6, 7, 8.3, 8.4, 9, 11.1 and 11.6. 265 8. REMEDY FOR DEFECT; WARRANTY AND DISCLAIMER 8.1 Manufacturer Defect. Upon a malfunction or failure of Flock Hardware or Embedded Software (a “Defect”), Agency must notify Flock’s technical support team. In the event of a Defect, Flock shall make a commercially reasonable attempt to repair or replace the defective Flock Hardware at no additional cost to the Agency. Flock reserves the right, in its sole discretion, to repair or replace such Defect, provided that Flock shall conduct inspection or testing within a commercially reasonable time, but no longer than seven (7) business days after Agency gives notice to Flock. 8.2 Replacements. In the event that Flock Hardware is lost, stolen, or damaged, Agency may request a replacement of Flock Hardware at a fee according to the reinstall fee schedule (https://www.flocksafety.com/reinstall-fee-schedule). In the event that Agency chooses not to replace lost, damaged, or stolen Flock Hardware, Agency understands and agrees that Flock is not liable for any resulting impact to Flock service, nor shall Agency receive a refund for the lost, damaged, or stolen Flock Hardware. 8.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Installation Services in a professional and workmanlike manner. Upon completion of any installation or repair, Flock shall clean and leave the area in good condition. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Flock or by third-party providers, or because of other causes beyond Flock’s reasonable control, but Flock shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. 8.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 8.1 ABOVE IS AGENCY’S SOLE REMEDY, AND FLOCK’S SOLE LIABILITY, WITH RESPECT TO DEFECTS. FLOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND FLOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR 266 PURPOSE. THIS DISCLAIMER OF SECTION 8.4 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE OF CALIFORNIA. 8.5 Insurance. Flock will maintain commercial general liability policies as stated in Exhibit B. 8.6 Force Majeure. Parties are not responsible or liable for any delays or failures in performance from any cause beyond their control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, pandemics (including the spread of variants), issues of national security, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, supply chain shortages of equipment or supplies, financial institution crisis, weather conditions or acts of hackers, internet service providers or any other third party acts or omissions. 9. LIMITATION OF LIABILITY; INDEMNITY 9.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY, NOR ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR LOSS OF REVENUE, BUSINESS OR BUSINESS INTERRUPTION; (B) INCOMPLETE, CORRUPT, OR INACCURATE DATA; (C) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (D) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (E) FOR ANY MATTER BEYOND FLOCK’S ACTUAL KNOWLEDGE OR REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE; OR (F) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID AND/OR PAYABLE BY AGENCY TO FLOCK FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT OR OMISSION THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY OF SECTION ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE OF CALIFORNIA. 267 NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY (I) IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) INDEMNIFICATION OBLIGATIONS. 9.2 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and omissions of its own employees, officers, or agents, in connection with the performance of their official duties under this Agreement. Each Party to this Agreement shall be liable for the torts of its own officers, agents, or employees. 9.3 Flock Indemnity. Flock shall indemnify and hold harmless Agency, its agents, officers and employees, from liability of any kind, including claims, costs (including defense) and expenses, on account of: (i) any copyrighted material, patented or unpatented invention, articles, device or appliance manufactured or used in the performance of this Agreement; or (ii) any damage or injury to property or person directly caused by Flock’s installation of Flock Hardware, except for where such damage or injury was caused solely by the gross negligence or willful misconduct of the Agency or its agents, officers or employees. Flock’s performance of this indemnity obligation shall not exceed the fees paid and/or payable for the services rendered under this Agreement in the preceding twelve (12) months. 10. INSTALLATION SERVICES AND OBLIGATIONS 10.1 Ownership of Hardware. Flock Hardware is owned and shall remain the exclusive property of Flock. Title to any Flock Hardware shall not pass to Agency upon execution of this Agreement, except as otherwise specifically set forth in this Agreement. Except as otherwise expressly stated in this Agreement, Agency is not permitted to remove, reposition, re-install, tamper with, alter, adjust or otherwise take possession or control of Flock Hardware. Agency agrees and understands that in the event Agency is found to engage in any of the foregoing restricted actions, all warranties herein shall be null and void, and this Agreement shall be subject to immediate termination for material breach by Agency. Agency shall not perform any acts which would interfere with the retention of title of the Flock Hardware by Flock. Should Agency default on any payment of the Flock Services, Flock may remove Flock Hardware at Flock’s discretion. Such removal, if made by Flock, shall not be deemed a waiver of Flock’s 268 rights to any damages Flock may sustain as a result of Agency’s default and Flock shall have the right to enforce any other legal remedy or right. 10.2 Deployment Plan. Flock shall advise Agency on the location and positioning of the Flock Hardware for optimal product functionality, as conditions and locations allow. Flock will collaborate with Agency to design the strategic geographic mapping of the location(s) and implementation of Flock Hardware to create a deployment plan (“Deployment Plan”). In the event that Flock determines that Flock Hardware will not achieve optimal functionality at a designated location, Flock shall have final discretion to veto a specific location, and will provide alternative options to Agency. 10.3 Changes to Deployment Plan. After installation of Flock Hardware, any subsequent requested changes to the Deployment Plan, including, but not limited to, relocating, re- positioning, adjusting of the mounting, removing foliage, replacement, changes to heights of poles will incur a fee according to the reinstall fee schedule located at (https://www.flocksafety.com/reinstall-fee-schedule). Agency will receive prior notice and confirm approval of any such fees. 10.4 Agency Installation Obligations. Agency is responsible for any applicable supplementary cost as described in the Customer Implementation Guide, attached hereto as Exhibit C. Agency represents and warrants that it has, or shall lawfully obtain, all necessary right title and authority and hereby authorizes Flock to install the Flock Hardware at the designated locations and to make any necessary inspections or maintenance in connection with such installation. 10.5 Flock’s Obligations. Installation of any Flock Hardware shall be installed in a professional manner within a commercially reasonable time from the Effective Date of this Agreement. Upon removal of Flock Hardware, Flock shall restore the location to its original condition, ordinary wear and tear excepted. Flock will continue to monitor the performance of Flock Hardware for the length of the Term. Flock may use a subcontractor or third party to perform certain obligations under this Agreement, provided that Flock’s use of such subcontractor or third party shall not release Flock from any duty or liability to fulfill Flock’s obligations under this Agreement. 11. MISCELLANEOUS 269 11.1 Compliance With Laws; Nondiscrimination. Parties shall comply with all applicable local, state and federal laws, regulations, policies and ordinances and their associated record retention schedules, including responding to any subpoena request(s), in the performance of this Agreement. Flock shall not discriminate in the provision of service or in the employment of persons engaged in the performance of this Agreement on account of race, color, national origin, ancestry, religion, gender, marital status, sexual orientation, age, physical or mental disability in violation of any applicable local, state or federal laws or regulations. 11.2 Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes of laborers, workmen, or mechanics on the work contemplated by this Agreement, shall be not less than the prevailing rate for a day’s work in the same trade or occupation in the locality within the state where the work hereby contemplates to be performed as determined by the Director of Industrial Relations pursuant to the Director’s authority under Labor Code Section 1770, et seq. Each laborer, worker or mechanic employed by Flock or by any subcontractor shall receive the wages herein provided for. Flock shall pay two hundred dollars ($200), or whatever amount may be set by Labor Code Section 1775, as may be amended, per day penalty for each worker paid less than prevailing rate of per diem wages. The difference between the prevailing rate of per diem wages and the wage paid to each worker shall be paid by Flock to each worker. An error on the part of an awarding body does not relieve Flock from responsibility for payment of the prevailing rate of per diem wages and penalties pursuant to Labor Code Sections 1770- 1775. The Agency will not recognize any claim for additional compensation because of the payment by Flock for any wage rate in excess of prevailing wage rate set forth. The possibility of wage increases is one of the elements to be considered by Flock. (A) Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not attached hereto pursuant to Labor Code Section 1773.2, Flock shall post at appropriate conspicuous points at the site of the project a schedule showing all determined prevailing wage rates for the various classes of laborers and mechanics to be engaged in work on the project under this contract and all deductions, if any, required by law to be made from unpaid wages actually earned by the laborers and mechanics so engaged. 270 11.3 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. 11.4 Assignment. This Agreement is not assignable, transferable or sublicensable by either Party, without prior consent. Notwithstanding the foregoing, either Party may assign this Agreement, without the other Party's consent, (i) to any parent, subsidiary, or affiliate entity, or (ii) to any purchaser of all or substantially all of such Party's assets or to any successor by way of merger, consolidation or similar transaction. 11.5 Entire Agreement. This Agreement, together with the Order Form(s), the reinstall fee schedule (https://www.flocksafety.com/reinstall-fee-schedule), and any attached exhibits are the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous or contemporaneous negotiations, discussions or agreements, whether written and oral, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. None of Agency’s purchase orders, authorizations or similar documents will alter the terms of this Agreement, and any such conflicting terms are expressly rejected. Any mutually agreed upon future purchase order is subject to these legal terms and does not alter the rights and obligations under this Agreement, except that future purchase orders may outline additional products, services, quantities and billing terms to be mutually accepted by Parties. In the event of any conflict of terms found in this Agreement or any other terms and conditions, the terms of this Agreement shall prevail. Agency agrees that Agency’s purchase is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written comments made by Flock with respect to future functionality or feature. 11.6 Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Parties do not have any authority of any kind to bind each other in any respect whatsoever. Flock shall at all times be and act as an independent contractor to Agency. 11.7 Governing Law; Venue. This Agreement shall be governed by the laws of the State of California with venue in the County of San Mateo. The Parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement. 11.8 Special Terms. Flock may offer certain special terms which are indicated in the Order Form and will become part of this Agreement, upon Agency’s prior written consent and the 271 mutual execution by authorized representatives (“Special Terms”). To the extent that any terms of this Agreement are inconsistent or conflict with the Special Terms, the Special Terms shall control. 11.9 Publicity. Upon prior written consent, Flock has the right to reference and use Agency’s name and disclose the nature of the Services in business and development and marketing efforts. Nothing contained in this Agreement shall be construed as conferring on any Party, any right to use the other Party’s name as an endorsement of product/service. 11.10 Feedback. If Agency or Authorized End User provides any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the subject matter hereunder, Agency or Authorized End User hereby assigns to Flock all right, title and interest (including intellectual property rights) with respect to or resulting from any of the foregoing. 11.11 Export. Agency may not remove or export from the United States or allow the export or re-export of the Flock IP or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign Agency or authority. As defined in Federal Acquisition Regulation (“FAR”), section 2.101, the Services, the Flock Hardware and Documentation are “commercial items” and according to the Department of Defense Federal Acquisition Regulation (“DFAR”) section 252.2277014(a)(1) and are deemed to be “commercial computer software” and “commercial computer software documentation.” Flock is compliant with FAR Section 889 and does not contract or do business with, use any equipment, system, or service that uses the enumerated banned Chinese telecommunication companies, equipment or services as a substantial or essential component of any system, or as critical technology as part of any Flock system. Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 11.12 Headings. The headings are merely for organization and should not be construed as adding meaning to the Agreement or interpreting the associated sections. 272 11.13 Authority. Each of the below signers of this Agreement represent that they understand this Agreement and have the authority to sign on behalf of and bind the Parties they are representing upon the Effective Date. 11.14 Conflict. In the event there is a conflict between this Agreement and any applicable statement of work, or Agency purchase order, this Agreement controls unless explicitly stated otherwise. 11.15 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt to the address listed on the Order Form (or, if different, below), if sent by certified or registered mail, return receipt requested. 11.16 Non-Appropriation. Notwithstanding any other provision of this Agreement, all obligations of the Agency under this Agreement which require the expenditure of public funds are conditioned on the availability of said funds appropriated for that purpose. To the extent applicable, Agency shall have the right to terminate this Agreement for non appropriation with thirty (30) days written notice without penalty or other cost. . 273 FLOCK NOTICES ADDRESS: 1170 HOWELL MILL ROAD, NW SUITE 210 ATLANTA, GA 30318 ATTN: LEGAL DEPARTMENT EMAIL: legal@flocksafety.com Customer NOTICES ADDRESS: ADDRESS: ATTN: EMAIL: 274 EXHIBIT B INSURANCE Required Coverage. Flock shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the services under this Agreement and the results of that work by Flock or its agents, representatives, employees or subcontractors. Insurance shall be placed with insurers with a current A. M. Best rating of no less than “A” and “VII”. Flock shall obtain and, during the term of this Agreement, shall maintain policies of professional liability (errors and omissions), automobile liability, and general liability insurance for insurable amounts of not less than the limits listed herein. The insurance policies shall provide that the policies shall remain in full force during the life of the Agreement. Flock shall procure and shall maintain during the life of this Agreement Worker's Compensation insurance as required by applicable State law for all Flock employees. For the avoidance of doubt, all required insurance limits by Agency can be met through a combination of primary and excess/umbrella coverage. Types and Amounts Required. Flock shall maintain, at minimum, the following insurance coverage for the duration of this Agreement: (i)Commercial General Liability insurance written on an occurrence basis with minimum limits of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate for bodily injury, death, and property damage, including personal injury, contractual liability, independent contractors, broad-form property damage, and product and completed operations coverage; (ii)Umbrella or Excess Liability insurance written on an occurrence basis with minimum limits of Ten Million Dollars ($10,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate; (iii)Professional Liability/Errors and Omissions insurance with minimum limits of Five Million Dollars ($5,000,000) per occurrence and Five Million Dollars ($5,000,000) in the aggregate; (iv)Commercial Automobile Liability insurance with a minimum combined single limit of One Million Dollars ($1,000,000) per occurrence for bodily injury, death, and 275 property coverage, including owned and non-owned and hired automobile coverage; and (v)Cyber Liability insurance written on an occurrence basis with minimum limits of Five Million Dollars ($5,000,000). (vi)Workers’ Compensation that satisfies the minimum statutory limits. All insurance policies shall be written on an occurrence basis and shall name the Agency, its employees, deputies, officers, officials, agents, and volunteers (“Agency Indemnitees”) as additional insureds with any Agency insurance shall be secondary and in excess to Flock’s insurance. If Flock’s insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self-insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self-insured retention required to be paid as a precondition to the insurer’s liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self-insured retention and also must disclose the deductible. The certificates shall contain a statement of obligation on the part of the carrier to notify Agency of any material change, cancellation, termination or non-renewal of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation, termination or non-renewal. The Agency’s Risk Manager may waive or modify any of the insurance requirements of this section. 276 Flock Safety + CA - South San Francisco PD ______________ Flock Group Inc. 1170 Howell Mill Rd, Suite 210 Atlanta, GA 30318 ______________ MAIN CONTACT: Jeffrey Lents jeff.lents@flocksafety.com 480 621 2406 DocuSign Envelope ID: C1B1C351-B800-4A03-B0CB-962F7CD90012 Exhibit A 277 ORDER FORM This order form (“Order Form”) hereby incorporates and includes the terms of the previously executed agreement (the “Terms”) which describe and set forth the general legal terms governing the relationship (collectively, the "Agreement" ). The Terms contain, among other things, warranty disclaimers, liability limitations and use limitations. This additional services Agreement will be effective when this Order Form is executed by both Parties (the “Effective Date”) Customer: CA - South San Francisco PD Initial Term: 12 Months Legal Entity Name: CA - South San Francisco PD Renewal Term: 12 Months Accounts Payable Email: Payment Terms: Net 30 Address: 1 Chestnut Avenue South San Francisco, California 94080 Billing Frequency: Annual Plan - Invoiced at First Camera Validation. Retention Period: 30 Days Hardware and Software Products Annual recurring amounts over subscription term Item Cost Quantity Total Flock Safety Platform $36,000.00 Flock Safety LPR Products Flock Safety Falcon ® Included 12 Included Professional Services and One Time Purchases Item Cost Quantity Total One Time Fees Flock Safety Professional Services Professional Services - Existing Infrastructure Implementation Fee $0.00 9 $0.00 Professional Services - Standard Implementation Fee $0.00 3 $0.00 Subtotal Year 1: $36,000.00 Annual Recurring Subtotal: $36,000.00 Discounts: $3,300.00 Estimated Tax: $0.00 Contract Total: $36,000.00 Taxes shown above are provided as an estimate. Actual taxes are the responsibility of the Customer. This Agreement will automatically renew for successive renewal terms of the greater of one year or the length set forth on the Order Form (each, a “Renewal Term”) unless either Party gives the other Party notice of non-renewal at least thirty (30) days prior to the end of the then-current term. aocupign bnvelope fa: C1B1CP51-B800-4A0P-B0CB-96OcTCa9001O 278 DocuSign Envelope ID: C1B1C351-B800-4A03-B0CB-962F7CD90012 279 Billing Schedule Billing Schedule Amount (USD) Year 1 At First Camera Validation $36,000.00 Annual Recurring after Year 1 $36,000.00 Contract Total $36,000.00 *Tax not included Discounts Discounts Applied Amount (USD) Flock Safety Platform $0.00 Flock Safety Add-ons $0.00 Flock Safety Professional Services $3,300.00 DocuSign Envelope ID: C1B1C351-B800-4A03-B0CB-962F7CD90012 280 Product and Services Description Flock Safety Platform Items Product Description Terms Flock Safety Falcon ® An infrastructure-free license plate reader camera that utilizes Vehicle Fingerprint® technology to capture vehicular attributes. The Term shall commence upon first installation and validation of Flock Hardware. One-Time Fees Service Description Installation on existing infrastructure One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with the Flock Safety Advanced Implementation Service Brief. Professional Services - Standard Implementation Fee One-time Professional Services engagement. Includes site and safety assessment, camera setup and testing, and shipping and handling in accordance with the Flock Safety Standard Implementation Service Brief. Professional Services - Advanced Implementation Fee One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with the Flock Safety Advanced Implementation Service Brief. FlockOS Features & Description FlockOS Features Description DocuSign Envelope ID: C1B1C351-B800-4A03-B0CB-962F7CD90012 281 By executing this Order Form, Customer represents and warrants that it has read and agrees to all of the terms and conditions contained in the previously executed agreement. The Parties have executed this Agreement as of the dates set forth below. FLOCK GROUP, INC. Customer: CA - South San Francisco PD By: \FSSignature2\ By: \FSSignature1\ Name: \FSFullname2\ Name: \FSFullname1\ Title: \FSTitle2\ Title: \FSTitle1\ Date: \FSDateSigned2\ Date: \FSDateSigned1\ PO Number: DocuSign Envelope ID: C1B1C351-B800-4A03-B0CB-962F7CD90012 Lieutenant 5/30/2024 Martin MahonMark Smith 5/30/2024 General Counsel 282 Flock Safety + CA - South San Francisco PD ______________ Flock Group Inc. 1170 Howell Mill Rd, Suite 210 Atlanta, GA 30318 ______________ MAIN CONTACT: Graham Carter graham.carter@flocksafety.com (415) 329-1307 Created Date: 08/20/2024 Expiration Date: 09/15/2024 Quote Number: Q-96332 PO Number: 283 Budgetary Quote This document is for informational purposes only. Pricing is subject to change. Bill To: 1 Chestnut Avenue South San Francisco, California 94080 Ship To: 1 Chestnut Avenue South San Francisco, California 94080 Billing Company Name: CA - South San Francisco PD Subscription Term: 24 Months Billing Contact Name: Payment Terms: Net 30 Billing Email Address: Retention Period: 30 Days Billing Phone: Billing Frequency: Annual - First Year at Signing. Hardware and Software Products Annual recurring amounts over subscription term Item Cost Quantity Total Flock Safety Platform $120,000.00 Flock Safety Flock OS FlockOS ™ - Essentials Included 1 Included Flock Safety LPR Products Flock Safety Falcon ® Included 40 Included Professional Services and One Time Purchases Item Cost Quantity Total One Time Fees Subtotal Year 1: $120,000.00 Annual Recurring Subtotal: $120,000.00 Estimated Tax: $0.00 Contract Total: $240,000.00 Taxes shown above are provided as an estimate. Actual taxes are the responsibility of the Customer. This is not an invoice – this document is a non-binding proposal for informational purposes only. Pricing is subject to change. 284 Product and Services Description Flock Safety Platform Items Product Description Flock Safety Falcon ® An infrastructure-free license plate reader camera that utilizes Vehicle Fingerprint® technology to capture vehicular attributes. One-Time Fees Service Description Installation on existing infrastructure One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with the Flock Safety Advanced Implementation Service Brief. Professional Services - Standard Implementation Fee One-time Professional Services engagement. Includes site and safety assessment, camera setup and testing, and shipping and handling in accordance with the Flock Safety Standard Implementation Service Brief. Professional Services - Advanced Implementation Fee One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with the Flock Safety Advanced Implementation Service Brief. FlockOS Features & Description FlockOS Features Description Community Network Access The ability to request direct access to feeds from privately owned Flock Safety Falcon® LPR cameras located in neighborhoods, schools, and businesses in your community, significantly increasing actionable evidence that clears cases. Unlimited Users Unlimited users for FlockOS State Network (License Plate Lookup Only) Allows agencies to look up license plates on all cameras opted into the Flock Safety network within your state. Nationwide Network (License Plate Lookup Only) With the vast Flock Safety sharing network, law enforcement agencies no longer have to rely on just their devices alone. Agencies can leverage a nationwide system boasting 10 billion additional plate reads per month to amplify the potential to collect vital evidence in otherwise dead-end investigations. Law Enforcement Network Access The ability to request direct access to evidence detection devices from Law Enforcement agencies outside of your jurisdiction. Time & Location Based Search Search full, partial, and temporary plates by time at particular device locations License Plate Lookup Look up specific license plate location history captured on Flock devices Vehicle Fingerprint Search Search footage using Vehicle Fingerprint™ technology. Access vehicle type, make, color, license plate state, missing / covered plates, and other unique features like bumper stickers, decals, and roof racks. Insights & Analytics Reporting tool to help administrators manage their LPR program with device performance data, user and network audits, plate read reports, hot list alert reports, event logs, and outcome reports. ESRI Based Map Interface Map-based interface that consolidates all data streams and the locations of each connected asset, enabling greater situational awareness and a common operating picture. Real-Time NCIC Alerts on Flock ALPR Cameras Receive automated alerts when vehicles entered into established databases for missing and wanted persons are detected, including the FBI’s National Crime Information Center (NCIC) and National Center for Missing & Exploited Children (NCMEC) databases. Unlimited Custom Hot Lists Ability to add a suspect’s license plate to a custom list and get alerted when it passes by a Flock camera 285 DocuSign Envelope ID: C1B1C351-B800-4A03-B0CB-962F7CD90012 286 X 08/23/2025 10,000 X 2,000,000 X 25674 730000029-0000 10,000,000 A X X A 5,000,000 08/23/2025 X Homeland Insurance Company Of New York Errors & Omissions / Cyber 08/23/2024 CN134017657--GAUWE-24-25 X 1,000,000 25615 08/23/2025 SEA-003973954-10 08/23/2024 X 2,000,000 11/22/2024 X Insurer will provide 30 day notice of cancellation to certificate holder. 2 X 1,000,000 X 1,000,000 1,000,000 B 08/23/2025 08/23/2024 08/23/2024 X 34452 810-6T343696-24-I3-G Limit: 10,000 UB-6T346569-24-I3-G CUP-6T386924-24-I3 SIR: $100,000 1,000,000 primary and non-contributory with respect to General Liability and Auto Liability where required by written contract. City of South San Francisco is additional insured with respect to General Liability and Auto Liability where required by written contract. Waiver of Subrogation is applicable with respect to General Liability, Auto Liability, Umbrella and Workers Compensation where required by written contract. Insurance is DBA Flock Safety Flock Group Inc Atlanta, GA 30318 1170 Howell Mill Rd NW 1,000,000 Travelers Property Casualty Company of America X FOUR EMBARCADERO CENTER, SUITE 1100 MARSH RISK & INSURANCE SERVICES SAN FRANCISCO, CA 94111 CALIFORNIA LICENSE NO. 0437153 H-630-9W194831-TIL-24 The Charter Oak Fire Insurance Company N South San Francisco, CA 94080 City of South San Francisco 400 Grand Avenue 08/23/2024 A 1,000,000X X X C 10,000,000 08/23/2025 X 287 MARSH RISK & INSURANCE SERVICES Cancellation For Other Than Nonpayment: Number of Days Notice: 30 days (Nonrenewal): Number of Days Notice:10 days Cancellation For Nonpayment: Number of Days Notice:10 days Carrier will provide notice of cancellation or nonrenewal per below if required by a written contract . DBA Flock Safety Flock Group Inc 1170 Howell Mill Rd NW Atlanta,GA 30318 288 289 290 291 292 293 294 295 296 297 298 299 300 301 302 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-698 Agenda Date:1/8/2025 Version:1 Item #:13. Report regarding the award of a Consulting Services Agreement to Biggs Cardosa Associates,Inc.for the Grand Avenue Bridges Project. (Lawrence Henriquez, Senior Civil Engineer) RECOMMENDATION It is recommended that the City Council adopt a resolution awarding a Consulting Services Agreement to Biggs Cardosa Associates,Inc.of San Jose,California for preliminary engineering,environmental,and design services (Plans,Specifications,and Estimate (PS&E))for the Grand Avenue Bridges Project (st1804)in an amount not to exceed $701,254.00;and approve Budget Amendment Number 25.030 to remove $148,000 in Citywide Traffic Impact Fees from the project budget;and authorize the City Manager to execute the Consulting Services Agreement. BACKGROUND/DISCUSSION The City of South San Francisco (“City”)has an ongoing Bridge Preventive Maintenance Program (BPMP)for the fourteen (14)vehicle bridges that are under the Caltrans Bridge Inspection Program.The BPMP was created to help local agencies extend the life of their bridges by performing certain activities that have been pre- approved by the Federal Highway Administration. The Bridge Preventive Maintenance Program Goals are to: 1.Maintain the existing inventory of bridges in a structurally safe and serviceable condition. 2.Correct minor structural deficiencies early in a bridge's life,rather than wait until a bridge has major problems requiring costly rehabilitation, reconstruction, or replacement. 3.Extend the service lives of existing bridges. 4.Make efficient use of limited resources. Caltrans inspects the bridges every two years and submits its findings to the City through a Bridge Inspection Report.City staff determines the appropriate actions based upon the reports and Caltrans work recommendations. The Grand Avenue Bridges were built in 1984 and were constructed to span over the Caltrain and Union Pacific Railroad (UPRR)rail corridor,and Poletti Way.Both bridges have superstructures consisting of steel box girders with a composite concrete deck.The bridges carry two 22-foot lanes of traffic and a 6-foot pedestrian walkway with a concrete barrier railing on each side of the traffic lanes.A chain-link railing separates the pedestrian walkway from vehicular traffic.Both bridges require preventive maintenance due to deterioration of the bridge concrete decks,joint seals,barrier railings,and will require repainting of the existing steel box girders as recommended in the Caltrans Bridge Inspection Records Information System (BIRIS)reports;the City of South San Francisco Printed on 1/3/2025Page 1 of 4 powered by Legistar™303 File #:24-698 Agenda Date:1/8/2025 Version:1 Item #:13. girders as recommended in the Caltrans Bridge Inspection Records Information System (BIRIS)reports;the BIRIS report indicated light to moderate rust is present on the exposed steel surfaces,with the paint system exhibiting distresses throughout,and there are areas of peeling,fading,and chalking throughout the superstructure.Since preventive maintenance work will occur adjacent to and above railway tracks, encroachment permit agreements with the railway entities will be required.In addition,since the project is funded through the Highway Bridge Program’s (HBP)BPMP,environmental clearances will be required for the National Environmental Protection Act (NEPA) as well as the California Environmental Quality Act (CEQA). The City has already programmed the project through the Highway Bridge Program which was approved and funds accepted by City Council on April 10,2024,through a Program Supplemental Agreement.The railway encroachment agreements will need to be coordinated and secured to obtain the right-of-way certification, environmental documents,along with the final design plans to Caltrans prior to submitting a Request for Authorization for construction funding request before proceeding into the construction phase of the project. BRIDGE NO.DESCRIPTION NOTES #35C0148L Grand Avenue Bridge (westward direction) Design Phase starts January 2025 #35C0148R Grand Avenue Bridge (eastward direction) Design Phase starts January 2025 The design phase is expected to have a project duration of approximately two years with the objective of going into construction in 2027. SCOPE OF WORK The project will involve conducting and coordinating specified tasks such as project management,preliminary engineering studies,surveys,mapping,environmental studies documentation,utility coordination,design, construction phase authorization,and bid support.The design tasks are anticipated to be performed between the design contract Notice to Proceed date in January 2025,and the Ready to Advertise for Construction date in January 2027. RFP PROCUREMENT Staff issued a Request for Proposals (RFP)through the OpenGov website on August 2,2024.To promote advertising,staff contacted various engineering firms from the City’s On-Call consultant list in addition to others.There were 26 firms that downloaded the advertised RFP.Proposals were due on September 6,2023, with three (3) consulting firms submitting their propositions. Three (3)consulting firms were invited for interviews that were scheduled for October 10,2024.The interview panel consisted of three (3) Engineering staff members, comprised of senior engineers and a principal engineer. The interview panelists scored the presentation in the following areas: 1.Knowledge and Understanding:Demonstrated understanding of the RFP objectives and work requirements.Identification of key issues.Knowledge,approach and understanding of the required City of South San Francisco Printed on 1/3/2025Page 2 of 4 powered by Legistar™304 File #:24-698 Agenda Date:1/8/2025 Version:1 Item #:13. requirements.Identification of key issues.Knowledge,approach and understanding of the required services and scope of work. 2.Management Approach and Staffing Plan:Qualifications of project staff (particularly key personnel such as the project manager),key personnel’s level of involvement in performing related work and the team’s experience in maintaining schedule. 3.Qualifications of the Project Manager:Experience with similar projects and proven track record of success with an in-depth knowledge of Caltrans procedures. 4.Qualifications of the Proposer Firm:Experience with similar projects.Technical experience in performing work related to type of services;capabilities of developing innovative or advanced techniques; strength and stability of the firm;technical experience and strength and stability of proposed subconsultants;experience navigating through the Caltrans procedures;and demonstrated communications quality and success. 5.Effectiveness of Interview /Presentation:An understanding of key challenges of the project along with a planned approach to engineering of the overall project. On average, the interview was scored by the panel members as follows: Knowledge and Understanding (30 points) Management Approach and Staffing Plan (30 points) Qualifications of Project Manager (10 points) Qualifications of proposer firm and consultant team (15 points) Effectiveness of Interview (15 points) Average Score Biggs Cardosa 26.7 28 9.3 13.3 13 90.3 Mark Thomas 23.7 26.7 10 15 11.3 86.7 MNS 20 25.3 10 11.3 13.3 79.9 The following is a summary of the negotiated consultant fee proposal: Consultant Fee Biggs Cardosa Associates, Inc.$637,504 10% Contingency $63,750 TOTAL $701,254 Based on the knowledge and technical understanding of the project,staff recommend Biggs Cardosa Associates,Inc.,to begin preparing the PS&E phase for the project.Additionally,Biggs Cardosa Associates, Inc. has a proven track record of successfully delivering projects for the City in the past. Biggs Cardosa is a California corporation established in 1986 that has become one of the leading bridge engineering firms in the state.They specialize in BPMP and HBP-funded bridge projects,and have a wealth of experience in bridge inspections,developing bridge preventive maintenance programs,working on multi-year City of South San Francisco Printed on 1/3/2025Page 3 of 4 powered by Legistar™305 File #:24-698 Agenda Date:1/8/2025 Version:1 Item #:13. experience in bridge inspections,developing bridge preventive maintenance programs,working on multi-year bridge maintenance plans for various public agencies throughout California,as well as providing complete engineering design and environmental clearance for identified bridge deficiencies and advancing such projects to the construction phases. FISCAL IMPACT The Highway Bridge Program is providing the City with an amount of $592,000 for fiscal year 2024-25 as shown in the table below.The project is included in the City of South San Francisco’s fiscal year 2024-25 Capital Improvement Program and there are sufficient funds to award the Consulting Services Agreement. Funding for the PS&E Phase of the project will be comprised of the Highway Bridge Program award in the amount of $592,000 with a City match of $148,000 from Infrastructure Reserves.It should also be noted that $148,000 in budget appropriations from Citywide Traffic Impact Fees will be removed from the project budget since its use is not applicable for rehabilitation-related projects. FUNDING SOURCE AMOUNT PURPOSE Highway Bridge Program (HBP) $592,000 Design Phase Infrastructure Reserves $148,000 Local Match Infrastructure Reserves $88,000 Project Management / Contingency Total $828,000 RELATIONSHIP TO STRATEGIC PLAN Approval of this action will contribute to the City’s Strategic Plan goal of improved Quality of Life by providing a safe,convenient,and accessible transportation network that is well-connected to the region through the maintenance of the City’s Grand Avenue Bridges Project. CONCLUSION Staff recommends that the City Council of the City of South San Francisco adopt a resolution awarding a Consulting Services Agreement to Biggs Cardosa Associates,Inc.of San Jose,California for preliminary engineering,environmental,and design services (Plans,Specifications,and Estimate,PS&E)for the Grand Avenue Bridges Project (st1804)in an amount not to exceed $701,254;approve Budget Amendment Number 25.030 to remove $148,000 in Citywide Traffic Impact Fees from the project budget;and authorize the City Manager to execute the consulting services agreements. Attachments: 1.Grand Avenue Bridges Location Map City of South San Francisco Printed on 1/3/2025Page 4 of 4 powered by Legistar™306 GRAND AVE BRIDGES PROJECT US 101 El Camino Real Interstate 280 ATTACHMENT 1 307 Grand Avenue Bridges Project City Council Meeting January 8, 2025 Government Code Section 54957.5 SB 343 Item Agenda: 01/08/2025 REG CC Item 13 308 309 Historical Background Built in 1984 Steel Box Girders Composite Concrete Deck Two 22 -foot lanes 6-foot Pedestrian Walkway 310 Bridge Preventative Maintenance Program BPMP helps extend lifespan of bridges through funding support Caltrans inspects every two years Bridge Inspection Records Information System reports 311 Request for Proposals Procurement RFP advertised August 2, 2024 Proposals submitted on September 6, 2024 Total of 3 proposals received 312 INTERVIEW SCORE RESULTS 90 / 100 87 / 100 80 / 100 1 2 3 313 Consultant Fee and Schedule Contract Award Contract Executed Start Date (February 2025) Completion Date (December 2026) Biggs Cardosa Associates Fee $637,504.00 Contract Contingency (10%)$63,750.00 Total Estimated Contract Costs $701,254.00 314 Highway Bridge Program Grant* $592,000 Infrastructure Reserves $236,000 Grant Funding Governmental Funding PROJECT BUDGET $828,000 FUNDING & BUDGET 8 *Federal funding for reimbursement provided with the execution of Program Supplemental Agreement No. F033 315 Thank You 316 Backup Slides 317 INTERVIEW SCORING BASIS 2 Knowledge & Understanding – 30 pts Management Approach & Staffing – 30 pts Qualifications of Project Manager – 10 pts Qualifications of the Firm – 15 pts Effectiveness of Interview – 15 pts 318 Interview Interview Panel: •Principal Engineer •1 Senior Engineer •1 Associate Engineer The firm was scored upon the following topics: •Knowledge and Understanding •Management Approach and Staffing •Qualifications of the Project Manager •Qualifications of the Proposer Firm •Effectiveness of the interview B7 319 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-1084 Agenda Date:1/8/2025 Version:1 Item #:13a. Resolution awarding a Consulting Services Agreement to Biggs Cardosa Associates,Inc.of San Jose, California for preliminary engineering,environmental,and design services (Plans,Specifications,and Estimate (PS&E))for the Grand Avenue Bridges Project (st1804)in an amount not to exceed $701,254.00;and approve Budget Amendment Number 25.030 to remove $148,000 in Citywide Traffic Impact Fees from the project budget; and authorize the City Manager to execute the Consulting Services Agreement.. WHEREAS,the City Council of the City of South San Francisco adopted the 2024-25 Capital Improvement Program (CIP)which includes Project No.st1804 for the Grand Avenue Bridges Project partially funded by the Highway Bridge Program (HBP) Grant; and WHEREAS,the Project proposes rehabilitation repairs as identified in the Caltrans Bridge Inspection Reports through the Bridge Preventive Maintenance Program (BPMP); and WHEREAS,the Project requires professional consulting services for the engineering,environmental, regulatory agency permitting, design, construction management, and other related services; and WHEREAS,staff advertised and received proposals on September 6,2024 from three (3)well-qualified,multi- disciplinary,and accomplished professional consulting firms offering all-inclusive engineering services required for the Project; and WHEREAS,after reviewing the proposals,staff invited all three (3)consulting firms for interviews held on October 10, 2024; and WHEREAS,the proposal review panel consisted of members from the City’s Public Works Department, comprised of the City’s Principal Civil Engineer,the City’s Senior Civil Engineer,and the City’s Associate Civil Engineer; and WHEREAS,the proposal review panel has determined that Biggs Cardosa Associates,Inc.and its team have presented the most qualified and experienced team for the City’s project; and WHEREAS,the selection of consulting services is not based on the lowest bidder,but on the firm’s expertise, knowledge, and experience with similar BPMP projects; and WHEREAS,the Consultant’s contract cost includes:$637,504 for Consultant Fee;and $63,750 for ConsultantCity of South San Francisco Printed on 1/13/2025Page 1 of 2 powered by Legistar™320 File #:24-1084 Agenda Date:1/8/2025 Version:1 Item #:13a. WHEREAS,the Consultant’s contract cost includes:$637,504 for Consultant Fee;and $63,750 for Consultant Contingency (10%); and WHEREAS,the Citywide Traffic Impact Fees in the amount of $148,000 will be removed from the project through Budget Amendment Number 25.030. NOW,THEREFORE,BE IT RESOLVED,that the City Council of South San Francisco that the City Council hereby authorizes a Consulting Services Agreement with Biggs Cardosa Associates,Inc.,attached herewith as Exhibit A,attached hereto and incorporated herein,for engineering consulting services for the Grand Avenue Bridges Project in an amount not to exceed $701,254. BE IT FURTHER RESOLVED that the City Council hereby authorizes: 1.)The City Manager to execute the Consulting Services Agreement with Biggs Cardosa Associates,Inc.of San Jose, California. 2.)The City Manager to utilize unspent amounts of the total Project budget,if necessary,towards additional consultant contingency budget. 3.)Approval of Budget Amendment Number 35.030. 4.)The City Manager to take any other related actions consistent with the intention of the Staff Report and Resolution that do not materially increase the City’s obligations on behalf of the City Council,and subject to approval as to form by the City Attorney. ***** City of South San Francisco Printed on 1/13/2025Page 2 of 2 powered by Legistar™321 Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and _______________ Page 1 of 22 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND NAME OF CONSULTANTS (for use on Local projects) THIS AGREEMENT for consulting services (“Agreement”) is made by and between the City of South San Francisco (“City”) and _______________ (“Consultant”) (together sometimes referred to as the “Parties”) as of _______________ (the “Effective Date”). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, 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. The approved Consultant’s Cost Proposal is attached as Exhibit B and incorporated herein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, or Exhibit B, the Agreement shall prevail. 1.1 Performance Period. The term of this Agreement shall begin on the Effective Date and shall end on _______________, 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. Any recommendation for an agreement award is not binding on the City until the agreement is fully executed and approved by the City.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 City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Sections 1.1 and 1.2 above and to satisfy Consultant’s obligations hereunder. Section 2. COMPENSATION. The method of payment for this Agreement will be based on actual costs. The total amount payable by the City shall not exceed ________________. The payments specified herein shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. 322 Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and _______________ Page 2 of 22 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 Actual Costs. The City will reimburse Consultant for actual costs (including labor costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by Consultant in performance of the work. Consultant will not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and other estimated costs set forth in the approved Consultant’s Cost Proposal (Exhibit B), unless additional reimbursement is provided for by Agreement amendment pursuant to Section 8.3. In no event, will Consultant be reimbursed for overhead costs at a rate that exceeds the City’s approved overhead rate set forth in the Cost Proposal (Exhibit B). Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved Cost Proposal (Exhibit B). In the event, that the City determines that a change to the work from that specified in the Cost Proposal (Exhibit B) and Agreement is required, the Agreement time or actual costs reimbursable by the City shall be adjusted by Agreement amendment, pursuant to Section 8.3 to accommodate the changed work. When milestone cost estimates are included in the approved Cost Proposal (Exhibit B), Consultant shall obtain prior written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such cost estimate. 2.2 Invoices. Invoices shall be submitted, in duplicate, no later than thirty (30) calendar days after the performance of work for which Consultant is billing. Consultant shall submit invoices, not more often than once per month during the term of this Agreement, based on the costs for services performed and incurred prior to the invoice date. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the Cost Proposal (Exhibit B) and shall reference this Agreement, SSF CIP project number and project title. Invoices shall be mailed to the City’s Contract Administrator at the following address: Department of Public Works – Engineering Division City of South San Francisco 315 Maple Ave South San Francisco, CA 94080 2.3 Monthly Payment. Consultant will be reimbursed promptly according to California Regulations upon receipt by the City’s Contract Administrator of itemized invoices in 323 Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and _______________ Page 3 of 22 duplicate. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. Progress payments will be made monthly in arrears based on services provided and allowable incurred costs. A pro rata portion of Consultant’s fixed fee will be included in the monthly progress payments. If Consultant fails to submit the required deliverable items according to the schedule set forth in Scope of Work (Exhibit A), the City shall have the right to delay payment or terminate this Agreement. 2.4 Final Payment. City shall pay the last ten percent (10%) of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.5 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever 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. 2.6 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto and incorporated herein as Exhibit B. 2.7 Payment of Taxes, Tax Withholding. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. To be exempt from tax withholding, Consultant must provide City with a valid California Franchise Tax Board form 590 (“Form 590”), as may be amended and such Form 590 shall be attached hereto and incorporated herein as Exhibit ____. Unless Consultant provides City with a valid Form 590 or other valid, written evidence of an exemption or waiver from withholding, City may withhold California taxes from payments to Consultant as required by law. Consultant shall obtain, and maintain on file for three (3) years after the termination of this Agreement, Form 590s (or other written evidence of exemptions or waivers) from all subcontractors. Consultant accepts sole responsibility for withholding taxes from any non- California resident subcontractor and shall submit written documentation of compliance with Consultant’s withholding duty to City upon request. . 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 324 Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and _______________ Page 4 of 22 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. 2.10 Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes of laborers, workmen, or mechanics on the work contemplated by this Agreement, shall be not less than the prevailing rate for a day’s work in the same trade or occupation in the locality within the state where the work hereby contemplates to be performed as determined by the Director of Industrial Relations pursuant to the Director’s authority under Labor Code Section 1770, et seq. Each laborer, worker or mechanic employed by Consultant or by any subcontractor shall receive the wages herein provided for. The Consultant shall pay two hundred dollars ($200), or whatever amount may be set by Labor Code Section 1775, as may be amended, per day penalty for each worker paid less than prevailing rate of per diem wages. The difference between the prevailing rate of per diem wages and the wage paid to each worker shall be paid by the Consultant to each worker. An error on the part of an awarding body does not relieve the Consultant from responsibility for payment of the prevailing rate of per diem wages and penalties pursuant to Labor Code Sections 1770 1775. The City will not recognize any claim for additional compensation because of the payment by the Consultant for any wage rate in excess of prevailing wage rate set forth. The possibility of wage increases is one of the elements to be considered by the Consultant. a. Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not attached hereto pursuant to Labor Code Section 1773.2, the Consultant shall post at appropriate conspicuous points at the site of the project a schedule showing all determined prevailing wage rates for the various classes of laborers and mechanics to be engaged in work on the project under this contract and all deductions, if any, required by law to be made from unpaid wages actually earned by the laborers and mechanics so engaged. b. Payroll Records. Each Consultant and subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the Consultant in connection with the public work. Such records shall be certified and submitted weekly as required by Labor Code Section 1776.” Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. 325 Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and _______________ Page 5 of 22 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. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide Certificates of Insurance, attached hereto and incorporated herein as Exhibit C, 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). 4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by 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) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator (as defined in Section 10.9). The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) 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 326 Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and _______________ Page 6 of 22 there from, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 or GL 0002 (most recent editions) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9. No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. 4.3 Professional Liability Insurance. 4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals’ errors and omissions. Any deductible or self-insured retention shall not exceed ONE HUNDRED FIFTY THOUSAND DOLLARS $150,000 per claim. 4.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant’s sole cost and 327 Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and _______________ Page 7 of 22 expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City 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 copies of all policies delivered to Consultant by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 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 or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. 328 Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and _______________ Page 8 of 22 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. Further, if the Consultant’s insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self-insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self-insured retention required to be paid as a precondition to the insurer’s liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self-insured retention and also must disclose the deductible. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant 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 Subcontractors. 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 Wasting Policy. No insurance policy required by Section 4 shall include a “wasting” policy limit. 4.4.8 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the City’s interests are otherwise fully protected. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; 329 Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and _______________ Page 9 of 22 b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. To the fullest extent permitted by law, Consultant shall 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 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 hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. 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. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all 330 Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and _______________ Page 10 of 22 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 No 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 or to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals, including from City, of 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. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. 331 Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and _______________ Page 11 of 22 Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon not less than thirty (30) calendar days written notification to Consultant (delivered by certified mail, return receipt requested). Upon termination, City shall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not, and in accordance with Section 9.1. Consultant may cancel this Agreement for cause upon 30 days’ written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the date of notice of termination as provided for in this Agreement; City, however, may condition payment of such compensation upon Consultant delivering to City all materials described in Section 9.1. City may temporarily suspend this Agreement, at no additional cost to City, provided that Consultant is given written notice (delivered by certified mail, return receipt requested) of temporary suspension. If City gives such notice of temporary suspension, Consultant shall immediately suspend its activities under this Agreement. A temporary suspension may be issued concurrent with the notice of termination provided for in this section. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not assign or subcontract any portion of the performance contemplated and provided for herein, other than to the 332 Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and _______________ Page 12 of 22 subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.4.1 Subcontracting A. Nothing contained in this contract or otherwise, shall create any contractual relation between LOCAL AGENCY and any subconsultant(s), and no subcontract shall relieve CONSULTANT of its responsibilities and obligations hereunder. CONSULTANT agrees to be as fully responsible to LOCAL AGNECY for the acts and omissions of its subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by CONSULTANT. CONSULTANT’s obligation to pay its subconsultant(s) is an independent obligation from LOCAL AGENCY”s obligation to make payments to the CONSULTANT. B. CONSULTANT shall perform the work contemplated with resources available within its organization and no portion of the work pertinent to this contract shall be subcontracted without written authorization by LOCAL AGENCY’s Contract Administrator, except that, which is expressly identified in the approved Cost Proposal. C. CONSULTANT shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to CONSULTANT by LOCAL AGENCY. D. Any subcontract in excess of $25,000 entered into as a result of this contract shall contain all the provisions in this contract to be applicable to subconsultants. E. Any substitution of subconsultant(s) must be approved in writing by LOCAL AGENCY’s Contract Administrator prior to the start of work by the subconsultant(s). 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. Notwithstanding any provisions of this Agreement, Consultant shall not be relieved of liability to City for damages sustained by City by virtue of any breach of this Agreement by Consultant, and City may withhold any payments due to Consultant until such time as the exact amount of damages, if any, due City from Consultant is determined. If Consultant materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 333 Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and _______________ Page 13 of 22 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. 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 by law. 9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. 9.3.1 Retention of Records/Audit For the purpose of determining compliance with Public Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and other matters connected with the performance of the contract pursuant to Government Code 8546.7; Consultant, subconsultants, and City shall maintain and make available for inspection all books, documents, papers, accounting records, Independent CPA Audited Indirect Cost Rate workpapers and other 334 Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and _______________ Page 14 of 22 evidence pertaining to the performance of the contract, including but not limited to, the costs of administering the contract. All parties, including the Consultant’s Independent CPA, shall make such materials available at their respective offices at all reasonable times during the term of the Agreement and for three years from the date of final payment under the Agreement. The state, State Auditor, City, FHWA, or any duly authorized representative of the Federal Government having jurisdiction under Federal laws or regulations (including the basis of Federal funding in whole or in part) shall have access to any books, records, and documents of Consultant, Subconsultants, and the Consultant;s Independent certified public accountants (CPA) work papers that are pertinent to the Agreement and indirect cost rates (ICR) for audit, examinations, workpaper review, excerpts, and transactions, and copies thereof shall be furnished without limitation. Subcontracts in excess of $25,000 shall contain the provision. 9.3.2 Audit Review Procedures. A. Any dispute concerning a question of fact arising under an interim or post audit of this contract that is not disposed of by agreement, shall be reviewed by City’s Finance Director. B. Not later than 30 days after issuance of the final audit report, Consultant may request a review by City’s Finance Director of unresolved audit issues. The request for review will be submitted in writing. C. Neither the pendency of a dispute nor its consideration by City will excuse Consultant from full and timely performance, in accordance with the terms of this Agreement. 9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals . All responses to a Request for Proposals (RFP) or invitation to bid issued by the City become the exclusive property of the City. At such time as the City selects a bid, all proposals received become a matter of public record, and shall be regarded as public records, with the exception of those elements in each proposal that are defined by Consultant and plainly marked as “Confidential,” "Business Secret" or “Trade Secret." The City shall not be liable or in any way responsible for the disclosure of any such proposal or portions thereof, if Consultant has not plainly marked it as a "Trade Secret" or "Business Secret," or if disclosure is required under the Public Records Act. Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information that a prospective bidder submits is a trade secret. If a request is made for information marked "Trade Secret" or "Business Secret," and the requester takes legal action seeking release of the materials it believes does not constitute trade secret information, by submitting a proposal, Consultant agrees to indemnify, defend and hold harmless the City, its agents and employees, from any judgment, fines, penalties, and 335 Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and _______________ Page 15 of 22 award of attorneys fees awarded against the City in favor of the party requesting the information, and any and all costs connected with that defense. This obligation to indemnify survives the City's award of the contract. Consultant agrees that this indemnification survives as long as the trade secret information is in the City's possession, which includes a minimum retention period for such documents. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including arbitration or an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County San Mateo or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. 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. During the term of this Agreement, the Consultant shall disclose any financial, business, or other relationship with City that may have an impact upon the outcome of this Agreement or any ensuing City construction project. The Consultant shall also list current clients who may have a financial interest in the outcome of this Agreement or any ensuing City construction project which will follow. Consultant certifies that it has disclosed to City any actual, apparent, or potential conflicts of interest that may exist relative to the services to be provided pursuant to this Agreement. Consultant agrees to advise City of any actual, apparent or potential conflicts of interest that may develop subsequent to the date of execution of this Agreement. Consultant further agrees to complete any statements of 336 Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and _______________ Page 16 of 22 economic interest if required by either City ordinance or State law. The Consultant hereby certifies that it does not now have nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement. The Consultant hereby certifies that the Consultant or subconsultant and any firm affiliated with the Consultant or subconsultant that bids on any construction contract or on any Agreement to provide construction inspection for any construction project resulting from this Agreement, has established necessary controls to ensure a conflict of interest does not exist. An affiliated firm is one, which is subject to the control of the same persons, through joint ownership or otherwise. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve (12) months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by _________________ ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if personally delivered; (ii) when received if transmitted by telecopy, if received during normal business hours on a business day (or if not, the next business day after delivery) provided that such facsimile is legible and that at the time such facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); 337 Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and _______________ Page 17 of 22 and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows: Consultant ___________________________ ___________________________ ___________________________ ___________________________ City: City Clerk City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including all Exhibits attached hereto, and incorporated herein, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral pertaining to the matters herein. 10.13 Counterparts. This Agreement may be executed in counterparts and/or by facsimile or other electronic means, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterpart, shall constitute one Agreement, which shall be binding upon and effective as to all Parties.. 10.14 Construction. The headings in this Agreement are for the purpose of reference only and shall not limit or otherwise affect any of the terms of this Agreement. The parties have had an equal opportunity to participate in the drafting of this Agreement; therefore any construction as against the drafting party shall not apply to this Agreement. 10.15 No Third Party Beneficiaries. This Agreement is made solely for the benefit of the Parties hereto with no intent to benefit any non-signatory third parties. 338 Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and _______________ Page 18 of 22 10.16 Cost Principles and Administrative Requirements. a. Consultant agreed that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the cost allowability of individual items. b. Consultant also agrees to comply with federal procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. c. Any costs for which payment has been made to Consultant that are determined by subsequent audit to be unallowable under 49 CFR, Part 31 or 2 CFR Part 200 are subject to repayment by Consultant to City. d. When a Consultant or Subconsultant is a Non-Profit Organization or an Institute of Higher Education, the Cost Principles for Title 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards shall apply.. 10.17 State Prevailing Wage Rates. The State of California’s General Prevailing Wage Rates are not applicable to this contract. 10.18 Rebates, Kickbacks or Other Unlawful Consideration. Consultant warrants that this Agreement was not obtained or secured through rebates, kickbacks or other unlawful consideration, either promised or paid to any City employee. For breach or violation of this warranty, City shall have the right in its discretion; to terminate the Agreement without liability; to pay only for the value of the work actually performed; or to deduct from the total compensation stated in this Agreement; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. 10.19 Non-Discrimination and Statement of Compliance. a. Consultant’s signature affixed herein, and dated, shall constitute a certification under penalty of perjury under the laws of the State of California that Consultant has, unless exempt, complied with the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. b. During the performance of this Agreement, Consultant and its subconsultants shall not deny the Agreement’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran statusshall Consultant and subconsultants shall insure that the evaluation and treatment of their 339 Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and _______________ Page 19 of 22 employees and applicants for employment are free from such discrimination and harassment. c. Consultants and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated there under (2 CCR §11000 et seqCalifornia Code of Regulations, Title 2, Section 7285 et seq.), the provisions of Gov. Code §§11135-11139.5, and the regulations or standards adopted by the City to implement such article. The applicable regulations of the Fair Employment and Housing Commission implementing Government Code §12990 (a-f), set forth 2 CCR §§8100-8504set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Contract Agreement by reference and made a part hereof as if set forth in full. d. Consultant shall permit access by representatives of the Department of Fair Employment and Housing and the City upon reasonable notice at any time during the normal business hours, but in no case less than twenty-four (24) hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or the City shall require to ascertain compliance with this clause. e. Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. f. Consultant shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this Agreement. g. The Consultant shall comply with regulations relative to Title VI (nondiscrimination in federally-assisted programs of the Department of Transportation – Title 49 Code of Federal Regulations, Part 21 – Effectuation of Title VI of the 1964 Civil Rights Act). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the State of California shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance of their assignees and successors in interest. h. The Consultant, with regard to the work, performed by it during the Agreement shall act in accordance with Title VI. Specifically, the Consultant shall not discriminate on the basis of race, color, national origin, religion, sex, age, or disability in selection and retention of Subconsultants, including procurement of materials and leases of equipment. The Consultant shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the U.S. DOT’s Regulations, including employment practices when the Agreement covers a program whose goal is employment. 10.20 Debarment and Suspension Certification. 340 Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and _______________ Page 20 of 22 a. Consultant’s signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that Consultant or any person associated therewith in the capacity of owner, partner, director, officer or manager: 1. Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; 2. Has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; 3. Does not have a proposed debarment pending; and 4. Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. b. Any exceptions to this certification must be disclosed to City. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining Consultant responsibility. Disclosures must indicate to whom exceptions apply, initiating agency, and dates of action. c. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal Highway Administration. 10.21 Equipment Purchase and Other Capital Expenditures. a. Prior authorization in writing by City’s Contract Administrator shall be required before Consultant enters into any unbudgeted purchase order, or subcontract exceeding five thousand dollars ($5,000) for supplies, equipment, or Consultant services. Consultant shall provide an evaluation of the necessity or desirability of incurring such costs. b. For purchase of any item, service, or consulting work not covered in Consultant’s approved Cost Proposal and exceeding five thousand dollars ($5,000), with prior authorization by City’s Contract Administrator, three competitive quotations must be submitted with the request, or the absence of bidding must be adequately justified. c. Any equipment purchased with funds provided under the terms of this Agreement is subject to the following: 1. Consultant shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of five thousand dollars ($5,000) or more. If the purchased equipment needs replacement and is sold or traded in, City shall receive a proper refund or credit at the conclusion of the Agreement, or if the Agreement is terminated, Consultant may either keep the equipment and credit 341 Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and _______________ Page 21 of 22 City in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established City procedures; and credit City in an amount equal to the sales price. If Consultant elects to keep the equipment, fair market value shall be determined at Consultant’s expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by City and Consultant, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by City. 2. Regulation 2 CFR Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than five thousand dollars ($5,000) is credited to the project. The Parties have executed this Agreement as of the Effective Date. 342 Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and _______________ Page 22 of 22 CITY OF SOUTH SAN FRANCISCO Consultants ____________________________ _____________________________________ City Manager NAME: TITLE: Attest: _____________________________ City Clerk Approved as to Form: ____________________________ City Attorney 2729962.1 343 EXHIBIT A SCOPE OF WORK 344 EXHIBIT B COST PROPOSAL 345 EXHIBIT C INSURANCE CERTIFICATES 346 EXHIBIT D FORM 590 347 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-709 Agenda Date:1/8/2025 Version:1 Item #:14. Report regarding an ordinance establishing a permit process for single room occupancy hotel closures, redevelopments,or changes of use including noticing and relocation benefits for residents.(Pierce Abrahamson, Management Analyst II) RECOMMENDATION Staff recommend that the City Council consider adopting an urgency ordinance and introducing a regular ordinance establishing a permit process for single room occupancy (SRO)hotels proposed to be converted, demolished,and/or redeveloped.The intention of this policy is to establish streamlined administrative processes for the City to enforce noticing and relocation benefit requirements for residents displaced if/when this housing type changes use. BACKGROUND South San Francisco is home to a unique type of naturally occurring affordable housing -SRO hotels.SRO hotels are residential properties where individual tenants rent small,single rooms with shared bathrooms and often shared kitchens.Single room occupancy hotels provide naturally occurring affordable housing for lower-income households,usually renting for $700 to $1,200 per room,per month.At this rent rate,this housing type is affordable to extremely low-income individuals without requiring an additional rent subsidy. For comparison,market rents as of December 2024 for studio and one-bedroom apartments in South San Francisco are $1,795 and $2,500 per month respectively according to Zillow.Consequently,SRO hotels play a critical role in preserving affordable housing in the City,which currently has a rental housing shortage of 560 housing units affordable to households making under $50,000. When an SRO hotel closes due to conversion or redevelopment,its residents are displaced and may face significant obstacles finding replacement permanent housing.In South San Francisco,this type of housing is vulnerable to closure and redevelopment due to changing market conditions and the age of the buildings.As SRO owners seek to sell or redevelop these properties,residents are increasingly faced with the challenge of finding limited affordable housing options. SRO Hotels in South San Francisco South San Francisco is home to at least seven SRO hotels,comprising of over 220 naturally occurring affordable SRO units.Two of these properties are currently listed for sale on the open market,one of which is protected by affordability covenants that expire in 2031 and the other unrestricted. Known SRO Inventory List - Updated December 2024 Property Name Property Address Number of Units Status Metropolitan Hotel 220 Linden Ave 68 Active; deed restricted affordable housing with City loan; listed for sale. Industrial Hotel 505 Cypress Ave 29 Active; operator unknown. S & L Hotel 400 Miller Ave 29 Active; listed for sale. 146 Gardiner Ave 146-150 Gardiner Ave 21 Sold in 2022; code enforcement actions beginning in 2023/2024. The Grand Hotel 731 Airport Blvd Approx. 57 Active. Alphonse Hotel 108 Grand Ave 19 Active, but all units are currently vacant. Atlas Hotel 322 Grand Ave Unknown Converted to tourist hotel, but still allows long term stays. City of South San Francisco Printed on 1/3/2025Page 1 of 7 powered by Legistar™348 File #:24-709 Agenda Date:1/8/2025 Version:1 Item #:14.Known SRO Inventory List - Updated December 2024 Property Name Property Address Number of Units Status Metropolitan Hotel 220 Linden Ave 68 Active; deed restricted affordable housing with City loan; listed for sale. Industrial Hotel 505 Cypress Ave 29 Active; operator unknown. S & L Hotel 400 Miller Ave 29 Active; listed for sale. 146 Gardiner Ave 146-150 Gardiner Ave 21 Sold in 2022; code enforcement actions beginning in 2023/2024. The Grand Hotel 731 Airport Blvd Approx. 57 Active. Alphonse Hotel 108 Grand Ave 19 Active, but all units are currently vacant. Atlas Hotel 322 Grand Ave Unknown Converted to tourist hotel, but still allows long term stays. General Plan & Housing Element Policies The City adopted a comprehensive update to the General Plan (GP)in 2022 and received State certification for its 2023-2031 Housing Element.As stated in the General Plan,the City’s housing priorities include new housing production while preserving affordable housing and protecting vulnerable residents from housing instability and displacement.The proposed policies addressing SRO displacement help achieve the goals outlined in the Housing Element and General Plan.Specifically,the proposed ordinances contribute to the following policy goals identified in implementing the Fair Housing Plan in the City’s certified Housing Element: ·Policy EQ-3:Support residents who are at-risk of being displaced.Reduce the rate of evictions and support low-income residents who are at risk of being displaced. (GP) ·Policy EQ-8:Protect existing residents from displacement in areas of lower or moderate opportunity and concentrated poverty and preserve housing choices and affordability. (FHAP) ·Program PRSV-5.2 Assist Tenants at risk of Displacement:The City shall assist tenants displaced by the conversion of at-risk units by providing information about tenants’rights,providing referrals to relevant social service providers,endeavoring to establish a funding source to assist nonprofit organizations that support tenants, and facilitating other support as appropriate. While the intention of developing a permit process to secure noticing and relocation benefits for residents being displaced from SROs is not to prevent redevelopment or conversion of those properties,this sort of policy can be viewed as an anti-displacement effort.The goal is to lessen the financial,emotional,and familial impact of an eviction from a naturally affordable housing unit into,most-likely,a market rate housing environment.In this way,the proposed policies are an anti-displacement measure,aimed at addressing the causes and impacts of residential displacement. Relationship to Anti-Displacement Roadmap While the City continues to pursue its Commercial and Residential Anti-Displacement Roadmap,the City City of South San Francisco Printed on 1/3/2025Page 2 of 7 powered by Legistar™349 File #:24-709 Agenda Date:1/8/2025 Version:1 Item #:14. While the City continues to pursue its Commercial and Residential Anti-Displacement Roadmap,the City Council has directed staff to bring forward more urgent policies and not to wait for the conclusion of the multi -year Roadmap preparation if the policies are warranted in the immediate term.Due to recent code enforcement actions at an SRO,the listing of two SRO hotels for sale on the open market,and monitoring efforts at a deed restricted SRO property that has found it out of compliance with affordability restrictions,it is evident that a policy to address SRO conversion may be necessary in the near term,including as an interim urgency ordinance, and not at the conclusion of the Roadmap process. Benchmarking Research Staff conducted extensive research on existing policies in the region.In developing policies to address SRO conversion or redevelopment in South San Francisco,staff consulted with jurisdictions that have implemented similar measures and engaged with community-based organizations familiar with these housing types.Insights from these discussions were instrumental in crafting policies to address SRO hotel conversion. Single Room Occupancy Hotels San Diego Housing Commission A notable example of SRO regulation is by the San Diego Housing Commission (SDHC),which emphasizes tenant rights and the preservation of SRO units.The SDHC policy mandates the replacement of SRO hotel rooms that are demolished,converted,or rehabilitated,unless specific exemptions apply.The SDHC ensures compliance with these regulations and provides relocation benefits to displaced tenants.SDHC staff shared that this ordinance has effectively brought SROs into compliance,preventing their conversion into transient or tourist hotels and preserving affordable housing for vulnerable residents.One specific hotel,the Occidental Hotel,was sold to a developer in 2022.The developer intended to convert it into a tourist hotel.Under the SDHC policy,displaced residents received advance notice and relocation assistance,maintaining their access to affordable housing. San Francisco Staff also reviewed the Residential Hotel Conversion and Demolition Ordinance in San Francisco,designed to protect SRO units from conversion or demolition.This ordinance requires SRO hotel owners to log occupancy information daily and submit annual usage reports,alongside applying for permits for any property conversion or demolition.Additionally,it mandates a one-for-one replacement of units through new construction or in- lieu payments to San Francisco Residential Hotel Preservation Fund.Although the notice and relocation requirements in San Francisco are not very strong,the larger stock of SRO units (over 19,000 units)facilitates easier relocation within the City. DISCUSSION At this time,staff recommends adopting an urgency ordinance to address SRO hotels that amends the City’s Health and Welfare Ordinance,Chapter 8 of the South San Francisco Municipal Code.An urgency ordinance goes into effect immediately and can be adopted at a single meeting.This ensures the protections afforded by the ordinance are immediately applicable.Staff also recommend introducing a standard version of the ordinance.As Council is aware,a standard ordinance requires two readings and cannot go into effect earlier City of South San Francisco Printed on 1/3/2025Page 3 of 7 powered by Legistar™350 File #:24-709 Agenda Date:1/8/2025 Version:1 Item #:14. ordinance.As Council is aware,a standard ordinance requires two readings and cannot go into effect earlier than 30 days after adoption.The urgency ordinance will cover any regulated changes to existing SRO hotels while the standard ordinance process is completed. Both the urgency and regular ordinances are drafted to: 1.Define triggering events; 2.Define qualifying tenants; 3.Mandate substantial noticing before an SRO hotel is closed, demolished, and/or converted; 4.Establish relocation benefits for SRO hotel tenants; and 5.Develop a ministerial approval process for SRO hotel conversions.This would not include a ministerial approval of any new use,simply that the property is permitted to convert after having met the noticing and relocation requirements of the ordinances. Staff does not recommend requiring permanently preserving SRO hotels,as the policies in San Francisco and San Diego do by requiring unit for unit replacement or payment of in-lieu fees.What staff recommends is formalizing a process that maximizes protection for displaced tenants,the primary objective of which is to ensure vulnerable residents can remain in South San Francisco (if they would like to)and avoid displacement from the community at large. Triggering Events Staff recommend a Conversion Permit (the primary mechanism of enforcing the ordinance)is triggered when a property owner proposes any one of the following actions: 1.Conversion of the SRO from long-term housing to providing short-term stays; 2.Conversion of the current housing units to another use, such as office; 3.Conversion through vacancy, including holding a percentage of units vacant over the long term; and 4.Closure. The use of a unit for tourist and/or short-term use is also considered a conversion and would be captured under #1 above.Even though a housing unit may still serve a residential purpose,if a unit transforms from serving residents with long term leases (leases over 30 days)to a day-to-day basis,this is considered a conversion to short term use.Additionally,to prevent SRO hotel owners from coercing residents to vacate and deliberately keeping spaces empty to evade paying relocation benefits prior to closure,staff recommend defining vacancy for the purposes of triggering the Conversion Permit process.Specifically,if 25%or more of the rooms in an City of South San Francisco Printed on 1/3/2025Page 4 of 7 powered by Legistar™351 File #:24-709 Agenda Date:1/8/2025 Version:1 Item #:14. for the purposes of triggering the Conversion Permit process.Specifically,if 25%or more of the rooms in an SRO hotel remain uninhabited for over ninety consecutive days,without being due to a natural or physical disaster, this condition should be considered a conversion under the ordinance. Qualifying Tenants Staff propose that a qualifying tenant be defined as a resident residing in the SRO hotel for a period of longer than thirty consecutive days in the one-hundred-eighty-day period prior to the issuance of a notice of intent to apply for a Conversion Permit.This does not include short-term hotel guests who are individuals staying for a period of less than thirty consecutive days.This definition may be expanded to include the spouse,parents, children,and grandchildren of the legal resident when those people legally reside in the unit on the date of the application. Noticing Requirements Staff recommend SRO hotel owners be required to provide notices to tenants throughout the Conversion Permit process.Specifically,the ordinances are drafted to require Owners to notify qualifying residents of the following events or triggers: ·The intent to apply for a Conversion Permit; ·Informational meeting(s), with one meeting minimum required for the SRO Conversion Permit; ·No sooner than 12 months after the intent to apply for a Conversion Permit,the approval of the Conversion Permit Application; ·The approval of a relocation impact report; and ·No sooner than 12 months after the approval of the Conversion Permit Application,the termination of residency would be given. Relocation Benefits While it does not permanently preserve SRO hotels,a requirement to pay relocation benefits seeks to formalize a process that maximizes protections for displaced tenants.The primary objective of relocation benefits is to ensure that vulnerable residents can remain in South San Francisco and avoid displacement from the community at large. The ordinances are drafted to provide the following relocation benefits,informed by research into best practices ·Noticing (as described above); ·Mandating a relocation impact report to identify adequate replacement for displaced residents and City of South San Francisco Printed on 1/3/2025Page 5 of 7 powered by Legistar™352 File #:24-709 Agenda Date:1/8/2025 Version:1 Item #:14. identify relocation costs; ·Use of a "relocation counselor"to aid residents who are in search of alternative housing,particularly subsidized housing; ·Payment of moving costs for personal belongings and first and last month's rent and security deposit at the identified alternative housing for all eligible residents; ·Payment of temporary lodging of up to six months, if necessary. The table below outlines the projected costs of providing relocation benefits for one displaced household seeking to rent a one-bedroom apartment in South San Francisco. Amount 6 months rent cash benefit $16,908 Security deposit $ 2,500 First and last month rent $ 5,636 Moving costs $ 1,850 Subscription to relocation counselor $ 500 TOTAL $27,394 SRO hotel owners may request a waiver of the relocation benefits specified in the relocation impact report in cases of bankruptcy or if the required relocation assistance exceeds reasonable costs for displaced residents. Approval Process for Conversions Staff propose to create a Conversion Permit process to monitor and enforce noticing requirements and relocation benefits for residents at risk of displacement.To receive an approved Conversion Permit,owners would have to provide a notice of intent to apply for a permit to all residents at their SRO hotel at least twelve months prior to the approval date of the permit. During this 12-month period, the owner would work diligently to complete the following steps. 1)Complete a Conversion Permit application form and pay a fee (to be established and incorporated into the Master Fee Schedule); 2)Prepare a relocation impact report; 3)Compile a list of all qualifying tenants. Staff propose that 12 months after the Conversion Permit has been granted,the owner could terminate the residential leases on the property. This Conversion Permit process could happen in parallel to an entitlement process for a new use,should that City of South San Francisco Printed on 1/3/2025Page 6 of 7 powered by Legistar™353 File #:24-709 Agenda Date:1/8/2025 Version:1 Item #:14. This Conversion Permit process could happen in parallel to an entitlement process for a new use,should that be the owner’s intent.However,staff recommend no permit for a new use,change of use,or demolition would be granted until all requirements of the Conversion Permit have been met. FISCAL IMPACT The implementation of the new permit requirement will lead to minor increased costs for the Planning and Housing Divisions.These additional expenses can be offset by new fees collected from permit applications once a corresponding amendment is made to the City’s Master Fee Schedule. CONCLUSION In August 2024,staff presented this policy framework to the Housing Standing Committee of the City Council and Planning Commission.The Housing Committee provided feedback that adopting it via an urgency ordinance may be necessary to avoid a gap between introducing the ordinance and its effective date.The Committee moreover advised providing noticing for the urgency ordinance,which were mailed out to property owners,managers,and residents on December 30,2024.Additionally,they advised providing relocation radius more generous than San Mateo County limits.This feedback was incorporated to allow for relocation assistance to another housing unit within a 30-mile radius,or up to 100-mile radius with the approval of the Director of the Department of Economic and Community Development. At this time,staff recommend the Council consider adopting an urgency ordinance in tandem with a regular ordinance for SRO hotels proposed to be converted,demolished,and/or redeveloped.The intention of the policies is to establish streamlined administrative processes for the City to enforce noticing and relocation benefit requirements for residents displaced from these housing types. City of South San Francisco Printed on 1/3/2025Page 7 of 7 powered by Legistar™354 Proposed Urgency and Permanent Ordinances for SRO Conversion Permits City Council January 8, 2025 Government Code Section 54957.5 SB 343 Item Agenda: 01/08/2025 REG CC Item 14 355 Background •Single Room Occupancy (SRO) Hotels are residential properties that rent out small, single rooms with shared communal facilities such as bathrooms and kitchens •SROs are naturally affordable to low-income households, typically renting for $700-$1200 monthly •Market Rate Comparison: $1,795 for studios and $2500 for one-bedroom apartments in South San Francisco •SRO building age and changing market conditions displacement risk for low-income tenants 356 Background (continued) •Prior staff studied displacement risk of SRO residents •Parallels the Anti-Displacement Roadmap; urgency to adopt ahead of two-year roadmap completion •Housing Standing Committee shared feedback in August •Peer jurisdictions have legislation to intervene in redevelopment to minimize resident displacement •Almost identical recommendations for mobile homes proposed —presentation highlighting differences to follow 357 Existing SRO Hotel Inventory Property Name Property Address Number Units Status Metropolitan Hotel 220 Linden Ave 68 Active; deed restricted affordable housing with City loan; listed for sale Industrial Hotel 505 Cypress Ave 29 Active; operator unknown S & L Hotel 400 Miller Ave 29 Active; listed for sale. 146 Gardiner Ave 146-150 Gardiner Ave 21 Sold in 2022; code enforcement actions in 2023/2024 The Grand Hotel 731 Airport Blvd Approx 57 Active Alphonse Hotel 108 Grand Ave 19 Active, but all units are currently vacant Atlas Hotel 322 Grand Ave Unknown Converted to tourist hotel, but still allow long term stays 358 SRO Examples 359 Staff Recommendation Staff recommends City Council consider adopting today an urgency ordinance and introducing a permanent ordinance that would: Establish a permit process for single room occupancy (SRO) hotels proposed to be converted, demolished, and/or redeveloped 360 Policy Goals •Establish administrative procedure to enforce noticing and relocation benefit requirements for residents displaced if/when a triggering redevelopment is proposed •Provide tenant protections for low-income individuals vulnerable to displacement 361 Housing Element Alignment •Policy EQ -3: Support residents who are at- risk of being displaced •Policy EQ -8: Protect existing residents from displacement in areas of lower or moderate opportunity and concentrated poverty and preserve housing choices and affordability •PRSV-5.2 Assist tenants at risk of displacement 362 Policy Structure 363 Triggering Events Conversion to short term rental Conversion to different uses Closure Conversion through vacancy 364 Research Conducted •SRO Regulation Ordinance passed in 1997 •Sets up regulation process for SRO, includes conversion permit as a part of it •Requires one-for-one replacement or payment to in-lieu fee; emphasizes preservation •Staff members report success in issuing relocation benefits in 2022, but had trouble getting ahold of everyone who qualified San Diego Housing Commission •SRO Ordinance passed in 1986 •Emphasizes replacement of units in event of a demolition or payment to build new units •Less relocation benefits, but greater opportunity for housing mobility (more SRO units) City and County of San Francisco 365 Eligible residents Includes: •Long-term Residents: who lived in the SRO Hotel for at least 30 consecutive days within a 180-day period prior to the Notice of Intent Does not include: •Short term hotel guests 366 Noticing Requirements Notice of Intent (NOI) Relocation Impact Report Application Review* Notice of Application Approval Notice of Termination City has up to 12-months from Notice of Intent to Approve Minimum of 12 months from NOI *Key timeline determinant but not a noticing requirement 367 Conversion Permit Application Process The application package includes: •Conversion Permit application form and fee •Relocation Impact Report •A list of all tenants who qualify for relocation benefits •Acknowledgement of Owner's obligations to provide written notices and informational meeting •Any other information that ECD determines is necessary to ensure compliance with this Ordinance and State law 368 Relocation Benefits Core relocation benefits include: •Noticing •Mandating a relocation impact report to identify comparable housing •Access to a relocation counselor to help find subsidized housing •Cash payment of moving costs, rent for six months, and a security deposit for a new housing unit •Right of first refusal to rent/own if new units are built 369 Relocation Benefits Costs AMOUNT 6 months rent cash benefit1 $16,908.00 Security deposit $2,500.00 First and last month rent $5,636.00 Moving costs 2 $1,850.00 Subscription to relocation counselor3 $500.00 TOTAL $27,394.00 1 1 month rent for 1-bedroom unit in San Mateo County published by HUD in 2024 = $2,818 2 Moving costs calculated from local moving businesses. 3 Calculated based on salary for two full-time housing navigator roles working for 6 months Example of Relocation Costs for Households Seeking to Be Relocated to a 1-Bedroom 370 Council Action Staff recommends Council consider adopting today an urgency ordinance and introducing a permanent ordinance for SRO hotels proposed to be converted, demolished, and/or redeveloped. Objective: establish streamlined administrative processes for the City to enforce noticing and relocation benefit requirements for residents displaced from SRO Hotels. Urgency ordinance: if adopted today, effectively immediately Permanent ordinance: introduced today. If adopted on 1/22, effective 30 days after 371 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-7 Agenda Date:1/8/2025 Version:1 Item #:14a. Urgency Ordinance amending the South San Francisco Municipal Code to add Chapter 8.90 (Single Room Occupancy Hotel Conversion) to Title 8 to define and expand relocation benefits for tenants of single room occupancy (SRO) hotels and formalize a local approval process for SRO hotel closures, and mandate additional noticing before a building with SRO units is closed and or converted. WHEREAS, the City of South San Francisco (“City”) is currently experiencing an affordable housing crisis, with demand for such housing far outweighing the available supply, and with the U.S. Department of Housing and Urban Development (“HUD”) “Fair Market Rent” rate for a one-bedroom apartment in the County increasing from $2,665 per month in 2023 to $2,818 per month in 2024; and WHEREAS, single room occupancy (“SRO”) hotels in the City are a source of naturally occurring affordable housing and have been designed to meet the needs of extremely low and low-income residents; and WHEREAS, many SRO units are occupied by extremely low and low-income residents, including families, seniors, and individuals with disabilities; and WHEREAS, the removal of SRO hotel units would exacerbate the affordable housing crisis that exists in the City; and WHEREAS, the conversion of SRO hotel units affects people who are least able to cope with displacement in South San Francisco’s housing markets; and WHEREAS, there have been a number of recent closures, conversions, and affordability non-compliance of SRO hotels in the City, and the market conditions that led to those conversions and closures create a high risk of similar conversion of existing SRO hotels located within the City; and WHEREAS, such conversion or closure of SRO hotels in the City would displace vulnerable residents of the City, including low-income families and seniors, and the risk of such displacement poses a current and immediate threat to the public health, safety, or welfare; and WHEREAS, the City Council wishes to adopt local procedures for review of applications for conversion and closure of SRO hotels and to attempt to mitigate any impact to the public health, safety, and welfare of such conversions and closures, to the extent permitted by state law; and City of South San Francisco Printed on 1/13/2025Page 1 of 12 powered by Legistar™372 File #:25-7 Agenda Date:1/8/2025 Version:1 Item #:14a. WHEREAS, the City Council finds and determines that there is an immediate need to require notice and relocation assistance to the residents of SRO hotels in the City due to limited relocation options and the ongoing affordable housing crisis; and WHEREAS, this Urgency Ordinance is necessary to provide the Economic and Community Development Department with clearly established legal authority to protect the public and prevent the homelessness of potentially displaced SRO hotel residents by establishing a temporary notice and relocation assistance requirement; and WHEREAS, the City Council finds that similar ordinances from neighboring jurisdictions such as the City of San Francisco have been successful in assisting tenants at risk of displacement; and WHEREAS, this Urgency Ordinance aligns with Housing Element Policy EQ-3: Support residents who are at risk of being displaced, Policy EQ-8: Protect existing residents from displacement in areas of lower or moderate opportunity and concentrated poverty and preserve housing choices and affordability, and PRSV-5.2: Assist tenants at risk of displacement; and WHEREAS, this Urgency Ordinance does not require review under the California Environmental Quality Act (Public Resources Code Sections 21000 et seq., “CEQA”) pursuant to CEQA Guidelines Sections 15061(b)(3) and 15378 because this Urgency Ordinance requires notice and mitigation of social and financial impacts to residents of SRO hotels prior to conversion to a different use, and there is no evidence that this Urgency Ordinance could have any adverse effect on the environment. NOW, THEREFORE, the City Council of the City of South San Francisco in the State of California, ordains as follows: SECTION 1. Findings. The City Council of South San Francisco finds that all Recitals are true and correct and are incorporated herein by reference. SECTION 2. Urgency Findings. The City Council of South San Francisco hereby finds that there is a need for immediate preservation of the public health, safety, and welfare that warrants this urgency measure, which finding is based upon the facts stated in the Recitals above, and the accompanying staff report, as well as any oral and written testimony at the January 8, 2025 City Council meeting, and that adoption of this Urgency Ordinance will implement anti- displacement regulations for SRO hotel residents that address that immediate threat to public health, safety, and welfare. SECTION 3. Amendment of Title 8 of the South San Francisco Municipal Code to Add Chapter 8.90 (Single Room Occupancy Conversion). The City Council hereby adds Title 8, Chapter 8.90 (“Single Room Occupancy Conversion”) to the South San Francisco Municipal Code to read as follows: 8.90.010 Short Name and Purpose. Single Room Occupancy (“SRO”) hotels provide an important source of naturally occurring affordable housing City of South San Francisco Printed on 1/13/2025Page 2 of 12 powered by Legistar™373 File #:25-7 Agenda Date:1/8/2025 Version:1 Item #:14a. in South San Francisco. This chapter may be referred to as the “Single Room Occupancy Ordinance.” The purpose of the Single Room Occupancy Ordinance is to provide residents with adequate notice and relocation assistance prior to the conversion of an SRO hotel. 8.90.020 Applicability.This chapter applies to all applications for all proposed changes of use of SRO hotel or SRO units, as defined herein, including closure to end the business and closure to convert to another land use, except for as applied in hotels for transient visitors, as defined and outlined in Section 20.350.024. 8.90.030 Definitions. For the purpose of this chapter, certain words and phrases are defined in this part and shall be construed as herein set forth unless it shall be apparent from their context that a different meaning is intended. (a)“Comparable housing” means housing that meets the minimum standards of the California Building Code, and that is similar housing units in terms of size, number of bedrooms and bathrooms, and other relevant factors such as location and proximity to the resident’s place of employment, amenities, schools, and public transportation. (b)“Comparable housing unit” means any other housing unit similar to the SRO housing unit in terms of amenities, rent, and other relevant factors such as proximity to the resident’s place of employment, amenities, schools, and public transportation. (c)“Conversion” is the change or attempted change of the use of an SRO unit to a tourist or transient use, or the elimination of an SRO unit, or the voluntary demolition of an SRO hotel. However, a change in the use of an SRO hotel unit into a non-commercial use which serves only the needs of the permanent residents, such as a resident’s lounge, community kitchen, or common area, shall not constitute a conversion within the meaning of this ordinance, provided that the SRO hotel owner establishes that eliminating or re-designating an existing tourist unit instead of an SRO unit would be infeasible. (d)“Department” means the City of South San Francisco Economic and Community Development Department. (e)“Economic and Community Development Director” or “Director” means the director of the Economic and Community Development Department of the City of South San Francisco. (f)“Long-term resident” means an SRO resident legally residing in an SRO hotel whose housing unit was located in an SRO hotel for a period equal to or longer than thirty (30) consecutive days during the hundred eighty (180) day time period prior to the date of issuance of a Notice of Intent to apply for an SRO Conversion Permit. This does not include short-term hotel guests who are individuals staying for a period of less than 30 consecutive days. Long-term residents include the spouse, parents, children, and grandchildren of the legal resident when those people legally resided in the unit on the date of the application for an SRO Conversion Permit. (g)A “reasonable distance,” unless otherwise defined more specifically herein, means that area within a thirty (30) mile radius from the subject SRO hotel. At the discretion of the Director, “reasonable distance” may be increased to that area within a one hundred (100) mile radius, as necessary under the circumstances. (h)“Relocation Counselor” means the Department-approved individual or firm retained by the SRO hotel owner, as required by this chapter, to assist in the preparation of the Relocation Impact Report and to provide the support described herein to long-term residents. The Relocation Counselor shall be familiar with the region’s housing market and qualified to assist residents; to evaluate, select, and secure placement in replacement housing; to arrange the moving of all the household’s personal property; and to render financial advice on qualifying for various housing types. (i)“Relocation Impact Report” means a written report meeting the requirements of this Ordinance Code City of South San Francisco Printed on 1/13/2025Page 3 of 12 powered by Legistar™374 File #:25-7 Agenda Date:1/8/2025 Version:1 Item #:14a. Section 8.90.050 and that describes (i) the impacts of the conversion of an SRO hotel on affected SRO hotel owners and residents, and (ii) the measures that will be taken to mitigate adverse impacts of such conversion on affected SRO hotel owners and residents. (j)“Single room occupancy” or “SRO” is a housing unit that is restricted to occupancy by no more than two persons and may include a kitchen and/or a bathroom, in addition to a bed. These units are typically comprised of one or two rooms. (k)“SRO Conversion Permit” is the permit required to allow a conversion of an SRO hotel, as defined in this chapter. (l)“SRO hotel” is a building, or portion thereof, which contains six (6) or more SROs, and where common facilities such as shared bathroom and/or kitchen may be provided for occupant use. (m)“SRO Hotel Closure” includes any closure, cessation, or conversion of an SRO hotel, part of an SRO hotel, or SRO hotel unit. A closure includes ceasing to rent SRO units for human habitation and displacement of long-term SRO hotel residents, or when twenty-five (25) percent or more of the SRO units within the SRO hotel become vacant. (n)"Uninhabited" means no rent is being paid for the use of the SRO unit and it is unoccupied by a long- term resident. 8.90.040 SRO Conversion Permit Required and Application Process. The conversion of an existing SRO hotel, a part of an SRO hotel or SRO hotel unit requires an SRO Conversion Permit granted by Department. The SRO hotel owner, or authorized representative, requesting the conversion shall submit an application for an SRO Conversion Permit to the Department in the form determined by the Director. This application shall include, but not be limited to, the following information: (a)An SRO Conversion Permit application form and fee which is outlined in the Planning Division fee schedule; (b)A completed Relocation Impact Report; (c)A list of names, mailing addresses, and contact information of all SRO residents occupying the SRO hotel as of the date of application; (d)Acknowledgement of the SRO hotel owner’s obligations to provide notice pursuant to Section 8.90.060 in this ordinance below; and (e)Any other information that the Director or designee determines is necessary to ensure compliance with this chapter and state law. 8.90.050 Relocation Impact Report. An application for an SRO Conversion Permit shall include a written Relocation Impact Report containing the following information: (a)A general description of the proposed conversion; (b)A legal description for the SRO hotel; (c)An inventory of units in the SRO hotel, including: 1)Total number of units in the SRO hotel and defining which ones are used for long-term housing; 2)Length of occupancy by the current occupant of each unit and the current rental rate for each unit; and 3)For each vacant unit, the date that the unit was vacated by the last resident of the unit. (d)A proposed schedule for the change of the SRO hotel, including outreach to long-term residents regarding the conversion and a description of the outreach to be provided and a projected timeline for City of South San Francisco Printed on 1/13/2025Page 4 of 12 powered by Legistar™375 File #:25-7 Agenda Date:1/8/2025 Version:1 Item #:14a. relocation assistance; (e)The name and mailing address of each long-term resident; (f)The median rental price, including any requirement for payment of first and last month’s rent and security deposits, of other housing of similar size (number of bedrooms and square footage) that is comparable to the displaced SRO resident units within a thirty (30) mile radius or a one hundred (100) mile radius with Director approval; (g)The estimated moving cost for each long-term resident, including fees charged by moving companies, child care, temporary housing, and other similar expenses, of moving to other housing within a thirty (30) mile radius or a one hundred (100) mile radius with Director approval; (h) A description of proposed measures to minimize any impacts related to missed school days for school- age children of residents, if applicable; (i)Identification of and contact information for the contracted and Department approved Relocation Counselor retained by the SRO hotel owner to assist residents in finding relocation spaces and alternate housing; (j)A proposed relocation plan including the information specified in this section; (k) A copy of any agreement reached with any long-term resident relating to the relocation of the resident or the provision of relocation assistance. The Director may waive the requirement to include any or all of the information required by this section where a long-term resident and the applicant have reached a final, mutually acceptable agreement as to the relocation assistance to be provided. To be valid, however, such an agreement shall be in writing, shall include a provision stating that the long-term resident is aware of the provisions of this chapter, shall include a copy of this chapter as an attachment, shall include a provision in at least ten-point font which clearly informs the long-term resident of their right to seek the advice of an attorney prior to signing the agreement; and (l)Any other information the Department determines is necessary to address the specific issues raised by the application to implement this chapter. 8.90.060 Noticing Requirements. The notice requirements listed below pertain specifically to the required notice to the City and long-term residents. The Director, or designee, may require the applicant to translate required notices to additional languages. All required notices shall be posted at common areas within the SRO hotel. (a)Notice of Intent. No later than thirty (30) days after filing a completed application, either the SRO hotel owner or the owner’s authorized representative shall notify each long-term resident household residing on the subject real property that the owner has filed an application with the City. The notice shall be sent by regular and certified mail and posted on the door of each rental unit. The owner must submit evidence of compliance with this section to the City for the application to be deemed complete. For each such notice, the owner shall use a Notice of Intent form provided by the City that shall contain the following information: 1)The name and address of the current owner and any applicable property managers and/or developers; 2)A description of the application(s) being filed and a general time frame to complete the work described in the application; 3)An explanation of the relocation assistance available to long-term resident households, information on long-term resident household incomes and the procedure for submitting claims for relocation assistance; 4)Contact information for the third-party agency that will be assisting with the relocation City of South San Francisco Printed on 1/13/2025Page 5 of 12 powered by Legistar™376 File #:25-7 Agenda Date:1/8/2025 Version:1 Item #:14a. assistance process. This contact information and a brief explanation of the purpose of the notice shall be translated into non-English languages as provided by the City; 5)The long-term resident household’s right to receive written notice for each hearing and right to appear and be heard at a land use hearing, if applicable; and 6)Other information deemed necessary or desirable by the Department. (b)Notice of Intent verification. No later than fifteen (15) days after issuing a Notice of Intent, the SRO hotel owner or authorized representative shall submit to the City a duplicate copy of the Notice of Intent form given to each long-term resident household and a declaration indicating that each notice was sent by regular and certified mail and posted on the door of the rental unit. (c)Notice of informational meetings. The applicant shall conduct at least one (1) informational meeting for SRO hotel residents, owners, and their representatives. The notices shall be sent by regular and certified mail and posted on the door of each SRO unit no later than fifteen (15) days before the hearings. The informational meetings shall be scheduled to maximize resident and owner participation, and the scheduling shall be subject to the approval of the Director or their designee. The informational meetings shall occur after the Notice of Intent has been issued and before any hearing on the SRO Conversion Permit shall be held. (d)Notice of Relocation Impact Report. No later than fifteen (15) days after filing a completed application, the SRO hotel owner or authorized representative shall issue a written Notice of Relocation Impact Report with a copy of the Relocation Impact Report. The notice and Relocation Impact Report shall be sent by regular and certified mail and posted on the door of each rental unit. (e)Notice of Application Approval. No later than ten (10) days after receiving final approval of a project application (concurrent with the fifteen (15) day appeal period), the SRO hotel owner or the owner’s authorized representative shall notify each long-term resident household residing on the subject real property that the application has been approved. The notice shall be sent by regular and certified mail and posted on the door of each SRO unit. (f)Notice of Termination. No later than ten (10) days after issuing the Notice of Application Approval, the SRO hotel owner or authorized representative shall provide a written Notice of Termination to all long- term residents subject to displacement pursuant to Civil Code Sections 1946 and 1946.1. The date to vacate shall not be prior to the City’s determination that the SRO hotel owner has complied with this chapter. From the date of the Notice of Intent, each long-term resident residing on the subject real property shall be entitled to a period of one (1) year before the issuance of the Notice of Termination. This period ensures that residents have adequate time to prepare for relocation and make necessary arrangements. The owner or the owner’s agent must adhere to this one (1) year period, ensuring no Notice of Termination is issued prior to the completion of this timeframe. 8.90.070 Required Findings Approval of an SRO Conversion Permit by the Department shall include conditions of approval to mitigate, to the full extent legally feasible, the adverse impact of the proposed conversion on the ability of displaced SRO residents to find adequate housing in a comparable SRO unit or, in the alternative, adequate replacement housing. The conditions of approval shall not exceed the reasonable costs of relocation of all long-term residents. Prior to approving the SRO Conversion Permit, the Director, or their designee, shall make the following findings: (a)The applicant has complied with the provisions of this chapter and state law regarding conversion of SRO hotels; (b)Measures to address, to the full extent legally permissible, the adverse impacts of the conversion on the City of South San Francisco Printed on 1/13/2025Page 6 of 12 powered by Legistar™377 File #:25-7 Agenda Date:1/8/2025 Version:1 Item #:14a. ability of displaced long-term residents to find adequate housing in a SRO hotel unit or, in the alternative, adequate replacement housing have been taken; and (c)For SRO Conversion Permit applications accompanied by any additional request for discretionary approval, including, but not limited to a request for subdivision, General Plan amendment, zoning amendment, or use permit, all required findings for the additional approval have been made. 8.90.080 Conditions of Approval; Relocation Plan. The SRO Conversion Permit shall include as conditions of approval relocation options for each displaced long- term resident in a relocation plan, as follows: (a)Moving allowance for long-term residents: For all long-term residents, relocation assistance shall include a moving allowance sufficient to pay for a move to another SRO unit or other replacement housing, within a thirty (30) mile radius or, with Director approval, a one hundred (100) mile radius of the SRO unit to be vacated. The resident is responsible for any additional costs to move to a location outside of the radius. Moving allowance includes: 1)A full refund of a long-term resident’s security deposit, if applicable; 2)Payment of moving costs for personal belongings and first and last month’s rent and security deposit at the identified alternative housing for all long-term residents; 3)A sixty (60) day subscription to a rental agency service to support long-term residents in obtaining a space in a comparable SRO hotel, within thirty (30) miles or, with Director approval, one hundred (100) miles of the SRO hotel; and 4)The cash equivalent of six (6) months’ rent shall be paid to the long-term resident household renting a unit. The amount to be paid shall be calculated at the time the relocation application is approved by the City based on the most recent U.S. Department of Housing and Urban Development’s Fair Market Rent calculation for San Mateo County for a similar-sized unit with the same number of bedrooms. (b)If the SRO hotel is being rehabilitated, the financial assistance benefits required by this section need not be provided if comparable accommodations, as defined by the California Code of Regulations, are provided on or off the premises to the long-term residents during the period of rehabilitation. The owner shall give a right of first refusal to relocate to a rehabilitated unit to each long-term resident who qualifies as very low income. When comparable living space is provided, the applicant shall pay each affected long-term resident all reasonable moving and related expenses. (c)The financial benefits shall be paid by the SRO hotel owner to the long-term resident within five (5) business days of written notice by the long-term resident that he or she will vacate the premises on a date specified by him or her, but no more than thirty (30) calendar days in advance of the move-out date. Written notice forms approved by the Department shall be provided to the long-term residents by the owner. (d)Relocation Counselor. The applicant shall give the Director reasonably satisfactory evidence of a contract between the applicant and the Relocation Counselor providing that no later than thirty (30) days after approval of the SRO Conversion Permit, the Relocation Counselor shall make personal contact with each displaced long-term resident of the SRO hotel and initiate the relocation assistance process. The contract shall require the Relocation Counselor to give each long-term resident a written notice of their options for relocation assistance. (e)Right of first refusal for residents. For all long-term residents, relocation assistance shall include the City of South San Francisco Printed on 1/13/2025Page 7 of 12 powered by Legistar™378 File #:25-7 Agenda Date:1/8/2025 Version:1 Item #:14a. right of first refusal to purchase or rent new homes or apartments to be constructed on the SRO hotel site, if applicable. Income-eligible residents may have first priority to purchase or rent any below market units which may be constructed on the SRO hotel site if they meet all eligibility requirements for the program. To receive priority for below market rate units, interested residents shall file a request with the Department before vacating the SRO hotel. 8.90.090 Approval Timeline. An SRO Conversion Permit will be approved no sooner than three hundred sixty-five (365) days after a Notice of Intent is issued, provided that all conditions and requirements of this ordinance are met. The following provides a high-level summary of the approval process for an SRO Conversion Permit. This summary is for reference only; detailed provisions elsewhere in this chapter govern. (a)Application Review: 1)SRO hotel owner submits an application, including all required documentation. The Department reviews the application for completion of the filing requirements outlined in Section 8.90.040. 2)Staff reviews the application and issues a completeness determination within thirty (30) days of submittal. An “incomplete” determination will include a list of items that are needed to be considered a complete application. (b)Notice of Intent: 1)SRO hotel owner issues the notice to residents and the City no later than thirty (30) days after the application is deemed complete by the Department. (c)Verification of Notice: 1)SRO hotel owner submits evidence of compliance with notice requirements to the Department within fifteen (15) days of issuing the Notice of Intent. (d)Informational Meetings: 1)SRO hotel owner conducts at least one (1) informational meeting with residents after the Notice of Intent is issued but before any hearings on the permit. 2)Notices for these meetings must be sent at least fifteen (15) days in advance. (e)Review of Application: 1)The Director or their designee makes required findings as outlined in Section 8.90.070, including approval conditions to mitigate the adverse impact of the proposed conversion. (f)Approval of Permit: 1)The Director or their designee must approve the permit no sooner than three hundred sixty-five (365) days after the Notice of Intent is issued, provided all conditions and requirements of this ordinance are met. (g)Notices Following Approval: 1)Notice of Application Approval: Issued to residents within ten (10) days of final permit approval. 2)Notice of Termination: Issued within ten (10) days after issuing the Notice of Application Approval, with at least one (1) year of notice prior to requiring residents to vacate their respective SRO unit. 8.90.100 Term of Permit Approval. The SRO Conversion Permit shall expire one (1) year from the date of its approval, unless the applicant City of South San Francisco Printed on 1/13/2025Page 8 of 12 powered by Legistar™379 File #:25-7 Agenda Date:1/8/2025 Version:1 Item #:14a. requests an extension setting forth satisfactory reasons for not proceeding within the one (1) year period. The Director may grant no more than two (2) such extensions of one (1) year each, based upon a showing that good faith progress has been made toward fulfilling the conditions of approval, or some intervening event not the fault of the SRO hotel owner has prevented timely compliance with the conditions of approval. An application must be filed with the Department no less than sixty (60) days prior to the expiration of the SRO Conversion Permit or any extension. If relocation assistance has not been provided to all long-term residents in accordance with this chapter within three (3) years of the original date of permit approval, a new Relocation Impact Report and application shall be required in accordance with this chapter. Each year on the anniversary date of the permit approval, the relocation assistance shall be increased by an amount equivalent to the increase in the cost- of living index for the Oakland/San Francisco area published by the U.S. Department of Labor. The index shall be for the quarterly period closest to the anniversary date of the permit. 8.90.110 Appeals Process. The SRO Conversion Permit appeals process is as follows: (a)Written appeal: 1)A long-term resident household or SRO hotel owner may contest a decision, order, or determination regarding relocation payments or a notice of penalty or fine assessed this chapter by submitting an appeal in writing together with the appeal fee listed in the City’s fee schedule. The appeal shall set forth the factual basis for disputing the decision, order, or determination. 2)Appeals must be addressed to the Director, and must be received within fifteen (15) days of the date appearing on the decision, order, or determination regarding relocation benefits or the notice of penalty or fine. A copy of the appeal must be provided by the appellant to any long- term resident household(s) or SRO hotel owner(s) directly affected by the appeal on or by the same date that the appeal is received by the Director. (b)Hearing procedure: 1)Upon receipt of a written appeal and appeal fee, the Director shall schedule a hearing before the appeals panel, which shall be a three-member subcommittee of the Planning Commission. Any long-term resident household(s) or SRO hotel owner(s) directly affected by the appeal shall have the right to attend and participate in the hearing. 2)The appeal hearing shall be set for a date within thirty (30) days from the date that the appeal is filed, unless the Director determines that good cause exists for an extension of time. The appellant and any long-term resident household(s) or SRO hotel owner(s) directly affected by the appeal shall receive notice of the time and place at least fifteen (15) days prior to the hearing unless the Director determined, in writing, that the matter is urgent, in which case the appellant and any long-term resident household(s) or SRO hotel owner(s) directly affected by the appeal shall receive at least five (5) days’ prior notice of the hearing. 3)Documentary evidence and names of potential witnesses shall be provided by the enforcement officer and the appellant to the appeals panel and any long-term resident household(s) or SRO hotel owner(s) directly affected by the appeal at least five (5) days prior to the appeal hearing or as soon as practicable prior to the hearing. At the hearing, the long-term resident household(s) or SRO hotel owner(s) directly affected by the appeal shall be given the opportunity to testify and to present evidence concerning the decision, order, or determination regarding relocation City of South San Francisco Printed on 1/13/2025Page 9 of 12 powered by Legistar™380 File #:25-7 Agenda Date:1/8/2025 Version:1 Item #:14a. benefits or the notice of penalty or fine. The failure of appellant to appear at the appeal hearing shall constitute a forfeiture of the fine or penalty (if applicable). 4)The decision, order, or determination regarding relocation benefits or the notice of penalty or fine and any additional report submitted by the enforcement officer shall constitute prima facie evidence of the respective facts contained in those documents. (c)Decision on appeal: 1)After considering all of the testimony and evidence submitted at the hearing, the appeals panel shall issue a written decision to uphold or cancel all or part of the decision, order, or determination regarding relocation benefits or the notice of penalty or fine and shall state the reasons for that decision. The decision of the appeals panel shall include findings regarding the evidence in the record and submitted at the hearing, as well as the existence of any proper grounds for the order to pay relocation benefits or the notice of penalty or fine. A copy of the appeals panel written decision shall be provided to the long-term resident household(s) as well as any SRO hotel owner(s) directly affected by the appeal. 2)If the appeals panel determines that the decision, order, or determination regarding relocation benefits or the notice of penalty or fine should be upheld, then the SRO hotel owner shall pay the appropriate sum(s) to the long-term resident household(s) and/or the City within ten (10) days after the SRO hotel owner’s receipt of the appeals panel’s written decision. 3)To the extent allowed by law, the decision, order, or determination regarding relocation benefits or notice of penalty or fine shall have the same force and effect as a resolution of the City Council for the purpose of filing a lien, special assessment, or for pursuing any other method of collection. 8.90.120 SRO Conversion Through Closure. Whenever twenty-five (25) percent or more of the total number of SRO hotel units within an SRO hotel are uninhabited for more than ninety (90) consecutive days, and such condition was not caused by a natural or physical disaster beyond the control of the SRO hotel owner, then such condition shall be deemed a “SRO Hotel Closure” for the purposes of this ordinance. The SRO hotel owner, or authorized representative, shall file an application for conversion within a reasonable amount of time as determined by the Director, in compliance with this chapter. An SRO hotel site is considered to be "uninhabited" when no rent is being paid for the use of the site and it is unoccupied by a long-term resident. An SRO hotel long-term resident or other interested party who believes that twenty-five (25) percent or more of the total number of SROs within an SRO hotel are uninhabited may file a written statement to that effect with the Director. The Director or their designee shall investigate and determine whether an unpermitted conversion through vacancy has occurred. Once the Director makes such a determination, a written notice that describes such determination shall be sent by the City to the SRO hotel owner, the SRO property manager, and the person who filed the written statement. 8.90.130 Exemption from Relocation Assistance Requirements. Any person who files an application for an SRO Conversion Permit may, simultaneously, and as part of the filing of such application, request an exemption from some or all of the relocation assistance requirements described in Section 8.90.080. The request shall be processed in conjunction with the application for the permit, and shall be distributed to each long-term resident household at the time of application submittal. The applicant may request, in writing, an exemption if (i) the relocation assistance required exceeds the reasonable costs of relocation for a displaced SRO hotel; or (ii) if, as part of bankruptcy proceeding, the bankruptcy court has taken action that would prohibit or preclude the payment of relocation assistance benefits, in whole or in part; or (iii) City of South San Francisco Printed on 1/13/2025Page 10 of 12 powered by Legistar™381 File #:25-7 Agenda Date:1/8/2025 Version:1 Item #:14a. if the relocation assistance required would eliminate all or substantially all reasonable economic value of the property for alternate uses. Any request for exemption shall contain at a minimum, the following information: (a)Statements of profit and loss from operations of the SRO hotel for the five (5) year period immediately preceding the date of the application for exemption, certified by a certified public accountant. All such statements shall be maintained in confidence to the extent permitted by the California Public Records Act. (b)An estimate of the total cost of relocation assistance which would be required in compliance with Section 8.90.080. This estimate shall be based on the costs related to providing the relocation assistance, as otherwise required under Section 8.90.080. (c)If the applicant contends that continued use of the property as an SRO hotel necessitates repairs and/or improvements that are not the result of the SRO hotel owner or applicant's negligence or failure to properly maintain such property, and that the costs thereof make continuation of the SRO hotel economically infeasible, then the request shall include a report by a civil engineer or licensed general contractor outlining such costs. (d)If the proposed closure is due to conversion of the land to another use, an estimate of the value of the SRO hotel, an estimate of the value as is, and estimate of value after the change shall be provided. These estimates shall be prepared by a certified real estate appraiser. (e)Any request for exemption filed pursuant to a bankruptcy proceeding shall be accompanied by adequate documentation regarding the case name, case number, and court in which the bankruptcy proceeding is pending, and copies of all pertinent judgments, orders and decrees of the said court. In determining whether to waive or modify a portion or all of any type of benefit that would otherwise be due under this ordinance, the Department may take into account the financial history of the SRO hotel, its condition and the condition of the amenities and improvements thereon, the cost of any necessary repairs, improvements, or rehabilitation of said SRO hotel, the estimated costs of relocation, the fair market value of the property for any proposed alternative use, the fair market value of the property for continued use as an SRO hotel, and any other pertinent evidence requested or presented. The Department shall expressly indicate in its decision any waiver and the extent thereof and the reason therefor. The Department determination is subject to appeal by the parties and process indicated in Section 8.90.110. SECTION 4. Severability. If any section, subsection, sentence, clause or phrase of this Urgency Ordinance is for any reason held to be invalid or unconstitutional by the decision of a court of competent jurisdiction, it shall not affect the remaining portions of this Urgency Ordinance. SECTION 5. Effective Date. Following adoption by at least a four-fifths (4/5) vote of the City Council, this Urgency Ordinance shall be effective immediately upon adoption pursuant to Government Code Section 36937(b). SECTION 6. Publication and Effective Date. Pursuant to the provisions of Government Code Section 36933, a summary of this Urgency Ordinance shall be prepared by the City Attorney. Within fifteen (15) days after the adoption of this Urgency Ordinance, the City City of South San Francisco Printed on 1/13/2025Page 11 of 12 powered by Legistar™382 File #:25-7 Agenda Date:1/8/2025 Version:1 Item #:14a. Clerk shall (i) publish the summary, and (ii) post in the City Clerk’s Office a certified copy of the full text of this Urgency Ordinance along with the names of those City Council members voting for and against this Urgency Ordinance or otherwise voting. ***** City of South San Francisco Printed on 1/13/2025Page 12 of 12 powered by Legistar™383 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-710 Agenda Date:1/8/2025 Version:1 Item #:14b. Ordinance amending the South San Francisco Municipal Code to add Chapter 8.90 (Single Room Occupancy Hotel Conversion) to Title 8 to define and expand relocation benefits for tenants of single room occupancy (SRO) hotels and formalize a local approval process for SRO hotel closures, and mandate additional noticing before a building with SRO units is closed and or converted. WHEREAS, the City of South San Francisco (“City”) is currently experiencing an affordable housing crisis, with demand for such housing far outweighing the available supply, and with the U.S. Department of Housing and Urban Development (“HUD”) “Fair Market Rent” rate for a one-bedroom apartment in the County increasing from $2,665 per month in 2023 to $2,818 per month in 2024; and WHEREAS, single room occupancy (“SRO”) hotels in the City are a source of naturally occurring affordable housing and have been designed to meet the needs of extremely low and low-income residents; and WHEREAS, many SRO units are occupied by extremely low and low-income residents, including families, seniors, and individuals with disabilities; and WHEREAS, the removal of SRO hotel units would exacerbate the affordable housing crisis that exists in the City; and WHEREAS, the conversion of SRO hotel units affects people who are least able to cope with displacement in South San Francisco’s housing markets; and WHEREAS, there have been a number of recent closures, conversions, and affordability non-compliance of SRO hotels in the City, and the market conditions that led to those conversions and closures create a high risk of similar conversion of existing SRO hotels located within the City; and WHEREAS, such conversion or closure of SRO hotels in the City would displace vulnerable residents of the City, including low-income families and seniors, and the risk of such displacement poses a current threat to the public health, safety, or welfare; and WHEREAS, the City Council wishes to adopt local procedures for review of applications for conversion and closure of SRO hotels and to attempt to mitigate any impact to the public health, safety, and welfare of such conversions and closures, to the extent permitted by state law; and WHEREAS, the City Council finds and determines that there is a need to require notice and relocation City of South San Francisco Printed on 1/9/2025Page 1 of 12 powered by Legistar™384 File #:24-710 Agenda Date:1/8/2025 Version:1 Item #:14b. assistance to the residents of SRO hotels in the City due to limited relocation options and the ongoing affordable housing crisis; and WHEREAS, the City Council finds that similar ordinances from neighboring jurisdictions such as the City of San Francisco have been successful in assisting tenants at risk of displacement; and WHEREAS, this Ordinance aligns with Housing Element Policy EQ-3: Support residents who are at risk of being displaced, Policy EQ-8: Protect existing residents from displacement in areas of lower or moderate opportunity and concentrated poverty and preserve housing choices and affordability, and PRSV-5.2: Assist tenants at risk of displacement; and WHEREAS, this Ordinance does not require review under the California Environmental Quality Act (Public Resources Code Sections 21000 et seq., “CEQA”) pursuant to CEQA Guidelines Sections 15061(b)(3) and 15378 because this Ordinance requires notice and mitigation of social and financial impacts to residents of SRO hotels prior to conversion to a different use, and there is no evidence that this Ordinance could have any adverse effect on the environment. NOW, THEREFORE, the City Council of the City of South San Francisco in the State of California, ordains as follows: SECTION 1. Findings. The City Council of South San Francisco finds that all Recitals are true and correct and are incorporated herein by reference. SECTION 2. Amendment of Title 8 of the South San Francisco Municipal Code to Add Chapter 8.90 (Single Room Occupancy Conversion). The City Council hereby adds Title 8, Chapter 8.90 (“Single Room Occupancy Conversion”) to the South San Francisco Municipal Code to read as follows: 8.90.010 Short Name and Purpose. Single Room Occupancy (“SRO”) hotels provide an important source of naturally occurring affordable housing in South San Francisco. This chapter may be referred to as the “Single Room Occupancy Ordinance.” The purpose of the Single Room Occupancy Ordinance is to provide residents with adequate notice and relocation assistance prior to the conversion of an SRO hotel. 8.90.020 Applicability. This chapter applies to all applications for all proposed changes of use of SRO hotel or SRO units, as defined herein, including closure to end the business and closure to convert to another land use, except for as applied in hotels for transient visitors, as defined and outlined in Section 20.350.024. 8.90.030 Definitions. City of South San Francisco Printed on 1/9/2025Page 2 of 12 powered by Legistar™385 File #:24-710 Agenda Date:1/8/2025 Version:1 Item #:14b. For the purpose of this chapter, certain words and phrases are defined in this part and shall be construed as herein set forth unless it shall be apparent from their context that a different meaning is intended. (a)“Comparable housing” means housing that meets the minimum standards of the California Building Code, and that is similar housing units in terms of size, number of bedrooms and bathrooms, and other relevant factors such as location and proximity to the resident’s place of employment, amenities, schools, and public transportation. (b)“Comparable housing unit” means any other housing unit similar to the SRO housing unit in terms of amenities, rent, and other relevant factors such as proximity to the resident’s place of employment, amenities, schools, and public transportation. (c)“Conversion” is the change or attempted change of the use of an SRO unit to a tourist or transient use, or the elimination of an SRO unit, or the voluntary demolition of an SRO hotel. However, a change in the use of an SRO hotel unit into a non-commercial use which serves only the needs of the permanent residents, such as a resident’s lounge, community kitchen, or common area, shall not constitute a conversion within the meaning of this ordinance, provided that the SRO hotel owner establishes that eliminating or re-designating an existing tourist unit instead of an SRO unit would be infeasible. (d)“Department” means the City of South San Francisco Economic and Community Development Department. (e)“Economic and Community Development Director” or “Director” means the director of the Economic and Community Development Department of the City of South San Francisco. (f)“Long-term resident” means an SRO resident legally residing in an SRO hotel whose housing unit was located in an SRO hotel for a period equal to or longer than thirty (30) consecutive days during the hundred eighty (180) day time period prior to the date of issuance of a Notice of Intent to apply for an SRO Conversion Permit. This does not include short-term hotel guests who are individuals staying for a period of less than 30 consecutive days. Long-term residents include the spouse, parents, children, and grandchildren of the legal resident when those people legally resided in the unit on the date of the application for an SRO Conversion Permit. (g)A “reasonable distance,” unless otherwise defined more specifically herein, means that area within a thirty (30) mile radius from the subject SRO hotel. At the discretion of the Director, “reasonable distance” may be increased to that area within a one hundred (100) mile radius, as necessary under the circumstances. (h)“Relocation Counselor” means the Department-approved individual or firm retained by the SRO hotel owner, as required by this chapter, to assist in the preparation of the Relocation Impact Report and to provide the support described herein to long-term residents. The Relocation Counselor shall be familiar with the region’s housing market and qualified to assist residents; to evaluate, select, and secure placement in replacement housing; to arrange the moving of all the household’s personal property; and to render financial advice on qualifying for various housing types. (i)“Relocation Impact Report” means a written report meeting the requirements of this Ordinance Code Section 8.90.050 and that describes (i) the impacts of the conversion of an SRO hotel on affected SRO hotel owners and residents, and (ii) the measures that will be taken to mitigate adverse impacts of such conversion on affected SRO hotel owners and residents. City of South San Francisco Printed on 1/9/2025Page 3 of 12 powered by Legistar™386 File #:24-710 Agenda Date:1/8/2025 Version:1 Item #:14b. (j)“Single room occupancy” or “SRO” is a housing unit that is restricted to occupancy by no more than two persons and may include a kitchen and/or a bathroom, in addition to a bed. These units are typically comprised of one or two rooms. (k)“SRO Conversion Permit” is the permit required to allow a conversion of an SRO hotel, as defined in this chapter. (l)“SRO hotel” is a building, or portion thereof, which contains six (6) or more SROs, and where common facilities such as shared bathroom and/or kitchen may be provided for occupant use. (m)“SRO Hotel Closure” includes any closure, cessation, or conversion of an SRO hotel, part of an SRO hotel, or SRO hotel unit. A closure includes ceasing to rent SRO units for human habitation and displacement of long-term SRO hotel residents, or when twenty-five (25) percent or more of the SRO units within the SRO hotel become vacant. (n)"Uninhabited" means no rent is being paid for the use of the SRO unit and it is unoccupied by a long- term resident. 8.90.040 SRO Conversion Permit Required and Application Process. The conversion of an existing SRO hotel, a part of an SRO hotel or SRO hotel unit requires an SRO Conversion Permit granted by Department. The SRO hotel owner, or authorized representative, requesting the conversion shall submit an application for an SRO Conversion Permit to the Department in the form determined by the Director. This application shall include, but not be limited to, the following information: (a)An SRO Conversion Permit application form and fee which is outlined in the Planning Division fee schedule; (b)A completed Relocation Impact Report; (c)A list of names, mailing addresses, and contact information of all SRO residents occupying the SRO hotel as of the date of application; (d)Acknowledgement of the SRO hotel owner’s obligations to provide notice pursuant to Section 8.90.060 in this ordinance below; and (e)Any other information that the Director or designee determines is necessary to ensure compliance with this chapter and state law. 8.90.050 Relocation Impact Report. An application for an SRO Conversion Permit shall include a written Relocation Impact Report containing the following information: (a)A general description of the proposed conversion; (b)A legal description for the SRO hotel; (c)An inventory of units in the SRO hotel, including: 1)Total number of units in the SRO hotel and defining which ones are used for long-term housing; 2)Length of occupancy by the current occupant of each unit and the current rental rate for each unit; and 3)For each vacant unit, the date that the unit was vacated by the last resident of the unit. City of South San Francisco Printed on 1/9/2025Page 4 of 12 powered by Legistar™387 File #:24-710 Agenda Date:1/8/2025 Version:1 Item #:14b. (d)A proposed schedule for the change of the SRO hotel, including outreach to long-term residents regarding the conversion and a description of the outreach to be provided and a projected timeline for relocation assistance; (e)The name and mailing address of each long-term resident; (f)The median rental price, including any requirement for payment of first and last month’s rent and security deposits, of other housing of similar size (number of bedrooms and square footage) that is comparable to the displaced SRO resident units within a thirty (30) mile radius or a one hundred (100) mile radius with Director approval; (g)The estimated moving cost for each long-term resident, including fees charged by moving companies, child care, temporary housing, and other similar expenses, of moving to other housing within a thirty (30) mile radius or a one hundred (100) mile radius with Director approval; (h) A description of proposed measures to minimize any impacts related to missed school days for school- age children of residents, if applicable; (i)Identification of and contact information for the contracted and Department approved Relocation Counselor retained by the SRO hotel owner to assist residents in finding relocation spaces and alternate housing; (j)A proposed relocation plan including the information specified in this section; (k)A copy of any agreement reached with any long-term resident relating to the relocation of the resident or the provision of relocation assistance. The Director may waive the requirement to include any or all of the information required by this section where a long-term resident and the applicant have reached a final, mutually acceptable agreement as to the relocation assistance to be provided. To be valid, however, such an agreement shall be in writing, shall include a provision stating that the long-term resident is aware of the provisions of this chapter, shall include a copy of this chapter as an attachment, shall include a provision in at least ten-point font which clearly informs the long-term resident of their right to seek the advice of an attorney prior to signing the agreement; and (l)Any other information the Department determines is necessary to address the specific issues raised by the application to implement this chapter. 8.90.060 Noticing Requirements. The notice requirements listed below pertain specifically to the required notice to the City and long-term residents. The Director, or designee, may require the applicant to translate required notices to additional languages. All required notices shall be posted at common areas within the SRO hotel. (a)Notice of Intent. No later than thirty (30) days after filing a completed application, either the SRO hotel owner or the owner’s authorized representative shall notify each long-term resident household residing on the subject real property that the owner has filed an application with the City. The notice shall be sent by regular and certified mail and posted on the door of each rental unit. The owner must submit evidence of compliance with this section to the City for the application to be deemed complete. For each such notice, the owner shall use a Notice of Intent form provided by the City that shall contain the following information: 1)The name and address of the current owner and any applicable property managers and/or City of South San Francisco Printed on 1/9/2025Page 5 of 12 powered by Legistar™388 File #:24-710 Agenda Date:1/8/2025 Version:1 Item #:14b. developers; 2)A description of the application(s) being filed and a general time frame to complete the work described in the application; 3)An explanation of the relocation assistance available to long-term resident households, information on long-term resident household incomes and the procedure for submitting claims for relocation assistance; 4)Contact information for the third-party agency that will be assisting with the relocation assistance process. This contact information and a brief explanation of the purpose of the notice shall be translated into non-English languages as provided by the City; 5)The long-term resident household’s right to receive written notice for each hearing and right to appear and be heard at a land use hearing, if applicable; and 6)Other information deemed necessary or desirable by the Department. (b)Notice of Intent verification. No later than fifteen (15) days after issuing a Notice of Intent, the SRO hotel owner or authorized representative shall submit to the City a duplicate copy of the Notice of Intent form given to each long-term resident household and a declaration indicating that each notice was sent by regular and certified mail and posted on the door of the rental unit. (c)Notice of informational meetings. The applicant shall conduct at least one (1) informational meeting for SRO hotel residents, owners, and their representatives. The notices shall be sent by regular and certified mail and posted on the door of each SRO unit no later than fifteen (15) days before the hearings. The informational meetings shall be scheduled to maximize resident and owner participation, and the scheduling shall be subject to the approval of the Director or their designee. The informational meetings shall occur after the Notice of Intent has been issued and before any hearing on the SRO Conversion Permit shall be held. (d)Notice of Relocation Impact Report. No later than fifteen (15) days after filing a completed application, the SRO hotel owner or authorized representative shall issue a written Notice of Relocation Impact Report with a copy of the Relocation Impact Report. The notice and Relocation Impact Report shall be sent by regular and certified mail and posted on the door of each rental unit. (e)Notice of Application Approval. No later than ten (10) days after receiving final approval of a project application (concurrent with the fifteen (15) day appeal period), the SRO hotel owner or the owner’s authorized representative shall notify each long-term resident household residing on the subject real property that the application has been approved. The notice shall be sent by regular and certified mail and posted on the door of each SRO unit. (f)Notice of Termination. No later than ten (10) days after issuing the Notice of Application Approval, the SRO hotel owner or authorized representative shall provide a written Notice of Termination to all long- term residents subject to displacement pursuant to Civil Code Sections 1946 and 1946.1. The date to vacate shall not be prior to the City’s determination that the SRO hotel owner has complied with this chapter. From the date of the Notice of Intent, each long-term resident residing on the subject real property shall be entitled to a period of one (1) year before the issuance of the Notice of Termination. This period ensures that residents have adequate time to prepare for relocation and make necessary arrangements. The owner or the owner’s agent must adhere to this one (1) year period, ensuring no Notice of Termination is issued prior to the completion of this timeframe. City of South San Francisco Printed on 1/9/2025Page 6 of 12 powered by Legistar™389 File #:24-710 Agenda Date:1/8/2025 Version:1 Item #:14b. 8.90.070 Required Findings Approval of an SRO Conversion Permit by the Department shall include conditions of approval to mitigate, to the full extent legally feasible, the adverse impact of the proposed conversion on the ability of displaced SRO residents to find adequate housing in a comparable SRO unit or, in the alternative, adequate replacement housing. The conditions of approval shall not exceed the reasonable costs of relocation of all long-term residents. Prior to approving the SRO Conversion Permit, the Director, or their designee, shall make the following findings: (a)The applicant has complied with the provisions of this chapter and state law regarding conversion of SRO hotels; (b)Measures to address, to the full extent legally permissible, the adverse impacts of the conversion on the ability of displaced long-term residents to find adequate housing in a SRO hotel unit or, in the alternative, adequate replacement housing have been taken; and (c)For SRO Conversion Permit applications accompanied by any additional request for discretionary approval, including, but not limited to a request for subdivision, General Plan amendment, zoning amendment, or use permit, all required findings for the additional approval have been made. 8.90.080 Conditions of Approval; Relocation Plan. The SRO Conversion Permit shall include as conditions of approval relocation options for each displaced long- term resident in a relocation plan, as follows: (a)Moving allowance for long-term residents: For all long-term residents, relocation assistance shall include a moving allowance sufficient to pay for a move to another SRO unit or other replacement housing, within a thirty (30) mile radius or, with Director approval, a one hundred (100) mile radius of the SRO unit to be vacated. The resident is responsible for any additional costs to move to a location outside of the radius. Moving allowance includes: 1)A full refund of a long-term resident’s security deposit, if applicable; 2)Payment of moving costs for personal belongings and first and last month’s rent and security deposit at the identified alternative housing for all long-term residents; 3)A sixty (60) day subscription to a rental agency service to support long-term residents in obtaining a space in a comparable SRO hotel, within thirty (30) miles or, with Director approval, one hundred (100) miles of the SRO hotel; and 4)The cash equivalent of six (6) months’ rent shall be paid to the long-term resident household renting a unit. The amount to be paid shall be calculated at the time the relocation application is approved by the City based on the most recent U.S. Department of Housing and Urban Development’s Fair Market Rent calculation for San Mateo County for a similar-sized unit with the same number of bedrooms. (b)If the SRO hotel is being rehabilitated, the financial assistance benefits required by this section need not be provided if comparable accommodations, as defined by the California Code of Regulations, are provided on or off the premises to the long-term residents during the period of rehabilitation. The owner City of South San Francisco Printed on 1/9/2025Page 7 of 12 powered by Legistar™390 File #:24-710 Agenda Date:1/8/2025 Version:1 Item #:14b. shall give a right of first refusal to relocate to a rehabilitated unit to each long-term resident who qualifies as very low income. When comparable living space is provided, the applicant shall pay each affected long-term resident all reasonable moving and related expenses. (c)The financial benefits shall be paid by the SRO hotel owner to the long-term resident within five (5) business days of written notice by the long-term resident that he or she will vacate the premises on a date specified by him or her, but no more than thirty (30) calendar days in advance of the move-out date. Written notice forms approved by the Department shall be provided to the long-term residents by the owner. (d)Relocation Counselor. The applicant shall give the Director reasonably satisfactory evidence of a contract between the applicant and the Relocation Counselor providing that no later than thirty (30) days after approval of the SRO Conversion Permit, the Relocation Counselor shall make personal contact with each displaced long-term resident of the SRO hotel and initiate the relocation assistance process. The contract shall require the Relocation Counselor to give each long-term resident a written notice of their options for relocation assistance. (e)Right of first refusal for residents. For all long-term residents, relocation assistance shall include the right of first refusal to purchase or rent new homes or apartments to be constructed on the SRO hotel site, if applicable. Income-eligible residents may have first priority to purchase or rent any below market units which may be constructed on the SRO hotel site if they meet all eligibility requirements for the program. To receive priority for below market rate units, interested residents shall file a request with the Department before vacating the SRO hotel. 8.90.090 Approval Timeline. An SRO Conversion Permit will be approved no sooner than three hundred sixty-five (365) days after a Notice of Intent is issued, provided that all conditions and requirements of this ordinance are met. The following provides a high-level summary of the approval process for an SRO Conversion Permit. This summary is for reference only; detailed provisions elsewhere in this chapter govern. (a)Application Review: 1)SRO hotel owner submits an application, including all required documentation. The Department reviews the application for completion of the filing requirements outlined in Section 8.90.040. 2)Staff reviews the application and issues a completeness determination within thirty (30) days of submittal. An “incomplete” determination will include a list of items that are needed to be considered a complete application. (b)Notice of Intent: 1)SRO hotel owner issues the notice to residents and the City no later than thirty (30) days after the application is deemed complete by the Department. (c)Verification of Notice: 1)SRO hotel owner submits evidence of compliance with notice requirements to the Department within fifteen (15) days of issuing the Notice of Intent. (d)Informational Meetings: 1)SRO hotel owner conducts at least one (1) informational meeting with residents after the Notice City of South San Francisco Printed on 1/9/2025Page 8 of 12 powered by Legistar™391 File #:24-710 Agenda Date:1/8/2025 Version:1 Item #:14b. of Intent is issued but before any hearings on the permit. 2)Notices for these meetings must be sent at least fifteen (15) days in advance. (e)Review of Application: 1)The Director or their designee makes required findings as outlined in Section 8.90.070, including approval conditions to mitigate the adverse impact of the proposed conversion. (f)Approval of Permit: 1)The Director or their designee must approve the permit no sooner than three hundred sixty-five (365) days after the Notice of Intent is issued, provided all conditions and requirements of this ordinance are met. (g)Notices Following Approval: 1)Notice of Application Approval: Issued to residents within ten (10) days of final permit approval. 2)Notice of Termination: Issued within ten (10) days after issuing the Notice of Application Approval, with at least one (1) year of notice prior to requiring residents to vacate their respective SRO unit. 8.90.100 Term of Permit Approval. The SRO Conversion Permit shall expire one (1) year from the date of its approval, unless the applicant requests an extension setting forth satisfactory reasons for not proceeding within the one (1) year period. The Director may grant no more than two (2) such extensions of one (1) year each, based upon a showing that good faith progress has been made toward fulfilling the conditions of approval, or some intervening event not the fault of the SRO hotel owner has prevented timely compliance with the conditions of approval. An application must be filed with the Department no less than sixty (60) days prior to the expiration of the SRO Conversion Permit or any extension. If relocation assistance has not been provided to all long-term residents in accordance with this chapter within three (3) years of the original date of permit approval, a new Relocation Impact Report and application shall be required in accordance with this chapter. Each year on the anniversary date of the permit approval, the relocation assistance shall be increased by an amount equivalent to the increase in the cost- of living index for the Oakland/San Francisco area published by the U.S. Department of Labor. The index shall be for the quarterly period closest to the anniversary date of the permit. 8.90.110 Appeals Process. The SRO Conversion Permit appeals process is as follows: (a)Written appeal: 1)A long-term resident household or SRO hotel owner may contest a decision, order, or determination regarding relocation payments or a notice of penalty or fine assessed this chapter by submitting an appeal in writing together with the appeal fee listed in the City’s fee schedule. The appeal shall set forth the factual basis for disputing the decision, order, or determination. 2)Appeals must be addressed to the Director, and must be received within fifteen (15) days of the date appearing on the decision, order, or determination regarding relocation benefits or the notice of penalty or fine. A copy of the appeal must be provided by the appellant to any long- term resident household(s) or SRO hotel owner(s) directly affected by the appeal on or by the City of South San Francisco Printed on 1/9/2025Page 9 of 12 powered by Legistar™392 File #:24-710 Agenda Date:1/8/2025 Version:1 Item #:14b. same date that the appeal is received by the Director. (b)Hearing procedure: 1)Upon receipt of a written appeal and appeal fee, the Director shall schedule a hearing before the appeals panel, which shall be a three-member subcommittee of the Planning Commission. Any long-term resident household(s) or SRO hotel owner(s) directly affected by the appeal shall have the right to attend and participate in the hearing. 2)The appeal hearing shall be set for a date within thirty (30) days from the date that the appeal is filed, unless the Director determines that good cause exists for an extension of time. The appellant and any long-term resident household(s) or SRO hotel owner(s) directly affected by the appeal shall receive notice of the time and place at least fifteen (15) days prior to the hearing unless the Director determined, in writing, that the matter is urgent, in which case the appellant and any long-term resident household(s) or SRO hotel owner(s) directly affected by the appeal shall receive at least five (5) days’ prior notice of the hearing. 3)Documentary evidence and names of potential witnesses shall be provided by the enforcement officer and the appellant to the appeals panel and any long-term resident household(s) or SRO hotel owner(s) directly affected by the appeal at least five (5) days prior to the appeal hearing or as soon as practicable prior to the hearing. At the hearing, the long-term resident household(s) or SRO hotel owner(s) directly affected by the appeal shall be given the opportunity to testify and to present evidence concerning the decision, order, or determination regarding relocation benefits or the notice of penalty or fine. The failure of appellant to appear at the appeal hearing shall constitute a forfeiture of the fine or penalty (if applicable). 4)The decision, order, or determination regarding relocation benefits or the notice of penalty or fine and any additional report submitted by the enforcement officer shall constitute prima facie evidence of the respective facts contained in those documents. (c)Decision on appeal: 1)After considering all of the testimony and evidence submitted at the hearing, the appeals panel shall issue a written decision to uphold or cancel all or part of the decision, order, or determination regarding relocation benefits or the notice of penalty or fine and shall state the reasons for that decision. The decision of the appeals panel shall include findings regarding the evidence in the record and submitted at the hearing, as well as the existence of any proper grounds for the order to pay relocation benefits or the notice of penalty or fine. A copy of the appeals panel written decision shall be provided to the long-term resident household(s) as well as any SRO hotel owner(s) directly affected by the appeal. 2)If the appeals panel determines that the decision, order, or determination regarding relocation benefits or the notice of penalty or fine should be upheld, then the SRO hotel owner shall pay the appropriate sum(s) to the long-term resident household(s) and/or the City within ten (10) days after the SRO hotel owner’s receipt of the appeals panel’s written decision. 3)To the extent allowed by law, the decision, order, or determination regarding relocation benefits or notice of penalty or fine shall have the same force and effect as a resolution of the City Council for the purpose of filing a lien, special assessment, or for pursuing any other method of collection. City of South San Francisco Printed on 1/9/2025Page 10 of 12 powered by Legistar™393 File #:24-710 Agenda Date:1/8/2025 Version:1 Item #:14b. 8.90.120 SRO Conversion Through Closure. Whenever twenty-five (25) percent or more of the total number of SRO hotel units within an SRO hotel are uninhabited for more than ninety (90) consecutive days, and such condition was not caused by a natural or physical disaster beyond the control of the SRO hotel owner, then such condition shall be deemed a “SRO Hotel Closure” for the purposes of this ordinance. The SRO hotel owner, or authorized representative, shall file an application for conversion within a reasonable amount of time as determined by the Director, in compliance with this chapter. An SRO hotel site is considered to be "uninhabited" when no rent is being paid for the use of the site and it is unoccupied by a long-term resident. An SRO hotel long-term resident or other interested party who believes that twenty-five (25) percent or more of the total number of SROs within an SRO hotel are uninhabited may file a written statement to that effect with the Director. The Director or their designee shall investigate and determine whether an unpermitted conversion through vacancy has occurred. Once the Director makes such a determination, a written notice that describes such determination shall be sent by the City to the SRO hotel owner, the SRO property manager, and the person who filed the written statement. 8.90.130 Exemption from Relocation Assistance Requirements. Any person who files an application for an SRO Conversion Permit may, simultaneously, and as part of the filing of such application, request an exemption from some or all of the relocation assistance requirements described in Section 8.90.080. The request shall be processed in conjunction with the application for the permit, and shall be distributed to each long-term resident household at the time of application submittal. The applicant may request, in writing, an exemption if (i) the relocation assistance required exceeds the reasonable costs of relocation for a displaced SRO hotel; or (ii) if, as part of bankruptcy proceeding, the bankruptcy court has taken action that would prohibit or preclude the payment of relocation assistance benefits, in whole or in part; or (iii) if the relocation assistance required would eliminate all or substantially all reasonable economic value of the property for alternate uses. Any request for exemption shall contain at a minimum, the following information: (a)Statements of profit and loss from operations of the SRO hotel for the five (5) year period immediately preceding the date of the application for exemption, certified by a certified public accountant. All such statements shall be maintained in confidence to the extent permitted by the California Public Records Act. (b)An estimate of the total cost of relocation assistance which would be required in compliance with Section 8.90.080. This estimate shall be based on the costs related to providing the relocation assistance, as otherwise required under Section 8.90.080. (c)If the applicant contends that continued use of the property as an SRO hotel necessitates repairs and/or improvements that are not the result of the SRO hotel owner or applicant's negligence or failure to properly maintain such property, and that the costs thereof make continuation of the SRO hotel economically infeasible, then the request shall include a report by a civil engineer or licensed general contractor outlining such costs. (d)If the proposed closure is due to conversion of the land to another use, an estimate of the value of the SRO hotel, an estimate of the value as is, and estimate of value after the change shall be provided. These estimates shall be prepared by a certified real estate appraiser. City of South San Francisco Printed on 1/9/2025Page 11 of 12 powered by Legistar™394 File #:24-710 Agenda Date:1/8/2025 Version:1 Item #:14b. (e)Any request for exemption filed pursuant to a bankruptcy proceeding shall be accompanied by adequate documentation regarding the case name, case number, and court in which the bankruptcy proceeding is pending, and copies of all pertinent judgments, orders and decrees of the said court. In determining whether to waive or modify a portion or all of any type of benefit that would otherwise be due under this ordinance, the Department may take into account the financial history of the SRO hotel, its condition and the condition of the amenities and improvements thereon, the cost of any necessary repairs, improvements, or rehabilitation of said SRO hotel, the estimated costs of relocation, the fair market value of the property for any proposed alternative use, the fair market value of the property for continued use as an SRO hotel, and any other pertinent evidence requested or presented. The Department shall expressly indicate in its decision any waiver and the extent thereof and the reason therefor. The Department determination is subject to appeal by the parties and process indicated in Section 8.90.110. SECTION 3. Severability. If any section, subsection, sentence, clause or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by the decision of a court of competent jurisdiction, it shall not affect the remaining portions of this Ordinance. SECTION 4. Publication and Effective Date. Pursuant to the provisions of Government Code Section 36933, a summary of this Ordinance shall be prepared by the City Attorney. At least five (5) days prior to the Council meeting at which this Ordinance is scheduled to be adopted, the City Clerk shall (i) publish the Summary, and (ii) post in the City Clerk’s Office a certified copy of this Ordinance. Within fifteen (15) days after the adoption of this Ordinance, the City Clerk shall (i) publish the summary, and (ii) post in the City Clerk’s Office a certified copy of the full text of this Ordinance along with the names of those City Council members voting for and against this Ordinance or otherwise voting. This Ordinance shall become effective thirty (30) days from and after its adoption by the City Council. ***** City of South San Francisco Printed on 1/9/2025Page 12 of 12 powered by Legistar™395 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-711 Agenda Date:1/8/2025 Version:1 Item #:15. Report regarding the adoption of urgency and standard ordinances establishing a permit process for mobile home park closures,redevelopments,or changes of use,including noticing and relocation benefits.(Pierce Abrahamson, Management Analyst II) RECOMMENDATION Staff recommend that the City Council consider adopting an urgency ordinance and introducing a regular ordinance to establish a permit process for mobile home parks proposed to be converted,demolished,and/or redeveloped.The intention of this policy is to establish streamlined administrative processes for the City to enforce noticing and relocation benefit requirements for residents displaced for this housing type. BACKGROUND South San Francisco is home to a unique type of naturally occurring affordable housing:mobile home parks. When a mobile home park closes or is converted to another use,its residents are displaced.Due to the complicated rental and ownership nature of these parks,displaced mobile home owners often face the difficult choice of whether to abandon their home or move their home to another mobile home park,often an expensive and onerous process.Additionally,some individuals rent mobile homes and are at risk of displacement in the event of a mobile home park closure or redevelopment.This is because although the median rental unit as of December 2024 in South San Francisco is $3,200 per month according to Zillow,the median mobile home site rents for $1600 per month.Consequently,when mobile home park owners seek to sell or redevelop these properties,residents may face challenges finding new,permanent affordable housing options. Mobile Home Parks in South San Francisco Treasure Island Mobile Home and RV Park located at 1700 El Camino Real is the only mobile home park currently in South San Francisco.According to the California Department of Housing and Community Development (HCD),the state department responsible for regulating and permitting mobile home parks,the park has 145 permanent mobile home sites.The City recently received a notice from HCD that the Treasure Island Mobile Home and RV Park are out of compliance with state law that requires the park to maintain a valid permit to operate (PTO)with HCD.By violating this state law,the park may also be in violation of the City’s Zoning Code. San Mateo Housing Leadership Council canvassed Treasure Island Mobile Home Park residents in early 2024 to assess their housing needs and shared an overview of survey responses with City staff.The survey revealed that many residents are low-income seniors on fixed incomes,with a primary concern being long- term housing security.It also highlighted the diverse rental and ownership structures among mobile home residents,including those who own their homes but rent the sites where the mobile homes are located,and City of South San Francisco Printed on 1/3/2025Page 1 of 8 powered by Legistar™396 File #:24-711 Agenda Date:1/8/2025 Version:1 Item #:15. residents,including those who own their homes but rent the sites where the mobile homes are located,and those who rent both the sites and the mobile homes. General Plan & Housing Element Policies The City adopted a comprehensive update to the General Plan (GP)in 2022 and received State certification for its 2023-2031 Housing Element.As stated in the General Plan,the City’s housing priorities include new housing production while preserving affordable housing and protecting vulnerable residents from housing instability and displacement.The proposed policies addressing mobile home park displacement help achieve the goals outlined in the Housing Element and General Plan.Specifically,the proposed ordinances contribute to the following policy goals identified in implementing the Fair Housing Action Plan (FHAP)in the City’s certified Housing Element: ·Policy EQ-3:Support residents who are at-risk of being displaced.Reduce the rate of evictions and support low-income residents who are at risk of being displaced. (GP) ·Policy EQ-8:Protect existing residents from displacement in areas of lower or moderate opportunity and concentrated poverty and preserve housing choices and affordability. (FHAP) ·Program PRSV-5.2 Assist Tenants at Risk of Displacement:The City shall assist tenants displaced by the conversion of at-risk units by providing information about tenants’rights,providing referrals to relevant social service providers,endeavoring to establish a funding source to assist nonprofit organizations that support tenants, and facilitating other support as appropriate. While the intention of developing a permit process to secure noticing and relocation benefits for residents being displaced from mobile homes is not to prevent redevelopment or conversion of those properties,this sort of policy can be viewed as an anti-displacement effort.The goal is to lessen the financial,emotional,and familial impact of an eviction from a naturally affordable housing unit into,most-likely,a market rate housing environment.In this way,the proposed ordinances are an anti-displacement measure,aimed at addressing the causes and impacts of residential displacement. Relationship to Anti-Displacement Roadmap While the City continues to pursue its Commercial and Residential Anti-Displacement Roadmap,the Council has directed staff to bring forward more urgent policies and not to wait for the conclusion of the multi-year Roadmap preparation if the policies are warranted in the immediate term.Mobile home park acquisitions and redevelopments have been covered by the media nationally and while staff is unaware of any short-or medium-term plans for the mobile home park in South San Francisco to redevelop,the City has received a notice from HCD that Treasure Island Mobile Home and RV Park is in violation of Health and Safety Code (HSC),Section 18500 for an expired operating permit.Consequently,the adoption of policies to address mobile home conversion may be necessary in the near term,including as an interim urgency ordinance,and not at the conclusion of the Roadmap process. City of South San Francisco Printed on 1/3/2025Page 2 of 8 powered by Legistar™397 File #:24-711 Agenda Date:1/8/2025 Version:1 Item #:15. Benchmarking Research Staff conducted extensive research on existing policies in the region.In developing policies to address mobile home conversion or redevelopment in South San Francisco,staff consulted with jurisdictions that have implemented similar measures and engaged with community-based organizations familiar with these housing types.Insights from these discussions were instrumental in crafting policies to address mobile home park conversion. State Law Existing state law (California Government Code Sections 65863.7,66427.4(a))establishes a minimum standard for local regulation of the conversion of mobile home parks to other uses and mobile home park closures.Specifically,the state law requires the entity proposing the conversion or redevelopment to file a report on the impact of the conversion,closure,or redevelopment of the mobile home park.The report must include a replacement and relocation plan that adequately mitigates the impact on the displaced residents of the mobile home park.This legislation does not prevent a local agency from enacting more stringent measures. San Mateo County Ordinances The County of San Mateo has adopted more stringent regulatory measures,as allowed by state law.Chapter 5.156 of San Mateo County Ordinance Code addresses mobile home parks located in unincorporated San Mateo County.The County legislation requires mobile home park owners to submit a relocation impact report to the County prior to converting or closing the mobile home park.This also creates a process for park owners to notify park tenants. The County also took these regulations a step further,enshrining a mobile home park zoning district that is overlayed on mobile home park properties throughout unincorporated County.Since the implementation of these ordinances,no mobile home park conversions have been proposed.While these ordinances do not preclude redevelopment or conversion if pursued by park owners,they discourage conversion by increasing the time and costs. City of San Jose Ordinances City staff also examined the City of San Jose’s mobile home ordinances.San Jose has enacted both a Mobile Home Rent Ordinance and a Mobile Home Conversion Ordinance,which together provide rent stabilization and tenant protections.The conversion ordinance,an expansion of a 1986 measure,aims to prevent the permanent displacement of residents and mitigate homelessness among lower-income mobile home residents.San Jose’s measures include relocation assistance and advance notice requirements and were updated to provide more specificity in definitions and implementation following a notable 2021 mobile home park closure. In 2021,Winchester Ranch Mobile Home Park closed.It housed over 145 seniors.Most of the mobile home park’s residents benefited from buyouts or condominiums in the new development on the property;however, some newer residents only received buyouts and were not able to stay in place through the right of first refusal.City Staff faced criticism for vague definitions and expectations of who is entitled to relocation City of South San Francisco Printed on 1/3/2025Page 3 of 8 powered by Legistar™398 File #:24-711 Agenda Date:1/8/2025 Version:1 Item #:15. refusal.City Staff faced criticism for vague definitions and expectations of who is entitled to relocation benefits.Updates to this policy have been effective in ensuring all permanent residents receive tenant protections and illustrate the effectiveness of a well-structured conversion policy in balancing development with tenant protections, but additionally highlight the importance of who is included within protections. DISCUSSION At this time,staff recommends adopting an urgency ordinance to address mobile homes parks that amends the City’s Health and Welfare Ordinance,Chapter 8 of the South San Francisco Municipal Code.An urgency ordinance goes into effect immediately and can be adopted at a single meeting.This ensures the protections afforded by the ordinance are immediately applicable.As Council is aware,a regular ordinance requires two readings and cannot go into effect earlier than 30 days after adoption.The urgency ordinance will cover any regulated changes to existing mobile home parks while the standard ordinance process is completed.Both the urgency and permanent ordinances are drafted to: 1.Define triggering events; 2.Define qualifying tenants; 3.Mandate substantial noticing before a mobile home park is closed, demolished, and/or converted; 4.Establish relocation benefits for tenants of mobile home parks; and 5.Develop a ministerial approval process for mobile home park conversions.This would not include a ministerial approval of any new use,simply that the property is permitted to convert after having met the noticing and relocation requirements of the ordinances. Staff do not recommend requiring permanently preserving mobile home parks by requiring site for site replacement or payment in-lieu fees.What staff recommends is formalizing a process that maximizes protection for displaced tenants,the primary objective of which is to ensure vulnerable residents can remain in South San Francisco (if they would like to) and avoid displacement from the community at large. Triggering Events Staff recommend a Conversion Permit (the primary mechanism of enforcing the ordinances)is triggered when a park owner proposes any one of the following actions: 1.Conversion of the mobile home park from long-term housing to providing short-term stays; 2.Conversion of the current sites to another use, such as commercial offices; 3.Conversion through vacancy, including holding a percentage of sites vacant over the long term; and City of South San Francisco Printed on 1/3/2025Page 4 of 8 powered by Legistar™399 File #:24-711 Agenda Date:1/8/2025 Version:1 Item #:15. 4.Closure. The use of a site for tourist and/or short-term use is also considered a conversion and would be captured under the first event.Even though a site may still serve a residential purpose,if a site transforms from serving residents with long-term leases (leases over 30 days)to a day-to-day basis,this is considered a conversion to short-term use.Additionally,to prevent mobile home park owners from coercing residents to vacate and deliberately keeping sites empty to evade paying relocation benefits prior to closure,staff recommend defining vacancy for the purposes of triggering the conversion permit process.Specifically,if 25%or more of the sites in a mobile home park remain uninhabited for over 90 consecutive days,without being due to a natural or physical disaster,this condition should be considered a conversion under the ordinances. Qualifying Tenants Staff propose that a qualifying tenant be defined as a resident residing in the mobile home park for a period of longer than 30 consecutive days in the 180-day period prior to the issuance of a notice of intent to apply for a Conversion Permit.This does not include short-term mobile home park site renters who are individuals staying for a period of less than 30 consecutive days.This definition may be expanded to include the spouse, parents,children,and grandchildren of the legal resident when those people legally reside in the unit on the date of the application.The ordinances are drafted such that residents who rent the mobile home site but own their mobile homes and residents who rent the sites and rent their mobile homes are both eligible to receive relocation benefits. Noticing Requirements Staff recommend mobile home park owners to be required to provide notices to tenants throughout the conversion permit process.Specifically,an effective noticing strategy would include the park owners notifying eligible residents of: ·The intent to apply for a Mobile Home Park Conversion Permit; ·Informational meeting(s),with two meetings minimum required for the Mobile Home Park Conversion Permit; ·No sooner than 12 months after the intent to apply for a Mobile Home Park Conversion Permit,the approval of the application; ·The approval of a Relocation Impact Report; and ·No sooner than 12 months after the approval of the Mobile Home Park Conversion Permit application, the termination of residency would be given. City of South San Francisco Printed on 1/3/2025Page 5 of 8 powered by Legistar™400 File #:24-711 Agenda Date:1/8/2025 Version:1 Item #:15. Relocation Benefits While it does not permanently preserve mobile home parks,a requirement to pay relocation benefits seeks to formalize a process that maximizes protections for displaced tenants.The primary objective of relocation benefits is to ensure that vulnerable residents can remain in South San Francisco and avoid displacement from the community at large. The ordinances are drafted to provide the following relocation benefits to all qualifying tenants,informed by research into best practices. ·Noticing (as described above). ·Mandating a Relocation Impact Report to identify adequate replacement housing in nearby mobile home parks or other housing options for displaced residents and identify relocation costs. ·Use of a "Relocation Counselor"to aid residents who are in search of alternative housing,particularly subsidized housing. ·Payment of moving costs for personal belongings and first and last month's rent and security deposit at the identified alternative housing for all eligible residents. ·Payment of temporary lodging of up to six months, if necessary. The table below outlines the projected costs of providing relocation benefits for one displaced household seeking to rent a one-bedroom apartment in South San Francisco. AMOUNT 6 months’ rent cash benefit $16,908 Security deposit $ 2,500 First and last month’s rent $ 5,636 Moving costs $ 1,850 Subscription to Relocation Counselor $ 500 TOTAL $27,394 In addition to the relocation benefits outlined above for all qualifying tenants,the ordinances are also drafted to include additional protections for those residents who own their mobile homes and rent the mobile home park sites.Specifically,the ordinances require payment of the costs to move the mobile home to a new park,if feasible,or payment of in-place value of the mobile home that cannot be moved (based on the appraised value).These costs may vary significantly based on the condition and structure of each mobile home,and City of South San Francisco Printed on 1/3/2025Page 6 of 8 powered by Legistar™401 File #:24-711 Agenda Date:1/8/2025 Version:1 Item #:15. value).These costs may vary significantly based on the condition and structure of each mobile home,and therefore staff have not endeavored to estimate these costs. Mobile home park owners may request a waiver of the relocation benefits specified in the Relocation Impact Report in cases of bankruptcy or if the required relocation assistance exceeds reasonable costs for displaced residents. Approval Process for Conversions Staff propose to create a Mobile Home Park Conversion Permit process to monitor and enforce noticing requirements and relocation benefits for residents at risk of displacement.To receive an approved Mobile Home Park Conversion Permit,owners would have to provide a notice of intent to apply for a permit to all residents at their mobile home park at least 12 months prior to the approval date of the permit. During this 12-month period, the owner will work diligently to complete the following steps. 1.Complete a Mobile Home Park Conversion Permit application form and pay a fee (to be established and incorporated into the Master Fee Schedule). 2.Prepare a Relocation Impact Report. 3.Compile a list of all qualifying tenants. Staff propose that 12 months after the Mobile Home Park Conversion Permit has been granted,the owner could terminate the residential leases on the property. This Conversion Permit process could happen in parallel to an entitlement process for a new use,should that be the owner’s intent.However,staff recommend no permit for a new use,change of use,or demolition would be granted until all requirements of the Mobile Home Park Conversion Permit have been met. FISCAL IMPACT The implementation of the new permit requirement will lead to minor increased costs for the Planning and Housing Divisions.These additional expenses can be offset by new fees collected from permit applications once a corresponding amendment is made to the City’s Master Fee Schedule. CONCLUSION In August 2024,staff presented this policy framework to the Housing Standing Committee of the City Council and Planning Commission.The Housing Committee provided feedback that adopting it via an urgency ordinance may be necessary to avoid a gap between introducing the regular ordinance and its effective date. The Committee moreover advised providing noticing for the urgency ordinance,which were mailed out to property owners,managers,and residents on December 30,2024.Additionally,they advised providing a relocation radius more generous than San Mateo County limits.This feedback was incorporated to allow for relocation assistance to another housing unit within a 30-mile radius,or up to 100-mile radius with the City of South San Francisco Printed on 1/3/2025Page 7 of 8 powered by Legistar™402 File #:24-711 Agenda Date:1/8/2025 Version:1 Item #:15. relocation assistance to another housing unit within a 30-mile radius,or up to 100-mile radius with the approval of the Director of the Department of Economic and Community Development. At this time,staff recommend that the City Council consider adopting an urgency ordinance in tandem with a regular ordinance for mobile home parks proposed to be converted,demolished,and/or redeveloped.The intention of these ordinances is to establish streamlined administrative processes for the City to enforce noticing and relocation benefit requirements for residents displaced from these housing types. City of South San Francisco Printed on 1/3/2025Page 8 of 8 powered by Legistar™403 Proposed Urgency and Permanent Ordinances for Mobile Home Conversion Permits City Council January 8, 2025 Government Code Section 54957.5 SB 343 Item Agenda: 01/08/2025 REG CC Item 15 404 Background •Mobile homes are naturally affordable to low-income households; $1600 median monthly rent for a space •Market Rate Comparison: $1,795 for studios and $2500 for one-bedroom apartments in South San Francisco •Treasure Island Mobile Home and RV Park’s operating permit with the State’s Housing Department (HCD) is expired •Violation of State Law, likely City’s Zoning Code as well •Other jurisdictions have enacted legislation to intervene in redevelopment to minimize resident displacement 405 Mobile Home Park in South San Francisco Treasure Island Mobile Home and RV Park (1700 El Camino Real) Mobile home residents surveyed by San Mateo Housing Leadership Council Mix of long-term and short-term residents 406 Policy Goals •Establish streamlined administrative processes for the City to enforce noticing and relocation benefit requirements for residents displaced if/when this housing type changes use •Provide tenant protections for lower-income individuals vulnerable to displacement 407 Housing Element Alignment •Policy EQ -3: Support residents who are at- risk of being displaced •Policy EQ -8: Protect existing residents from displacement in areas of lower or moderate opportunity and concentrated poverty and preserve housing choices and affordability •PRSV-5.2 Assist tenants at risk of displacement 408 Research Conducted •Ordinances passed in 2017 •Includes rent control, establishing a zoning distrct, and a change of use ordinance •Staff members report policy success—no conversion so far County of San Mateo •Mobile Home Ordinances passed in 2016 •Hosts 43 mobile home parks comprising of over 10,000 units •Established Mobile Home Park Land Use Designation, Conversion Permitting Process, and Rent Stabilization •Relocation benefits include right of first refusal City of San Jose 409 Conversion Permit Application Process The application package includes: •Conversion Permit application form and fee •Relocation Impact Report •A list of all tenants who qualify for relocation benefits •Acknowledgement of Owner's obligations to provide written notices and informational meeting •Any other information that ECD determines is necessary to ensure compliance with this Ordinance and State law 410 (Nearly) Identical to SRO Ordinance Nearly all policies of the Mobile Home Ordinances, including: •Triggering Events •Qualifying Tenants •Relocation Benefits Are identical to those of the SRO Ordinances, EXCEPT FOR…. 411 Relocation Benefits of Mobile Home Owners Rent space, but own mobile home (variance) Payment of costs to move the mobile home to a new park and rent for six months OR Payment of in-place value of the mobile home that cannot be moved (based on the appraised value) Rent space and mobile home (same as SRO) Cash payment of moving costs, rent for six months, and a security deposit for a new housing unit Can request to move to a comparable mobile home park or to other comparable housing *short term RV guests not eligible* 412 Council Action Staff recommends Council consider adopting today an urgency ordinance and introducing a permanent ordinance for mobile home parks proposed to be converted, demolished, and/or redeveloped. Objective: establish streamlined administrative processes for the City to enforce noticing and relocation benefit requirements for residents displaced from mobile homes. Urgency ordinance: if adopted today, effectively immediately Permanent ordinance: introduced today. If adopted on 1/22, effective 30 days after 413 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-712 Agenda Date:1/8/2025 Version:1 Item #:15a. Urgency Ordinance amending the South San Francisco Municipal Code to add Chapter 8.80 (Mobile Home Park Conversion) to Title 8 to define and expand relocation benefits for tenants of mobile home parks and formalize a local approval process for mobile home park closure, and mandate additional noticing before a park is closed and or converted. WHEREAS, there is one mobile home park located in the City of South San Francisco (“City”), which currently provides 145 sites for mobile housing units; and WHEREAS, many of the sites in these mobile home parks are occupied by low-income families and seniors who own or rent their mobile homes; and WHEREAS, many such units in these mobile home parks cannot readily be moved to a new mobile home park due to their physical condition, or there are few local relocation options because most parks in the area will only accept new mobile homes; and WHEREAS, existing state law, AB 2782 of 2020 (“The Mobile Residency Law”), and county law requires park owners to submit relocation impact reports to local governing bodies prior to conversion or closure of mobile home parks, and authorizes governing bodies to impose conditions on the conversion or closure to mitigate adverse impacts of the conversion or closure, including the potential inability of displaced residents to find adequate replacement housing; and WHEREAS, state law allows local governing bodies to adopt local procedures to implement these relocation impact requirements; and WHEREAS, the City is currently experiencing an affordable housing crisis, with demand for such housing far outweighing the available supply, and with the U.S. Department of Housing and Urban Development (“HUD”) “Fair Market Rent” rate for a one-bedroom apartment in the County increasing from $2,665 per month in 2023 to $2,818 per month in 2024; and WHEREAS, the California Department of Housing and Community Development (“HCD”) has recently notified the City that the only operating mobile park within its jurisdiction is in violation of Health and Safety Code Section 18500, for failure to maintain a valid permit to operate with HCD; and City of South San Francisco Printed on 1/13/2025Page 1 of 14 powered by Legistar™414 File #:24-712 Agenda Date:1/8/2025 Version:1 Item #:15a. WHEREAS, such conversion or closure of mobile home parks in the City would displace vulnerable residents of the City, including low-income families and seniors, and the risk of such displacement poses a current and immediate threat to the public health, safety, or welfare; and WHEREAS, City Council wishes to adopt local procedures for review of applications for conversion and closure of mobile home parks and to attempt to mitigate any impact to the public health, safety, and welfare of such conversions and closures, to the extent permitted by state law; and WHEREAS, the City Council finds and determines that there is an immediate need to require notice and relocation assistance to the residents of mobile home parks in the City due to limited relocation options and the ongoing affordable housing crisis; and WHEREAS, this Urgency Ordinance is necessary to provide the Economic and Community Development Department with clearly established legal authority to protect the public and prevent the homelessness of potentially displaced mobile home park residents by establishing a temporary notice and relocation assistance requirement; and WHEREAS, the City Council finds that a similar ordinance passed in 2017 by the County of San Mateo has resulted in no conversions thus far; and WHEREAS, this Urgency Ordinance aligns with Housing Element Policy EQ-3: Support residents who are at risk of being displaced, Policy EQ-8: Protect existing residents from displacement in areas of lower or moderate opportunity and concentrated poverty and preserve housing choices and affordability, and PRSV-5.2: Assist tenants at risk of displacement; and WHEREAS, this Urgency Ordinance does not require review under the California Environmental Quality Act (Public Resources Code Sections 21000 et seq.; “CEQA”) pursuant to CEQA Guidelines Sections 15061(b)(3) and 15378 because this Urgency Ordinance requires notice and mitigation of social and financial impacts to residents of mobile home parks prior to conversion to a different use, and there is no evidence that this Urgency Ordinance could have any adverse effect on the environment. NOW, THEREFORE, the City Council of the City of South San Francisco in the State of California, ordains as follows: SECTION 1. Findings. The City Council of South San Francisco finds that all Recitals are true and correct and are incorporated herein by reference. SECTION 2.Urgency Findings. The City Council of South San Francisco hereby finds that there is a need for immediate preservation of the public health, safety, and welfare that warrants this urgency measure, which finding is based upon the facts City of South San Francisco Printed on 1/13/2025Page 2 of 14 powered by Legistar™415 File #:24-712 Agenda Date:1/8/2025 Version:1 Item #:15a. stated in the Recitals above, and the accompanying staff report, as well as any oral and written testimony at the January 8, 2025 City Council meeting, and that adoption of this Urgency Ordinance will implement anti- displacement regulations for mobile home park residents that address that immediate threat to public health, safety, and welfare. SECTION 3. Amendment of Title 8 of the South San Francisco Municipal Code to Add Chapter 8.80 (Mobile Home Park Conversion). The City Council hereby adds Title 8, Chapter 8.80 (“Mobile Home Park Conversion”) to the South San Francisco Municipal Code to read as follows: 8.80.010 Short Name and Purpose. Mobile home parks provide an important source of naturally occurring affordable housing in South San Francisco. This chapter may be referred to as the “Mobile Home Park Conversion Ordinance.” The purpose of the Mobile Home Park Conversion Ordinance is to provide residents with adequate notice and relocation assistance prior to the conversion of a mobile home, pursuant to Government Code Sections 65863.7 and 66427.4. 8.80.020 Applicability. This chapter applies to all applications for changes of use of mobile home parks, as defined herein, including closure to end the business and closure to convert to another land use. This chapter does not apply to the change in ownership structure of a mobile home park from a rental park to resident ownership, pursuant to Government Code Sections 66427.5 and 66428.1. 8.80.030 Definitions. For the purpose of this chapter, certain words and phrases are defined in this part and shall be construed as herein set forth unless it shall be apparent from their context that a different meaning is intended. (a)“Comparable housing” means housing that meets the minimum standards of the California Building Code, and that is similar to the subject mobile home in terms of size, number of bedrooms and bathrooms, and other relevant factors such as location and proximity to the resident’s place of employment, amenities, schools, and public transportation. (b)“Comparable mobile home park” or “comparable park” means any other park similar to the subject park in terms of amenities, rent, and other relevant factors such as proximity to the resident’s place of employment, amenities, schools, and public transportation. (c)“Conversion” of a mobile home park as used in this chapter has the meaning set forth in Section 798.10 of the Civil Code, and means the use of the park for a purpose other than the rental, or the holding out for rent, of two or more mobile home sites to accommodate mobile homes used for human habitation, and does not mean the adoption, amendment, or repeal of a park rule or regulation. A “conversion” may affect an entire park or any portion thereof. “Conversion” includes, but is not limited to, a change of the park or any portion thereof to a condominium, stock cooperative, planned unit development, or any form of ownership wherein sites within the park are to be sold. City of South San Francisco Printed on 1/13/2025Page 3 of 14 powered by Legistar™416 File #:24-712 Agenda Date:1/8/2025 Version:1 Item #:15a. (d)“Department” means the City of South San Francisco Economic and Community Development Department. (e)“Economic and Community Development Director” or “Director” means the director of the City of South San Francisco Economic and Community Development Department. (f)“Long-term resident” means a mobile home resident legally residing in a mobile home park whose mobile home occupied a site in the mobile home park for a period equal to or longer than thirty (30) consecutive days during the hundred eighty (180) day time period prior to the date of issuance of a Notice of Intent to apply for a Mobile Home Park Conversion Permit. This includes both residents who own their mobile home structure and are renting only the site and residents who do not own their mobile home structure and are renting both the site and the structure. This does not include short-term mobile home guests who are leasing sites on a week-by-week basis. Long-term residents include the spouse, parents, children, and grandchildren of the legal resident when those people legally reside on site on the date of the application for a Mobile Home Park Conversion Permit. (g)“Mobile home,” as used in this chapter, means those structures defined in Municipal Code Section 20.350.028, and other forms of vehicles designed or used for human habitation, including camping trailers, recreational vehicles, motorhomes, slide-in campers, or travel trailers, that may occupy a site in a mobile home park. (h)“Mobile home park” or “park” means an area of land where two or more mobile home sites are held for rent. (i)“Mobile home park closure” includes any closure, cessation, or conversion of the park. A closure includes ceasing to rent mobile home sites for human habitation and displacement of mobile home park residents, or when twenty-five (25) percent or more of the mobile home sites within a park become vacant. (j)“Mobile Home Park Conversion Permit” is the permit required to allow a conversion of a mobile home park, as defined in this chapter. (k)“Mobile home site” or “site” is an area within a park designated for occupancy by one mobile home. (l)A “reasonable distance,” unless otherwise defined more specifically herein, means that area within a thirty (30) mile radius from the subject mobile home park. At the discretion of the Director, “reasonable distance” may be increased to that area within a one hundred (100) mile radius, as necessary under the circumstances. (m)“Relocation Counselor” means the Department-approved individual or firm retained by the park owner, as required by this chapter, to assist in the preparation of the Relocation Impact Report and to provide the support described herein to long-term residents. The Relocation Counselor shall be familiar with the region’s housing market and qualified to assist residents; to evaluate, select, and secure placement in replacement housing; to arrange the moving of all the household’s personal property; and to render financial advice on qualifying for various housing types. (n)“Relocation Impact Report” means a written report meeting the requirements of this Ordinance Code Section 8.80.050 and that describes (i) the impacts of the conversion of a mobile home park on affected mobile home owners and residents, and (ii) the measures that will be taken to mitigate adverse impacts of such conversion on affected mobile home owners and residents. (o)"Uninhabited" means no rent is being paid for use of the site and it is either (i) unoccupied by a mobile City of South San Francisco Printed on 1/13/2025Page 4 of 14 powered by Legistar™417 File #:24-712 Agenda Date:1/8/2025 Version:1 Item #:15a. home or (ii) occupied by a mobile home in which no person resides. 8.80.040 Mobile Home Park Conversion Permit Required and Application Process. The conversion of an existing mobile home park requires a Mobile Home Park Conversion Permit granted by the Department. The park owner, or authorized representative, requesting the conversion shall submit an application for a Mobile Home Park Conversion Permit to the Department in the form determined by the Director. This application shall include, but not be limited to, the following information: (a)A Mobile Home Park Conversion Permit application form and fee which is outlined in the Planning Division fee schedule; (b)A completed Relocation Impact Report; (c)A site map indicating the park boundary; the boundaries of mobile home sites, and all mobile home park improvements; (d)A list of names, mailing addresses, and contact information of all mobile home owners and residents occupying a site within the park as of the date of application; (e)Acknowledgement of the park owner’s obligations to provide notice pursuant to Section 8.80.060 in this ordinance below; and (f)Any other information that the Director or designee determines is necessary to ensure compliance with this chapter and state law. 8.80.050 Relocation Impact Report. An application for a Mobile Home Park Conversion Permit shall include a written Relocation Impact Report containing the following information: (a)A general description of the proposed conversion; (b)A legal description for the park; (c)An inventory of sites in the park, including: 1)Total number of sites in the park and defining which ones are used for long-term housing; 2)Length of occupancy by the current occupant of each site and the current rental rate for each site; and 3)For each vacant site, the date that the site was vacated by the last resident of the site. (d)A proposed schedule for the conversion of the park, including outreach to park residents regarding the conversion and a description of the outreach to be provided and a projected timeline for relocation assistance; (e)The name and mailing address of each long-term mobile home owner and resident; (f)A list of comparable mobile home parks within a thirty (30) mile radius of the applicant’s mobile home park. For each comparable park, the report shall identify: 1)Criteria for acceptance of relocated mobile homes; 2)Residency requirements, if any; 3)Rental rates and any other applicable charges; 4)Number of sites in the park and number of vacant sites; City of South San Francisco Printed on 1/13/2025Page 5 of 14 powered by Legistar™418 File #:24-712 Agenda Date:1/8/2025 Version:1 Item #:15a. 5)Contact information, including address and telephone number, of the park representative with authority to accept relocated homes; 6)Written commitment, if any, of a mobile home park owner willing to accept displaced mobile homes; and 7)Identification of public school districts serving the area in which the comparable park is located. (g)The median rental price, including any requirement for payment of first and last month’s rent and security deposits, of other housing of similar size (number of bedrooms and square footage) that is comparable to the displaced mobile homes within a thirty (30) mile radius or a one hundred (100) mile radius with Director approval; (h)The estimated cost of moving each mobile home from the mobile home park that is proposed for closure or conversion, including tear-down and set-up of mobile homes and moving of improvements such as porches, carports, patios, and other moveable amenities installed by residents; (i)The estimated moving cost for each long-term resident or household, including fees charged by moving companies, child care, temporary housing, and other similar expenses, of moving to other housing within a thirty (30) mile radius or a one hundred (100) mile radius with Director approval; (j) A description of proposed measures to minimize any impacts related to missed school days for school- age children of residents, if applicable; (k)An in-place appraisal of each mobile home in the mobile home park, conducted by a Department- approved licensed appraiser. The appraisals shall identify those mobile homes which cannot be moved due to type, age, or other considerations; (l)Identification of, and contact information for, the contracted and Department approved Relocation Counselor retained by the mobile home park owner to assist residents in finding relocation sites and alternate housing; (m)A proposed relocation plan including the information specified in this section; (n) A copy of any agreement reached with any long-term resident relating to the relocation of the resident or the provision of relocation assistance. The Director may waive the requirement to include any or all of the information required by this section where a long-term resident and the applicant have reached a final, mutually acceptable agreement as to the relocation assistance to be provided. To be valid, however, such an agreement shall be in writing, shall include a provision stating that the long-term resident is aware of the provisions of this chapter, shall include a copy of this chapter as an attachment, and shall include a provision in at least ten-point font which clearly informs the long-term resident of their right to seek the advice of an attorney prior to signing the agreement; and (o)Any other information the Department determines is necessary to address the specific issues raised by the application to implement this chapter. 8.80.060 Noticing Requirements. The notice requirements listed below pertain specifically to the required notice to the City and long-term residents. The Director, or designee, may require the applicant to translate required notices to additional languages. All required notices shall be posted at common areas within the park. (a)Notice of Intent. No later than thirty (30) days after filing a completed application for a Mobile Home City of South San Francisco Printed on 1/13/2025Page 6 of 14 powered by Legistar™419 File #:24-712 Agenda Date:1/8/2025 Version:1 Item #:15a. Park Conversion Permit, the park owner or the park owner’s authorized agent shall notify each long- term resident household residing on the subject real property that the park owner has filed an application with the City. The notice shall be sent by regular and certified mail and posted on the door of each mobile home. The park owner must submit evidence of compliance with this section to the City for the application to be deemed complete. For each such notice, the park owner shall use a Notice of Intent form provided by the City that shall contain the following information: 1)The name and address of the current park owner and the project developer; 2)A description of the application(s) being filed and a general time frame to complete the work described in the application; 3)An explanation of the relocation assistance available to long-term resident households, information on long-term resident household incomes and the procedure for submitting claims for relocation assistance; 4)Contact information for the third-party agency that will be assisting with the relocation assistance process. This contact information and a brief explanation of the purpose of the notice shall be translated into non-English languages as provided by the City; 5)The long-term resident household’s right to receive written notice for each hearing and right to appear and be heard at a land use hearing, if applicable; and 6)Other information deemed necessary or desirable by the Department. (b)Notice of Intent verification. No later than fifteen (15) days after issuing a Notice of Intent, the park owner or authorized agent of the park owner shall submit to the City a duplicate copy of the Notice of Intent form given to each long-term resident household and a declaration indicating that each notice was sent by regular and certified mail and posted on the door of each mobile home. (c)Notice of informational meetings. The applicant shall issue written notices and conduct at least two (2) informational meetings for mobile home park residents and owners and their representatives. The notices shall be sent by regular and certified mail and posted on the door of each long-term resident mobile home no later than fifteen (15) days before the hearings. The informational meetings shall be scheduled to maximize resident and owner participation, and the scheduling shall be subject to the approval of the Director or their designee. The informational meetings shall occur after the Notice of Intent has been issued and before any hearing on the Mobile Home Park Conversion Permit shall be held. (d)Notice of Relocation Impact Report. No later than fifteen (15) days after filing a completed application, the park owner or the park owner’s authorized agent shall issue a written Notice of Relocation Impact Report with a copy of the Relocation Impact Report. The notice and Relocation Impact Report shall be sent by regular and certified mail and posted on the door of each mobile home. (e)Notice of Application Approval. No later than ten (10) days after receiving final approval of a project application (concurrent with the fifteen (15) day appeal period), the park owner or the park owner’s authorized representative shall notify each long-term resident household residing on the subject real property that the application has been approved. The notice shall be sent by regular and certified mail and posted on the door of each mobile home. (f)Notice of Termination. No later than ten (10) days after issuing the Notice of Application Approval, the park owner or the park owner’s authorized representative shall provide a written Notice of Termination City of South San Francisco Printed on 1/13/2025Page 7 of 14 powered by Legistar™420 File #:24-712 Agenda Date:1/8/2025 Version:1 Item #:15a. to all long-term residents subject to displacement pursuant to Civil Code Sections 1946 and 1946.1. The notice shall be sent by regular and certified mail and posted on the door of each mobile home. The date to vacate shall not be prior to the City’s determination that the landlord has complied with this chapter. From the date of the Notice of Intent, each long-term resident household residing on the subject real property shall be entitled to a period of one (1) year before the issuance of the Notice of Termination. This period ensures that residents have adequate time to prepare for relocation and make necessary arrangements. The park owner or the park owner’s authorized agent must adhere to this one (1) year notice period, ensuring no Notice of Termination is issued prior to the completion of this timeframe. 8.80.070 Required Findings. Approval of a Mobile Home Park Conversion Permit by the Department shall include conditions of approval to mitigate, to the full extent legally feasible, the adverse impact of the proposed conversion on the ability of displaced mobile home park residents to find adequate housing in a comparable mobile home park or, in the alternative, adequate replacement housing. The conditions of approval shall not exceed the reasonable costs of relocation of all long-term residents. Prior to approving a Mobile Home Park Conversion Permit, the Director, or their designee, shall make the following findings: (a)The applicant has complied with the provisions of this chapter and state law regarding conversion of mobile home parks; (b)Measures to address, to the full extent legally permissible, the adverse impacts of the conversion on the ability of displaced long-term residents to find adequate housing in a mobile home park or, in the alternative, adequate replacement housing have been taken; and (c)For Mobile Home Park Conversion Permit applications accompanied by any additional request for discretionary approval, including, but not limited to a request for subdivision, General Plan amendment, zoning amendment, or use permit, all required findings for the additional approval have been made. 8.80.080 Conditions of Approval; Relocation Plan. The Mobile Home Park Conversion Permit shall include as conditions of approval relocation options for each displaced long-term resident in a relocation plan, as follows: (a) Moving allowance for long-term residents: For all long-term residents, relocation assistance shall include a moving allowance sufficient to pay for a move to another mobile home park or other replacement housing, within a thirty mile radius or, with Director approval, a one hundred (100) mile radius of the mobile home park to be vacated. The resident is responsible for any additional costs to move to a location outside of the radius. Moving allowance includes: 1)A full refund of a long-term resident’s security deposit, if applicable, except for funds that may be necessary to repair a long-term resident’s damage to property in rental mobile homes and or site; 2)Payment of moving costs for personal belongings and first and last month’s rent and security deposit at the identified alternative housing for all long-term residents; 3)A sixty (60) day subscription to a rental agency service to support long-term residents in City of South San Francisco Printed on 1/13/2025Page 8 of 14 powered by Legistar™421 File #:24-712 Agenda Date:1/8/2025 Version:1 Item #:15a. obtaining a site in a comparable mobile home within thirty (30) miles or, with Director approval, one hundred (100) miles of the mobile home park; and 4)The cash equivalent of six (6) months’ rent shall be paid to the long-term resident household renting a unit. The amount to be paid shall be calculated at the time the relocation application is approved by the City based on the most recent U.S. Department of Housing and Urban Development’s Fair Market Rent calculation for San Mateo County for a similar-sized unit with the same number of bedrooms. (b)Relocation assistance for long-term residents who own their mobile homes and whose homes can be relocated: 1) In addition to the moving allowance described above, the applicant shall pay all costs related to moving the mobile home, fixtures, and accessories to a comparable mobile home park within a reasonable distance of the park from which the mobile home owner is relocating. Costs shall include disassembly and moving costs, mobile home set-up costs, utility hook-up fees, and the reasonable temporary housing expenses for displaced mobile home residents for a period not exceeding thirty (30) days from the date of actual displacement until the date of occupancy at the new site. 2)The comparable mobile home park and the relocated mobile home shall conform to all applicable federal, state, and local regulations. 3)In addition, the applicant shall provide displaced mobile home owners with the payment of a lump sum equal to the difference in monthly rental rates for a period of twelve (12) months, if the site rent rate in the new mobile home park exceeds the rent rate in the mobile home park from which the resident is relocating. (c)Relocation assistance for long-term residents who own their mobile homes and whose homes cannot be relocated: 1)In addition to the moving allowance described above, the applicant shall pay for the in-place value of the mobile home and the cost of disposal of the mobile home in an approved facility. The in-place value shall be based on the appraisal included in the Relocation Impact Report, unless such appraisal is disputed by the mobile home owner. In that case, the mobile home owner may obtain an independent appraisal by a licensed appraiser at their own expense, and the in-place value shall be the average of the two appraisals, provided, however, that the applicant shall always pay at least the amount set forth in the Relocation Impact Report. (d)Relocation assistance for all other long-term residents: 1)If the mobile home unit is being rehabilitated, the financial assistance benefits required by this section need not be provided if comparable accommodations, as defined by the California Code of Regulations, are provided on or off the premises to the long-term residents during the period of rehabilitation. The park owner shall give a right of first refusal to relocate to a rehabilitated unit to each long-term resident who qualifies as very low income. When a comparable living site is provided, the applicant shall pay each affected long-term resident all reasonable moving and related expenses. 2)The financial benefits shall be paid by the mobile home park owner to the long-term resident within five (5) business days of written notice by the resident that they will vacate the premises City of South San Francisco Printed on 1/13/2025Page 9 of 14 powered by Legistar™422 File #:24-712 Agenda Date:1/8/2025 Version:1 Item #:15a. on a date specified by the resident, but no more than thirty (30) calendar days in advance of the move-out date. Written notice forms approved by the Department shall be provided to the long- term residents by the park owner. (e)Relocation Counselor. The applicant shall give the Director reasonably satisfactory evidence of a contract between the applicant and the Relocation Counselor providing that no later than thirty (30) days after approval of the Mobile Home Park Conversion Permit the Relocation Counselor shall make personal contact with each displaced resident of the mobile home park and initiate the relocation assistance process. The contract shall require the Relocation Counselor to give each long-term resident a written notice of their options for relocation assistance. (f)Right of first refusal for residents. For all long-term residents, relocation assistance shall include the right of first refusal to purchase or rent new homes or apartments to be constructed on the park site, if applicable. Income-eligible residents may have first priority to purchase or rent any below market rate units which may be constructed on the park site, if they meet all eligibility requirements for the program. To receive priority for below market rate units, interested residents shall file a request with the Department before vacating the park. 8.80.090 Approval Timeline. A Mobile Home Park Conversion Permit will be approved no sooner than three hundred sixty-five (365) days after a Notice of Intent is issued, provided that all conditions and requirements of this ordinance are met. The following provides a high-level summary of the approval process for a Mobile Home Park Conversion Permit. This summary is for reference only; detailed provisions elsewhere in this chapter govern. (a)Application Review: 1)Park owner submits an application, including all required documentation. The Department reviews the application for completion of the filing requirements outlined in Section 8.80.040. 2)Staff reviews the application and issues a completeness determination within thirty (30) days of submittal. An “incomplete” determination will include a list of items that are needed to be considered a complete application. (b)Notice of Intent: 1)Park owner issues the notice to residents and the City no later than thirty (30) days after the application is deemed complete by the Department. (c)Verification of Notice: 1)Park owner submits evidence of compliance with notice requirements to the Department within fifteen (15) days of issuing the Notice of Intent. (d)Informational Meetings: 1)Park owner conducts least two (2) informational meetings with residents after the Notice of Intent is issued but before any hearings on the permit. 2)Notices for these meetings must be sent at least fifteen (15) days in advance. (e)Review of Application: 1)The Director or their designee makes required findings as outlined in Section 8.80.070, including approval conditions to mitigate the adverse impact of the proposed conversion. City of South San Francisco Printed on 1/13/2025Page 10 of 14 powered by Legistar™423 File #:24-712 Agenda Date:1/8/2025 Version:1 Item #:15a. (f)Approval of Permit: 1)The Director or their designee must approve the permit no sooner than three hundred sixty-five (365) days after the Notice of Intent is issued, provided all conditions and requirements of this ordinance are met. (g)Notices Following Approval: 1)Notice of Application Approval: Issued to residents within ten (10) days of final permit approval. 2)Notice of Termination: Issued within ten (10) days after issuing the Notice of Application Approval, with at least one (1) year of notice prior to requiring residents to vacate the mobile home park. 8.80.100 Term of Permit Approval. The Mobile Home Park Conversion Permit shall expire one (1) year from the date of its approval, unless the applicant requests an extension setting forth satisfactory reasons for not proceeding within the one (1) year period. The Director may grant no more than two (2) such extensions of one (1) year each, based upon a showing that good faith progress has been made toward fulfilling the conditions of approval, or some intervening event not the fault of the park owner has prevented timely compliance with the conditions of approval. An application must be filed with the Department no less than sixty (60) days prior to the expiration of the Mobile Home Park Conversion Permit or any extension. If relocation assistance has not been provided to all long-term residents in accordance with this chapter within three (3) years of the original date of permit approval, a new Relocation Impact Report and application shall be required in accordance with this chapter. Each year on the anniversary date of the permit approval, the relocation assistance shall be increased by an amount equivalent to the increase in the cost-of living index for the Oakland/San Francisco area published by the U.S. Department of Labor. The index shall be for the quarterly period closest to the anniversary date of the permit. 8.80.110 Appeals Process. The Mobile Home Park Conversion Permit appeals process is as follows: (a)Written appeal: 1)A long-term resident household or park owner may contest a decision, order, or determination regarding relocation payments or a notice of penalty or fine assessed this chapter by submitting an appeal in writing together with the appeal fee listed in the City’s fee schedule. The appeal shall set forth the factual basis for disputing the decision, order, or determination. 2)Appeals must be addressed to the Director, and must be received within fifteen (15) days of the date appearing on the decision, order, or determination regarding relocation benefits or the notice of penalty or fine. A copy of the appeal must be provided by the appellant to any long- term resident household(s) or park owner(s) directly affected by the appeal on or by the same date that the appeal is received by the Director. (b)Hearing procedure: 1)Upon receipt of a written appeal and appeal fee, the Director shall schedule a hearing before the City of South San Francisco Printed on 1/13/2025Page 11 of 14 powered by Legistar™424 File #:24-712 Agenda Date:1/8/2025 Version:1 Item #:15a. appeals panel, which shall be a three-member subcommittee of the Planning Commission. Any long-term resident household(s) or park owner(s) directly affected by the appeal shall have the right to attend and participate in the hearing. 2)The appeal hearing shall be set for a date within thirty (30) days from the date that the appeal is filed, unless the Director determines that good cause exists for an extension of time. The appellant and any long-term resident household(s) or park owner(s) directly affected by the appeal shall receive notice of the time and place at least fifteen (15) days prior to the hearing unless the Director determined, in writing, that the matter is urgent, in which case the appellant and any long-term resident household(s) or park owner(s) directly affected by the appeal shall receive at least five (5) days’ prior notice of the hearing. 3)Documentary evidence and names of potential witnesses shall be provided by the enforcement officer and the appellant to the appeals panel and any long-term resident household(s) or park owner(s) directly affected by the appeal at least five (5) days prior to the appeal hearing or as soon as practicable prior to the hearing. At the hearing, the long-term resident household(s) or park owner(s) directly affected by the appeal shall be given the opportunity to testify and to present evidence concerning the decision, order, or determination regarding relocation benefits or the notice of penalty or fine. The failure of appellant to appear at the appeal hearing shall constitute a forfeiture of the fine or penalty (if applicable). 4)The decision, order, or determination regarding relocation benefits or the notice of penalty or fine and any additional report submitted by the enforcement officer shall constitute prima facie evidence of the respective facts contained in those documents. (c)Decision on appeal: 1)After considering all of the testimony and evidence submitted at the hearing, the appeals panel shall issue a written decision to uphold or cancel all or part of the decision, order, or determination regarding relocation benefits or the notice of penalty or fine and shall state the reasons for that decision. The decision of the appeals panel shall include findings regarding the evidence in the record and submitted at the hearing, as well as the existence of any proper grounds for the order to pay relocation benefits or the notice of penalty or fine. A copy of the appeals panel written decision shall be provided to the long-term resident household(s) as well as any park owner(s) directly affected by the appeal. 2)If the appeals panel determines that the decision, order, or determination regarding relocation benefits or the notice of penalty or fine should be upheld, then the park owner shall pay the appropriate sum(s) to the long-term resident household(s) and/or the City within ten (10) days after the park owner’s receipt of the appeals panel’s written decision. 3)To the extent allowed by law, the decision, order, or determination regarding relocation benefits or notice of penalty or fine shall have the same force and effect as a resolution of the City Council for the purpose of filing a lien, special assessment, or for pursuing any other method of collection. 8.80.120 Conversion Through Closure. Whenever twenty-five (25) percent or more of the total number of mobile home sites within a mobile home City of South San Francisco Printed on 1/13/2025Page 12 of 14 powered by Legistar™425 File #:24-712 Agenda Date:1/8/2025 Version:1 Item #:15a. park are uninhabited for more than ninety (90) consecutive days, and such condition was not caused by a natural or physical disaster beyond the control of the mobile home park owner, then such condition shall be deemed a "mobile home park closure" for the purposes of this ordinance. The mobile home park owner shall file an application for conversion within a reasonable amount of time as determined by the Director, in compliance with this chapter. A mobile home site is considered to be "uninhabited" when no rent is being paid for use of the site and it is either (i) unoccupied by a mobile home or (ii) occupied by a mobile home in which no person resides. A mobile home resident or other interested party who believes that twenty-five (25) percent or more of the total number of mobile home sites within a mobile home park are uninhabited may file a written statement to that effect with the Director. The Director or their designee shall investigate and determine whether an unpermitted conversion of a mobile home park has occurred. Once the Director makes such determination, a written notice that describes such determination shall be sent by the City to the mobile home park owner, mobile home park manager, and the person who filed the written statement. 8.80.130 Exemption from Relocation Assistance Requirements. Any person who files an application for a Mobile Home Park Conversion Permit may, simultaneously, and as part of the filing of such application, request an exemption from some or all of the relocation assistance requirements described in Section 8.80.080. The request shall be processed in conjunction with the application for the permit, and shall be distributed to each long-term resident household and mobile home owner at the time of application submittal. The applicant may request, in writing, an exemption if (i) the relocation assistance required exceeds the reasonable costs of relocation for displaced mobile home park residents; or (ii) if, as part of bankruptcy proceeding, the bankruptcy court has taken action that would prohibit or preclude the payment of relocation assistance benefits, in whole or in part; or (iii) if the relocation assistance required would eliminate all or substantially all reasonable economic value of the property for alternate uses. Any request for exemption shall contain at a minimum, the following information: (a)Statements of profit and loss from operations of the mobile home park for the five (5) year period immediately preceding the date of the application for exemption, certified by a certified public accountant. All such statements shall be maintained in confidence to the extent permitted by the California Public Records Act; (b)An estimate of the total cost of relocation assistance which would be required in compliance with Section 8.80.080. This estimate shall be based on surveys, appraisals, and reports that document the number of residents of the park who are able to relocate their mobile homes and those who would sell their mobile homes, and the costs related to providing the relocation assistance, as otherwise required under Section 8.80.080; (c)If the applicant contends that continued use of the property as a mobile home park necessitates repairs and/or improvements that are not the result of the park owner or applicant's negligence or failure to properly maintain such property, and that the costs thereof make continuation of the mobile home park economically infeasible, then the request shall include a report by a civil engineer or licensed general contractor outlining such costs. (d)If the proposed closure is due to conversion of the land to another use, an estimate of the value of the mobile home park, an estimate of the value as is, and estimate of value after the change shall be City of South San Francisco Printed on 1/13/2025Page 13 of 14 powered by Legistar™426 File #:24-712 Agenda Date:1/8/2025 Version:1 Item #:15a. provided. These estimates shall be prepared by a certified real estate appraiser. (e)Any request for exemption filed pursuant to a bankruptcy proceeding shall be accompanied by adequate documentation regarding the case name, case number, and court in which the bankruptcy proceeding is pending, and copies of all pertinent judgments, orders and decrees of the said court. In determining whether to waive or modify a portion or all of any type of benefit that would otherwise be due under this ordinance, the Department may take into account the financial history of the mobile home park, its condition and the condition of the amenities and improvements thereon, the cost of any necessary repairs, improvements, or rehabilitation of said park, the estimated costs of relocation, the fair market value of the property for any proposed alternative use, the fair market value of the property for continued use as a mobile home park, and any other pertinent evidence requested or presented. The Department shall expressly indicate in its decision any waiver and the extent thereof and the reason therefor. The Department determination is subject to appeal by the parties and process indicated in Section 8.80.110. SECTION 4. Severability. If any section, subsection, sentence, clause or phrase of this Urgency Ordinance is for any reason held to be invalid or unconstitutional by the decision of a court of competent jurisdiction, it shall not affect the remaining portions of this Urgency Ordinance. SECTION 5. Effective Date. Following adoption by at least a four-fifths (4/5) vote of the City Council, this Urgency Ordinance shall be effective immediately upon adoption pursuant to Government Code Section 36937(b). SECTION 6. Publication and Effective Date. Pursuant to the provisions of Government Code Section 36933, a summary of this Urgency Ordinance shall be prepared by the City Attorney. Within fifteen (15) days after the adoption of this Urgency Ordinance, the City Clerk shall (i) publish the summary, and (ii) post in the City Clerk’s Office a certified copy of the full text of this Urgency Ordinance along with the names of those City Council members voting for and against this Urgency Ordinance or otherwise voting. ***** City of South San Francisco Printed on 1/13/2025Page 14 of 14 powered by Legistar™427 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-6 Agenda Date:1/8/2025 Version:1 Item #:15b. Ordinance amending the South San Francisco Municipal Code to add Chapter 8.80 (Mobile Home Park Conversion) to Title 8 to define and expand relocation benefits for tenants of mobile home parks and formalize a local approval process for mobile home park closure, and mandate additional noticing before a park is closed and or converted. WHEREAS, there is one mobile home park located in the City of South San Francisco (“City”), which currently provides 145 sites for mobile housing units; and WHEREAS, many of the sites in these mobile home parks are occupied by low-income families and seniors who own or rent their mobile homes; and WHEREAS, many such units in these mobile home parks cannot readily be moved to a new mobile home park due to their physical condition, or there are few local relocation options because most parks in the area will only accept new mobile homes; and WHEREAS, existing state law, AB 2782 of 2020 (“The Mobile Residency Law”), and county law requires park owners to submit relocation impact reports to local governing bodies prior to conversion or closure of mobile home parks, and authorizes governing bodies to impose conditions on the conversion or closure to mitigate adverse impacts of the conversion or closure, including the potential inability of displaced residents to find adequate replacement housing; and WHEREAS, state law allows local governing bodies to adopt local procedures to implement these relocation impact requirements; and WHEREAS, the City is currently experiencing an affordable housing crisis, with demand for such housing far outweighing the available supply, and with the U.S. Department of Housing and Urban Development (“HUD”) “Fair Market Rent” rate for a one-bedroom apartment in the County increasing from $2,665 per month in 2023 to $2,818 per month in 2024; and WHEREAS, the California Department of Housing and Community Development (“HCD”) has recently notified the City that the only operating mobile park within its jurisdiction is in violation of Health and Safety Code Section 18500, for failure to maintain a valid permit to operate with HCD; and WHEREAS, City Council wishes to adopt local procedures for review of applications for conversion and closure of mobile home parks and to attempt to mitigate any impact to the public health, safety, and welfare of such conversions and closures, to the extent permitted by state law; and City of South San Francisco Printed on 1/9/2025Page 1 of 14 powered by Legistar™428 File #:25-6 Agenda Date:1/8/2025 Version:1 Item #:15b. WHEREAS, the City Council finds and determines that there is an immediate need to require notice and relocation assistance to the residents of mobile home parks in the City due to limited relocation options and the ongoing affordable housing crisis; and WHEREAS, the City Council finds that a similar ordinance passed in 2017 by the County of San Mateo has resulted in no conversions thus far; and WHEREAS, this Ordinance aligns with Housing Element Policy EQ-3: Support residents who are at risk of being displaced, Policy EQ-8: Protect existing residents from displacement in areas of lower or moderate opportunity and concentrated poverty and preserve housing choices and affordability, and PRSV-5.2: Assist tenants at risk of displacement; and WHEREAS, this Ordinance does not require review under the California Environmental Quality Act (Public Resources Code Sections 21000 et seq.; “CEQA”) pursuant to CEQA Guidelines Sections 15061(b)(3) and 15378 because this Ordinance requires notice and mitigation of social and financial impacts to residents of mobile home parks prior to conversion to a different use, and there is no evidence that this Ordinance could have any adverse effect on the environment. NOW, THEREFORE, the City Council of the City of South San Francisco in the State of California, ordains as follows: SECTION 1. Findings. The City Council of South San Francisco finds that all Recitals are true and correct and are incorporated herein by reference. SECTION 2.Amendment of Title 8 of the South San Francisco Municipal Code to Add Chapter 8.80 (Mobile Home Park Conversion). The City Council hereby adds Title 8, Chapter 8.80 (“Mobile Home Park Conversion”) to the South San Francisco Municipal Code to read as follows: 8.80.010 Short Name and Purpose. Mobile home parks provide an important source of naturally occurring affordable housing in South San Francisco. This chapter may be referred to as the “Mobile Home Park Conversion Ordinance.” The purpose of the Mobile Home Park Conversion Ordinance is to provide residents with adequate notice and relocation assistance prior to the conversion of a mobile home, pursuant to Government Code Sections 65863.7 and 66427.4. 8.80.020 Applicability. This chapter applies to all applications for changes of use of mobile home parks, as defined herein, including closure to end the business and closure to convert to another land use. This chapter does not apply to the change City of South San Francisco Printed on 1/9/2025Page 2 of 14 powered by Legistar™429 File #:25-6 Agenda Date:1/8/2025 Version:1 Item #:15b. in ownership structure of a mobile home park from a rental park to resident ownership, pursuant to Government Code Sections 66427.5 and 66428.1. 8.80.030 Definitions. For the purpose of this chapter, certain words and phrases are defined in this part and shall be construed as herein set forth unless it shall be apparent from their context that a different meaning is intended. (a)“Comparable housing” means housing that meets the minimum standards of the California Building Code, and that is similar to the subject mobile home in terms of size, number of bedrooms and bathrooms, and other relevant factors such as location and proximity to the resident’s place of employment, amenities, schools, and public transportation. (b)“Comparable mobile home park” or “comparable park” means any other park similar to the subject park in terms of amenities, rent, and other relevant factors such as proximity to the resident’s place of employment, amenities, schools, and public transportation. (c)“Conversion” of a mobile home park as used in this chapter has the meaning set forth in Section 798.10 of the Civil Code, and means the use of the park for a purpose other than the rental, or the holding out for rent, of two or more mobile home sites to accommodate mobile homes used for human habitation, and does not mean the adoption, amendment, or repeal of a park rule or regulation. A “conversion” may affect an entire park or any portion thereof. “Conversion” includes, but is not limited to, a change of the park or any portion thereof to a condominium, stock cooperative, planned unit development, or any form of ownership wherein sites within the park are to be sold. (d)“Department” means the City of South San Francisco Economic and Community Development Department. (e)“Economic and Community Development Director” or “Director” means the director of the City of South San Francisco Economic and Community Development Department. (f)“Long-term resident” means a mobile home resident legally residing in a mobile home park whose mobile home occupied a site in the mobile home park for a period equal to or longer than thirty (30) consecutive days during the hundred eighty (180) day time period prior to the date of issuance of a Notice of Intent to apply for a Mobile Home Park Conversion Permit. This includes both residents who own their mobile home structure and are renting only the site and residents who do not own their mobile home structure and are renting both the site and the structure. This does not include short-term mobile home guests who are leasing sites on a week-by-week basis. Long-term residents include the spouse, parents, children, and grandchildren of the legal resident when those persons legally resided on site on the date of the application for a Mobile Home Park Conversion Permit. (g)“Mobile home,” as used in this chapter, means those structures defined in Municipal Code Section 20.350.028, and other forms of vehicles designed or used for human habitation, including camping trailers, recreational vehicles, motorhomes, slide-in campers, or travel trailers, that may occupy a site in a mobile home park. (h)“Mobile home park” or “park” means an area of land where two or more mobile home sites are held for rent. (i)“Mobile home park closure” includes any closure, cessation, or conversion of the park. A closure City of South San Francisco Printed on 1/9/2025Page 3 of 14 powered by Legistar™430 File #:25-6 Agenda Date:1/8/2025 Version:1 Item #:15b. includes ceasing to rent mobile home sites for human habitation and displacement of mobile home park residents, or when twenty-five (25) percent or more of the mobile home sites within a park become vacant. (j)“Mobile Home Park Conversion Permit” is the permit required to allow a conversion of a mobile home park, as defined in this chapter. (k)“Mobile home site” or “site” is an area within a park designated for occupancy by one mobile home. (l)A “reasonable distance,” unless otherwise defined more specifically herein, means that area within a thirty (30) mile radius from the subject mobile home park. At the discretion of the Director, “reasonable distance” may be increased to that area within a one hundred (100) mile radius, as necessary under the circumstances. (m)“Relocation Counselor” means the Department-approved individual or firm retained by the park owner, as required by this chapter, to assist in the preparation of the Relocation Impact Report and to provide the support described herein to long-term residents. The Relocation Counselor shall be familiar with the region’s housing market and qualified to assist residents; to evaluate, select, and secure placement in replacement housing; to arrange the moving of all the household’s personal property; and to render financial advice on qualifying for various housing types. (n)“Relocation Impact Report” means a written report meeting the requirements of this Ordinance Code Section 8.80.050 and that describes (i) the impacts of the conversion of a mobile home park on affected mobile home owners and residents, and (ii) the measures that will be taken to mitigate adverse impacts of such conversion on affected mobile home owners and residents. (o)"Uninhabited" means no rent is being paid for use of the site and it is either (i) unoccupied by a mobile home or (ii) occupied by a mobile home in which no person resides. 8.80.040 Mobile Home Park Conversion Permit Required and Application Process. The conversion of an existing mobile home park requires a Mobile Home Park Conversion Permit granted by the Department. The park owner, or authorized representative, requesting the conversion shall submit an application for a Mobile Home Park Conversion Permit to the Department in the form determined by the Director. This application shall include, but not be limited to, the following information: (a)A Mobile Home Park Conversion Permit application form and fee which is outlined in the Planning Division fee schedule; (b)A completed Relocation Impact Report; (c)A site map indicating the park boundary; the boundaries of mobile home sites, and all mobile home park improvements; (d)A list of names, mailing addresses, and contact information of all mobile home owners and residents occupying a site within the park as of the date of application; (e)Acknowledgement of the park owner’s obligations to provide notice pursuant to Section 8.80.060 in this ordinance below; and (f)Any other information that the Director or designee determines is necessary to ensure compliance with this chapter and state law. City of South San Francisco Printed on 1/9/2025Page 4 of 14 powered by Legistar™431 File #:25-6 Agenda Date:1/8/2025 Version:1 Item #:15b. 8.80.050 Relocation Impact Report. An application for a Mobile Home Park Conversion Permit shall include a written Relocation Impact Report containing the following information: (a)A general description of the proposed conversion; (b)A legal description for the park; (c)An inventory of sites in the park, including: 1)Total number of sites in the park and defining which ones are used for long-term housing; 2)Length of occupancy by the current occupant of each site and the current rental rate for each site; and 3)For each vacant site, the date that the site was vacated by the last resident of the site. (d)A proposed schedule for the conversion of the park, including outreach to park residents regarding the conversion and a description of the outreach to be provided and a projected timeline for relocation assistance; (e)The name and mailing address of each long-term mobile home owner and resident; (f)A list of comparable mobile home parks within a thirty (30) mile radius of the applicant’s mobile home park. For each comparable park, the report shall identify: 1)Criteria for acceptance of relocated mobile homes; 2)Residency requirements, if any; 3)Rental rates and any other applicable charges; 4)Number of sites in the park and number of vacant sites; 5)Contact information, including address and telephone number, of the park representative with authority to accept relocated homes; 6)Written commitment, if any, of a mobile home park owner willing to accept displaced mobile homes; and 7)Identification of public school districts serving the area in which the comparable park is located. (g)The median rental price, including any requirement for payment of first and last month’s rent and security deposits, of other housing of similar size (number of bedrooms and square footage) that is comparable to the displaced mobile homes within a thirty (30) mile radius or a one hundred (100) mile radius with Director approval; (h)The estimated cost of moving each mobile home from the mobile home park that is proposed for closure or conversion, including tear-down and set-up of mobile homes and moving of improvements such as porches, carports, patios, and other moveable amenities installed by residents; (i)The estimated moving cost for each long-term resident or household, including fees charged by moving companies, child care, temporary housing, and other similar expenses, of moving to other housing within a thirty (30) mile radius or a one hundred (100) mile radius with Director approval; (j) A description of proposed measures to minimize any impacts related to missed school days for school- age children of residents, if applicable; (k)An in-place appraisal of each mobile home in the mobile home park, conducted by a Department- approved licensed appraiser. The appraisals shall identify those mobile homes which cannot be moved due to type, age, or other considerations; City of South San Francisco Printed on 1/9/2025Page 5 of 14 powered by Legistar™432 File #:25-6 Agenda Date:1/8/2025 Version:1 Item #:15b. (l)Identification of, and contact information for, the contracted and Department approved Relocation Counselor retained by the mobile home park owner to assist residents in finding relocation sites and alternate housing; (m)A proposed relocation plan including the information specified in this section; (n) A copy of any agreement reached with any long-term resident relating to the relocation of the resident or the provision of relocation assistance. The Director may waive the requirement to include any or all of the information required by this section where a long-term resident and the applicant have reached a final, mutually acceptable agreement as to the relocation assistance to be provided. To be valid, however, such an agreement shall be in writing, shall include a provision stating that the long-term resident is aware of the provisions of this chapter, shall include a copy of this chapter as an attachment, and shall include a provision in at least ten-point font which clearly informs the long-term resident of their right to seek the advice of an attorney prior to signing the agreement; and (o)Any other information the Department determines is necessary to address the specific issues raised by the application to implement this chapter. 8.80.060 Noticing Requirements. The notice requirements listed below pertain specifically to the required notice to the City and long-term residents. The Director, or designee, may require the applicant to translate required notices to additional languages. All required notices shall be posted at common areas within the park. (a)Notice of Intent. No later than thirty (30) days after filing a completed application for a Mobile Home Park Conversion Permit, the park owner or the park owner’s authorized agent shall notify each long- term resident household residing on the subject real property that the park owner has filed an application with the City. The notice shall be sent by regular and certified mail and posted on the door of each mobile home. The park owner must submit evidence of compliance with this section to the City for the application to be deemed complete. For each such notice, the park owner shall use a Notice of Intent form provided by the City that shall contain the following information: 1)The name and address of the current park owner and the project developer; 2)A description of the application(s) being filed and a general time frame to complete the work described in the application; 3)An explanation of the relocation assistance available to long-term resident households, information on long-term resident household incomes and the procedure for submitting claims for relocation assistance; 4)Contact information for the third-party agency that will be assisting with the relocation assistance process. This contact information and a brief explanation of the purpose of the notice shall be translated into non-English languages as provided by the City; 5)The long-term resident household’s right to receive written notice for each hearing and right to appear and be heard at a land use hearing, if applicable; and 6)Other information deemed necessary or desirable by the Department. (b)Notice of Intent verification. No later than fifteen (15) days after issuing a Notice of Intent, the park owner or authorized agent of the park owner shall submit to the City a duplicate copy of the Notice of City of South San Francisco Printed on 1/9/2025Page 6 of 14 powered by Legistar™433 File #:25-6 Agenda Date:1/8/2025 Version:1 Item #:15b. Intent form given to each long-term resident household and a declaration indicating that each notice was sent by regular and certified mail and posted on the door of each mobile home. (c)Notice of informational meetings. The applicant shall issue written notices and conduct at least two (2) informational meetings for mobile home park residents and owners and their representatives. The notices shall be sent by regular and certified mail and posted on the door of each long-term resident’s mobile home no later than fifteen (15) days before the hearings. The informational meetings shall be scheduled to maximize resident and owner participation, and the scheduling shall be subject to the approval of the Director or their designee. The informational meetings shall occur after the Notice of Intent has been issued and before any hearing on the Mobile Home Park Conversion Permit shall be held. (d)Notice of Relocation Impact Report. No later than fifteen (15) days after filing a completed application, the park owner or the park owner’s authorized agent shall issue a written Notice of Relocation Impact Report with a copy of the Relocation Impact Report. The notice and Relocation Impact Report shall be sent by regular and certified mail and posted on the door of each mobile home. (e)Notice of Application Approval. No later than ten (10) days after receiving final approval of a project application (concurrent with the fifteen (15) day appeal period), the park owner or the park owner’s authorized representative shall notify each long-term resident household residing on the subject real property that the application has been approved. The notice shall be sent by regular and certified mail and posted on the door of each mobile home. (f)Notice of Termination. No later than ten (10) days after issuing the Notice of Application Approval, the park owner or the park owner’s authorized representative shall provide a written Notice of Termination to all long-term residents subject to displacement pursuant to Civil Code Sections 1946 and 1946.1. The notice shall be sent by regular and certified mail and posted on the door of each mobile home. The date to vacate shall not be prior to the City’s determination that the landlord has complied with this chapter. From the date of the Notice of Intent, each long-term resident household residing on the subject real property shall be entitled to a period of one (1) year before the issuance of the Notice of Termination. This period ensures that residents have adequate time to prepare for relocation and make necessary arrangements. The park owner or the park owner’s authorized agent must adhere to this one (1) year notice period, ensuring no Notice of Termination is issued prior to the completion of this timeframe. 8.80.070 Required Findings. Approval of a Mobile Home Park Conversion Permit by the Department shall include conditions of approval to mitigate, to the full extent legally feasible, the adverse impact of the proposed conversion on the ability of displaced mobile home park residents to find adequate housing in a comparable mobile home park or, in the alternative, adequate replacement housing. The conditions of approval shall not exceed the reasonable costs of relocation of all long-term residents. Prior to approving a Mobile Home Park Conversion Permit, the Director, or their designee, shall make the following findings: (a)The applicant has complied with the provisions of this chapter and state law regarding conversion of mobile home parks; (b)Measures to address, to the full extent legally permissible, the adverse impacts of the conversion on the City of South San Francisco Printed on 1/9/2025Page 7 of 14 powered by Legistar™434 File #:25-6 Agenda Date:1/8/2025 Version:1 Item #:15b. ability of displaced long-term residents to find adequate housing in a mobile home park or, in the alternative, adequate replacement housing have been taken; and (c)For Mobile Home Park Conversion Permit applications accompanied by any additional request for discretionary approval, including, but not limited to a request for subdivision, General Plan amendment, zoning amendment, or use permit, all required findings for the additional approval have been made. 8.80.080 Conditions of Approval; Relocation Plan. The Mobile Home Park Conversion Permit shall include as conditions of approval relocation options for each displaced long-term resident in a relocation plan, as follows: (a) Moving allowance for long-term residents: For all long-term residents, relocation assistance shall include a moving allowance sufficient to pay for a move to another mobile home park or other replacement housing, within a one hundred (100) mile radius of the mobile home park to be vacated. The resident is responsible for any additional costs to move to a location outside of the radius. Moving allowance includes: 1)A full refund of a long-term resident’s security deposit, if applicable, except for funds that may be necessary to repair a long-term resident’s damage to property in rental mobile homes and or sites; 2)Payment of moving costs for personal belongings and first and last month’s rent and security deposit at the identified alternative housing for all long-term residents; 3)A sixty (60) day subscription to a rental agency service to support long-term residents in obtaining a site in a comparable mobile home within thirty (30) miles of the mobile home park; and 4)The cash equivalent of six (6) months’ rent shall be paid to the long-term resident household renting a unit. The amount to be paid shall be calculated at the time the relocation application is approved by the City based on the most recent U.S. Department of Housing and Urban Development’s Fair Market Rent calculation for San Mateo County for a similar-sized unit with the same number of bedrooms. (b)Relocation assistance for long-term residents who own their mobile homes and whose homes can be relocated: 1) In addition to the moving allowance described above, the applicant shall pay all costs related to moving the mobile home, fixtures, and accessories to a comparable mobile home park within a reasonable distance of the park from which the mobile home owner is relocating. Costs shall include disassembly and moving costs, mobile home set-up costs, utility hook-up fees, and the reasonable temporary housing expenses for displaced mobile home residents for a period not exceeding thirty (30) days from the date of actual displacement until the date of occupancy at the new site. 2)The comparable mobile home park and the relocated mobile home shall conform to all applicable federal, state, and local regulations. 3)In addition, the applicant shall provide displaced mobile home owners with the payment of a lump sum equal to the difference in monthly rental rates for a period of twelve (12) months, if City of South San Francisco Printed on 1/9/2025Page 8 of 14 powered by Legistar™435 File #:25-6 Agenda Date:1/8/2025 Version:1 Item #:15b. the site rent rate in the new mobile home park exceeds the rent rate in the mobile home park from which the resident is relocating. (c)Relocation assistance for long-term residents who own their mobile homes and whose homes cannot be relocated: 1)In addition to the moving allowance described above, the applicant shall pay for the in-place value of the mobile home and the cost of disposal of the mobile home in an approved facility. The in-place value shall be based on the appraisal included in the Relocation Impact Report, unless such appraisal is disputed by the mobile home owner. In that case, the mobile home owner may obtain an independent appraisal by a licensed appraiser at their own expense, and the in-place value shall be the average of the two appraisals, provided, however, that the applicant shall always pay at least the amount set forth in the Relocation Impact Report. (d)Relocation assistance for all other long-term residents: 1)If the mobile home unit is being rehabilitated, the financial assistance benefits required by this section need not be provided if comparable accommodations, as defined by the California Code of Regulations, are provided on or off the premises to the long-term residents during the period of rehabilitation. The park owner shall give a right of first refusal to relocate to a rehabilitated unit to each long-term resident who qualifies as very low income. When a comparable living site is provided, the applicant shall pay each affected long-term resident all reasonable moving and related expenses. 2)The financial benefits shall be paid by the mobile home park owner to the long-term resident within five (5) business days of written notice by the resident that they will vacate the premises on a date specified by the resident, but no more than thirty (30) calendar days in advance of the move-out date. Written notice forms approved by the Department shall be provided to the long- term residents by the park owner. (e)Relocation Counselor. The applicant shall give the Director reasonably satisfactory evidence of a contract between the applicant and the Relocation Counselor providing that no later than thirty (30) days after approval of the Mobile Home Park Conversion Permit the Relocation Counselor shall make personal contact with each displaced resident of the mobile home park and initiate the relocation assistance process. The contract shall require the Relocation Counselor to give each long-term resident a written notice of their options for relocation assistance. (f)Right of first refusal for residents. For all long-term residents, relocation assistance shall include the right of first refusal to purchase or rent new homes or apartments to be constructed on the park site, if applicable. Income-eligible residents may have first priority to purchase or rent any below market rate units which may be constructed on the park site, if they meet all eligibility requirements for the program. To receive priority for below market rate units, interested residents shall file a request with the Department before vacating the park. 8.80.090 Approval Timeline. A Mobile Home Park Conversion Permit will be approved no sooner than three hundred sixty-five (365) days after a Notice of Intent is issued, provided that all conditions and requirements of this ordinance are met. The following provides a high-level summary of the approval process for a Mobile Home Park Conversion Permit. City of South San Francisco Printed on 1/9/2025Page 9 of 14 powered by Legistar™436 File #:25-6 Agenda Date:1/8/2025 Version:1 Item #:15b. This summary is for reference only; detailed provisions elsewhere in this chapter govern. (a)Application Review: 1)Park owner submits an application, including all required documentation. The Department reviews the application for completion of the filing requirements outlined in Section 8.80.040. 2)Staff reviews the application and issues a completeness determination within thirty (30) days of submittal. An “incomplete” determination will include a list of items that are needed to be considered a complete application. (b)Notice of Intent: 1)Park owner issues the notice to residents and the City no later than thirty (30) days after the application is deemed complete by the Department. (c)Verification of Notice: 1)Park owner submits evidence of compliance with notice requirements to the Department within fifteen (15) days of issuing the Notice of Intent. (d)Informational Meetings: 1)Park owner conducts at least two (2) informational meetings with residents after the Notice of Intent is issued but before any hearings on the permit. 2)Notices for these meetings must be sent at least fifteen (15) days in advance. (e)Review of Application: 1)The Director or their designee makes required findings as outlined in Section 8.80.070, including approval conditions to mitigate the adverse impact of the proposed conversion. (f)Approval of Permit: 1)The Director or their designee must approve the permit no sooner than three hundred sixty-five (365) days after the Notice of Intent is issued, provided all conditions and requirements of this ordinance are met. (g)Notices Following Approval: 1)Notice of Application Approval: Issued to residents within ten (10) days of final permit approval. 2)Notice of Termination: Issued within ten (10) days after issuing the Notice of Application Approval, with at least one (1) year of notice prior to requiring residents to vacate the mobile home park. 8.80.100 Term of Permit Approval. The Mobile Home Park Conversion Permit shall expire one (1) year from the date of its approval, unless the applicant requests an extension setting forth satisfactory reasons for not proceeding within the one (1) year period. The Director may grant no more than two (2) such extensions of one (1) year each, based upon a showing that good faith progress has been made toward fulfilling the conditions of approval, or some intervening event not the fault of the park owner has prevented timely compliance with the conditions of approval. An application must be filed with the Department no less than sixty (60) days prior to the expiration of the Mobile Home Park Conversion Permit or any extension. If relocation assistance has not been provided to all long-term residents in accordance with this chapter within three (3) years of the original date of permit City of South San Francisco Printed on 1/9/2025Page 10 of 14 powered by Legistar™437 File #:25-6 Agenda Date:1/8/2025 Version:1 Item #:15b. approval, a new Relocation Impact Report and application shall be required in accordance with this chapter. Each year on the anniversary date of the permit approval, the relocation assistance shall be increased by an amount equivalent to the increase in the cost-of living index for the Oakland/San Francisco area published by the U.S. Department of Labor. The index shall be for the quarterly period closest to the anniversary date of the permit. 8.80.110 Appeals Process. The Mobile Home Park Conversion Permit appeals process is as follows: (a)Written appeal: 1)A long-term resident household or park owner may contest a decision, order, or determination regarding relocation payments or a notice of penalty or fine assessed this chapter by submitting an appeal in writing together with the appeal fee listed in the City’s fee schedule. The appeal shall set forth the factual basis for disputing the decision, order, or determination. 2)Appeals must be addressed to the Director, and must be received within fifteen (15) days of the date appearing on the decision, order, or determination regarding relocation benefits or the notice of penalty or fine. A copy of the appeal must be provided by the appellant to any long- term resident household(s) or park owner(s) directly affected by the appeal on or by the same date that the appeal is received by the Director. (b)Hearing procedure: 1)Upon receipt of a written appeal and appeal fee, the Director shall schedule a hearing before the appeals panel, which shall be a three member subcommittee of the Planning Commission. Any long-term resident household(s) or park owner(s) directly affected by the appeal shall have the right to attend and participate in the hearing. 2)The appeal hearing shall be set for a date within thirty (30) days from the date that the appeal is filed, unless the Director determines that good cause exists for an extension of time. The appellant and any long-term resident household(s) or park owner(s) directly affected by the appeal shall receive notice of the time and place at least fifteen (15) days prior to the hearing unless the Director determined, in writing, that the matter is urgent, in which case the appellant and any long-term resident household(s) or park owner(s) directly affected by the appeal shall receive at least five (5) days’ prior notice of the hearing. 3)Documentary evidence and names of potential witnesses shall be provided by the enforcement officer and the appellant to the appeals panel and any long-term resident household(s) or park owner(s) directly affected by the appeal at least five (5) days prior to the appeal hearing or as soon as practicable prior to the hearing. At the hearing, the long-term resident household(s) or park owner(s) directly affected by the appeal shall be given the opportunity to testify and to present evidence concerning the decision, order, or determination regarding relocation benefits or the notice of penalty or fine. The failure of appellant to appear at the appeal hearing shall constitute a forfeiture of the fine or penalty (if applicable). 4)The decision, order, or determination regarding relocation benefits or the notice of penalty or fine and any additional report submitted by the enforcement officer shall constitute prima facie City of South San Francisco Printed on 1/9/2025Page 11 of 14 powered by Legistar™438 File #:25-6 Agenda Date:1/8/2025 Version:1 Item #:15b. evidence of the respective facts contained in those documents. (c)Decision on appeal: 1)After considering all of the testimony and evidence submitted at the hearing, the appeals panel shall issue a written decision to uphold or cancel all or part of the decision, order, or determination regarding relocation benefits or the notice of penalty or fine and shall state the reasons for that decision. The decision of the appeals panel shall include findings regarding the evidence in the record and submitted at the hearing, as well as the existence of any proper grounds for the order to pay relocation benefits or the notice of penalty or fine. A copy of the appeals panel written decision shall be provided to the long-term resident household(s) as well as any park owner(s) directly affected by the appeal. 2)If the appeals panel determines that the decision, order, or determination regarding relocation benefits or the notice of penalty or fine should be upheld, then the park owner shall pay the appropriate sum(s) to the long-term resident household(s) and/or the City within ten (10) days after the park owner’s receipt of the appeals panel’s written decision. 3)To the extent allowed by law, the decision, order, or determination regarding relocation benefits or notice of penalty or fine shall have the same force and effect as a resolution of the City Council for the purpose of filing a lien, special assessment, or for pursuing any other method of collection. 8.80.120 Conversion Through Closure. Whenever twenty-five (25) percent or more of the total number of mobile home sites within a mobile home park are uninhabited for more than ninety (90) consecutive days, and such condition was not caused by a natural or physical disaster beyond the control of the mobile home park owner, then such condition shall be deemed a "mobile home park closure" for the purposes of this ordinance. The mobile home park owner shall file an application for conversion within a reasonable amount of time as determined by the Director, in compliance with this chapter. A mobile home site is considered to be "uninhabited" when no rent is being paid for use of the site and it is either (i) unoccupied by a mobile home or (ii) occupied by a mobile home in which no person resides. A mobile home resident or other interested party who believes that twenty-five (25) percent or more of the total number of mobile home sites within a mobile home park are uninhabited may file a written statement to that effect with the Director. The Director or their designee shall investigate and determine whether an unpermitted conversion of a mobile home park has occurred. Once the Director makes such determination, a written notice that describes such determination shall be sent by the City to the mobile home park owner, mobile home park manager, and the person who filed the written statement. 8.80.130 Exemption from Relocation Assistance Requirements. Any person who files an application for a Mobile Home Park Conversion Permit may, simultaneously, and as part of the filing of such application, request an exemption from some or all of the relocation assistance requirements described in Section 8.80.080. The request shall be processed in conjunction with the application for the permit, and shall be distributed to each long-term resident household and mobile home owner at the time of application submittal. The applicant may request, in writing, an exemption if (i) the relocation assistance required exceeds the reasonable costs of relocation for displaced mobile home park residents; or (ii) if, as part City of South San Francisco Printed on 1/9/2025Page 12 of 14 powered by Legistar™439 File #:25-6 Agenda Date:1/8/2025 Version:1 Item #:15b. of bankruptcy proceeding, the bankruptcy court has taken action that would prohibit or preclude the payment of relocation assistance benefits, in whole or in part; or (iii) if the relocation assistance required would eliminate all or substantially all reasonable economic value of the property for alternate uses. Any request for exemption shall contain at a minimum, the following information: (a)Statements of profit and loss from operations of the mobile home park for the five (5) year period immediately preceding the date of the application for exemption, certified by a certified public accountant. All such statements shall be maintained in confidence to the extent permitted by the California Public Records Act; (b)An estimate of the total cost of relocation assistance which would be required in compliance with Section 8.80.080. This estimate shall be based on surveys, appraisals, and reports that document the number of residents of the park who are able to relocate their mobile homes and those who would sell their mobile homes, and the costs related to providing the relocation assistance, as otherwise required under Section 8.80.080; (c)If the applicant contends that continued use of the property as a mobile home park necessitates repairs and/or improvements that are not the result of the park owner or applicant's negligence or failure to properly maintain such property, and that the costs thereof make continuation of the mobile home park economically infeasible, then the request shall include a report by a civil engineer or licensed general contractor outlining such costs. (d)If the proposed closure is due to conversion of the land to another use, an estimate of the value of the mobile home park, an estimate of the value as is, and estimate of value after the change shall be provided. These estimates shall be prepared by a certified real estate appraiser. (e)Any request for exemption filed pursuant to a bankruptcy proceeding shall be accompanied by adequate documentation regarding the case name, case number, and court in which the bankruptcy proceeding is pending, and copies of all pertinent judgments, orders and decrees of the said court. In determining whether to waive or modify a portion or all of any type of benefit that would otherwise be due under this ordinance, the Department may take into account the financial history of the mobile home park, its condition and the condition of the amenities and improvements thereon, the cost of any necessary repairs, improvements, or rehabilitation of said park, the estimated costs of relocation, the fair market value of the property for any proposed alternative use, the fair market value of the property for continued use as a mobile home park, and any other pertinent evidence requested or presented. The Department shall expressly indicate in its decision any waiver and the extent thereof and the reason therefor. The Department determination is subject to appeal by the parties and process indicated in Section 8.80.110. SECTION 3. Severability. If any section, subsection, sentence, clause or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by the decision of a court of competent jurisdiction, it shall not affect the remaining portions of this Ordinance. SECTION 4. Publication and Effective Date. City of South San Francisco Printed on 1/9/2025Page 13 of 14 powered by Legistar™440 File #:25-6 Agenda Date:1/8/2025 Version:1 Item #:15b. Pursuant to the provisions of Government Code Section 36933, a summary of this Ordinance shall be prepared by the City Attorney. At least five (5) days prior to the Council meeting at which this Ordinance is scheduled to be adopted, the City Clerk shall (i) publish the Summary, and (ii) post in the City Clerk’s Office a certified copy of this Ordinance. Within fifteen (15) days after the adoption of this Ordinance, the City Clerk shall (i) publish the summary, and (ii) post in the City Clerk’s Office a certified copy of the full text of this Ordinance along with the names of those City Council members voting for and against this Ordinance or otherwise voting. This Ordinance shall become effective thirty (30) days from and after its adoption by the City Council. ***** City of South San Francisco Printed on 1/9/2025Page 14 of 14 powered by Legistar™441 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-12 Agenda Date:1/8/2025 Version:1 Item #:16. Report regarding an ordinance amending Chapter 8.78 (“Mooring Regulations”)of the South San Francisco Municipal Code (Rich Lee, Assistant City Manager; Sky Woodruff, City Attorney) RECOMMENDATION It is recommended that the City Council introduce an ordinance amending Chapter 8.78 (“Mooring Regulations”) of the South San Francisco Municipal Code and waive further reading. BACKGROUND/DISCUSSION On September 11,2024,the City Council adopted an ordinance that added Chapter 8.78 (“Mooring Regulations”)to the South San Francisco Municipal Code (SSFMC).The Mooring Regulations provided the City with greater authority over its navigable waters to address public and environmental health and safety concerns that largely impact the Oyster Point area. Since adoption of the Mooring Regulations,staff from the Office of the City Manager has worked with the Code Enforcement Division of the Public Works Department and the City Attorney’s Office on enforcement of the ordinance and collaborated with other agencies,including the San Mateo County Harbor District and the United States Coast Guard. The following amendments are recommended to further improve the City’s ability to address the ongoing public and environmental health and safety issues in the City’s navigable waters: ·Added language to define what type of emergencies would qualify for exception under Section 8.78.080: o An occupied vessel is actively sinking/taking on water; or o A vessel that has an active fire on board; or o A vessel that has an in progress criminal activity occurring; or o A life-threatening emergency; or o Any other unexpected emergency that poses potential death or serious bodily injury if not immediately acted upon. ·Removed Section 8.78.050 Public nuisance.Removal of this language broadens the definition of public nuisance to the City’s existing public nuisance language that currently exists in SSFMC Section 8.54.070(k)(3). ·Revised Section 8.78.060 to declare the City waters as an open water area (rather than limit to Oyster Point). ·Revised Section 8.78.070 to broaden written permission to be from the City (rather than limited to the Chief of Police) ·Revised Section 8.78.110 (b)to broaden authority for removal of vessels which have been left in City waters or beached for 72 or more consecutive hours to the City (rather than limited to the South San Francisco Police Department) FISCAL IMPACT While introduction of the amendments to Chapter 8.78 of the SSFMC does not have a financial impact,enforcement of the City’s Mooring Regulations Ordinance will require additional budget appropriations to enter into on-call agreements with marine salvage and marine surveyor entities for removal of non-compliant vessels. RELATIONSHIP TO STRATEGIC PLAN The amendments to the City’s Mooring Regulations Ordinance promote the City’s strategic priority of Quality of Life,by addressing public and environmental health and safety issues in the City’s navigable waters. City of South San Francisco Printed on 1/3/2025Page 1 of 2 powered by Legistar™442 File #:25-12 Agenda Date:1/8/2025 Version:1 Item #:16. CONCLUSION Introduction of the ordinance amending the City’s Mooring Regulations enhances the City’s ability to enforce and address quality of life matters in the City’s navigable waters. City of South San Francisco Printed on 1/3/2025Page 2 of 2 powered by Legistar™443 Mooring Regulations Ordinance Amendments – Introduction/First Reading SSFMC Chapter 8.78 January 8, 2025 Government Code Section 54957.5 SB 343 Item Agenda: 01/08/2025 REG CC Item 16 444 Background/Timeline 445 Mooring Regulations Ordinance 3 August 2024 •Introduction/First Reading September 2024 •Second Reading/Adoption 446 City’s Navigable Waters 447 Anchor Outs 5 448 Anchor Outs 6 449 Anchor Outs 7 450 Anchor Outs 8 451 Anchor Outs 9 452 Anchor Outs 10 453 Abandoned Vessels 11 454 Abandoned Vessels 12 455 Abandoned Vessels 13 456 Abandoned Vessels 14 457 Abandoned Vessels 15 458 Abandoned Vessels 16 459 Mooring Regulations Ordinance Amendments 460 8.78.020 Definitions 18 (c) “Emergency” means any of the following: 1) an occupied vessel that is actively sinking/taking on water; 2) a vessel that has an active fire on board; 3) a vessel that has an in progress criminal activity occurring; 4) a life threatening emergency; or 5) Any other unexpected emergency that poses potential death or serious bodily injury if not immediately acted upon. 461 8.78.050 Public nuisance 19 Removed. Defer to SSFMC section 8.54.070(k)(3). 462 8.78.060 City Waters declared open water area 20 (a) The City Council declares that the City waters of Oyster Point are and shall be an open water area… 463 8.78.070 Ten-hour limitation 21 Other than those vessels lawfully permitted to be within the harbor and marina facilities, it is unlawful for any person to moor or beach any vessel in City waters in excess of 10 hours without first obtaining the written permission of the City Chief of Police. 464 8.78.110 Penalty for violation 22 (b) In addition to the penalties pursuant to subsection (a) of this section for violations of Municipal Code sections 8.78.060 and/or 8.78.070, the City South San Francisco Police Department may remove or cause to be removed any vessel which has been left in City waters or beached for 72 or more consecutive hours… 465 Mooring Regulations Ordinance Amendments City of South San Francisco THANK YOU 466 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-14 Agenda Date:1/8/2025 Version:1 Item #:16a. Ordinance amending Chapter 8.78 (“Mooring Regulations”) of the South San Francisco Municipal Code to provide regulations for mooring in the City’s navigable waterways. WHEREAS, Chapter 8.78 of the South San Francisco Municipal Code established Mooring Regulations for the City’s navigable waters; and WHEREAS, these amendments are necessary to further ensure the public and environmental health and safety of the City’s navigable waters. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO, DOES HEREBY ORDAIN AS FOLLOWS: SECTION 1.Findings The City Council of South San Francisco finds that all Recitals are true and correct and are incorporated herein by reference. SECTION 2.Amendment of Title 8, Chapter 78 of the South San Francisco Municipal Code The specified section of Chapter 8.78 of the South San Francisco Municipal Code is hereby amended as set forth below (with text in strikeout indicating deletion and underlined text indicating addition): CHAPTER 8.78 MOORING REGULATIONS 8.78.010 Purpose These regulations are enacted to ensure that mooring installation, use and maintenance does not impair the public’s health, safety and welfare; or does not result in degraded water quality, loss of aquatic habitat, or interference with navigation. 8.78.020 Definitions. For purposes of this chapter: (a) Beached. A vessel shall be deemed “beached” when such craft rests on the mud or other bottom or does not float freely at ordinary low tide. (b) “City waters” means any and all navigable waterways of South San Francisco, including but not limited to, all of the property owned and/or held in trust by the City covered by the waters of Oyster Point. (c) “Emergency” means any of the following: 1) an occupied vessel that is actively sinking/taking on water; 2) a vessel that has an active fire on board; 3) a vessel that has an in progress criminal activity occurring; 4) a life City of South San Francisco Printed on 1/9/2025Page 1 of 5 powered by Legistar™467 File #:25-14 Agenda Date:1/8/2025 Version:1 Item #:16a. threatening emergency; or 5) Any other unexpected emergency that poses potential death or serious bodily injury if not immediately acted upon. (cd) “Oyster Point” means the land abutting the waters of Oyster Point generally located in the area East of Oyster Point Boulevard, East of Gull Drive, Northeast of Forbes Boulevard, and North, South and East of Marina Boulevard. (de) “Marine debris” shall have the same meaning as set forth in California Harbors and Navigation Code Section 550(b) or successor statute as it currently exists or may hereinafter be amended. As of the date of adoption of this chapter, “marine debris” means “a Vessel or part of a Vessel, including a derelict, wreck, hulk, or part of any ship or other watercraft or dilapidated Vessel, that is unseaworthy and not reasonably fit or capable of being made fit to be used as a means of transportation by water.” (ef) “Moor” means the fixing of a vessel in one location temporarily or permanently by mooring, anchoring, grounding, or any other means. (gf) “Marina facilities” means the Oyster Point Marina and the Oyster Cove Marina and any successor facilities, in the event of a name change of the current Marina facilities. (hg) “Person” shall be understood to include natural persons, firms, partnerships, associations, companies or corporations, singular and plural. (ih) “Personal watercraft” shall have the same meaning as set forth in California Harbors and Navigation Code Section 651(s) or successor statute as it currently exists or may hereinafter be amended. As of the date of adoption of this chapter, “personal watercraft” means a vessel 13 feet in length or less, propelled by machinery, that is designed to be operated by a person sitting, standing, or kneeling on the vessel, rather than in the conventional manner of sitting or standing inside the vessel. Such vessels are commonly referred to as “jet skis.” (ji) “Recreational vessel” shall have the same meaning as set forth in California Harbors and Navigation Code Section 651(t) or successor statute as it currently exists or may hereinafter be amended. As of the date of adoption of this chapter “recreational vessel” means a “Vessel used primarily for pleasure.” (kj) “Vessel” shall have the same meaning as set forth in California Harbors and Navigation Code Section 550 (a) or successor statute as it currently exists or may hereinafter be amended. As of the date of the adoption of this chapter, “vessel” includes “every description of watercraft or other artificial contrivance used, or capable of being used, as a means of transportation by water.” (lk) “Water structure” includes structures of every kind and nature, not included in the definitions of vessel, which exist on, over or above the water, including, but not limited to, piers, wharves and docks. 8.78.030 Marine debris. Marine debris may be removed, destroyed and disposed of in accordance with California Harbors and Navigation Code Sections 550 through 552, or successor statutes. City of South San Francisco Printed on 1/9/2025Page 2 of 5 powered by Legistar™468 File #:25-14 Agenda Date:1/8/2025 Version:1 Item #:16a. 8.78.040 Discharge of refuse. If moored for longer than 72 hours, a person must be required to provide receipt, proof of proper sewage disposal, or be subject to an inspection to confirm a holding tank is operable on the vessel. Absent the above, no person may discharge or permit to be discharged into City waters any refuse, treated or untreated sewage, petroleum or petroleum matter, paint, varnish, or any other noxious chemical or foreign matter of any kind. 8.78.050 Public nuisance (a) Nuisance Defined. It is a public nuisance for any person owning, leasing, occupying or having charge or possession of any vessel in City waters to maintain the same in such a manner that any one or more of the conditions or activities described in the following subsections are found to exist: 1.The keeping, storage, depositing, or accumulation on, or attachment to, a vessel, barge, or object for an unreasonable period of any personal property, including but not limited to abandoned, wrecked, dismantled, or inoperative vessel(s) or equipment for a vessel, engine parts and/or equipment, appliances, furniture, containers, scrap metal, wood, building materials, junk, rubbish, or debris which constitutes a serious threat to public health, and/or safety. 2.Any dangerous condition that is detrimental to the public health, safety, or welfare. 3.Any condition in violation of the City’s building code that would constitute substandard housing as defined therein. 4.Discharge of refuse and/or other substances in violation of City Municipal Code § 14.08.210 “General discharge regulations.” 5.Any condition which violates the City’s fire code. (b) Nuisance Abatement. The nuisance shall be abated in accordance with the provisions set forth in Chapter 8.54 of the Municipal Code. 8.78.060 City wWaters of Oyster Point declared open water area. (a) The City Council declares that the City waters of Oyster Point are and shall be an open water area acquired, owned and maintained by the City for the purpose of providing active recreational boating and an unobstructed water vista for those using and enjoying the area of Oyster Point. The City Council finds that the use of the City waters of Oyster Point for the purpose of mooring vessels and for the purpose of building, constructing, and/or maintaining other water structures without the consent of the City is inconsistent with the use of the area for active recreational boating, and for the purpose of providing an unobstructed water vista. (b) It is unlawful for any person to moor any vessel, or to place, build, construct or maintain any water structure, in the City waters of Oyster Point. (c) It is unlawful for any person to go upon, board, occupy, reside, or dwell upon, or be present upon any vessel moored in the City waters of Oyster Point, or any water structure placed, built or constructed in the City waters of Oyster Point. City of South San Francisco Printed on 1/9/2025Page 3 of 5 powered by Legistar™469 File #:25-14 Agenda Date:1/8/2025 Version:1 Item #:16a. 8.78.070 Ten-hour limitation. Other than those vessels lawfully permitted to be within the harbor and marina facilities, it is unlawful for any person to moor or beach any vessel in City waters in excess of 10 hours without first obtaining the written permission of the City Chief of Police. 8.78.080 Beached vessels. Except in an emergency and except for those vessels lawfully docked in harbor and marina facilities, it shall be unlawful for the owner or person in control or custody of any vessel to beach in City waters. 8.78.090 Speed and safety. (a) Within City waters, due caution must be observed at all times. No person shall operate a vessel within City waters in a reckless or negligent manner, nor shall any person operate a vessel at a speed that will endanger life, limb, property, or wildlife. (b) No person shall use, operate or navigate any recreational vessel or any personal watercraft at a speed in excess of five miles per hour in any portion of the City waters within 500 feet of any shoreline. 8.78.100 Personal watercraft. No person shall permit or allow any personal watercraft to land at or depart from any shoreline in any portion of the City. 8.78.110 Penalty for violation. (a) Any person violating any of the provisions of this chapter shall be guilty of a misdemeanor and upon conviction thereof may be punished by a fine not exceeding $500.00, or by imprisonment in the County Jail for a period not exceeding 30 days, or by both such fine and imprisonment. (b) In addition to the penalties imposed pursuant to subsection (a) of this section for violations of Municipal Code sections 8.78.060 and/or 8.78.070, the City South San Francisco Police Department may remove or cause to be removed any vessel which has been left in City waters or beached for 72 or more consecutive hours. The registered and legal owner of the vessel so removed and impounded shall have the right to secure the release of such vessel upon furnishing proof of ownership and payment of the costs and expense of removal, impoundment and/or storage of the vessel. In addition, the provisions of the Boater’s Lien Law, currently set forth in California Harbors and Navigation Code Section 500 et seq., shall apply. SECTION 3.Severability If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed the Ordinance, and each and every section, subsection, sentence, clause, or phrase not declared invalid or unconstitutional without regard to whether any portion of this Ordinance would be subsequently declared invalid or unconstitutional. SECTION 4. Publication and Effective Date City of South San Francisco Printed on 1/9/2025Page 4 of 5 powered by Legistar™470 File #:25-14 Agenda Date:1/8/2025 Version:1 Item #:16a. Pursuant to the provisions of Government Code Section 36933, the City Attorney shall prepare a summary of this Ordinance. At least five (5) days prior to the Council meeting at which this Ordinance is scheduled to be adopted, the City Clerk shall (1) publish the Summary, and (2) post in the City Clerk’s Office a certified copy of this Ordinance. Within fifteen (15) days after the adoption of this Ordinance, the City Clerk shall (1) publish the summary, and (2) post in the City Clerk’s Office a certified copy of the full text of this Ordinance. ***** City of South San Francisco Printed on 1/9/2025Page 5 of 5 powered by Legistar™471 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-16 Agenda Date:1/8/2025 Version:1 Item #:17. Conference with Legal Counsel-Anticipated Litigation Significant exposure to litigation pursuant to Government Code Section 54956.9(d)(2): Two potential cases City of South San Francisco Printed on 1/3/2025Page 1 of 1 powered by Legistar™472 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-23 Agenda Date:1/8/2025 Version:1 Item #:18. Public Employee Performance Evaluation (Pursuant to Government Code Section 54957) Title: City Manager City of South San Francisco Printed on 1/3/2025Page 1 of 1 powered by Legistar™473 ID Start time Name / Nombre Provide your comment(s) during: Presentar sus comentarios durante: Enter Agenda # below, if applicable. Agregue el número de agenda, si corresponde. 3 1/8/25 16:42:50 Denni Harp Public Comments /Comentarios Públicos; 4 1/8/25 18:21:19 Cynthia Marcopulos Public Comments /Comentarios Públicos;8