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AGENDA
REDEVELOPMENT AGENCY
CIT~~ OF SOUTH SAN FRANCISCO
REGULAR MEETING
MUNICIPAL SERVICES BUILDING
COMMUNITY ROOM
WEDNESDAY, SEPTEMBER 8, 2010
6:30 P.M.
PEOPLE OF SOUTH SAN FRANCISCO
You are invited to offer your suggestions. In order that you may know our method of conducting Agency
business, we proceed as follows:
The regular meeting of the Redevelopment Agency is held on the second Wednesday of each month at
6:30 p.m. in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco,
California.
Public Comment: For those wishing to address the Board on any Agenda or non-Agendized item, please
complete a Speaker Card located at the entrance to the Community Room and submit it to the Clerk.
Please be sure to indicate the Agenda Item # you wish to address or the topic of your public comment.
California law prevents Redevelopment Agency from taking action on any item not on the Agenda
(except in emergency circumstances). Your question or problem may be referred to staff for investigation
and/or action where appropriate or the matter may be placed on a future Agenda for more comprehensive
action or a report. When your name is called, please come to the podium, state your name and address for
the Minutes. COMMENTS ARE LIMITED TO THREE (3) MINUTES PER SPEAKER. Thank you for
your cooperation.
The Clerk will read successively the items of business appearing on the Agenda. As she completes
reading an item, it will be ready for Board action.
MARK N. ADDIEGO
Chair
KEVIN MULLIN
Vice Chair
RICHARD A. GARBARINO
Boardmember
RICHARD BATTAGLIA
Investment Officer
BARRY M. NAGEL
Executive Director
PEDRO GONZALEZ
Boardmember
KARYL MATSUMOTO
Boardmember
KRISTA MARTINELLI-CARSON
Clerk
STEVEN T. MATTAS
Counsel
PLEASE SILENCE CELL PHONES AND PAGERS
HEARING ASSISTANCE EQUIPMENT [S AVAILABLIE FOR USE BY THE HEARING-IMPAIRED AT REDEVELOPMENT AGENCY MEETINGS
In accordance with California Government Code .Section 54957.5, any writing or document that is a public record, relates to an open
session agenda item, and is distributed less than ~2 hours prior to a regular meeting will be made available for public inspection in the
City Clerk's Offzce located at City Hall. If, however, the document or writing is not distributed until the regular meeting to which it
relates, then the document or writing will be made available to the public at the location of the meeting, as listed on this agenda. The
address of City Hall is 400 Grand Avenue, South San Francisco, California 94080.
CALL TO ORDER
ROLL CALL
AGENDA REVIEW
PUBLIC COMMENTS
CONSENT CALENDAR
Motion to approve the minutes of August 11, 2010.
2. Motion to approve expense claims of September 8, 2010.
3. Resolution authorizing preparation of Proposed Redevelopment Plan Amendments to
combine debt limits for the I)owntown/Central Added Area and Merged Project Areas,
refine methodology used to calculate revenue included in tax increment collection limit,
and extend time limit to incur debt for Downtown/Central Added Area and El Camino
Corridor Added Area.
4. Resolution authorizing the Executive Director to execute an Agreement for Consulting
Services with Seifel Consulting, Inc. in an amount not to exceed $297,800 for the
preparation of proposed Redevelopment Plan Amendments.
Resolution authorizing the expenditure of tax increment funds for the 356 Grand Avenue
Abatement and Building Demolition Project, adopting findings required by Health and
Safety Code Section 33445, and authorizing award of contract for the Project to Silverado
Contractors, Inc., in an amount not to exceed $94,700.
6. Resolution approving an amendment to the consulting services agreement with
Brookwood Group for development management services for 418 Linden Avenue to
increase the agreement amount by $150,000 to include the costs of engineering,
environmental and marketing sub-consultants.
Resolution approving an amendment to extend the Memorandum of Understanding
among the City of South San Francisco, Redevelopment Agency of the City of South San
Francisco and Oyster Point 'Ventures LLC for potential development of the Oyster Point
Marina and Oyster Point Business Park.
REGULAR REDEVELOPMENT AGENCY MEETING SEPTEMBER 8, 2010
AGENDA PAGE 2
CLOSED SESSION
Real Property Negotiations
Pursuant to Government Codle Section 54956.8
Related to:
201 Grand Avenue
Agency Negotiator: Marty Van Duyn
207 Grand Avenue
Owner: David Newman
217-219 Grand Avenue
Owner: Pasco
223-225 Grand Avenue
Owner: Romo
APN# 012-316-060 Grand Avenue
Owner: Pasco.
ADJOURNMENT
REGULAR REDEVELOPMENT AGENCY MEETING SEPTEMBER 8, 2010
AGENDA PAGE 3
5~~~~N SANS,
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MINUTES
SPECIAL MEETING
F~EDEVELOPM_ENT AGENCY
CITY OF SOUTH SAN FRANCISCO
- ..,.
r
RDA AGENDA ITEM
MUNICIPAL SERVICES BUILDING
COMMUNITY ROOM
WEDNESDAY, AUGUST 11, 2010
CALLED T O ORDER:
ROLL CALL:
AGENDA REVIEW
None.
5:34 p.m.
Present: Boardmembers Garbarino, Gonzalez and
Matsumoto, Vice Chairman Mullin and
Chairman Addiego.
Absent: None.
PUBLIC COMMENTS -- ce;;zme~~ts a~°e li;~zited to iteLns on the Syecial hleetif~b ~?bend~r.
STATUS AND DISCUSSION REGARDING POTENTIAL REDEVELOPMENT
PLAN AMENDMENT.
Economic and Community Develop~mert Manager Fragoso presented the staff report
pertaining to the recommended plan amendments proposed for the Redevelopment Agency.
She explained the Agency was not expected to take formal action but staff wanted to make
it aware of the recommended amendments proposed to enable the Agency to undertake
desired projects citywide. Formal action would be required at a meeting in the near firture
and the Plan Amendment process was anticipated to require one year.
Consultant Libby Seifel addressed the Agency and presented a PowerPoint pertaining to
the Redevelopment Plan Amendment Strategy. She began by providing background and
noting that South San Francisco has six fiscally-merged Redevelopment Project Areas.
Some of the Project Areas were approaching key time and fiscal limits. Bonding capacity
was insufficient to undertake the Ag;ency's 10 year proposed projects. Proposed
development at Oyster Point would require upfront Agency fimding, but could generate
significant revenues for the City and Agency in later years as Oyster Point develops and
other Project Areas mature. This would entail a significant upfront investment in order to
move forward expeditiously in the fuhire.
Ms. Seifel explained amendments were needed because the time limits on debt incurrence
constrain the Agency's ability to undertake future citywide projects. The existing $15
million debt limit for the Downtowri/Central Added Area was not sufficient to undertake
the redevelopment of Oyster Point a.nd other desired projects. Finally, the current tax
increment collection for the Merged Project Area limited long term Agency resources for
fiihn-e projects.
Chairman Addiego questioned whether the previous area merger had reset the clock.
Mal7ager Fragoso explained it had not as the time frame continued for each area.
Ms. Seifel advised the Agency had six project areas with two being added to four main
project areas. She then provided a summary of tl.e recommended amendments as follows:
1) combine debt limits for the Downtown/Central Added Area and Merged Project Areas;
2) clarify tax increment ("TI") collection limit for Merged Project Areas to exclude pass-
throughpayments, housing set-aside, and State take-aways (SERAF); and 3) extend time
limit to incur debt by 10 years for Downtown/Central Added Area and El Camino Added
Area. She explained that without the amendments certain development would not be able
to occur. The amendments would permit significant development in Oyster Point. Further
the revisions to TI and debt limits would increase the funding available for housing and
non-housing projects by $100,000,000.00.
Chairman Addiego advised he did not recall learning of this back when the Agency entered
negotiations with SKS Shorenstein.
Director of Economic and Community Development VanDuyn advised the MOU with SKS
ackno;~.~ledges extension of debt limits as part of the deal Iie fiu-ther noted that once
development occurred, the site would begin generating tax increment fiends.
Ms. Seifel explained the benefits cf the amendments included greater bonding capacity, the
ability to fund all ten year Agency projects, the capacity to jointly fund ;.ey taxing entity
projects and the ability to provide upfront investment to stimulate new development.
Ms. Seifel concluded her presentation by explaining certain key steps in the Amendment
Process, including Agency discussic>n regarding the plan a~~~endment, Agency authorization
of the amendment process, public meetings and community outreach, affected taxing
entity consultations, amended redevelopment plan, preliminary report: blight
documentation, summary of Redevelopment Program and TI projections, Report to State
Agencies, Report on the Plan Amendment, environmental documents, and a joint public
hearing.
Vice Chairman Mullin questioned which Agencies would participate in the joint meeting.
Ms. Seifel explained the Redevelopment Agency and City Council would hold the joint
meeting.
Vice Chairman Mullin queried whether additional risk was associated with the proposed
amendments and whether there were challenges in negotiating with other taxing entities.
Director VanDuyn advised the primary obstacle related to the pass through agency. He
stated the Redevelopment Agency needed to consider looking at partnering with the School
District on certain housing and other projects.
SPECIAL REDEVELOPMENT AGENCY' MEETING AUGUST 11, 2010
MIi1[JTES PAGE 2
Boardmember Matsumoto questioned whether the Agency had the ability to pursue
housing projects with income levels above the recent Mid Peninsula project standard so
that School District employees might qualify to take residence in such developments.
Counsel Mattas stated that ~0% tax increment funding could be utilized for low and
moderate income housing.
Boardmembers Garbarino and Gonzalez conunented on r>>e advantages to partnering with
the School District. However, Boardmember Gonzalez expressed concern about the
School District maintaining its end of the deal.
Director VanDuyn advised a pertain amount of pass through funding would continue for
the life of a project. The amendment would provide room to negotiate with the School
District regarding housing fielding.
Chairman Addiego requested identification of the complete tax increment amount expected
around the year 2020 when the gateway Redevelopment Area was presently set to expire.
Manager Fragoso advised the number would be provided at the Regular at which the
amendments would be presented for the Board's approval.
ADJOURNMENT
Being no further business, Chainl~an Addiego adjourned the meeting at 6:18 p.m.
Approved:
Mar'_K N. Addiego, Chainna,~
City of South San Francisco
SPECIAL REDEVELOPMENT AGENCY MEETING
MINUTES
AUGUST 11, 2010
PAGE 3
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1l~IIi~TUTE- S ~ i_
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~= '- = , ~ REGULAR MEETING
U O
.,, ,- _REDEVELOI'MENT AGENCI'
~qLi~~~~~~ CI7['Y OF SOUTH SAN FP.ANCISCO
MUNICIPAL SERVICES BUILDING
COMMUNITY ROOM
WEDNESDAY, AUGUST 11, 2010
CALLED TO ORDER: 6:30 p.m.
ROLL CALL: Present: Boardmembers Garbarino, Gonzalez and
Matsumoto, Vice Chairman Mullin and
Chairman Addiego.
Absent: None.
AGENDA REVIEW
None.
PUBLIC COMMENTS
I~ one.
CONSENT CALENDAR
1. Motion to approve the minutes of June 23, 2010 and July 14, 2010.
2. Motion to approve expense claims of August 11, 2010.
3. Resolution No. 14-2010 awarding the South San Francisco Historical Society
Museum Roof Replacement and Accessories Construction Contract to Andy's
Roofing Company, Inc. of Milpitas, CA, in an amount not to exceed $21,980.
Prior to discussion and action on the Consent Calendar Vice Chairman Mullin announced
he would abstain from discussion anal action on Item No. 3 due to a previous client
relationship with the South San Francisco Historical Society.
Motion-Boardmember Matsumoto,/Second-Boardmember Garbarino: To approve
Consent Calendar Items No. 1 & 2. Unanimously approved by voice vote.
*Vice Chairman Mullin left the Meeting Chamber.
Item No. 3: Boardmember Garbarino requested ~1 explanation for the disparity in bids.
Director of Economic and Community Development VanDuyn explained the high bidder
misread the bid and based the offer on replacing a shake roof. The remaining bids were
basically consistent with the engineers' estimate.
Chairman Addiego commented the lease with the historical society could be characterized
as a no-net lease.
Director VanDuyn advised that at the time of lease negotiations, the Agency agreed to set
aside an amount of filnding for certain improvements. Roof replacement was on the list.
Boardmember Matsumoto questioned whether Disadvantaged Business Enterprises
(`DBEs") were required to be noticed of the RFP for the roof.
Director VanDuyn explained notice to DBEs was built into the normal bid let process.
Boardmember Matsumoto requested that in the future DBE firms be identified in reports to
the Agency.
Boardmember Garbarino questioned whether RFPs were routinely posted. to the Builder's
Exchange.
Director VanDuyn confirmed they were.
Motion Boardmember Garbarino/Second- Boardmember Gonzalez: to approve
P~esolution No. 14-2010. AYES: Boardmember G~-barino, Gonzalez and Matsumoto and
Chairman Addiego. NOES: None. ABSTAIN: Vice Chairman Mullin. ABSENT: None.
**Vice Chairman 1~lullin returned to the Meeting Chamber.
ADJOURNMENT
Being no further business, Chairman Addiego adjourned the meeting at 6:38 p.m.
Submitted by:
_~
ist' rtin lh ar n, Clerk
City of outh Sa rancisco
Approved:
Mark N. Addiego, Chairman
City of South San Francisco
REGULAR REDEVELOPMENT AGENCY MEETING
MINUTES
AUGUST 11, 2010
PAGE 2
Listing of RDA Payments for Council Review
Ks
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I certify that the payments shown on this payment register are
accurate and sufficient funds were available for payment.*
DATED. t~ ~"-~O
ter- FINANCE DIRECTOR
*Nofe: Items below do not include payroll related payments
checks:
Date Amount
08/11/10
08/13/10
08/ 18/10
08/2G/10
08/25/10
08/27/10
09/01 /10
219.33
21,455.60
6, 648.81
75,984.09
5,605.29
5,885.44
7 ,525.02
RDA AGENDA ITEM # 2
Electronic Payments:
Date Amount To Description
09/01/10 3,086,966.61 Bank of New York Debt Service
Total Payments $ 3,210,290.19
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Redevelopment Agency
Staff Report
RDA A GENDA ITEM # 3
DATE: September 8.2010
TO: Redevelopment Agency Board
FROM: Marty Van Duyn, Assistant Executive Director
SUBJECT: A RESOLUTION AUTHORIZING PREPARATION OF PROPOSED
REDEVELOPMENT PLAN AMENDMENTS TO COMBINE DEBT LIMITS
FOR THE DOWNTOWN/CENTRAL ADDED AREA AND MERGED
PROJECT AREAS, REFINE METHODOLOGY USED TO CALCULATE
REVENUE INCLUDED IN TAX INCREMENT COLLEC"1-ION LIMIT, AND
EXTEND TIME LIMIT TO INCUR DEBT FOR DOWNTOWN/CENTRAL
ADDED AREA AND EL CAMINO CORRIDOR ADDED AREA
RECOMMENDATION
Resolution authorizing preparation of proposed Redevelopment Plan amendments to:
1) combine the debt limits for the Downtown/Central Added Area and the Merged Project
Areas; 2) refine the methodology used to calculate revenue included in tax increment
collection limit; and 3) extend the time limit to incur debt for Downtown/Central Added Area
and the EI Camino Added Area by ILO years.
BACKGROUND/DISCUSSION
To assist municipalities eliminate blight and stimulate development and reconstruction in
designated areas; the State of California has created a process that allows cities to adopt
redevelopment project areas. Through the adoption of redevelopment areas. municipalities are
able to undertake work to improve the commercial; industrial and residential base in a project
area. The City of South San Francisco has adopted six such redevelopment areas. These include
the original Gateway, Shearwater, Downtown/Central, and El Camino Corridor Areas and the
Downtown/Central Added Area and the E] Camino Corridor Added Area (see Exhibit Table 1).
In 2005, the City adopted Redevelopment Plan amendments that fiscally merged the six project
areas to provide the Redevelopment Agency with the flexibility to combine revenues and
accelerate improvements in the Project Areas. The 2005 Plan A~r~endments also combined the
limit on tax increment collection and the limit on the amount of outstanding indebtedness for the
Gateway, Shearwater; E1 Camino Corridor O~~iginul Area, El Camino Corridor Added Area and
Downtown/Central Original Area. The Downtown/Central Added Area (the Oyster Point Marina)
debt limit was not combined with the indebtedness limit of the other merged areas and was set at
$15 million.
Staff Report
Subject: Redevelopment Plan Amendment
Page 2
It is now evident that $l 5 million debt limit is not sufficient to carry out the public improvements
necessary for the proposed S/SKS project and the Redevelopment Agency's proposed activities
in the Oyster Point Marina. Furthermore, the time limits for incurring debt and the method by
which revenue is counted towards the $796 million tax increment limit for the merged project
areas will restrict the Redevelopment Agency's ability to carry out improvements in the project
areas.
Redevelopment Agency staff estimate that in the next ten years, the Redevelopment Agency will
need $225 million in non-housing funds to carry out redevelopment activities in the project areas.
These expenditures include:
• $55,000,000 in the Downtown/Central Added Area (Harbor District and Oyster Point)
• $75,000,000 in the Downtown/Central Original Area (Linden and Crrand Avenue
improvements and development projects)
• $85,000,000 in the El Camino ]Project Areas (new library, Grand Boulevard initiative,
public improvements and development in the PUC properties)
• $10,000,000 in the Gateway and Shearwater Project Areas (CalTrain and infrastructure
improvements)
Seifel Consulting estimates that without the proposed plan amendments, the Redevelopment
Agency will only have $134 million in non-housing tax increment available for these projects-a
shortfall of $95 million. The proposed amendments would potentially make an additional $101
million in non-housing revenue available to fund redevelopment activities.
With respect to housing, Seifel Consulting estimates the plan amendment will generate an
additional $37 million in housing funds. As the recent development experience at 636 El Camino
demonstrates, developing affordable housing will require increasingly higher contributions from
the Redevelopment Agency. At current rates, the $37 million will help generate an additional 250
to 300 affordable housing units for verb low-income residents. The infusion of these funds will
help the City meet its Regional Housing Needs Assessment (RHNA) housing production
requirement as mandated by the State of California.
As noted above, the proposed plan amendments would include: 1) combining the debt limits for
the Downtown/Central Added Area and the Merged Project Areas; 2) refining the methodology
used to calculate revenue included in the tax increment collection limit; and 3) extending the
time limit to incur debt by 10 years for the Downtown/Central Added Area and the El Camino
Added Area. The proposed amendments would:
Give the Redevelopment Agency greater bonding capacity. Without greater bonding
capacity, the Agency would have to save money for each project before initiating it, and it
will take longer to complete the Agency's proposed projects, thereby extending the time it
takes to improve the project areas.
Staff Report
Subject: Redevelopment Plan Amendment
Page 3
• Allow the Redevelopment Agency to fund all of the proposed ten year projects. Without
the increased funds the Agency will have to choose between competing projects and
project areas.
• Give the Redevelopment Agency the capacity to jointly fund key projects with other
taxing entities. It is the Agency's goal to carry out projects that benefit other taxing
entities as well as the project areas.
• Give the Redevelopment Agency the ability to provide upfront investment that will
stimulate new development by private entities. The Agency would either provide public
improvements that will facilitate private investment, or undertake projects that will serve
as catalysts for improving the project areas.
• Allow the Agency to produce an additional 250 to 300 affordable housing units.
Additional benefits and considerations related to the proposed Plan Amendments are listed in
Exhibit Table 2. The key steps in the Redevelopment Plan Amendment process are listed in
Exhibit Table 3.
CONCLUSION
It is recommended that the Redevelopment Agency adopt a resolution authorizing preparation of a
proposed Redevelopment Plan amendment to: 1) combine the debt limits for the
Downtown/Central Added Area and the Merged Project Areas; 2) refine the methodology used to
calculate revenue included in the tax increment collection limit; and 3) extend the time limit to
incur debt by 10 years for the Downtovvn/Central Added Area and the El Camino Added Area.
~~.L,~-- ~ ~---_
By~
Marty Van Duyn
Assistant Executive Director
Approved:
arry M. Nagel
Executive Director
Attachment: Resolution
Exhibit Table 1
Exhibit Table 2
Exhibit Table 3
BMN/MVD/NF/AFS
RESOLUTION NO.
REDEVF,LOPMEN~[' AGENCY, CITY OF SOUTH SAN FRANCISCO,
STATE OF CALIFORNIA
A RESOLUTION AUTHORIZING PREPARATION OF PROPOSED
REDEVELOPMENT PLAN AMENDMENTS TO COMBINE DEBT LIMITS FOR
THE DOWNTOWN/CENT'RAL ADDED AREA AND MERGED PROJECT
AREAS, REFINE METHC)DOLOGY USED TO CALCULATE REVENUE
INCLUDED IN TAX INCREN[ENT COLLECTION LIMIT, AND EXTEND TIME
LIMIT TO INCUR DEBT FC)R DOWNTOWN/CENTRAL ADDED AREA AND
EL CAMIIVO CORRIDOR ADDED AREA
WHEREAS, the Redevelopment Agency of the City of South San Francisco (the
"Agency") has responsibility for implementing the Redevelopment Plans (the "Plans")
for the Downtown/Central Redevelopment Project Area, the Downtown/Central Added
Area, the El Camino Corridor Redevelopment Project Area, the El Camino Added Area,
the Gateway Redevelopment Projject Area and the U.S. Steel/Shearwater Redevelopment
Project Area (collectively, the "Project Areas") pursuant to California Community
Redevelopment Law, Health and Safety Code Section 33000 et seq. (the "CRL");
WHEREAS, the Agency has engaged Seifel Consulting, Inc. (the "Consultant")
to undertake fiscal and blight analyses and prepare for Agency Board consideration
proposed amendments to the Plans that would: (i) combine the debt limits for the
Downtown/Central Added Area with the previously-merged debt limit for the other
Project Areas, (ii) refine the methodology used to calculate revenue included in the tax
increment collection limit for the Project Areas, and (iii) extend the time limit to incur
debt by ten (10) years for the Downtown/Central Added Area and the El Camino
Corridor Added Area, (collectivelly, the "Proposed Amendments"); and
WHEREAS, the Agency Board has considered the Staff Report accompanying
this Resolution, and based upon t11e information presented in the Staff Report and
accompanying information, has determined that it would be beneficial to commence
preparation of the Proposed Amendments and related analyses in order to more
effectively implement the Plans.
NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the
City of South San Francisco that Agency staff, counsel, and the Consultant are hereby
authorized and directed to conduct and undertake all necessary analyses and actions as
appropriate to prepare the Proposed Amendments for Agency Board consideration in
accordance with the provisions of'the CRL and the Consultant engagement.
1503579.2
I hereby certify that the foregoing Resolution was regularly introduced and
adopted by the Redevelopment Agency of the City of South San Francisco at a
meeting held on the day of , 2010 by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST:
Agency Secretary
1503579.2 2
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Table 2
Benefits attd Considerations of Proposed Plan Amendments
South San Francisco Redevelopment Agency
Amcndmenti __ ~ _ -
Combine outstanding Indebtedness Limits
(Downtown/Central Added Area and Other Merged
Project Areas)
Clarity Fiscal Limit for Tax Increment Collection
(All Project Areas Except Downtown/Central Added;
Downtown/Centra] Added is not subject to this limit)
IC.
Time Limit for Incurring Debt
~wn/Central Added and El Camino Added)
Kenefits Cnnsiderations
Combines existing $IS million bond debt limit -Requires documentation of remaining blight,
for Downtown/Central Added Area with primarily in Downtown/Central Added Area.
$233 million limit for rest of Merged Project -Allows streamlined amendment process
Area for a total limit of $248 million. [Report on the Plan Amendment only].
-Allows Agency to catalyze new development -CEQA process depends on extent of changes
at Oyster Point. to redevelopment program.
-Provides greater flexibility in deploying -No direct impact on local taxing entities.
Agency resources throughout the Merged -Does not require consultations with taxing
ect Areas.
Lances Agency bonding capacity and
ces issuance costs.
-Refines methodology for allocation of
revenues toward Tax Increment (TI) Collection
Limit to exclude Housing Set-Aside,
F'ass-through Payments, and Slate Take-aways
-Simplifies Agency accounting and long-range
planning.
-Provides additional TI revenues for Agency
projects and jointly sponsored projects with
taxing entities.
-Supports long-term increase in property tax
revenues for all local [axing entities through
investments in infrastructure and physical
development.
-Requires documentation of remaining blight
in other Project Areas.
-Must demonstrate nexus between need for
additional revenues and proposed blight-
eliminating projects and programs.
-Requires complex 12-month amendment
process [Preliminary Report and Report on the
Plan Amendment].
-CEQA process depends on extent of changes
to redevelopment program.
-Potential fiscal impacts on local taxing
entities for 5-10 years. Impacts will only be
realized in future years after collection limit
would otherwise have been reached.
-Requires consultation with taxing entities.
-Extends Agency's ability to incur debt and
enter into binding financial agreements for 10
This is only way this limit can be extended for
hese Project Areas (this limit has been repealer
br all other Project Areas).
Enhances Agency's long-term flexibility to
ssue bonds and enter into DDAs and other
agreements to support improvement of the
'roject Areas.
-Same considerations as described above in B.
-Must demonstrate nexus between need for
additional time to incur debt and proposed
blight-eliminating projects and programs.
-No direct fiscal impact on local taxing entities
because this change does not affect the time
limit for TI collection.
Source: Meyers Nave Riback Silver & Wilson and Seifel Consulting Inc.
South San Francisco Redevelopment Agency Seifel Consulting Inc.
Redevelopment Plan Amendment Strategy September 2010
Table
Proposed Plan Amendment Schedule
Month
Key Steps 1 2 3 4 5 6 7 8 9 10 11 12
Agency Authorization
Community Outreach
Taxing Entity Consultations
Prepare Amended Plan
Preliminary Report
Report to State Agencies
Report on the Plan Amendment
Environmental Documentation
Joint Public Hearing
°~'~ s ~ Redevelopr~-zent Agency
0
~.
Staff Report
c'~LIFOR~~A
RDA AGENDA ITEM # 4
DATE: September 8, 2010
TO: Redevelopment Agency Board
FROM: Marty Van Duyn, Assistant Executive Director
SUBJECT: A RESOLUTION AUTHORIZING THE EXECUTIVE DIRECTOR TO
EXECUTE AN AGREEMENT FOR CONSULTING SERVICES WITH
SEIFEL CONSULTING IN AN AMOUNT NOT TO EXCEED $297,800 FOR
THE PREPARATION OF PROPOSED REDEVELOPMENT PLAN
AMENDMENTS
RECOMMENDATION
Resolution authorizing the Executive Director to execute an Agreement with Seifel
Consulting in an amount not to exceed $297,800 for the preparation of a proposed
Redevelopment Plan amendments to: 1) combine the debt limits for the Downtown/Central
Added Area and the Merged Project Areas;. 2) refine the methodology used to calculate
revenue included in tax increment collection limit; and 3) extend the time limit to incur debt
for Downtown/Central Added Area and the El Camino Added Area by 10 years.
BACKGROUND/DISCUSSION
The City of South San Francisco has adopted six redevelopment project areas to improve the
commercial, industrial and residential base in those areas. The six areas include the original
Gateway; Shearwater, Downtown/Central, and El Camino Corridor Areas and the
Downtown/Central Added Area and E] Camino Con-idor Added Area.
In 2005, the City adopted redevelopment plan amendments that fiscally merged its six project
areas to provide the Redevelopment Agency with the flexibility to combine revenues and
accelerate improvements in the Project Areas. The City has used this flexibility to eliminate
blight and stimulate development and rf:construction in the project areas. To continue making
such improvements, redevelopment agency staff estimate that the Agency will need $225 million
in non-housing funds in the next ten years.
It is now evident that debt limit in the Downtown/Central Added area is not sufficient to carry
out the public improvements necessary for the proposed S/SKS project and the Redevelopment
Agency's proposed activities in the Oyster Point Marina. It is also evident that the time limits for
incurring debt and the method by which revenue is counted towards the $796 million tax
increment limit for the merged project areas will restrict the Redevelopment Agency's ability to
can-y out the improvements in the project areas. Therefore, staff is recommending that the Board
Staff Report
Subject: Agreement with Seifel Consulting for Redevelopment Plan Amendment
Page 2
authorize the preparation of a proposed Redevelopment Plan amendments to: 1) combine the
debt limits for the Downtown/Central Added Area and the Merged Project Areas; 2) refine the
methodology used to calculate revenue included in tax increment collection limit; and 3) extend
the time limit to incur debt for Downto~m/Central Added Area and the E] Camino Added Area
by 10 years.
To carry out the plan amendments, redevelopment staff is recommending that the Board authorize
the Executive Director to execute an Agreement with Seifel Consulting. Seifel Consulting
successfully facilitated the 2005 Fiscal Merger and Plan Amendments and prepared the
Implementation Plan adopted in July 20x0. Staff believes their experience and knowledge gives
them an advantage over other consulting, firms, enabling an expeditious and cost effective process
for the proposed plan amendments. Seifel Consulting was asked to provide a scope of work and
budget for the plan amendments because; of their familiarity with the Agency s Project Areas, tax
increment and pass through agreements with taxing entities. Seifel Consulting will leverage this
work in order to review the Agency's financial resources and needs required for the proposed
plan amendments.
FUNDING
Funding for this project is available in tl^-e current Agency budget.
CONCLUSION
It is recommended that the Redevelopment Agency adopt a resolution authorizing the Executive
Director to execute an Agreement with >eifel Consulting in an amount not to exceed $297,800 for
the preparation of a proposed Redevelopment Plan amendments to: l) combine the debt limits for
the Downtown/Central Added Area and the Merged Project Areas; 2) refine the methodology used
to calculate revenue included in tax increment collection limit; and 3) extend the time limit to incur
debt for Downtown/Central Added Area. and the E1 Camino Added Area by 10 years.
By: ~%~
Marty Va
Assistant
n Duyn anv M. Nagel
Attachment: Resolution
~ ~ h
~`~- .pproved:
Executive Director Executive Director
Consulting Services Agreement with Seifel Consulting, Inc.
BMN/MVD/NF
RESOLUTION NO.
REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO.
STATE OF CALIFORNIA
A RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT FOR
CONSULTING SERVICES WITH SEIFEL CONSULTING, INC. IN AN AMOUNT NOT
TO EXCEED $297,800 FOR THE ]PREPARATION OF PROPOSED REDEVELOPMENT
PLAN AMENDMENTS
WHEREAS, the Redevelopment Agency of the City of South San Francisco (the
"Agency") has responsibility for implementing the Redevelopment Plans (the "Redevelopment
Plans") for the Downtow~~/Central Redevelopment Project Area. the Downtow»/Central Added
Area; the E1 Camino Con-idor Redevelopment Project Area. the E1 Camino Added Area. the
Gateway Redevelopment Project Area and the U-S. Steel/Shearwater Redevelopment Project
Area (collectively, the "Project Areas") pursuant to California Community Redevelopment
Law; Health and Safety Code Section 33000 e~ seq. (the "CRL");
WHEREAS. the Agency Board has considered the staff report accompanying this
Resolution (the "Staff Report"); has determined that it would be beneficial to commence
preparation of proposed amend~~~ents pro the Redevelopment Plans as more particularly described
in tl~e Staff Report (the "Proposed Amendments"); and has determined that it would be
beneficial to engage Seifel Consulting; Inc. (the "Consn>`tant") to undertake fiscal and blight
analyses and related work in connecticm with the preparation of the Proposed Amendments for
Agency Board consideration.
NOW; THEREFORE, BE IT F;ESOLVED by the Redevelopment Agency of the City of
South San Francisco that the Executive Director of the Agency is authorized to execute a
consulting services agreement with Seifel Consulting, Inc. in an amount not to exceed Two
Hundred Ninety Seven Thousands and', Eight Hundred Dollars ($297,800).
I hereby certify that the foregoing Resolution was regularly introduced and adopted by
the Redevelopment Agency of the City of South San Francisco at a meeting
held on the da_y of . . 2010 by the following vote:
AYES:
NOES:
ABSTAIN:
1507220.1
P.1
ABSENT:
ATTEST:
Agency Secretary
1507220.1 P_ 2
P. 3
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (this "Agreement") is made by and between the
Redevelopment Agency of the City of South San Francisco, a public agency ("Agency") and Seifel
Consulting, a California Corporation ("Con:sultant") effective as of September 8, 2010 ("Effective Date").
Agency and Consultant are collectively referred to herein as the "Parties".
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide fo Agency the services described in the Scope of Work attached hereto as Exhibit A (the
"Scope of Work"), at the time and place ar~d in the manner specified therein. In the event of a conflict in or
inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall
end according to the schedule specified in Exhibit A. Consultant shall complete the Scope
of Work as specified in E;thibit A according to said schedule, unless this Agreement is
extended or terminated pursuant to 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 manner that conforms with 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 Agency, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall reassign such person or persons immediately upon receiving notice from
Agency.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Section 1.2 above and to satisfy Consultant's obligations hereunder.
Section 2. COMPENSATION. Agency hereby agrees to pay Consultant an aggregate sum not to
exceed Two Hundred Ninety-Seven Thousand Eight Hundred Dollars ($297,800) on a time and materials
basis for services to be performed and reimbursable costs incurred pursuant to this Agreement. In the
event of a conflict between Phis Agreement and Consultant's proposal, attached as Exhibit A, regarding the
amount of compensation, the Agreement shall prevail. Agency shall pay Consultant for services rendered
pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below
shall be the only payments from Agency to Consultant for services rendered pursuant to this Agreement.
Consultant shall submit all invoices to Agency in the manner specified herein. Except as specifically
authorized by Agency, Consultant shall not bill Agency for duplicate services performed by more than one
person.
Consulting Services Agreement between
Redevelopment Agency of the City of South San Francisco
and Seifel Consulting, Inc. Page 1 of 15
P. 4
2.1 Invoices. Consultant shall submit invoices, not more often than once per month during
the term of this Agreement, based on the cost for services performed and reimbursable
costs incurred prior to the invoice date. Invoices shall contain the following information:
• Serial identifications of progress bills; e.g., "Progress Bill No. 1" for the first
invoice, etc.;
• The beginning and ending dates of the billing period;
• A Task Summary containing the original contract amount, the amount of prior
billings, the total due this period, the balance available under the Agreement, and
the percentage of completion;
• At Agency's option, for each work item in each Task, a copy of the applicable time
entries or time sheets shall be submitted showing the name of the person doing
the work, the hours spent by each person, a brief description of the work, and
each reimbursable expense;
® The total number of hours of work performed under the Agreement by Consultant
and each employee, agent, and subcontractor of Consultant performing services
hereunder, as well as a separate notice when the total number of hours of work by
Consultant and any individual employee, agent, or subcontractor of Consultant
reaches or exceeds 800 hours, which shall include an estimate of the time
necessary to complete the Scope of Work;
® Copies of invoices and evidence of payment for reimbursable expenses; and
• The Consultant's signature.
2.~ Monthly Payment. Subjject to Section 2.3, Agency shall make monthly payments, based
on invoices received, for services satisfactorily performed, and for authorized reimbursable
costs incurred. Agency shall have 30 days from the receipt of an invoice that complies
with all of the requirements above to pay Consultant.
2.3 Fina! Payment. Agency shall pay the last 10% of the total sum due pursuant fo this
Agreement within sixty (60) days after completion of the Scope of Work and submittal to
Agency of a final invoice, if all services required have been satisfactorily performed.
2.4 Total Payment. Agency shall pay for the services to be rendered by Consultant pursuant
to this Agreement. Agency shall not pay any additional sum for any expense or cost
whatsoever incurred by Consultant in rendering services pursuant to this Agreement.
Agency shall make no payment for any extra, further, or additional service pursuant to this
Agreement.
In no event shall Consult<~nt 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 rnodified prior to the submission of such an invoice by a properly
executed change order or amendment.
consulting Services Agreement between
Redevelopment Agency of the City of South San Francisco
and Seifel Consulting, Inc.
Page 2 of 15
P. 5
2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown in Exhibit A.
2.6 Reimbursable Expenses, Reimbursable expenses are specified in Exhibit A. Expenses
not listed in Exhibit A are not chargeable to Agency. Reimbursable expenses are included
in the total amount of compensation specified in Section 2.
2.1 Payment of Taxes. Consultant is solely responsible for the payment of payroll taxes and
employee benefits, and Agency shall have no responsibility therefor.
2.8 Payment upon Terminai;ion. In the event that the Agency terminates this Agreement
pursuant to Section 8, the Agency shall compensate the Consultant for reimbursable
expenses incurred and for work satisfactorily completed as of the date of written notice of
termination. Consultant shall maintain adequate logs and timesheets in order to verify
costs incurred to that date,.
2.9 Authorization to Perfornn Services. The Consultant is not authorized to perform any
services or incur any costs whatsoever pursuant to this Agreement prior to receipt of
authorization from the Contract Administrator (defined in Section 10.9).
Section 3. FACILITIES AND EQUIPIMENT. Except as set forth herein, Consultant shall, at its sole
cost and expense, provide all facilities ar~d equipment that may be necessary to perform the Scope of
Work. Agency shall make available to Consultant only the facilities and equipment listed in this Section,
and only under the terms and conditions set forth herein.
Agency shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be
reasonably necessary for Consultant's use while consulting with Agency employees and reviewing records
and the information in possession of the Agency. The location, quantity, and time of furnishing those
facilities shall be in the sole discretion of Agency. In no event shall Agency 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 REQUIRE~IIENTS. Before beginning any work under this Agreement,
Consultant, at its sole cost and expense unless otherwise specified below, shall procure the types and
amounts of insurance listed below providing coverage for claims for injuries to persons or damages to
property that may arise from or in connection with the performance of the Scope of Work by Consultant and
its agents, representatives, employees, aril subcontractors. Prior to the Effective Date, Consultant shall
provide Certificates of Insurance, indicating that Consultant currently maintains insurance that meets the
requirements of this Section under forms of insurance satisfactory, in all respects, to the Agency.
Consultant shall maintain the insurance policies required by this Section throughout the term of this
Agreement. Consultant shall not allow any subcontractor to commence work on any subcontract related to
performance of the Scope of Work until Consultant or such subcontractor has obtained all insurance
required herein for such subcontractor(s) and provided evidence thereof to Agency.
Consulting Services Agreement between
Redevelopment Agency of the City of South San Francisco
and Seifel Consulting, Inc.
Page 3 of 15
P. 6
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 ($1,000,000.00) per accident. In the alternative,
Consultant may rely on aself-insurance program to meet those requirements, but only if
fhe program of self-insurance complies fully with the provisions of the California Labor
Code. Determination of whether aself-insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if
insurance is provided, or the Consultant, if a program of self-insurance is provided, shall
waive all rights of subrogation against the Agency 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 sole cost and expense, shall maintain
commercial general and automobile liability insurance throughout 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 both the commercial general
liability insurance and the automobile liability insurance, if 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. Commercial general liability and automobile
liability coverage shall include but shall not be limited to, protection against claims
arising from bodily and personal injury, including death resulting therefrom, and
damage to property, including the use of owned and non-owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general liability 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 Elroad Form Comprehensive General Liability. Automobile
coverage shall be at least as broad as Insurance Services Office Automobile
Liability form CA 0001 (ed. 12190) 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:
The insurance shall provide coverage on an occurrence basis, and not on
a claims-made basis.
Any failure of Consultant to comply with reporting provisions of the policy
shall not affect coverage provided to Agency and the additional insureds.
Consulting Services Agreement between
Redevelopment Agency of the City of South San Francisco
and Seifel Consulting, Inc. Page 4 of 15
P. 7
4.3 Professional Liability Insurance.
4.3.1 General requirements. Consultant, at its sole cost and expense, shall maintain
throughout the term of 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
$150,000 per claim.
4.3.2 Claims-made limiitations. 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
Effective Date of this Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Scope of 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 years after completion of the Scope of Work. The
Agency shall have the right to exercise, at the Consultant's sole cost and
expense, any extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to the
Agency prior to the commencement of any work under this Agreement.
4.4 Requirements for All Poliicies.
4.4.1 Acceptability of insurers. All insurance required by this Agreement shall be
placed with insurers admitted in California and with an A.M. Bests' rating of no less
than A:VII.
4.4.2 Verification of ciavera e. Prior to beginning any work under this Agreement,
Consultant shall lfurnish Agency with complete certified copies of all policies,
including completE~ certified copies of all endorsements. All copies of policies and
certified endorsements shall show the signature of a person authorized by that
insurer to bind coverage on its behalf.
Consulting Services Agreement between
Redevelopment Agency of the City of South San Francisco
and Seifel Consulting, Inc.
Page 5 of 15
P. 8
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 riot 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 Agency. 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 Agency at
Consultant's earliest possible opportunity and in no case later than ten (10)
business days alter Consultant is notified of the change in coverage.
4.4.4 Additional Insured; Primary Insurance; Waiver of Subrogation Commercial
general liability and automobile liability policies shall name Agency, the City of
South San Francisco, and (heir respective officers, officials, employees, agents,
and volunteers as additional insureds.
A certified endorsement must be attached to all policies stating that coverage is
primary insurance with respect to the Agency and its officers, officials, employees
and volunteers, and that any insurance or self-insurance maintained by the
Agency or by thE= City of South San Francisco shall be excess and shall not be
called upon to contribute to a loss under the coverage.
Worker's Compensation, general liability and automobile liability policies shall
include a waiver of subrogation for the benefit of the Agency and the City of South
San Francisco.
4.4.5 Deductibles arni Self-Insured Retentions. Consultant shall disclose to and
obtain the approval of Agency for self-insured retentions and deductibles before
beginning perfornnance of the Scope of Work.
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 Agency, ifs 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 ifs
policies or shall Burnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
Consulting Services Agreement between
Redevelopment Agency of the City of Sough San Francisco
and Seifel Consulting, Inc.
Page 6 of 15
P. 9
4.4.7 Variation. The Agency 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 Agency's
interests are otheirwise fully protected.
4.5 Remedies. In addition to any other remedies Agency may have if Consultant fails to
provide or maintain any insurance policies or policy endorsements to the extent and within
the time herein required, Agency may, at its sole option exercise any of the following
remedies, which are alternatives to other remedies Agency may have and are not the
exclusive remedy for Consultant's breach:
^ Obtain such insurance and deduct and retain the amount of the premiums for such
insurance from any sums due under this Agreement;
• Order Consultant to stop work under this Agreement or withhold any payment that
becomes due to Consultant hereunder, or both slop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and/or
• Terminate this Agreerent.
Section 5. INDEMNIFICATION AND' CONSULTANT'S RESPONSIBILITIES. To the fullest extent
permitted by law, Consultant shall indemnify, defend (with counsel selected by the Agency), and hold
harmless the Agency, the City of South San Francisco, and their respective officials, officers, employees,
agents, and volunteers from and against: any and all losses, liability, claims, suits, actions, judgments,
costs, expenses (including without limitation attorneys' fees), damages, and causes of action (all of the
foregoing, collectively "Claims") directly or indirectly, in whole or in part, to the extent that the foregoing
results from the actions of the Consultant, arising out of or in connection with the performance of the Scope
of Work or the failure of Consultant or its Employees, subcontractors, or agents to comply with the terms of
this Agreement, including without limitation, Claims relating to bodily injury, loss of life, and/or property
damage. The foregoing obligation of Consultant shall not apply when (1) the Claim arises wholly from the
gross negligence or willful misconduct of the Agency or its officers, employees, agents, or volunteers and
(2) the actions of Consultant or its employees, subcontractors, or agents have contributed in no part to the
Claim. 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 Agency 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 all Claims 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.
Consulting Services Agreement between
Redevelopment Agency of the City of South San Francisco
and Seifel Consulting, Inc.
Page 7 of 15
P.10
Section 6. STATUS OF CONSULI~~ANT.
6.1 Independent Contractor; Indemnity. At all times during the term of this Agreement,
Consultant shall be an independent contractor and shall not be an employee of Agency.
Agency shall have the night to control Consultant only insofar as the results of Consultant's
services rendered pursuant to this Agreement and assignment of personnel pursuant to
Subsection 1.3; Agency shall not otherwise have the right to control the means by which
Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding
any other Agency, state, or federal policy, rule, regulation, law, or ordinance to the
contrary, neither Consultant nor its employees, agents, and subcontractors providing
services under Phis Agreement shall qualify for or become entitled to, and hereby agree fo
waive any and all claims to, any compensation, benefit, or any incident of employment by
Agency, including but not limited to eligibility to enroll in the California Public Employees
Retirement System (PERS) as an employee of Agency and entitlement to any contribution
fo be paid by Agency for employer contributions and/or employee contributions for PERS
benefits.
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 Agency, Consultant shall indemnify, defend, and hold
harmless Agency 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 Agency.
&.~ Consultant No Agent. Except as Agency may specify in writing, Consultant shall have no
authority, express or implied, to act on behalf of Agency in any capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, pursuant to this Agreement
to bind Agency to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. This Agreement shall be interpreted and enforced in accordance with
the laws of the State of California without regard to principles of conflicts of laws.
7.2 Compliance with Applicable Laws. Consultant, its employees and agents, and all
subcontractors shall comply with all laws applicable to the performance of the Scope of
Work.
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 Agency is bound by the
terms of such fiscal assis~iance program.
Consulting Services Agreement between
Redevelopment Agency of the City of South San Francisco
and Seifel Consulting, Inc. Page 8 of 15
P.11
7.4 Licenses and Permits. Consultant represents and warrants to Agency that Consultant
and its employees, agents, and any subcontractors have all licenses, permits,
qualifications, and approvals of what-so-ever nature that are legally required to practice
their respective professions. Consultant covenants that Consultant and ifs employees,
agents, and all subcontractors shall, at their sole cost and expense, keep in effect at all
times during the term of lihis Agreement all licenses, permits, and approvals that are legally
required to practice their respective professions and perform the Scope of Work. In
addition to the foregoing, Consultant and all subcontractors shall obtain and maintain
during the term of this Agreement valid City of South San Francisco Business Licenses.
7.5 Nondiscrimination and Equal Opportunity Consultant shall not discriminate, on the
basis of a person's race, religion, color, national origin, age, physical or mental handicap or
disability, medical condition, marital status, sex, or sexual orientation, against any
employee, applicant for employment, subcontractor, bidder for a subcontract, or participant
in, recipient of, or applicant for any services or programs provided by Consultant under this
Agreement. Consultant shall comply with all applicable federal, state, and local laws,
policies, rules, and requirements related to equal opportunity and nondiscrimination in
employment, contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive obligations required
of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. Agency may cancel this Agreement at any time and without cause upon
written notification to Consultant.
In the event of termination, Consultant shall be entitled to compensation for services
satisfactorily performed to the effective date of termination; Agency, however, may
condition payment of such compensation upon Consultant delivering to Agency any or all
documents, photographs, computer software, video and audio tapes, and other materials
provided to Consultant or prepared by or for Consultant or the Agency in connection with
this Agreement.
8.2 Extension. Agency 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. Consultant understands and agrees that, if Agency
grants such an extension, Agency shall have no obligation to provide Consultant with
compensation beyond the maximum amount provided for in Phis Agreement. Similarly,
unless authorized by the Contract Administrator or by amendment to this Agreement,
Agency shall have no obligation to reimburse Consultant for any otherwise reimbursable
expenses incurred during the extension period.
Consulting Services Agreement between
Redevelopment Agency of the City of South San Francisco
and Seifel Consulting, Inc. Page 9 of 15
P.12
8.3 Amendments. This AgrE~ement may be amended only by a written instrument signed by
all Parties.
8.4 Assignment and Subcontracting. Agency 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 Agency for entering into this
Agreement was and is the professional reputation and competence of Consultant.
Consultant may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Consultant shall not subcontract any portion of the
Scope of Work, other than. to the subcontractors identified in Exhibit A, without prior written
approval of the Contract Administrator.
8.5 Survival. Sections 4.3 (Professional Liability Insurance), 5 (Indemnification), 6.1
(Independent Contractor), 9.3 (Inspection and Audit), 8.1 (Termination), and 9.4 (Records)
shall survive the expiration or earlier termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms
of this Agreement, Agency may exercise any of the following remedies, each of which shall
be cumulative and not exclusive:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different: consultant io complete the Scope of Work not finished by
Consultant;
8.6.4 Charge Consultant the difference between the cost to complete the Scope of Work
that is unfinished at the time of breach and the amount that Agency would have
paid Consultant pursuant t0 Section 2 if Consultant had completed the work; or
8.6.5 Pursue any other remedy available under law or in equity.
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 Agency. Consultant hereby agrees to
deliver those documents to the Agency upon termination of the Agreement. It is
Consulting Services Agreement between
Redevelopment Agency of the City of South San Francisco
and Seifel Consulting, Inc. Page 10 of 15
P.13
understood and agreed tlhat the documents and other materials, including but not limited to
those described above, prepared pursuant to this Agreement are prepared specifically for
the Agency and are not necessarily suitable for any future or other use. Agency and
Consultant agree that, until final approval by Agency, all data, plans, specifications, reports
and other documents arE~ confidential and will not be released to third parties beyond the
consultants working on the project team without prior written consent of both parties unless
required by law.
9.2 Consultant's Books anti 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 Agency 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.
9.3 Inspection and Audit oi' 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 Agency. 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 Agency or as part of any audit of the Agency, for a period of three
(3) years after final payment under the Agreement.
9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals. All
responses to a Request for Proposals (RFP) or invitation to bid issued by the Agency
become the exclusive property of the Agency. Ai such time as the Agency 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 "Business Secret" or Trade Secret." Any proposal that
contains language purporting to render all or significant portions of the proposal
"Confidential," "Trade Secret," or "Proprietary," shall be regarded as non-responsive.
The Agency 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 Agency 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 fakes 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 Agency, its agents and employees, from any judgment, fines,
penalties, and award of attorneys fees awarded against the Agency in favor of the party
~onsu~ting Services Agreement between
Redevelopment Agency of the City of South San Francisco
and Seifel Consulting, Inc. Page 11 of 15
P.14
requesting the information, and any and all costs connected with that defense. This
obligation to indemnify survives the Agency's award of the contract. In submitting a
proposal, Consultant agrees that this indemnification survives as long as the trade secret
information is in the Agency'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 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 Phis 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 Perm or any other term
of this Agreement.
10.5 Successors and Assign;. The provisions of this Agreement shall inure fo 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 Phan virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within
the corporate limits of Agency 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 of seq.
Consultant shall not employ any Agency official in the work performed pursuant to this
Agreement. No officer or employee of Agency shall have any financial interest in this
Agreement that would violate California Government Code Sections 1090 et seq.
Consulting Services Agreement between
Redevelopment Agency of the City of South San Francisco
and Seifel Consulting, Inc. Page 12 of 15
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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 Agency. If Consultant was an
employee, agent, appointee, or official of the Agency in the previous twelve months,
Consultant warrants that it did not participate in any manner in the forming of this
Agreement. Consultant understands that, if this Agreement is made in violation of
Government Code §1090 et.seq., the entire Agreement is void and 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 Agency 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 Norma Fragoso
("Contract Administrator"). All correspondence shall be directed to or through the
Contract Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Elizabeth Seifel, President
Seifel Consulting, Inc.
221 Main Street, Suite 420
San Francisco, CA 94105
Any written notice to Agency shall be sent to:
Norma Fragoso, Redevelopment Manager
Redevelopment Agency of the City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
10.11 Rrofessional 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/cfesign 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.
Consulting Services Agreement between
Redevelopment Agency of the City of South San Francisco
and Seifel Consulting, Inc. Page 13 of 15
P.16
10.12 Integration. This Agreement, including Exhibit A attached hereto and incorporated herein
by reference, represents the entire and integrated agreement between Agency and
Consultant with respect to the subject matter hereof and supersedes all prior negotiations,
representations, or agreements, either written or oral with respect thereto. In the event of
any inconsistency between the text of this Agreement and the exhibits attached hereto, the
text of this Agreement shall prevail.
10.13 No Third Party Beneficiairies. This Agreement is not intended fo benefit, and shall not run
to the benefit of or be enforceable by, any other person or entity other than the Parties and
their permitted successors and assigns.
10.14 Headings; Interpretation. The captions of the sections and articles of this Agreement are
for convenience only and are not intended to affect the interpretation or construction of the
provisions hereof. This Agreement is the result of negotiation between the Parties, and
shall be construed as to its fair meaning and not for or against any Party based upon any
attribution of such Party as the sole source of the language in question.
10.15 Counterparts. This AgreE~ment may be executed in multiple counterparts, each of which
shall be an original and all of which together shall constitute one agreement.
Signatures on Following Page
Consulting Services Agreement between
Redevelopment Agency of the City of South San Francisco
and Seifel Consulting, Inc.
Page 14 of 15
P.17
The Parties have executed this Agreement as of the Effective Date.
AGENCY:
REDEVELOPMENT AGENCY OF THE
CITY OF SOUTH SAN FRANCISCO
CONSULTANT:
Seifel Consulting, Inc.
a California corporation
Barry M. Nagel, Executive Director
Attest:
Agency Secretary
Approved as to Form:
Agency Counsel
1289907
By: _
Print Name: Elizabeth Seifel
Title: President
Consulting Services Agreement between
Redevelopment Agency of the City of South San Francisco
and Seifel Consulting, Inc.
Page 15 of 15
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P. 2 0
EXHIBIT A
SCOPE OF WORK
Redevelopment Plan Amendments
Prepared for:
South San Francisco
Redevelopment Agency
September 201 ~
ei e
CONSULTING INC.
221 Main Street
Suite 420
San Francisco CA
941D5
415.618.0700
laz 415.618.O7D7
www.seitel.com
P.21
i. Project Understanding and Approach
A. Objectives for the Redevelopment Plan Amendments
The South San Francisco Redevelopment Agency (Agency) is proposing to amend the fiscally
merged Downtown/Central, El Camino Corridor, Shearwater, and Gateway Redevelopment Plans
by the following amendments (collectively, the Redevelopment Plan Amendments):
• Combine the Outstanding Indebtedness Limits for the Downtown/Central Added Area with
the rest of the Merged Project Areas.
• Refine the methodology used to calculate revenue included in the Fiscal Limit for Tax
Increment Collection for the P/lerged Project Areas, excluding the Downtown/Central Added
Area, which is not subject to :;uch limit.
• Extend for ten years the Time Limit for Incurring Debt for the Downtown/Central Added
Area and the El Camino Corriidor Added Area.
• Consolidate the Agency's four constituent redevelopment plans into an amended and restated
Merged Redevelopment Plan.
• Update the Agency's program of projects and activities that inay be undertaken in the Merged
Project Areas.
The Agency's four fiscally Mergf;d Project Areas (and two Added Areas) are approaching key
time and fiscal limits. Amending these limits would enhance the Agency's ability to alleviate
adverse physical and economic conditions in the Merged Project Areas.
The Outstanding Indebtedness Limit for the Downtown/Central Added Area financially limits the
Agency's ability to undertake a number of proposed development projects that would improve the
physical, environmental and economic conditions in the vicinity of Oyster Point. Redevelopment
activities in Oyster Point could lead to long term increases in assessed value, generating long term
property tax revenues for the Agf:ncy, the City and local taxing entities. Combining the
Outstanding Indebtedness Limit 1For the Downtown/Central Added Area with that of the other
Merged Project Areas would allow the Agency to undertake these projects, and would enhance
the Agency's bonding capacity and reduce its costs of bond issuance.
The Merged Project Areas (excluding Downtown/Central Added Area) are subject to a Fiscal
Limit for Tax Increment Collection that is calculated differently in each Project Area.
Additionally, higher than expected historical growth in assessed value will result in the Agency
reaching this limit sooner than expected. The Agency is planning a comprehensive set of projects
and programs over the next 10 y~°ars that are aimed at eliminating blighting conditions throughout
the Merged Project Areas, but projected tax increment revenues prior to reaching the Fiscal Limit
on Tax Increment Collection are insufficient to fund the Agency's proposed projects and
programs. Refining the calculation of revenue toward the Fiscal Limit on Tax Increment
Collection to exclude pass through payments, housing set-aside funds, and state take-aways
(ERAF/SERAF) will both simplify Agency accounting procedures and allow the Agency an
estimated five to seven years of additional tax increment collection. These additional revenue
years will provide the necessary financial capacity for the Agency to undertake its
proposed projects.
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The Agency has already repealed the Tiine Limit for Incurring Debt in its four original Project
Areas. This limit cannot be repealed in the El Camino Corridor Added Area and
Downtown/Central Added Area because these areas were added after 1994. However, the Time
Limit for Incurring Debt may be extended by ten years for post-1994 Project Areas. Extending
this limit for the EI Camino Corridor Added Area and the Downtown/Centra] Added Area will
provide the Agency with more time to issue bonds, as well as to enter into disposition and
development agreements and other financially binding arrangements that contribute to
community revitalization.
Four different Redevelopment Plans, each of which has been amended previously, currently
govern the Agency's actions in tl~e Merged Project Areas. In pursuing the proposed
Redevelopment Plan Amendments, the Agency has the opportunity to amend, restate and
consolidate the current constituent redevelopment plans into the form of a single "Consolidated
Redevelopment Plan for the South San Francisco Merged Project Areas." This merged
redevelopment plan (Amended Merged Plan) would incorporate all applicable provisions from
each of the current constituent redevelopment plans, and provide the Agency with a single,
comprehensive governing document.
The Agency is currently considering an expanded program of projects and activities, including
proposed development projects at Oyster Point and elsewhere in the Merged Project Areas.
Accordingly, the Redevelopment Program component of the Agency's redevelopment plans
should be revised to update the list of projects, programs and activities that may be undertaken by
the Agency in the Merged Project Areas.
Collectively, these Redevelopment Plan ,Smendments help to reposition the Agency to
meaningfully invest in the long t~°rm physical and economic future of its Merged Project Areas at
a time when the economic environment is severely inhibiting capital investment from bath the
private and public sector. These amendments will also help to provide the Agency with sufficient
resources and flexibility to alleviate remaining blight and respond to emergent opportunities far
revitalization throughout the life of the Merged Project Areas.
B. Overview of the Plan Amendment Pr®cess
The preparation of a redevelopment plan amendment involves a complex, statutorily-mandated
process designed to provide the legislative body with the analysis and input needed to determine
the purpose, scope and content of the proposed redevelopment plan amendments and, ultimately,
to decide whether to amend the redevelopment plan.
Seifel Consulting Inc. (Seifel) will continue to serve as redevelopment consultant to the City of
South San Francisco (City) and tlhe Agency, building on the firm's prior work for the City and
Agency. Seifel is an experienced firm that has provided services for numerous cities, towns and
counties seeking the expertise and experience to navigate the redevelopment process in
California. Seifel has guided more than 100 redevelopment plan adoptions, major amendments
and fiscal mergers over the past 10 years.
As the redevelopment consultant., Seifel will work with staff to provide redevelopment plan
amendment services to the Agency for the preparation and adoption of the Redevelopment Plan
Amendments. The amendment process will focus on documenting remaining blight in the Merged
Project Areas, preparing the Preliminary Report and Report to the Council (to include an updated
South San Francisco Redevelopment Agency
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Seifel Consulting Inc.
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Implementation Plan), assisting with developing the amended Redevelopment Program,
conducting the financial feasibililty analysis, and consulting with affected taxing entities. Seifel,
under staff supervision, will manage the completion of the steps in the adoption process for the
Redevelopment Plan Amendments, except for the preparation of any environmental
documentation that might be required.
The plan amendment process and analysis encompass a broad range of policy and legal matters
with input provided by a wide variety of participants. The process involves numerous steps
required by the CRL, such as notification of plan amendment preparation, taxing entity
consultation, envirorunental revii°w, and citizen participation. The process culminates with a
public hearing on the redevelopment plan amendments. Seifel will provide the redevelopment
consulting services necessary to ensure the adequate and timely completion of the process.
This scope of services is designed to facilitate the plan amendment process in accordance with the
provisions of the CRL. If any steps in the plan amendment formulation, review, and/or
amendment process were to be overlooked, or not completed in compliance with applicable state
law,, the plan amendments could be susceptible to legal challenge. Since such an oversight could
delay implementation of the redevelopment plan amendments, it is essential that Seifel coordinate
the plan amendment process with Agency staff and legal counsel. This proposal assumes that the
Agency will continue to retain Meyers Nave Riback Silver & Wilson (Meyers Nave), a law firm
experienced with redevelopment plan amendments, which will provide counsel throughout the
plan amendment process.
C. Work Program
The following tasks are based on our understanding of the redevelopment consultant's role. This
proposal assumes that the Agency handles the administrative plan amendment processes such as
meeting notices, staff reports, and preparation of public hearings and meetings, including the
mailing of notices. It also assumes that Meyers Nave prepares the Redevelopment Plan
Amendments in the form of the ?,mended Merged Plan, the legal schedule, all required legal
documents, and the legal notices and resolutions as required by the Agency. We understand that a
separate consultant under direct contract with the Agency will prepare the envirommental
documentation under the California Environmental Quality Act (CEQA)-
Task 1: Project Initiation and Management
a. Project Initiation, Scope Refinement and Development of Amendment Strategy
With the initiation of the contract, Seifel will meet with Agency and City staff and legal counsel
to review the proposed work tasks and agree upon a process towards an efficient and cost
effective work plan and strategy for adopting the Redevelopment Plan Amendments. This initial
meeting will include compiling a master list of relevant material, reviewing and refining the
proposed scope and timeline for completion of each task, determining how each work task can
best be accomplished, and allocating roles and responsibilities among staff and consultant team
members to assure the timely and efficient completion of each step. We will also schedule the
proposed preparation of documents and the public participation process.
b. Project Management
To facilitate a smooth and coordinated plan adoption process, Seifel will provide comprehensive
South San Francisco Redevelopment Agency
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project management and advisory services, as needed, throughout the project. Seifel will:
• Provide project management and team leadership throughout the duration of the
amendment process.
• Prepare a summary project schedule that includes lcey milestones and deadlines, including the
City's required lead times four preparation of City Council packet materials, project team
review schedule and noticing; requirements. Note that this project schedule would incorporate
key elements of the legal schedule to be prepared by Meyers Nave. Seifel will update the
summary project schedule on a monthly basis to reflect shifting priorities and ensure project
milestones are met. (A draft schedule of key steps in the plan amendment process is provided
as Table 1 below to summarize the key CRL procedural steps as it would align with the
proposed Work Plan schedule.)
• Lead team coordination meetings or conference calls throughout the course of the project in
order to evaluate progress, obtain additional information, review work performed to date, and
keep the project on track.
• Prepare data requests and update project management task list as needed to accomplish the
wor]< program.
• Help staff prepare and review staff reports and supporting materials.
• Review and coordinate legal documents, environmental documentation, and maps prepared
by the City's civil engineering and/or environmental consultant to ensure consistency.
• As needed, exchange information with City staff and other consultants regarding information
to be incorporated in major documents prepared by Seifel (e.g. the Preliminary Report and
Report to Council).
• Schedule and facilitate regular check in calls to discuss project status, information needs and
any project issues.
Task 2: Consultations with Taxing Entities
Seifel will assist in consultations with the affected taxing entities regarding the fiscal impact of
the Redevelopment Plan Arnendnnents on such entities. The affected taxing entities are: San
Mateo County, South San Francisco Unified School District, San Mateo County Community
College District, San Mateo Courrty Superintendent of Schools, Bay Area Air Quality
Management District, San Mateo County Harbor District, Colma Creelc Flood Control, San
Mateo County Resource Conservation District, the City of South San Francisco, and Willow
Gardens Parks and Parkways. We will prepare materials for and attend up to eight meetings with
Agency staff and affected taxing entities. We recommend that initial consultations be done early
in the process. Seifel will present a summary of the pass through payments (both statutory and
contractual) and fiscal impacts to affected taxing entities under the Redevelopment Plan
Amendments, as detailed under Task 3 (Financial and Fiscal Impact Analysis).
Task 3: Financial and Fiscal Impact Analysis
Seifel will perform financial analyses to demonstrate the financial feasibility of the Plan
Amendments by comparing projected tax increment revenues and the costs of redevelopment
projects and activities. We will also perform additional fiscal analyses as needed, including
evaluating the fiscal impact of they Redevelopment Plan Amendments on affected taxing entities.
Building on previous financial analysis, we will:
South San Francisco Redevelopment Agency ~ Seifel Consulting Inc.
Redevelopment Plan Amendments September 2010
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• Summarize the tune and financial limits under the Redevelopment Plan Amendments.
• Refine and create computer models to project potential net tax increment revenues available
for projects and activities, including the 20 percent set-aside for affordable housing and the
amount of funds to be allocated to all affected taxing entities (pass through payments).
• Work closely with staff to reifine assumptions, including development projections and
increases in assessed value due to reassessment and inflation.
• Analyze the use of tax increment revenues as the principal source of funding, compared to
other potential financial sources and/or mechanisms available to the Agency to carry out the
financing portion of the Agency's Redevelopment Program.
• Evaluate the proposed method of financing redevelopment and its financial feasibility.
Determine which of the activities can be funded given the projected tax increment revenue
and other funding sources.
• Perform sensitivity analysis using different definitions of the tax increment collection limit
and different development, re;assessment and inflation scenarios.
• Evaluate the projected costs of the Agency's redevelopment program projects and activities,
analyzing the Agency's cost estimates compared with projected tax increment and other
available funding sources to jiustify the additional resources made available through the
Redevelopment Plan Amendments.
• Prepare summaries of pass through payments and other fiscal impacts to affected taxing
entities both with and without the Redevelopment Plan Amendments, along with other
analyses as needed to support the Agency's consultations with affected taxing entities.
• Review the Agency's existing fiscal agreements and provide technical assistance to the
Agency and Agency Counsel for the Agency's consultations with affected taxing entities.
Task 4: Preliminary Report
Seifel will prepare the Preliminary Report, as required by the CRL 33344.5, in conjunction with
the Agency. Meyers Nave will review the report for adequacy. The Report will include the
reasons for the Plan Amendments; a description of existing conditions and remaining blight in the
Merged Project Areas; an assessment of the financial feasibility of the Agency's Redevelopment
Program including reasons for ta:K increment financing; and a description of the projects and
activities proposed to alleviate blight. Seifel will use existing analyses to the extent possible as
the background and framework for the Preliminary Report.
a. Background and Reasons for the Redevelopment Plan Amendments
Seifel will work with Agency staff and legal counsel to present background information on the
Agency and the Merged Project Areas. Seifel will develop a su~runary of the Redevelopment Plan
Amendments, and will articulate the reasons for amending the existing Redevelopment Plans.
b. Existing Conditions Do~cumentafion and Presentation of Blight Findings
According to the CRL, the Preliminary Report for plan amendment(s) that increase fiscal limits
must provide evidence that some of the blighting conditions identified at the time of plan
adoption still need to be alleviated, and that the Agency cannot alleviate these blighting
conditions without an atnendtnent to the existing plan(s). Seifel will document physical and
economic blight in accordance with the requirements of the CRL. Seifel will lead and manage the
physical blight investigation and analysis with assistance from the Agency.
South San Francisco Redevelopment Agency 5 Seifel Consulting Inc.
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P. 2 6
Documentation of Areas that are No Longer Blighted in the Merged Project Areas
Based upon a field survey, Seifel will work with Agency staff and legal counsel to identify and
map areas that are no Longer blighted in the Merged Project Areas. We will also identify areas in
which redevelopment assistance is required for effective redevelopment. Specifically, we will
identify those portions of the Merged Project Areas in which blight has been successfully
alleviated to the extent that the arf;a does not have substantial and pervasive blight, but
redevelopment assistance is still required in order to achieve effective redevelopment. These
findings will be presented in a map to be included in the Preliminary Report and the Report to
City Council.
Documentation of Remaining Blight in the Merged Project Areas
Seifel will document physical and economic blight as described below. Portions of the Merged
Project Areas that are no longer b-ighted are specifically excluded from the blight documentation.
Seifel will assess the type and extent of blight in the Merged Project Areas by conducting field
surveys, and will review documents provided by the Agency (plans, enviromnental impact
reports, studies, etc.) for relevance: to the documentation of blight. We will also review available
documents prepared by others (such as building inspection or code compliance reports) for
relevance. As appropriate, such documents will be compiled for incorporation into the Plan
Amendment documents. We will also meet with Agency staff and others ]cnowledgeable about
existing conditions in the area, suc:h as local real estate brokers and property developers.
Field Survey and Analysis of Existing Conditions
Using the blight definitions in existence at the time of the adoption of the Redevelopment Plans
(with cross references where applicable to cun-ent CRL definitions), the consultant team, working
closely with the staff and legal counsel, will identify the presence or absence of blighting
conditions in the Project Area by:
° Analyzing information obtained from Agency and other sources to document physical and
economic blight;
° Performing field surveys of the physical and economic conditions of the Merged Project
Areas; and,
° Meeting with staff to review our findings and discuss local conditions, trends, concerns,
improvement needs, and long term planning objectives in the community.
Seifel does not anticipate that a Building Conditions Survey will be a necessary component of
this work effort. Should it be determined one is necessary, we will prepare a separate scope and
budget to perform such a survey.
Photographic Documentation of Ph~ysical and Economic Blight in the Merged Project Areas
Seifel will provide photographic docwnentation of physical and economic blight as appropriate
throughout the Merged Project Areas and a map of the general locations of the photographs.
Map Preparation
The Agency will take responsibility for producing base maps, ensuring that they reflect all
existing amendments to the Redevelopment Plans and are consistent with the Redevelopment
Plan legal descriptions for the Downtown/Central, EI Camino Corridor, Shearwater and Gateway
Project Areas. This task may involve review of the legal descriptions and base maps by City
South San Francisco Redevelopment Agency ~ - w.. Seifel Consulting Inc.
Redevelopment Plan Amendments September 2010
P. 2 7
Public Works and/or an outside engineering or other appropriate consultant. The Agency will
provide base maps to Seifel in elec:tropic GIS format. Seifel will use the base maps provided by
the Agency to prepare maps and e:Khibits, such as maps illustrating existing conditions and a
photographic documentation location map, used in documents leading to the adoption of the
Redevelopment Plan Amendments..
c. Redevelopment Program, Project Activities and Costs
The Preliminary Report will demonstrate that the Agency's proposed projects and activities are
directly related to the alleviation of blight, as required by the CRL. We will work with Agency
and City staff to review capital improvement programs and all relevant plans, studies and reports.
With guidance from the Agency, Seifel will prepare a list of potential actions and projects to
include in the Redevelopment Program for the Merged Project Areas. To the extent feasible, the
City and Agency shall provide gross cost estimates and estimates of non-Agency funding sources,
expressed in constant FY 2010/11 dollars. In summary, we will work with Agency staff to
determine the projects and activities to be accomplished; prepare a description of how each will
alleviate blight; estimate net costs to the Agency for each project activity, including affordable
housing activities; and prepare a project cost table for use in the financial feasibility analysis.
d. Financial Feasibility
The Preliminary Report will also describe the alternative funding resources available to the
Agency to accomplish the Redevelopment Program, detail tax increment financing and present
projections of the tax increment revenue that will be generated in the Merged Project Area. It will
also demonstrate the need for the proposed changes to the tax increment financing limits
contained in the Redevelopment Plan Amendments in order to fund the Redevelopment Program
projects and activities designed to alleviate the remaining adverse physical and economic
conditions in the Merged Project Areas.
e. Report Organization
The Preliminary Report will be organized as follows:
• Chapter 1 will provide background information, an overview of the amendments, legal
requirements, and the legally defensible reasons for amending the Downtown/Central, El
Camino Corridor, Gateway and Shearwater Redevelopment Plans.
• Chapter II will document existing conditions contributing to blight in the Merged Project
Area, based on blight definitions contained in the CRL.
• Chapter Ill will describe Redevelopment Program projects and activities to alleviate blighting
conditions in the Merged Project Areas and estimated costs.
• Chapter IV will analyze potential financial resources and/or mechanisms available to the
Agency; provide tax increment projections and evaluate tax increment as the principal project
funding mechanism; assess feasibility of the Plan Amendments; and explain why blight
cannot be eliminated without the redevelopment assistance made possible through the
Redevelopment Plan Amendments.
Task 5: Report to the City Council and Report to State Departments
Seifel will prepare the Report to the City Council on the Plan Amendments (Report to Council) in
accordance with Section 33352 of~the CRL. The Report will incorporate the updated Preliminary
Report (the first four chapters covering reasons for the Redevelopment Plan Amendments;
South San Francisco Redevelopment Agency - 7 Seifel Consulting Inc.
Redevelopment Plan Amendments September 2010
P. 2 8
physical and economic blight; Redevelopment Programs; and financial feasibility), additional
chapters to provide analysis of they Agency's initial plans for implementation of the Project, and
required procedural steps for the adoption of the Redevelopment Plan Amendments.
a. Update Preliminary Report Analysis
Seifel will update findings and analysis contained in the Preliminary Report in response to new or
additional information requested by Meyers Nave and/or the Agency. Such updates would be
made to contribute to a legally defensible, comprehensive, and accurate Report to Council. The
areas most likely to be updated would include, but would not be limited to: blight findings,
development forecasts, proposed projects and activities, and tax increment projections.
b. Implementation Plan
This scope of services assumes the Agency will prepare an update to the FY 2009/10-2013/20]4
Implementation Plan. Seifel will prepare a supplement to the Implementation Plan to reflect the
Redevelopment Plan Amendments. (The updated Implementation Plan will be included as an
Appendix to the Report). Seifel will advise staff in order to ensure that the Implementation Plan
meets current CRL requirements, including the requirements of AB 637. The Implementation
Plan must demonstrate how the Agency's proposed goals, objectives, programs,. activities, and
expenditures will help to eliminate blight in the Merged Project Areas. The Implementation Plan
consists of non-housing and housing components, as follows:
Non-Housinq Component
Seifel will advise Agency staff in preparing the following material required for adoption of the
non-housing component of the hriplementation Plan:
• Sununarize blighting conditions in the Project Areas and develop priorities to address
these conditions.
• Project available revenue for the remaining years of the Implementation Plan, including tax
increment funds, program income, federal and state funds, and other financial resources.
® Based on the projected financial resources, refine the list of redevelopment activities to be
accomplished over the five yf;ar period and describe how they will alleviate blight.
Housinq Component
Seifel will advise Agency staff in preparing the housing component (AB 315 Housing Production
Plan) of the Implementation Plan, which specifically describes how the goals, objectives,
projects, and expenditures will implement low and moderate income housing programs. The
housing section of the plan must contain:
• Estimates of deposits to the Housing Set-Aside Fund during the Implementation Plan.
• Estimates of the number of units to be assisted with the Housing Fund.
• Estimates of the number of units to be constructed, rehabilitated, price-restricted, assisted,
removed, or destroyed by the Agency and others over the life of the Redevelopment Plans
and the ten year compliance period.
c. Repor# to State Depart-r~ents (§33451.5(c) Report)
The Report to Council will also serve as the §33451.5(c) Report required to be sent to the State
Departments of Finance (DOF) and Housing and Community Development (HCD) 45 days prior
to the joint public hearing to be held on the Redevelopment PIan Amendments.
South San Francisco Redevelopment Agency
Redevelopment Plan Amendments
Seifel Consulting Inc.
September 2010
P. 2 9
d. Additional CRL Documentation Requirements
Agency staff will summarize minutes from the community meeting(s), as maintained by the
Agency under the requirement of CRL Section 33387, and Seifel will incorporate the summaries
into the Report to Council. Seifel will document that the Agency has followed the correct
procedural process and performed all required components of the Report to Council, in
accordance with CRL Section 33352.
e. Report Organization
The Report to Council will include updated versions of the four chapters of the Preliminary
Report. Additional chapters in the Report to Council will include the following:
• Chapter V will discuss the lmplementation Plan requirement, and will refer to the updated
Merged Project Area lmplementation Plan.
• Chapter Vl describes the requirement for a plan for relocation of persons or businesses that
may be displaced due to redevelopment activities.
• Chapter VIl summarizes opportunities for public review of and comment on the
Plan Amendment.
• Chapter VIII contains, by reference, the environmental documentation prepared for the
Redevelopment Plan Amendnnents.
• Chapter 1X contains the analysis of the Report of the County Fiscal Officer.
• Chapter X contains a summary of the consultations with affected taxing agencies.
• Chapter Xl contains the Neighborhood Impact Report.
Additional chapters may be included as necessary.
Task 6: Meeting Attendance andl Presentations
Seifel will advise staff in the development of a public outreach and community consultation
program. We will prepare for and participate in up to six public meetings, including meetings of
the Agency Board, City Council, Plaru~ing Commission, and community forums.
Task 7: Legal and Environmental Documentation
At the Agency's request, Seifel will review the documents prepared by Meyers Nave related to
the Redevelopment Plan Amendment.
We assume Meyers Nave will be responsible for preparing all of the legally required notices and
documents, including the following:
Detailed Schedule of Actions identifying: 1) legal and procedural steps, 2) action dates,
3} responsible entities, and 4) documents involved.
Amended Merged Plan and other legal documents, such as resolutions, notices and
miscellaneous documents necessary to accomplish the steps identified on the Schedule of
Actions, as needed.
Agency staff will be responsible :for all legally mandated mailings and notices. The Agency will
be the lead in creating an affectecl parties list that will include the business and property owners
...__. _.w....._,...__._._.~~._...-_ _.__~ ...._~_._.___~-. ~ , . _....~ _.. ___.__....._
South San Francisco Redevelopment Agency 9 Seifel Consulting Inc.
Redevelopment Plan Amendments September 2010
P. 3 0
within the Project Area boundaries. We assume Meyers Nave will also verify that all the affected
parties are properly identified for notification. Seifel will provide guidance as needed.
We understand that environmentaa documentation under the CEQA, as needed, will be performed
separately. The Agency will be responsible for preparing all of the legally required notices and
documents required for the environmental documentation process. Seifel will provide input
regarding the content of these documents based on data and analysis obtained during the
Redevelopment Plan Amendment process. Seifel will review any environmental documentation
prepared by the Agency's environmental consultant.
Task 8: Additional Advisory Sen~ices
In addition to the preparation of documents required in the plan amendment process, the
consulting team will provide Agency staff with advisory services on an as needed basis, up to a
proposed budget limit of $40,000. This limit could be augmented if needed. Such services may
include, but may not be limited to:
• Prepare staff reports.
• Collect data or prepare base ~r~aps, if Agency staff is unable to provide necessary data or
base maps.
• Attend additional public meetings and hearings for information presentation purposes or
community outreach efforts. These may include Agency, City Council, or Planning Agency
meetings, co~mnunity forums, and consultations with affected taxing agencies.
• Prepare fiscal/financial analyses beyond what is required for consultations with the affected
taxing entities or for preparinl? the Preliminary Report and the Report to Council.
• Prepare additional technical analyses for the Report to Council. (The basic scope and budget
assumes that the technical analysis prepared for the Preliminary Report does not need to be
substantially updated.)
• Prepare responses to written comments received at the joint public hearing.
• Prepare additional drafts of the Preliminary Report or Report to the City Council (see
Deliverables, below), or redraft documents after Agency staff and legal counsel approval of
the final draft.
• Assist Agency staff in preparing responses for City Council consideration regarding any input
received from DOF and HCD pursuant to CRL Section 33451.5(e).
• Provide other advice and assistance regarding the plan amendment process and activities
as necessary.
• Assist and advise the Agency on various aspects of its redevelopment activities.
D. Deliverables
Two (2) drafts and one (1) final report will be provided for each of the following documents:
• Preliminary Report
• Repo--t to Council
Specifically, Seifel will provide tl.~ree types of work products:
• Administrative draft for circulation to Agency Counsel and staff
South San Francisco Redevelopment Agency ~ ~ Seifel Consulting Inc.
Redevelopment Plan Amendments September 2010
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• Final draft
• Final report
The administrative draft and final draft will be prepared for use by staff, redevelopment legal
counsel and other interested parties. The administrative and final drafts will be provided in
electronic format (PDF).
The final document will be provided in electronic format (PDF), and as one (1) unbound original
for reproduction.
We will prepare documents for 8 % by 1 l paper printed on one side. Preparation of more than one
draft of the documents described above, or redrafting of documents after Agency staff and legal
counsel approval of the final document, will be billed as additional services.
We understand that we need to incorporate periodic reviews by staff and legal counsel. While
incorporating staff and legal counsel review of the Preliminary Report and the Report to Council,
we reserve the right of final review of these documents. Seifel cannot be held responsible for
documents that are altered subsequent to delivery of the final report.
Document Preparation Schedule
The overall schedule for the Redevelopment Plan Amendments will be determined upon
discussion with City staff, and will incorporate due dates for drafts and final documents. Seifel's
document preparation is dependent on timely responses to requests for information and meetings
from City staff. Fifteen (15) working days before a deliverable report is due, Seifel will need to
receive all information required for inclusion in the report in order to complete the draft report
as scheduled.
The Agency's Project Manager will need ten (l0) working days between receipt of the
administrative draft and final draft and the provision of comments to Seifel.
Seifel will need ten (]0) working days between receipt of the comments on the administrative
draft and final draft, and provision of the final draft and final report to the Agency's
Project Manager.
As the deliverable reports (the Prc:lirninary Report and the Report to Council) are legal
documents, the administrative draft of each will need to be reviewed by Meyers Nave before we
can release the final draft or final report. Seifel will send the administrative draft to Meyers Nave
for comment, and will need the Meyers Nave comments ten (10) working days before the final
draft is completed.
E. Role of Agency Staff
Seifel will work closely with Agency staff, who will assume the following responsibilities:
• Timely provision of all available reports, documents, studies, plans, and other information
relevant to the documentation. of existing conditions and the expeditious conduct of the plan
amendment process.
• Provision of the best available aerial photographs and zoning, land use, and GIS maps.
South San Francisco Redevelopment Agency ~ ~ Seifel Consulting Inc.
Redevelopment Plan Amendments September 2010
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• Delivery in timely manner of historical five-year and current assessed values, retai] sales tax,
transient occupancy (hotel) tax, and property tax information in support of economic blight
documentation and the projection of future tax increment revenues.
• Provision of available crime statistics.
• Provision of other information as needed to document blight, such as infrastructure and
public improvement deficiencies, traffic issues and documentation of the need for
redevelopment.
• Coordination with Agency staff and various City departments on the provision of relevant
data described above.
• Schedule and conduct staff team meetings with Seifel, including kick-off meeting, regular
team meetings, and conference calls.
• Schedule and conduct meetings to ensure community participation in the plan amendment
process at a level consistent with the requirements of the CRL. Seifel will rely on the Agency
to identify and assemble stakeholders and facilitate meetings and workshops in the Project
Areas' neighborhoods. The City will also prepare a smmnary of meetings and consultations
with the cormmunity for incorporation into the Report to Council.
• Responsibility for mailing a:nd notifications as needed to property owners, businesses and
residents, including related mailing costs.
• Identification and notification of all affected taxing agencies.
• Preparation of summary of consultations with taxing agencies for incorporation into the
Report to Council.
• Timely response to inquiries from Seifel.
• Coordination of review and edits of deliverables with City staff and consolidation of edits
into one document for delivery to Seifel.
Fo Schedule ®f Plan Amendments
The schedule of the Redevelopment Plan Amendments is to be determined upon discussion with
Agency staff. The Preliminary Report and Report to Council will be prepared at suitable dates to
meet an anticipated adoption in October 201 l . We are able to begin as soon as the contract is
signed, based on our anticipated workload. Table 1 below includes a proposed summary schedule.
This schedule is dependent on timely responses to requests for information and meetings from
City staff.
South San Francisco Redevelopment Agency ~ ~ Seifel Consulting Inc.
Redevelopment Plan Amendments September 2010
P. 3 3
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II.Budget and Compensation
A. Budget
Based on this scope of services, Seifel has prepared a proposed budget by task and wil] bill on a
time and materials basis each month by task. The total "not to exceed" amount of compensation
for the services covered by this agreement will not exceed $297,800. A budget allocation for
potential additional services is proposed within this scope of work. Additional budget details are
shown below.
Table 2
Proposed Budget
Task Descriptions
I. Project Coordination and Management i $34,800
2. Consultation with Taxing Entities $18,900
3. Financial and Fiscal Impact Analysis $59,700
4 Preliminary Report $61,900
5. Report to Council and Report to State Departments $44,500
6. Public Meetin€; Attendance $21,500
7. Le al and Environmental Documentation $10,700
Subtotal -Labor $252,000
8. Additional Advisor Services $40,000
Subtotal -Labor and Additional Advisory Services $292,000
Expenses
(estimated at 2°io of labor and additional advisor services)
$5,800
TOTAL X297,800
Table 3
2010 Hourly Billing Rates
Elizabeth Seifel, President _ $250
Senior Mana in Consultant $195
Managing Consultant $175
Senior Consultant $145
Consultant $125
Analyst $115
Research Assistant $ ] OS
Document Processin /Gra hics $75
South San^Francisco Redevelopment Agency ~ 4 Seifel Consulting Inc.
Redevelopment Plan Amendments September 2010
P. 3 5
B. Compensation
Expenses (Materials)
Seifel bills expenses as follows:
• In order to lessen time consuming paperwork and processing costs, a two percent (2%)
overhead charge will be added to each invoice to cover a portion of reimbursable expenses,
including phone charges, in-House photocopying/printing, delivery charges and miscellaneous
other charges under $25. Other costs as itemized below, which differ significantly by client,
will continue to be billed separately.
• Photocopying/report reproduction charges with a combined total exceeding $25 per month
will be billed at l 0 cents per lblack & white single-sided letter page (20 cents for a
ledger-sized page) and one dollar per color single-sided letter page (two dollars for a
ledger-sized page), except four bulk reproduction of reports, which is charged on a direct
reimbursable basis.
• Delivery service charges above $25 per month will be billed at cost.
• Travel costs will be billed on a direct reimbursable basis. Automobile mileage charges will be
billed based on the Internal Revenue Service Optional Standard Mileage Rate. Other travel
and per diem expenses, including airfare, automobile rental and hotel (if necessary) are
charged at actual cost.
Subcontractor Management
This scope of work does not anticipate the use of subcontractors. Upon client approval, where
Seifel is managing subcontractor(s), acontract administrative charge of 10 percent will be applied
to all subcontractor invoices.
Project Delays
While Seifel attempts to provide staffing arrangements for projects based on cun-ent conditions,
projects that are put on hold by the Client may require an adjustment of team members based
upon the date the project resumes. In accordance with that date, additional hours will be required
to familiarize and educate team members and will be billed as additional services. Further, if the
Client's key staff member(s) originally assigned to the project are no longer able to work on the
project in the future, the budget nnay need to be revised to reflect training and education of new
staff assigned to this project.
if the client puts the project on hold for a term of six (6) months or more, the contractual fee
arrangement may be adjusted to reflect the factors noted above.
Payment Terms
Seifel will invoice the Client on a monthly basis for al] hourly services performed and all
reimbursable expenses incurred by the Consultant team during the preceding month. Invoices are
due and payable by Client within thirty (30) days of invoice date. Invoices not paid by Client
within thirty (30) days of invoice date shall commence bearing interest on the 31st day after
invoice date at the rate of ten percent (] 0%) per annum until they are paid in full.
South San Francisco Redevelopment Agency ~ 5 Seifel Consulting Inc.
Redevelopment Plan Amendments September 2010
P. 3 6
Delinquent PaymentlWork Stoppage
If at any tune Client is more than thirty (30) days delinquent with respect to an undisputed
invoice, Seifel reserves the right 'to stop performing services under this agreement without any
liability whatsoever to Client for damages of any kind client may incur in connection with
Seifel's work stoppage.
Good Faith Disputes
In the event of any good faith dispute with regard to any portion of any Seifel invoice, the
undisputed portion shall be paid as provided herein. Upon resolution of the disputed portion, any
amounts paid to Seifel shall be paid with interest at the rate set forth above, accruing from the
31st day after the invoice date-
Client must address any disputes concerning Seifel's invoices in writing to Seifel within thirty
(30} days of the invoice date. The: absence of any such inquiries within the thirty (30) day period
shall be deemed an unequivocal acceptance of Seifel's services and an agreement with Seifel's
charges for all such services (time and materials).
South San Francisco Redevelopment Agency ~ E Seifel Consulting Inc.
Redevelopment Plan Amendments September 2010
P. 3 7
Redevelopment Agency
Staff Report
RDA AGENDA ITEM # S
DATE: September 8, 2010
TO: Redevelopment Agency Board
FROM: Marty Van Duyn, Assistant Executive Director
SUBJECT: A RESOLUTION AUTHORIZING THE EXPENDITURE OF TAX
INCREMENT FUNDS FOR THE 356 GRAND AVENUE ABATEMENT
AND BUILDING DEMOLITION PROJECT, ADOPTING FINDINGS
REQUIRED BY HI,A.LTH AND SAFETY CODE SECTION 33445, AND
AUTHORIZING AWARD OF CONTRACT FOR THE PROJECT TO
SILVERADO CONTRACTORS, INC. IN AN AMOUNT NOT TO
EXCEED $94,700
RECOMMENDATION
It is recommended that the Agency Board adopt the attached Resolution authorizing the
expenditure of tax increment funds for the 356 Grand Avenue Abatement and Building
Demolition Project (Project No.620-519999-pf1004), and adopting findings required by Health
and Safety Code Section 33445, and authorizing award of contract for the project to Silverado
Contractors, Inc. in an amount not to exceed $94,700.
BACKGROUND/DISCUSSION
The Redevelopment Agency (Agency) acquired the property located at 356 Grand Avenue on
March 2, 2010. The site was previously an Asian Market that had been vacant. Since acquisition
of the property, the Agency has sold much of the equipment left by the prior owner and many of
the refrigeration units to local merchants. Awalk-in freezer was donated to the San Mateo
County Food Bank. Additionally, testing for toxic materials was conducted which found the
presence of toxics in the building. An abatement proposal was received from Tec Accutite but
staff decided it would be more cost eff~ctive and efficient to undertake the abatement and the
demolition of the building simultaneously under the direction of one general contractor. Timing is
of the essence given that the new Miller Avenue Garage will be open the first of the year. The
plan for the property is to demolish the building to create a new pedestrian walkway from the
elevator tower of the garage, across Fourth Lane, providing direct access to Grand Avenue.
The demolition bid includes plans to backfill the site to provide a code compliant. disabled-
accessible slope in preparation for installation of new pavers and landscaping for the walkway.
The difference in height from Grand Avenue to Fourth Lane is approximately five (5) feet;
therefore, backfilling is critical to keep the Lane and adjacent parking lot from caving in once the
building is demolished. The width of the property is fifty (50) feet; however, only twenty (20)
feet will be used for the new pedestrian walkway. The remainder of the site will be closed off for
Staff Report
Subject: 356 Grand Avenue Abatement and Building Demolition
Page 2
potential future development that could provide access to the walkway from the new building. At
this time, the potential development area will be closed off and secured until such time as plans
and financing are available for a new building at that location.
On July 28 and August 4 of 20l 0, staff sent notices to the building exchanges and advertised a
"Notice Inviting Sealed Bids" in the San Mateo Times for the Abatement and Demolition Project.
On August l 9, staff conducted apre-bid site inspection which six (6) contractors attended. On
August 24' staff received and opened bids from seven (7) contractors. One contractor was
disqualified for failure to provide the required bid bond. The lowest responsible bidder was
Silverado Contractors, Inc. of Oakland, California. Below is a summary of all base bids received:
Engineer's Estimate $ 100,000 to $110,000
Bids Bid Dollar Amount
Silverado Contactors, Inc., Oakland Ca $ 94,700
Interstate Grading & Paving, South San Francisco $118,500
Evans Brothers Inc., Livermore CA $119,470
Jos .i Albanese. Inc. Santa Clara, CA $126,446
Professional Services Corp. San Carlos, CA $139,192*
Ferma Corporation, Mountain View, CA $151,090
D.L. Falk Construction Inc., Hayward CA $159,001
*The bid from Professional Services Corporation was disqualified because they did not submit
the required bond.
Staff has verified Silverado Contractors license and their experience on similar types of
construction to be satisfactory. Silverado Contractors successfully handled the demolition of the
concrete structure of the Bay Bridge last year.
Staff has conducted inter-departmental meetings to address all potential impacts of the
construction and to coordinate with the construction of the garage to secure power lines for the
walkway. Improvements to Fourth Lane will be required to provide an interface between the new
walkway, the Miller Avenue Garage and to Grand Avenue. Funds have been set aside in the
Redevelopment Agency operating budget to undertake architectural and engineering analysis and
physical improvements as may be needed during the construction of the pedestrian walkway.
FUNDING
Funds for this endeavor have been anticipated and are currently available in the Capital
Improvement Program Budget therefore a budget amendment is not required. Additionally.
blanket purchase orders have been established for design, survey and other special services that
may be needed to create a seamless, safe and pedestrian friendly environment from the Garage.
across the Lane and down to Grand Avenue. The production of timely design concepts and
engineering surveys have been key to meeting the time frame of the Garage construction in order
Staff Report
Subject: 356 Grand Avenue Abatement and Building Demolition
Page 3
to have the walkway in place by the first of the year. The new walkway will require installation of
pavers, some landscaping and lighting.. No furniture will be installed, at this time, but may be
available in the future once use patterns have been established.
CONCLUSION
This Abatement and Building Demolition Project is consistent with the Redevelopment Five Year
]mplementation Plan adopted by the Agency for the Project Area. The abatement, demolition of
the building, and creation of the proposed pedestrian plaza at this location will eliminate blight
and will be of benefit to the Project Area. The Project will improve the appearance of the Area,
improve access to Project Area businesses and support economic development. No other
reasonable means of abating and demolishing the structure and undertaking the proposed
pedestrian improvements is available to the community. Both the Redevelopment Agency and the
City Council must make findings consistent with Health and Safety Code Section 33445, and
each has a respective Resolution for their approval on the agenda.
It is recommended that the Agency Board adopt the attached Resolution authorizing the expenditure
of tax increment funds for the 356 Grand Avenue Abatement and Building Demolition Project
(Project No. 620-99999-pfl 004), and adopting findings required by Health and Safety Code Section
33445, and authorizing award of contract for the project to Silverado Contractors, Inc. in an amount
not to exceed $94,700.
By. ~~~2ti~w (,~.-~~-
Marty Van Duyn
Assistant Executive Director
BMN:MVD:NF
Attachment: Resolution
Approved: '-
y M. Nage
Executive Director
Agreement for Public Improvements-356 Grand Avenue
RESOLUTION NO.
REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO.
STATE OF CALIFORNIA
A RESOLUTION AUTHORIZING THE EXPENDITURE OF TAX INCREMENT
FUNDS FOR THE 356 GRAND AVENUE ABATEMENT AND BUILDING
DEMOLITION PROJECT, ADOPTING FINDINGS REQUIRED BY HEALTH AND
SAFETY CODE SECTION 33445, AND AUTHORIZING AWARD OF A CONTRACT
FOR THE PROJECT TO SILVERADO CONTRACTORS, INC.
IN AN AMOUTIT NOT TO EXCEED $14,700
W}IEREAS. the Redevelopment Agency of the City of South San Francisco (the
"Agency") has acquired the property located within the Downtow»JCentral Redevelopment
Project Area (tl~e "Project Area"} at 356 Grand Avenue (the "Pro}~erty");
WHEREAS; the Agency inte~~ds to abate hazardous materials.. demolish the building
located on the Property. and backfill the site in order to provide a code compliant. disabled-
accessible slope in preparation for installation of new pavers and landscaping for a new
pedestrian walkway that will connect the elevator tower of the Miller Avenue garage. cross
Fourth Lane, and provide direct access to Grand Avenue (Project No. 620-99999-pf1004 and
hereafler_ the "Project");
WHEREAS. on .lulu 28. 2010 and August 4; 2010_. Agency staff sent notices to the.
building. e~xchanges~ and advertised a "Notice Im~iting Sealed Bids" in the San Mateo Tin-~es for
the Project, and on August l9. 2010. Agency staff conducted apse-bid site inspection that «~as
attended by six (6) conlractors~
WHEREAS. on August 24. 2010. Agency staff received and opened bids from seven (7)
contractors. and the lowest responsible bidder was Silve~rado Contractors. Inc. of Oakland.
California:
WHEREAS, Hea]ih and Safety Code Section 33445 provides that a redevelopment
agency may, with the consent of the legislative body; pay for all or a portion of the cost of the
land for and cost of construction of any building, facility. structure, or other improvements that
are publicly owned and located within or contiguous to the redevelopment project area if the
legislative body determines all of the following:
a. The buildings; facilities. structures- or other improvements are of benefit to
the project area by helping to eliminate blight ~~~ithin the project area or providing housing
for low- or moderate-income persons:.
b. No other reasonable means of financing the acquisition of the land and installation
or construction of the buildings, facilities, siructw-es, or other improvements is available to
the community; and
1507220.1 ]
c. The payment of funds for the acquisition of land and the cost of buildings;
facilities, structures, or other improvements is consistent with the Five Year ]mplementation
Plan adopted by the Agency pursuant to Section 33490;
WHEREAS, the proposed expenditure of tax increment funds for the Project will enable
the Agency to demolish a blighted structure and proceed with the development of a pedestrian
plaza that will improve the appearance of the area sw-rounding the Project, provide an important
public amenity, and assist in the attraction and retention of businesses in the Project Area by
providing for public uses that will attract patrons and thereby increase economic activity and
encourage private investment in the Project Area;
WHEREAS, the expenditure of tax increment funds for the Project will be of benefit to
the Project Area by eliminating blight and by promoting economic development.
WI~IEREAS, the expenditure of tax increment funds for the Project is consistent with the
hnplementation Plan adopted by the .Agency pw-suant to I-Iealih and Safety Code Section 33490;
in that the Project will further the goals and objectives of the Redevelopment Plan. improve the
appearance of the Project Area; improve access to Project Area businesses; and support
economic development; and
WHEREAS, the Project will not generate cash flow to the City of South San Francisco
(the "City") or Agency, and therefore cannot support debt service:. the City has no uru-estricted
general fund revenue available for the Project without a reduction in vital community services:
and the City does not have and cannot reasonably obtain revenue available for such purposes;
and therefore no other reasonable means of financing the Project exists.
NOW.. `THEREFORE, F3E lT RESOLVED by the Redevelopment Agency of the
City of South San Francisco that it hereby:
1. Finds based upon the foregoing recitals and the evidence set forth in the staff report
accompanying this Resolution, that: (i) the expenditure of tax increment funds for the Project
will be of benefit to the Project Area by helping to eliminate blight within the Project Area. (ii)
no other reasonable means of financing the Project is reasonably available, and (iii) comp]etion
of the Project is consistent with the implementation Plan adopted for the Project Area.
2. Approves the expenditure of tax increment funds in the amount of Ninety-Four Thousand
Seven Hundred Dollars ($94.700) for the Project.
3. Authorizes the Executive Director to execute a construction contract with Silverado
Contractors. lne. for the Project in the amount of Ninety-Four Thousand Seven Hundred Dollars
($94,700).
4. Authorizes the Executive Director to undertake such other actions and to execute such
other instrwnents as may be necessary or desirable in order to carry out the intent of this
Resolution.
t so~22o. t ~P. 2
1 hereby certify that the foregoing Resolution was regularly introduced and adopted by
the Redevelopment Agency of the City of South San Francisco at a meeting
held on the day of _ , 20] 0 by the follov`~ing vole:
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST:
Agency Secretary
P. 3
150%220.1
S
/~ ~
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Y'• n
~ c~LIFOR~1~ o
CITY OF SOUTH SAN FRANCISCO
ENGINEERING DIVISION
PART II
(UPDATED IANUARY ?009)
PROJECT NAME: 356 GRAND AVENUE ABATEMENT AND BUILDING
DEMOLITION PROJECT
CONTRACTORS NAME: SI~,VERADO CONTPACTORS, INC.
I3It~ I°~UI't'IBER: 2509
AGREEMEN7C FOR PUBLIC IMPROVEMENTS
GENERAL PROVISIONS
315 MAPLE AVENUE
SOUTH SAN FRANCISCO, CALIFORNIA 94050
(650) 529-6652
,fannar~~ 2QQ9
P. 5
FORM OF AGREEI`~iENT FOR PUBLIC IMPROVEMENTS
TABLE OF CONTENTS
Pale No.
1. Scope of Work ~,- I
2. The Contract Documents A-I
3. Equipment -Performance oI Work A-2
4. Contract Price ~-2
S. "lime for Performance A-2
6. Rights of Agency to Increase Working Days A-2
7. Option of Agency to Terminate Agreement in A-2
Event of Failure to Complete Work
8. Termination of Contract fvr Convenience A-3
9. Liquidated Damages A-S
10. Performance by Sureties A-S
1 l . Care of the Work A-S
12. Payments to Contractor A-S
13. Contract Security A-6
14. Mold-Harmless Agreement and Contractor's Insurance A-7
IS. Insurance A-7
16. Proof of Carriage of Insurance A-8
17. Emergency -Additional Time for Performance A-8
Procurement of Materials
18. Provisions Cumulative A-9
19. Notices A-9
20. Interpretation A-I 0
Attachment A -Escrow Agreement for ~'~ecurity Deposits in Lieu of Retention
P. 6
FORM OF AGREEMENT FOR PUBLIC IMPROVEMENTS
THIS AGREEMENT made and entered into this i3ih, day of September; 2010 between the
REDEVELOPMENT AGENCY BOARD of the C17-Y OF SOUTH SAN FItANClSCO; a municipal
corporation and political subdivision of the State of Cal;'fornia; hereinafter called "AGENCY" and
Silverado Contractors, lnc-, hereinafter called "CONTRACTOR"~.
WITNESSETH:
WHEREAS; Agency has taken appropriate proceedings to authorize construction of the public
work and improvements herein provided and execution of this contract.
WHEREAS, a notice was duly published for bids for the contract fnr the improvements
hereinafter described.
WHEREAS; on September 8, 2010 notice duly givet~_ the Redevelopment Agency of said City
awarded the coni-act for cite constructi~o~~ of tl7e i~~~provemenis hereinafter described to the Co; tractor;
which Contractor said Agency fow~d to ~be the lo~~~est responsible bidder for said improvements.
WHEREAS.. Agency and Contractor desire to enter into this agreement for the construction of
said improvements pursuant to the tenors; definitions and conditions set forth i~~ the General Provisions
and ocher Contract Documents.
1T 1S AGREED as follows:
Scope of Work. Contractor shall perform the Work described briefly as follows:
The Work consists of the furnishing of all labor. ;materials. tools. equipn;ent_ and services
~Eecessary for the cogs±ruction of the 356 GRAND AVENUE ABATEME~'T AND PUILDIIVG
D~EMOLITIQN PRQJECT, PROJECT NO. (20-49999-pf1004. PID NO. ?504. in accordance wiil~
the contract documents.
Also included are any such other items or details not mentioned above that are required by the
Contract Documents_ which are to be constructed or furnished and installed as shown of7 the plans; as
specified herein and as directed by the Engineer.
The aforementioned improvements are further described in the "Contract Documents" hereinafter
referred to.
2. The Contract Docwner.~ts. The complete contract consists of the following documents:
This Agreement; Notice inviting Bids; the Accepted Bid; the complete plans. profiles. detailed dra~~~ings;
Standard Plans and Specifications; including Standard Specifications. General Provisions. Special
Provisions and Technical Provisions: Faithful Performance Bond: Payment Bond: Bid Schedule and
Wage Scale.
All rights and obligations of Agency and Contractor are fully set forth and described in the
contract documents.
~7~he teen "Contractor" as used herein is employed ~~~ithout distinction as to either number or gender and shall
include whenever the context shall pem~ii all agents; representatives; employees.. servants, subcontractors and business or
social invitees.
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All of the above named documents are intended to cooperate, so that any work called for in one
and not mentioned in the other. or vice versa, is to be executed the same as if mentioned in all said
documents. The documents comprising the complete contract will hereinafter be referred to as "the
Contract Documents.''
3. Equipment - Performance of Work. Contractor shall furnish all tools, equipment;
apparatus; facilities, labor and materials necessary to perform and complete in a good and workmanlike
manner the Work of general construction as called for, and for the manner designated in, and in strict
conformity with; the plans and specifications for said Work entitled:
356 GRAND AVENUE ABATEMENT AND BUILDING DEMOLITION PROJECT
PROTECT NO. 620-99999-PF1004
BID NO. 2509
The equipment, apparatus, facilities, labor and materials shall be furnished and said ~~'ork
performed and completed as required in said plans and specifications under the direction ai;d supervision
and subject to the approval of the Engineer of said City or the Engineer's designated assistant.
4. Contract Price. Agenc}~ shall pay, and Contractor shall accept; in full payment for the
Work agreed to be done the sum of Niniety Four Thousand Seven Hundred Dollars ($94,700.00). Said
price is determined by the lump sum price contained in Contractor's bid. The lwmp sum price and unit
prices are set forth in the completed >=tid forms attached hereto and made a part hereof as if set forth
herein verbatim. In the event work is performed or materials furnished in addition to those set forth in
Contractor's bid and the specifications herein, such work and materials will be paid for at the unit prices
therein contained. Said amount shall be paid in installments as hereinafter provided.
5. Time for Performance. The Contractor shall complete the Work called for under the
contract in all parts and requirements within such number of working days as defined in the Special
Provisions. "fhe Engineer shall furnish the Contractor a monthly statement showing the number of
working days charged to the contract for the preceding month; the number of working days specified for
the completion of the contraeL and the number of working days remaining to complete the contract.
6. Rights of City to Increase Working Days. ]f such Work is not completed within the time
specified, the Engineer shall have the right to increase the number of working days in the amount it may
determine will best serve the interest of the Agency. if it desires to increase said number of working days,
i1 shall have the further right to charge to Contractor and deduct from the final payment for the Work the
actual cost of engineering, inspection, s~~uperintendence; and other overhead expenses which are directly
chargeable to Contractor and which accrue during the period of such extension, except that the cost of the
final service and preparation of the final estimates shall not be included in such charges, provided;
however, that no extension of time for the completion of such Work shall be allowed unless at least
twenty (20) days prior to the time herein fixed for the completion thereof or the time fixed by the
Engineer for such completion as extended; Contractor shall have filed application for extension thereof. in
writing with the Engineer.
7. Option of Agency to Terminate Agreement in Event of Failure to Complete Work. if
Contractor shall have refused or failed to prosecute the Work or any severable part thereof; with such
diligence as will insure its work, or any completion within the time specified, or any extensions thereof.
or shall have failed to complete said work within such time; or if Contractor should be adjudged a
bankrupt, or if Contractor should make a general assignment for the benefit of Contractor's creditors_ or if
a receiver should be appointed in the event of Contractor's insolvency; or if Contractor, or any
Subcontractor; should violate an_y of the provisions of this Agreement, the Engineer may give written
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P. 8
notice to Contractor, and Contractor's sureties of its intention to terminate this Agreement. such notice to
contain the reasons for such intention to terminate this Agreement, and unless within five (5) days after
tine serving of such notice, such violation shall cease and satisfactory arrangements for the correction
thereof be made, this Agreement may, at the option of Agency, upon expiration of said tune, cease and
terminate.
8. Termination of Contract for Convenience. The Agency also reserves the right to
terminate the contract at any time upon a determination by the Engineer in the Engineer's sole discretion
that termination of the conU-act is in the best interest of the Agency. ]f the Agency elects to terminate the
contract for convenience, the termination of the contract and the total compensation payable to the
Contractor shall be governed b_y the fo111owing:
(A) The .Agency will issue the Contractor a written notice signed by the Engineer.
specifyi~~g that the contract is terminated. Upon receipt of said written notice, the Contractor will be
relieved of further responsibility for damage to the Work (excluding materials) as specified in Section 7-
1.16, "Contractor's Responsibility for 11ie Work and Materials," of the Standard Specifications and. except
as otherwise directed in ~~,~ritir,g by the Engineer, the Cnntractor shall:
(1) Stop all work tinder the contract except that specifically directed to be completed prior to
acceptance.
(2) Perform work the Engineer deems necessary to secure the project for termination.
(3) Remove equipment andl plant from the site of the Work.
(4) Take such action as is necessary to protect materials from damage.
(5) Notify al] subcontractors and suppliers that the contract is being terminated and that their
contracts or orders are not to be further performed unless otherwise authorized in writing by the
Engineer.
(6) Provide the Engi~~eer ~~~ith an inventory list of all materials previously produced.
purchased or ordered from suppliers for use in the Work and not yet used in the ~Uork. i~~cluding
its storage location, and such other information as the Engineer may request.
(7) Dispose of materials not yet used in the Work as directed by the Engineer. ;t shall be the
Contractor's responsibility to provide the Agency with good title to all materials purchased by tl~e
Agency hereunder. including n-iaterials for which partial payment has been made as provided in
Section 9-1.06; "Partial Pa_yments." of the Standard Specifications and ~~~ith bills of sale or other
documents of title for such materials.
(8) Subject to the prior written approval of the Engineer, settle all outstanding liabilities and
all claims arising out of subcontracts or orders for materials terminated hereunder. To the extent
directed by the Engineer; the Contractor shall assign to the Agency all the right, Title and interest
of the Contractor under subcontracts or orders for materials terminated hereunder.
(9) Furnish the Engineer ~~~ith the documentation required to be furnished by the Contractor
under the provisions of the conUact including; on projects as to which Federal and State funds are
involved. all documentation required under the Federal and State requirements included in the
contract.
(10) Take such other actions as the Engineer may direct.
(B) Acceptance of the contract as hereinafter specified shall not relieve the
Contractor of responsibility for damage to materials. The Contractor shall continue to be responsible for
damage to materials after issuance of the Notice of Termination, except as Follows:
(J) The Contractors respo~~~sibility for damage to materials for ~~~hich pailial payment has
been made as provided in Section 9-1.06; "Pa~lial Payments," of the Standard Specifications and
for materials furnished by the Agency for use in the ~~l~ork and unused shall terminate when the
Page A - 3 of l 0
P. 9
Engineer certifies that such materials have been stored in the manner and at the )ocations the
Engineer has directed.
(2) The Contractor`s responsibility for damage to materials purchased by the ,Agency
subsequent to the is seance of the notice that the contract is to be terminated shalt terminate when
title and delivery of such materials has been taken by the Agency.
(3) When the Engineer determines that the Contractor has completed the Work under the
contract directed to be completed prior to termination and such other work as may have been
ordered to secure the project four tenmination_ the Contractor will recommend that the Engineer
formally accept the contract to the extent performed, and immediately upcn and after such
acceptance by the Engineer, the Contractor will not be required to perform any further Work
thereon and shall be relieved of the Contractor's contractual responsibilities for injury to persons
or property which occurs after the formal acceptance of the project by the Engineer.
(C) Termination of the contract shall not relieve the surety of its obligation for any
just claims arising out of the work performed.
(D) The total compensation to be paid to the Contractor shall be determined by the
Engineer on the basis of the following:
(l) The reasonable cost to the Contractor. ~yithout profit, for all work performed under the
contract, including mobilization, demobilization and work done to secure the project for
termination. In determining the reasonable cost; deductions will be made for the cost of materials
to be retained by the Contractor, amounts realized by the sale of materials; and for other
appropriate credits against the cost of the work. When, in the opinion of the Engineer, the cost of
a contract item of work is excessively high due to costs incurred to remedy or replace defective or
rejected work; the reasonable cost to be allowed will be the estimated reasonable cost of
performing such work in compliance with the requirements of the plans and specifications and the
excessive actual cost shall be disallowed.
(2) A reasonable allowance for profit on the cost of the work performed as determined under
Subsection (1), provided the Contractor establishes to the satisfaction of the Engineer that it is
reasonably probable that the Contractor would have made a profit had the contract been
completed and provided Further__ that the profit allowed shall in no event exceed four (4) percent
of said cost.
(3) `The reasonable cost to the Contractor of handing material returned to the vendor;
delivered to the Agency or otherwise disposed of as directed by the Engineer.
(4) A reasonable allowance for the Contractor's administrative costs in determining the
amount payable due to tenmination of the contract.
(5) A reasonable credit to the Agency for defective or incomplete work not corrected.
All records of the Contractor and subcontractors necessary to determine compensation in
accordance with the provisions of this Section 8 shall be open to inspection or audit by representatives of
the Agency at all times after issuance of the Notice of Termination and for a period of three (3) years,
thereafter, and such records shall be retained for that period.
After acceptance of the Work by the Engineer; the Engineer may make payments on the basis of
interim estimates pending issuance of the Final Estimate in accordance with Section 9-1.07B, "Final
Payment and Claims," of the Standard Specifications when; in the Engineer's opinion; the amount thus
paid; together with all amounts previously paid or allowed. will not result in total compensation in excess
of that to which the Contractor will be entitled. All payments, including payment upon the Final Estimate
shall be subject to deduction for prior payments and amounts; if any; to be kept or retained under the
provisions of the contract.
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~f this contract is terminated by the Agency for cause, and it is later determined that the proper
basis for a termination for cause did not exist, the termination shall be deemed to have been a termination
for convenience and governed by the tenors of this contract dealing with such termination.
if the contract is terminated by the Agency for cause or convenience; such termination shall
neither act as a waiver by the Agency of its right to require t1~e Contractor to correct defects in the \~~ork
performed by the Contractor nor void any warranties applicable to the Work performed under the
contract.
The provisions of this Section f3 shall be included in al) subcontracts.
h~ the event of conflict between the termination provisions of this Section 3 and any other
provision or the contract. this Section 8 shall prevail.
9. Li uiq datecJ Dama es. if the overall deadline for project completion and/or any of the
milestone deadlines are not met and/or particular contract requirements are not met, damages will be
sustained by the Agency. and it is and will be impracticable and extremely difficult to asce~lain and
determine the actual damage which the Agency ~~,~ill sustain. As such the Contract will be subject Io the
liquidated damages named in the Special Provisions or $500 per calendar day; whichever is greater, and
should the Contractor fail to meet any milestone deadline or overall project deadline or fail to meet
particular contract requirements as named in the general provisions.
0. Performance }y Sureties. ]n the event of any termination as herein before provided;
Agency shall immediately give written notice thereof to Contractor and Contractor's sureties and the
sureties shall have the ri~~ht to take over and perform the Agreement, provided; however, that if the
sureties. within five (5) days after giving them said notice of termination, do not give the Agency written
notice of t}~eir intentio~~ to take over the performance of the Agreement and do not commence
performance thereof within live (5) days after notice to the Agency of such election, Agency rma-y take
over the ~~1ork and prosecute the same to completion by eontract or b}~ any other method it may deem
advisable. fcr the account. and at the expense, of Contractor. and the sureties shall be liable to /`,gency for
any excess cost or damages occasioned Agency ihereb_y; and.. in such event, Agency may, without liability
for so doing.. take possession of and utilize in completing the Work such materials, appliances, plant and
other property belonging to Contractor as ma_y be on the site of the Work and necessary therefore. S17ould
Contractor contract in an individual rapacity, the surety bond shall contain the foliowitig provisioTi:
"Should Contractor contract in the Contractor's individual capacity, the death of the Contractor shall not
relieve the sw-et)~ of its obligations."
1 l . Care of the Work. Contractor has examined the site of the Work and is familiar ~~~ith its
topography and condition, location of property lines; easements; building lines and other physical factors,
and limitations affecting the performance of this Agreement. Contractor, at Contractor's expense. shall
obtain any permission necessary for any operations conducted off the property o~~med or controlled by
Agency. Contractor shall be responsible for the proper care and protection of all materials delivered and
work performed until completion and final acceptance.
12. Payments to Contractor.
(A) Monthly Progress Payments. On or before the tenth day of each and every month
during the progress of the Work following the Notice to Proceed_ Contractor shall submit to the City
Engineer a complete itemized statement of all labor and materials incorporated into the improvement
dm~ing the preceding month and the portion of the contract sum applicable thereto. On approval in writing
of said statement by the Engineer, the payment request shall be submitted to the Agency for approval and
PageA-5of10
P.11
within ten (] 0) days after approval thereof by the Agency, Agency shall pay Contractor a sum based upon
ninety percent (90%) of the contract price apportiomnent of the labor and materials incorporated into the
improvement under the contract during, the month covered by said statement.
(B) Notice of Completion and Final Payment. Agency shall file with the County
Recorder's Office a Notice of Completion. within ten (l0) days after said improvements shall have been
completed and accepted by Agency and written proof of said filling shall be delivered to the City C)erk.
The remaining ten percent (JO%); less that amount withheld by Agency to correct
defective work or otherwise complete the contract, shall be paid Contractor Ihi~1y (30) days after
recordation of the notice of completion of the Work, on duly certified voucher therefore. after Contractor
shall have furnished Agency with a re]'ease of or bond against all claims against Agency. if required by
Agency, arising under and by virtue of this contract, and work done, and materials furnished hereunder. Jn
the event that there are any claims specifically excepted by Contractor, if permitted by Agency, from the
operation of the release, there shall be retained by Agency stated amounts to be sel forth therein and
approved by the Engineer. if there be any claims filed against the Work, Agency shall withhold final
payment until the validity of such claims shall have been properly determined and in this regard Agency
is hereby empowered to pay directly to claimant the full amount of any valid claims.
(C) Escrow Account for Retention. Pursuant to Chapter 13 (commencing with
Section 4590) Division 5, Title 1 of the Government Code of the State of California; securities may be
substituted for any moneys withheld by a public agency to ensure performance under a contract.
At the request and expense of the Contractor, securities equivalent to the amount
withheld shall be deposited with the Agency, or with a State or Federally Chartered Bank as the escrow
agent, who shall release such securities to Contractor following the expiration of thirty (30) days from the
date of filing of a Notice of Completion of the Work by Agency, unless such securities are to be withheld
by Agency to correct defective work or otherwise complete the contract or are subject to withholding by
Agency to satisfy stop notices or other calms and costs associated therewith.
The request for substitution of securities to be deposited with the Agency, or with a State
or federally Chartered Bank as escrow agent, shall be submitted on the foram entitled "Supplemental
Agreement No. Substitution of Securities for Funds Withheld", which, when executed by the
Contractor and the Agency; shall constitute a Supplemental Agreement forming a part of this Contract.
The Agency shall have thirty (30) days from receipt of any written request; properly completed and
signed by the Contractor and, if applicalble, accompanied by an escrow agreement in a form acceptable to
Agency, to approve said request and effect the substitution. Agency shall not unreasonably withhold
approval of said request. Agency shall determine the value of any security so deposited. Such
Supplemental Agreement, see Attachment A; and any escrow agreement shall provide for the release of
the securities to Contractor as set forth herein and shall also set forth the mamier in which Agency may
convert the securities or portions thereof to cash and apply the proceeds to the accomplishment of any
purposes for which moneys may be withheld and utilized as described in this Contract; including but not
limited to the completion of the contract, correction of defective work and the answering of any stop
notice claims and litigation cost thereof.
Securities eligible for investment under this Section shall be those listed in California
Government Code Section 16430 or bank or savings and loan certificates of deposit.
The Contractor shall be the beneficial owner of any securities substituted for moneys
withheld and shall receive any interest thereon.
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13. Contract Securi .Concurrently with the execution hereof, Contractor shall furnish: (l) a
surety bond in an amount equal to at least one hundred percent (100%) of the contract price as security for
the faith performance of this contract; and (2) a separate surety bond in an amount equal to at least one
hundred percent (l00%) of the contract price as secw-ity for the payment of all persons perfor~aing labor
and furnishing materials in connection with this contract in accordance with Section 4200-4208;
inclusive, of the Government Code of the State of California. Sureties on each of said bonds and the form
thereaf shall be issued b_y aCalifornia-admitted surety, satisfactory to the Agency and be approved by the
Engineer.
4. Hold-Harmless A_ rg Bement and Contractor's ]nsurance. Contractor agrees to; and shall.
hold Agency; its elective and appointive boards. officers, agents, and employees harmless from any
liability for damage or claims for damage for personal injury, including death, as ~,~ell as from claims for
property damage which may arise from Contractor's or any of Subcontractor's operations under this
Agreement, whether such operations be by Co~~tractor or by any Subcontractor or Subcontractors. or b_y
any one or more persons directly or indirectly employed by; or acting as agent for. Contractor or any
Subcontractor or Subcontractors. Contractor agrees to, and shall, defend Agenc}~ and its elective and
appointive boards; officers, agents, and employees from any suits or actions ai law or in equiry_ for
damages caused; or alleged to have been caused, by reason of any of the aforesaid operations- provided as
follows:
(A} The Agency does not. and shall not waive any rights against Contractor ~~~hich it
may have by reason of the aforesaid ho~~ld-harmless agreement; because of the acceptance by Agency, or
the deposit with Agency by Contractor; of any of the insurance policies hereinafter described in ?'aragraph
l5. "]nsurance" hereof.
(B} That tl7e aforesaid hold-harmless agreement by Co~~iractor shall apply to alt
damages ai;d claims for damages of every kind suffered, or alleged to have bee~~ suffered- by reason of
any of the aforesaid operations of Con~iractor or an}~ Subcontractor, regardless of ~~~hether or not such
i~~surance policies shall have been determined to be applicable to any of such damages or claims for
damages.
l5. h?surar.ce. The Contractor shall take out and maintain during the life of this Agreement
the following policies of insurance:
(A) Workers' Compensation and Em Ip Dyers' Liability ]nsurance providing full
statutory coverage.
In signing this Agreement, the Contractor makes the follo~~~ing certification- required by
Section l 86l of the Califon~ia Labor Code:
"l am a~~~are of the provisions of Section 3700 of the California Labor Code ~~~hich
require every employer to be insured against liability for Workers' Compensation
or to undertake self-insurancein accordance with the provisions of the Code; and l
will comply with such provisions before commencing the performance of the work
of this Agreement".
(B) Comprehensive General Liability ]nsurance.
Public Liability h~surau~ce (includes premises. elevator - if applicable. products;
completed operations. personal injury and contractual):
PageA-7of10
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(1) Bodily ]injury Liability.
$ 500,000 each person $1;000,000 each occurrence
(2) Property Damage Liability [includes XCU (explosion, collapse, and underground
damage); ~~~ater damage and broad form property damage or third party liabilityj:
$ 500,000 per occurrence
(C) Com__prehensive Automobile Liability Insurance (includes owned, non-owned.
and hired vehicles):
(l) Bodily li~jury Liability:
$ 500.000 per person $1,000,000 each occurrence
(2) Property Damage Liability:
$ 500.000 each occurrence
(D) ]t is agreed that the insurance required by Subsections B and C, in an aggregate
amount of not less than ONE M7LLlON F1VE }-]UNDRED THOUSAND DOLLARS ($1;500,000), shall
be extended to include as additional insured the City of South San Francisco, its elective and appointive
boards; commissions, officers, agents, employees, with respect to operations performed by the Contractor;
as described herein. Evidence of this insurance described above shall be provided to City upon execution
of this Agreement and shall be subject to approval of the City Attorney as to form, amount and carrier.
"1-he policy of insurance shall also contain a provision indicating that such insurance shall not be reduced
or cancelled except upon thirty (30) days written notice to City. ]n addition, the following endorsement
shall be made on said policy of insurance:
"The following are na~Y~ed as additional insured on the above policies: The City of South
San Francisco. its elective and appointive boards, officers, agents, employees."
"Notwithstanding any other provision in this policy, the insurance afforded hereunder to
the City of South San }=rancisco shall be primary as to any other insurance or re-insurance
covering or available to the City of South San Francisco, and such other insurance or
reinsurance shall not be required to contribute to any liability or loss until and unless the
approximate limit of liability afforded hereunder is exhausted."
The above requirements that the City be named as additional insured, that the insurance
shall be primary to any other; and that the insurance not be cancelled without notice, shall be provided in
the form of an endorsement signed by an authorized representative of the insurance company providing
coverage, who shall declare his or her authority to sign on behalf of the insurer.
l6. Proof of Carriaee of ]nsurance. Contractor shall furnish Agency through the Engineer;
concurrently with the execution hereof. with satisfactory proof of carriage of the insurance required and
that each carrier shall give Agency at least thirty (30) days prior notice of the cancellation or change of
any policy during the effective period of this contract.
17. Emergency Additional Time for Performance -Procurement of Materials. ]f, because of
war or other declared national emergency, the Federal or State government restricts; regulates or controls
PageA-8of10
P.14
the procurement and allocation of labor or materials, or both; and if solely because of said rest-iciions-
regulation or controls, Contractor is, through no fault of Contractor, unable to perform this agreement- or
the work is thereby suspended or delayed, any of the following steps may be taken:
(A) Agency may, pursuant to resolution of the Agency; grant Contractor additional
time for the performance of this agreement, sufficient to compensate in time, for said delay or suspension-
To qualify for such extension of time; Contractor; within ien (10) days of Contractor's
discovering, such inability to perform; shall notify the 1ngineer in writing thereof and give specific reason
therefore. Engineer shall (hereupon have sixty (60) days within which to procure such needed materials or
labor as is specified in this agreement, or permit substitution, or provide for changes in Work in
accordance ~~~iU~ other provisions of this agreement. Substituted materials, or changes in the Work- or
both- shall be ordered in writing by the Engineer and the concurrence of the Council shall not be
necessary. All reasonable expenses of such procurement incurred by the Engineer shall be defrayed by
Contractor- or
(B) if such necessary materials or labor cannot be procured tt-„ough legitimate
cham~els within sixty (60) days after the filing of the aforesaid notice; either party may, upon thirty (30)
days written notice to the other, terminate this agreement. In such event- the Contractor shall be
compensated for all work executed upon a unit or upon acost-plus ien percent (l0%) basis, ~~~hichever is
the lesser- Materials on the grow~d, in process of fabrication or in route upon tl;e date of notice of
termination specially ordered 'for the project and which cannot be utilized b_y Contractor- shall be
compensated for by Agency at cost; including Freight, provided that Contractor shall take all steps
possible to minimize this obligation; or
(C} Agency; by resolution, may suspend this agreement until the cause of inability is
removed; but for a period not to exceed (3Q) days. If this agreement is not cancelled and the i~~ability of
Contractor to perform continues; without fault on Contractor's part, beyond the time during wlEich the
agreeme~~t ima_y have bee3~ suspended, as herein provided, Agency may further suspend this agreemeni- or
either party hereto may. ~n~ithout incurring any liability. elect to declare this agreement terminated upon
the ground of impossibility of performance. In the event Agency declares this agreement terminated- such
declaration shall be authorized by the Agency, by resolution; and- ConUactor shall be notified in writine
thereof within five (5) days after the adoption. li; such event; the Contractor shall be entitled to
propof1ionate compensation at the agreement rate for such portion of the agreement as may have been
performed; or
(ll) Ag,ency may terminate this agreement; in which case Contractor shall be entitled
Io proportionate compensation at the al;reement rate for such portion of the agreement as ma}~ have been
performed. Such termination shall be authorized by resolution of the Agency. Notice thereof shall be
foi~hwith given in ~~~riting to Contractor and this agreement shall be terminated upon receipt by
Contractor of such notice. ]n the event of the termination in this subparagraph (D)- none of the covenants.
conditions or provisions hereof shall apply to the work not performed and Agency shall be liable to
Contractor only for the proportionate compensation last herein mentioned.
1 8. Provisions Cumulative..- The provisions of the Agreement are cumulative; and in addition
to and not in limitation of. any other rights or remedies available to Agency.
9. Notices. All notices shall be in writing and delivered in person or transmitted by certified
mail, postage prepaid.
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Notices required to be given to the Redevelopment Agency Board shall be addressed as follows:
City Clerk
City Hail, 400 Grand Avenue
South San Frai:cisco, California 94080
Notices required to be given to Contractor shall be addressed as follows:
Notices required to be given sureties of Contractor shall be addressed as follows:
Notices required to be given to the Escrow Agent of Contractor, if any. shall be addressed as
follows:
20. h~terpretation. As used herein, any gender includes each oilier gender, the singular
included the plural and vice versa.
IN WITNESS WHEREOF, two (2) identical counterparts of this Agreement, consisting of ten
(10) pages (being pages A-l through A-10), each of which counterparts shall for all purposes be deeir~ed
an original of said Agreement, Dave been du)y executed by the parties hereinabove named; on the day and
year first hereinabove writlen.
ATTEST:
CITY: City of South San Francisco.
a municipal corporation
Bv:
Krista Martinelli-Larson. City Clerk Barry M_ Nagel, Executive Director
CONTRACTOR:
ATTEST:
By:
(lf Contractor is an individual so state. Jf
Contractor is a Corporation; a corporate seal or
signatures of the President or Vice President and
the Secretary Treasurer are required).
Page A - ] 0 of l 0
P.16
ATTACHMENT A
ESCRGW AGREEMENT FOR
SECURITY DEPOSITS IN LIEU OF RETENTION
THIS ESCROW AGREEMENT is made and entered into by and between the City of South San
Francisco whose address is 400 Grand Ave.. P.O. [3ox 711. South San Francisco. CA 94083. hereinafter
referred to as "City" and -whose address is hereinafter
called "Contractor" and whose address is
.hereinafter called "F_scrow Agent."
For the consideration hereinafter se! forih_ the Owner. Contractor. and Escro~,v Agent agree as follows:
1. Pursuant to Section 22300 of the Public. Contract Code of the State of California, Contractor
has the option to deposit securities with Escrow Agent as a substitute for retention earnings required to be
withheld by Owner pursuant to the Construction Contract entered into between the O~~~ner and Contractor for
the in the amount of dollars
($ )dated (hereinafter refereed to as the "Contract')- Alternately. on written
request of the Contractor. the Owner shall make payments of the retention earnings directly to the Escrow
Agent. When the Contractor deposits the securities as a substitute for Contract earnings.. the Escrow Agent
shall notify the Owner within 10 days of the deposit The market value of the securities at the time of the
substitution shall be at least equal to the cash amount then required to be withheld as retention under the teens
of the Contract between the Owner and ConL-actor. Securities shall be held in the name of the. City of South
San Francisco. and shall designate the Contractor as the beneficial owner.
2. The Owner shall make progress payments to the Contactor for those funds ~~~hich otherwise
would be withheld from progress payments pursuant to the Contract provisions. provided that the Escrow
Agent holds sec~n-ities in the form and amount specified above.
3. When the t~wner makes payment of retentions earned directly to the Escro~~~ Agent. the
Escrow Agent shall hold them for the benefit of the Contractor until the time that the escrov/ created under this
contract is terminated. The ConVactor may direct the investment of the payments into securities. All terns and
conditions of this agreement and the rights and responsibilities of the parties shall be equally applicable and
binding when the Owner pays the Escrow Agent directly.
4. Contractor shall be responsible for paying all fees for the expenses incurred by Escrow Agent
in administering the Escrow Account and all expenses of the Owner. These expenses and payment terms shall
be determined by the Owner. Contractor. and Escrow Agent-
s. The interest earned on the securities or the money market accounts held in escrow and all
interest earned on that interest shall be for the sole account of Contractor and shall be subject to ~~~ithdrawal by
Contractor at any time and from time to time ~~~ithout notice to the Owner.
6. Contractor shall have the right to withdra~n~ all or any parr of the principal in the Escrow
Account onl}~ by written notice to Escrow Agent accompanied by written authorization from the Owner to the
Escrow Agent that Owner consents to the withdra~~~al of the amount sought to be ~~~ithdrawn by Contractor.
7. The Owner shall have a right to draw upon the securities in the evens of default by the
Contractor. Upon seven day`s written notice to the Escro~~~ Agent from the o~~~ner of the default. the Escro~~~
Agent shall immediately convert the securities to cash and shall distribute the cash as instructed by the O~~~ner.
Escrow Agreement-Page 1 of 3
P.17
8. Upon receipt of written notification from the Owner certifying that the Contract is final and
complete, and that the Contractor has complied with all requirements and procedures applicable to the
Contract, Escrow Agent shall release to Contractor all securities and interest on deposit less escrow fees and
charges of the Escrow Account. The escrow shall be closed immediately upon disbursement of alt moneys and
securities on deposit and payments of fees and charges.
9. Escrow Agent shall rely on the written notifications fro,n the Owner and the Contractor
pursuant to Sections (5) to (8), inclusive, of this Agreement and the Owner and Contractor shall hold Escrow
Agent harmless from Escrow Agent's release and disbursement of the securities and interest as set forth above-
10. The names of the persons who are authorized to give written notice or two receive written
notice on behalf of the Owner and on behalf of Contractor in connection with the foregoing. and exemplars of
their respective signatures are as follows:
On behalf of Owner
Title
Name
Signature
Address
On behalf of Escrow Aeeni:
Title
Name
Signature
Address
On behalf of Contractor:
Title
Name
Signature
Address
At the time the Escrow Agent is opened. the Owner and Contractor shall deliver to the Escrow Agent
a fully executed counterpart of this Agreement
Escrow Agreement-Page 2 of 3
P.1 8
]N WITNESS W}-3ERGOF, the parties have executed this Agreement by their proper officers on the
date first set forth above.
O~~mer:
Contractor:
Title Title
Name Name
Signature Signature
Approved as to form: Attest:
City Atton~ey Date City Clet-k Date
Escro~~~ Agreement-Page 3 of 3
P.19
GETIERAL PROVISIONS
T,AI3LE OF CONTENTS
SECTION Pale No.
SECTION I - DEFINITION OF TERMS Gp-~
SECTION II - PROPOSAL REQUIRIEMENTS GP-3
1. General Jnfonmation
2. Proposal Fonn
3. Bid Prices to Cover Entire Work
4. Examination of Plans, Specifications, Special Provisions and Site of Work
5. Proposal Guaranty
6. Rejection of Proposals Containing Alterations, Erasures or ]rregularities
7. Competency of Bidders -Proposal Requirements
8. Subcontractors
SECTION III -AWARD AND EXECUTION OF CONTRACT GP-5
1. Award o1 Contract
2. Return of Proposal Guaranties
3. Contract Bonds
4. Liability Insurance Required
5. Execution of COniraCll
SECTION IV -SCOPE OF WORK GP-6
1. Work to be Done
2. Safety Program
3. Removal of Obstructions
4. City Directed Change Orders
5. Alterations
6. Contractor Proposed Change Orders
7. All Change Orders
8. Change Order Pricing
9. Liability for Unapproved Change Orders
] 0. Change Order Disputes
SECTION V -CONTROL OF WORK GP-9
1. Authority_ of the Engineer
2. Conformity with Plans
3. Coordination of Plans; Specifications and Special Provisions
4. Conflict between Parts of Contract Documents
GP-i
P. 2 0
5. Interpretation of Plans and Specifications
6. Superintendence
7. Lines and Grades
8. Inspection
9. Removal of Defective and Unauthorized Work
] 0. Final Inspection
11. Record Drawings
] 2. Cost Reduction Incentive
SECTION VI - CO'VTROL OF MATIERIALS GP-14
1. Source of Supply and Quality of Materials
2. Defective Materials
i. Samples and Tests
4. General Materials and Substitutions Requirements
5. Storage or Disposal of Materials Outside of the Right of Way
6. Construction and Demolition Waste Management Plan (WMP)
SECTION VII -LEGAL RELATIONS AND RESPONSIBILITY GP-17
1 . Laws to be Observed
2. Trench Safely and Differing Subsurface Conditions
3. Hours of Labor
d. Review of Per Diem Rates
5. Prevailine Waee
6. Registration of Contractors
7. Pen~~its and Licenses
8. Patents
9. Contractor's Field Office
10. Utilities
11. Contractor Cooperation & Coordination
I2. Pubhe Convenience
l3. Public Safety
14. Preser~~ation of Property
15. Responsibility for Damage
16. Contractors Indemnities
I7. ConUactor's Responsibility for Work
1 8. Poilion of Work w]-iich may be Placed in Service
19. No Personal Liability
20. No Abroeation of Codes. Standards- La~~~s and Ordinances
21. Guaranty
22. General Safety Requirements
23. Fair Employment Provisions
24. Employment of Apprentices
SECTION VIII - PROSECUTION AND PROGRESS GP-29
I. Subcontracting
2. Assierm~ent
3. Time of Completion and Statement of Working- Days
4. Progress of the \\~ork and Time of Completion
GP-i i
P.21
5. Character of Worke;~s
6. Temporary Suspension of Work
7. No Contractor Damages for Avoidable Delays
8. ]mpact of Unavoidalble Delays
9. No Contractor Damages for Contractor Caused Delay
10. No Contractor Damages for Delay Not Caused by the City; Delay Contemplated by the
Parties; or other Reasonable Delay
1 1. Delays Caused by the City and/or ]ts Privities
J 2. Delay Claims
13. Contractor Coordination of the Work
] 4. Liquidated Damage~~,
15. Suspension of Contract
16. Communications
17. Audit and Examination of Records
18. Project Schedule
SECTION IX -MEASUREMENT ANI) PAYMENT GP-37
1. Measurement of Quantities
2. Progress Payments
3. Scope of Payment
4. Stop Notice Retention
~. Progress Payment Deductions
6. Acceptance of the Work
7. Finai Payment
8. Travel & Subsistence Payments
9. Notice of Potential Claim
0. Claims
1 1. False Claims Affidavit
12. Claims Processing and Review
t3. Extra Work
14. Force Account Work
GP-iii
P. 2 2
SECTION I
I~EI?INITION OF TERMS
1. Bidder. Any individual, Iron or corporation submitting a proposal for the work
contemplated, acting directly or through a duly authorized representative.
2. Calendar Day_ A calendar day shall be any day including al] legal holidays.
Saturdays, and Sundays.
3. Cit~>>. The Redevelopment Agency Board of the City of South San Francisco- State
of Califonva, acting through the City Council or other duly authorized agents.
4. Contract. The written agreement covering the performance of the work. "The
complete contract includes the Agreement for Public h»provements. the Notice
]wiling Bids, the proposal, plans, specifications.. contract bonds. a~;d all
supplemental agreements affecting the work.
5. Contractor. The person or persons; fine; partnership, corporation. or combination
thereof- private or municipal, who have entered info the contract with the Cans. or the
City's legal representative.
6. Engineer or Works Engineer. The duly appointed Engineer of the City of South San
Francisco, acting directly or tlti-ough properly authorized agents limited by the
particular duties entrusted to ti3em.
7. h~spector. The Inspector or h~spectors of the Engineer of the City of South San
Francisco, limited by the particular duties entrusted to them.
8. Notice of Award. Written notice from the City to the successful lowest responsive
and responsible bidder stating that upon compliance with all contract prerequisites
and conditions, the City will execute the Contract with that bidder for the Work.
9. Notice to Proceed. Written notice from the City to the Contractor setting a date on
which Contract time will star( and authori2in~ the Conb-actor to proceed with the
W or]<.
l 0. Plans. The drawings, or reproduction thereof. approved by the Engineer. pertaining
to the work-. and made a part of the contract, including City's Standard Drawings and
Caltrans' Standard Plans dated May 2006.
l l . Specifications. The infom~ation. directions.. provisions. and requirements pertaining
to the work, and contained herein including Special Provisions, Technical
Specif cations; General Provisions, those administrative subsections of CaJtrans-
Standard Specifications that are specifically referenced in this Contract and the non-
administrative sections (Sections ] 0 through 95) of Caltrans Standard
Specifications dated May 2006.
GP-11'.2 37
] 2. Superintendent of Streets. The Engineer (Ex-officio Superintendent of Streets) of the
City of South San Francisco; acting directly or through proper]y authorized agents.
13. The Work. The improvement; structure, project, or construction contemplated in
the contract, the furnishing of all necessary labor, materials; tools and other
devices- and the doing or performing by the Contractor of all things required to be
done for the fulfilment of the contract as provided therein.
l4. Working Day, A working day is defined as any day. except as follows:
a. Saturdays, Sundays and Legal Folidays;
b. Days on which the Contractor is prevented by inclement weather or
conditions resulting immediately There from adverse to the current controlling operation
or operations, as determined by the Engineer; fi-om proceeding with at least 75 percent of
the normal labor and equipment force engaged on such operation or operations for at least
60 percent of the total daily time being currently spent on the controlling operation or
operations;
c. Days on which the Contractor is prevented, by reason of requirements in
the "Maintaining Traffic and Working Hours" section of the Special Provisions; from
working on the controlling operatiion or operations for at least 60 percent of the total daily
time being currently spent on such controlling operation or operations;
d. The current controlling operation or operations are defined to include any
feature of the work (e.g.; an operation or activity, or a settlement or curing period;
considered at the time by the Engineer, which if delayed ar prolonged, will delay the time
of completion of the Work: or
e. Legal Holidays are defined as those holidays observed by the City of
South San Francisco as specified in the current Memorandum of Understanding (MOU)
between the City of South San Francisco and the American Federation of State, County
and Municipal Employees_ Local 1569, AFL-C1O; except that half holidays in the MOU
shall be considered full holidays under the Contract.
G]'-2 P-24~
SECTION II
PROPOSAL .REQUIREMENTS
1. General information. Sealed proposals, addressed to the City Council of
the City of South San Francisco, will be received by the Purchasing Officer and will be
publicly opened and read at the time and place stated in t]~e Notice to hwiting Bids.
Any bid may be withdrawn at any time prior to the hour fixed in the Notice
]nutting Bids for the opening of- the bids provided that a request in writing, executed by
the bidder or the bidder's duly authorized representative. for the withdrawal of such shall
not prejudice the right of a bidder to file a new bid.
2. Proposal Fonn. The City will fw-nish to each bidder a standard proposal
form. which, w1~en filled out and executed shall be submitted as their bid- Bids not
presented on forms so furnished may, in the City's sole discretion. be deemed non-
responsive and rejected on that basis.
Cn all bid items for which bids are to be received on a unit price basis, the unit
price for all items bid shall be sl~~own, as well as the extended price (wait price multiplied
by the number of units shown on the proposal form) for each bid item bid. }n the case of
any discrepancy between the extended price for any bid item bid, the unit price nultiplied
by the number of units spa}] prevail. In the event of any discrepancy between the total
contract amount and the sum of the extended prices of all items, the sum of the extended
prices of all items shall prevail.
The proposal shall set forth the item prices and totals. in clearly legible figures, in
the respective spaces provided and shall be signed by the bidder. who shall fill out all
blanks in the proposal form as therein required.
The bidder shall also fill out all blanks in the proposal forms for any alternative to
the project proposed by the City; failw-e to do so may, in the City's sole discretion. result
in the proposal being considered no~i-responsive acid rejected on that basis.
3. Bid Prices to Cover Entire Work. Payment for the work done under this
contract shall be as set forth on the Bidder's Sheet for Proposal. Bidder shall include the
entire cost of the work contemplated in the contract, as required by the plans, dra~~~ings..
specifications, Special Provisions. and General Provisions: and, furthermore. it shall be
understood and agreed that the cost of all labor; materials and equipment and all
incide~~tals expense of ~~~hatever nature necessary to complete the Work is included.
A~~y part of the Work which is not mentioned in the Specifications; and/or in the
Special Provisions, but is shown on the plans. or any part not shown on the plans but
described in the Specifications and/or in the Special Provisions, or any part not sho~~~n in
the plans nor described in the Specifications or Special Provisions.. but which is
reasonably implied by either; or is necessary or usual in the performance of such work-
shalJ be performed as incidental work; without extra cost to the City. by the Contractor as
if fully described in the Specifications or Special Provisions and shown on the plans- and
the expense thereof shall be included in the total bid.
GP-3P. 2 57
4. Examination of Plans, Specifications. Special Provisions. and Site of
Work. The bidder is required to examine carefully the site of and the proposal. plans,
specifications; and correct forms for the work contemplated, and it will be assumed that
the bidder l;as investigated and is satisfied as to the conditions to be encountered. as to
the character, quality; and quantities of work to be perfom~ed and materials to be
furnished, and as to the requirements of the specifications; the special provisions and the
contract. It is mutually agreed that submission of a proposal shall be considered prima
facie evidence that the bidder has made such examination.
The City will not be responsible for any loss or unanticipated cost incun-ed by the
Contractor as a result of the Contractor's failure to estimate in advance all conditions
pertaining to the Work, including underground facilities and sewers that may have to be
relocated.
5. Proposal Guaranty- All bids shall be presented under sealed cover and shall
be accompanied by cash; cashier's check, certified check, or bidder's bond. made payable to
the City of South San Francisco. for the amount equal to at least ten per cent (l0%) of the
amount of said bid; and no bid shall be considered unless such cash. cashier's check. or
certified check. or bidder's bond is. enclosed therewith.
G. Rejection of Proposals Containing Alterations. Erasures. or Irregularities.
Proposals may be rejected if they show any alterations of forn~, additions ~;ot called for.
conditional or alternative bids; incomp]ete bids, erasures; or irregularities of any kind.
7. Competency of Bidders -Proposal Requirements. Before entering into a
contract; the bidder shall satisfy ilhe City that he possesses adequate equipment and has the
necessary experience and forces to perform the Work in the manner set forth in these
specifications. He shall be a licensed Contractor in the State of California A City of South
San Francisco license will be required before the contract for the Work is signed by the City.
8. Subcontractors. ]Proposals shall comply with the Subletting and
Subcontracting lair Practices Act (Government Code Section 4100 et seq). Pursuant to
Section 4104 of said Act. bidder shall in the bid set forth:
a. The name and the location of the place of business of each sub-contractor
who will perform work or labor or render service to the prime Contractor in or about the
construction of the Work or improvement in an amount in excess of one-half of one
percent of the prime Contractor's total bid.
b. The portion of the Work; which will be done by each such subcontractor
under this Act. The prime Contractor shall list only one subcontractor for each of such
portions as is defined by the prime Contractor in the Contractor's bid.
GP-4 P. 2 61
SECTION III
AWARD AND EXECUTION OF CONTRACT
1. Award of Contract. The City reserves the right to reject any and a)1
proposals. The award of the contract. if it is awarded. will be to the lowest responsible
bidder; and will be made within sixty (60) calendar days after the opening of the proposal.
All bids will be compared on the basis of the Engineer's cost estimate.
2. Return of Proposal Guaranties. Within ten (]0) working days after the
execution of the Contract, the City will return the proposal guaranties accompanying the
proposals that are not to be considered in making the award. All other proposal guaranties
will be held until the contract has been finally executed_ after which they will be returned to
the respective bidders whose proposals they accompany.
3. Contract Bonds. The bidder to wham the contract is awarded shall execute
a performance bond satisfactory to the City for the Faithful perferma,~ce of the Work in a
sum equal to the amount of the contract.
~`~ pay~;,ent bond shall be fw-nished securing the claims of persons employed by
the Contractor and the claims of persons who fw-nish materials; supplies or equipment
used or consumed by the Contractor in the performance of the Work. This bond shall be
in a swn equal to the amount of the contract.
4. Liability ]assurance Required. See Section 14. "Hold-Harmless Agreement
and Contractor's ]nsurance'~ and Section 15. "h~surance" of the Agreement for Public
Services.
5. Execution of Contract. The contract shall be signed by the successful
bidder and returned, together with the contract bonds. within ten (10) working days; after
the bidder has received the Notice of Award. Failure 1o execute the conU-act and file
acceptable bonds within the specified time shall be just cause for the annulment of the
award and the forfeiture of the proposal guaranty.
GP-`P.277
SECTION IV
SCOPE OF WORK
1. Work to be Done. The work to be done consists of fijmishing all labor;
materials, methods or processes, implements, tools; and machinery; except as otherwise
specified, w}vch are required to construct and put into complete order for use the Work
described in the Special Provisions, and to leave the grounds in a neat condition.
2. Safety Program.
a. The Contractor shall conforn~ to the rules and regulations pertaining to safety
established by the California Division of lndustriaJ Safety and to all requirements as set
forth in the State of California Construction Safety Orders (CAL/OSHA), and in particular;
Article 3 of these Safety Orders, regarding Accident Prevention and safety meetings.
Within ten (10) working days following Notice of Award the Contractor must submit to the
City a copy of the Contractor's Safety Plan.
b. Full compensation for furnishing all labor; materials, tools and equipment
and doing all the work involved in this item of work as above specified, shall be
considered as included in the prices paid for the various contract items of work and no
additional compensation will be made therefore.
3. Removal of Obstructions. The Contract shall remove and dispose of all
structures, debris; or other obstructions of any character to the V~Jork to be performed.
4. City Directed Change Orders. The City may, at any time during the progress
of the Work, direct any amendments to the Work or any of the Contract Documents. Such
amendments shall in no way void~~ the Contract. but will be applied to amend the Contract
Price, if such amendments affect the Contract Price, the Project schedule (if such
amendments affect the Project schedule), or any other provision of the Contract Documents
based on a fair and reasonable valuation of the amendment in accordance wish this Section
FV.
5. Alterations. Subject to the provisions of Section 4-1.03; "Changes`- of the
Standard Specifications and unless otherwise specified; the City reserves the right to
increase or decrease the quantity of any item or portion of the Work or to omit portions of
the Work as may be deemed necessary or advisable by the Engineer; also to make such
alterations or deviations, additions to, or omissions from the plans and Specifications. as
may be determined during the progress of the Work to be necessary and advisable for the
property completion thereof. Upon written order of the Engineer, the Contractor shall
proceed with the Work as increased, decreased or altered.
When alterations in plans or quantities of work are ordered and performed; the
Contractor shall accept payment in full at the contract unit price for the actual quantities
of work done. No allowance will be made in any case for loss of anticipated profits.
Increased or decreased work involving supplemental agreements will be paid for as
stipulated in such agreements.
GP-6 P. 2 8'
6. Contractor Proposed Change Orders. The Contractor shall submit proposed
changes to the Engineer no later than 15 days before the proposed change.
7. All Change Orders. All change orders or amendments to Contract
Docwnents must be approved by the Engineer prior to the change or amendment and must
be evidenced by a writi~~g executed by authorized representatives of the City and the
Contractor. All change order proposals must specify any change in the Project schedule; or
any project milestone. including, but not limited to; the Tune for Completion; under the
change order. It is understood that change orders that do not specify a change in any
milestone, including, but not limited to; the Time for Completion; may be accomplished by
the Time for Completion then in effect.
8. Change Order Pricin .Change order pricing for all change orders; whether
additive, deductive. or both. will be governed by the following:
a. Prices specified in the Contract Docwnents will apply to cost impacts
involving items for which the Contract Docwnents specify prices.
b. Cost impacts involving items for which the Contract Documents do not
specify prices, charges or credits will be paid on a time and materials basis in accordance
with the following All costs listed in this Subsection (b) will constitute incidentals, full
compensation for w1~ic1~ will be deemed included in the markups for labor; material. and
equipment specified below, and no additional compensation for such cost impacts will be
allowed:
(1) Labor. The Contractor ~~~i11 be paid the cost of labor for workers
(including foremen when authorized by the Engineer); used in the actual and direct
performance of the work, ]plus a fixed mark up of ] 5% of such labor cost.
(2) Materials. Materials costs will be the direct costs for materials
actually exl;austed. consu;~med_ or entering pei-~~7anently into the Work. plus a fixed
markup of l 5°% of such direct materials costs.
(3) Equipment. All equipment used will be paid in accordance with the
established rates for equipment rental in the Contract Documents; plus a fixed
markup of l 0°% of each such equipment rates.
(4) Subcontractors. The Contractor will be paid the cost of
Subcontractors plus a fixed markup of 5%. The additional 5% markup shall
reimburse the Contractor :For additional administrative costs., and no other additional
payment will be made by reason of performance of the extra work by a
Subcontractor.
9. Liability For Unapd~roved Chan;?e Orders_ The Contractor will be solely
responsible for any and all losses.. costs; or liabilities of any kind incw~-ed by the Conll~actor..
any subcontractor engaged in the performance of the Work an_y party supplying material or
equipment for the Work or any third party that is/are retained pursuant to Contractor-
proposed change orders prior to issuance of an approved change order executed according to
the terms of this Section 1V. The Contractor shall have all of the obligations and the City
GP-7P. 2 97
will have all of the rights and remedies that are specified in these Contract Documents
concerning any work or resulting losses; costs; or liabilities pursuant to an unapproved
Contractor-proposed change order.
] 0. Chan e Order Disputes.
a. Disputed City-Directed Change Orders. if the Contractor disputes aCity-
directed change order following a reasonable effort by the City and the Contractor to resolve
the dispute, including, at a ~ninimum_ a meeting between appropriate representatives of- the
Contractor and the City, the Contractor must commence perforn~ing the Work consistent
with the disputed change order within five (5) working days of the last meeting between
representatives of the Contractor and the City to resolve the dispute; or within the time
specified in the disputed City-directed change order, whichever is later. In performing work
consistent with a disputed City-directed change order pursuant to this provision, the
Contractor will have all of the Contractor's rights concerning claims pursuant to the
Contract Documents and applicable law.
b. Disputed Contractor-Proposed Change Orders. if the City disputes a
Contractor-proposed change order, the City and the Contractor will use reasonable efforts
to resolve the dispute including. at a minimum, holding a meeting between appropriate
representatives of the Contractor and the City_ Regardless of and throughout any such
efforts to resolve the dispute, the Contractor must continue perfon,~ing the Work
irrespective of and unmodified by the disputed change order. In continuing to perforn~ the
Work; the Contractor will retain all of the Contractor's rights under contract or law
pertaining to resolution of disputes and protests between contracting parties. Disputes
between the City and the Contractor concerning any Contractor-proposed change order or
other amendment do not excuse the Contractor`s obligation to perform the Work in
accordance with the Contract Documents excluding such Contractor-proposed change
order or other amendment by the Time for Completion or waive any other Project
milestone or other requirement of the Contract Documents.
GP-8 P.30
SECTION V
CONTROL OF WORK
1. Authority of the En ineer. The Engineer shall decide any and all questions
which nay arise as to the quality or acceptability of materials furnished and work
perfon~~ed. and as to the maw~~er of performance and rate of progress of the Work; all
questions which may arise as to the interpretation of the plans and specifications; al]
questions as to the acceptable fUlfilhnent of the contract on the part of the Contractor; and all
questions as to compensation. The Engineer's decision shall be final and he shall have
authority to enforce and make effective such decisions and orders as the Contractor fails to
carry out promptly.
2. Coi~fomlity with Plans. Finished surfaces in al] cases shall conform to the
lines.. grades. cross-sections and dimensions shown on the approved plans.
3. Coordination of Plans, Specifications- and Special Provisions. These
specifications- general provisions.. special provisions; standard specifications, plans and all
supplementary documents are essential parts of the contract, and a requirement occun~ng in~
one is as binding as though occurring in a11. They are intended to be cooperative. to describe
and to provide for a complete work.
4. Conflict Between Parts of Contract Docwne?its. if there is any conflict
between the requirements of the various contract docwnents, the following shall be the order
of precedence (in order from higl~~est precedence to lowest):
a. Agreement for Public 1~-nprovements
b. Special Provisions
c. Teclll~ical Specifications
d. Drawings
e. Cite Standard Dra~~~ings
f. General Provisions
g. Standard Specifications
h. Standard Plans
5. lntei~retation of Plans and Specifications. Should it appear that the work to
be done or any matter relative thereto are not sufficiently detailed or explained in the these
specifications, plans; and the Special Provisions; the Contractor shall apply to the Engineer
well in advance of the time a clarif cation is needed for such further explanations as may be
necessary and shall conform to those explanations as part of the contract; so far as may be
consistent with the original specifications. The Engineer'sdecision regarding definitions or
clarifications will be fna1.
In the event of any discrepancy between any drawing and the figw-es written
thereon- the figures shall be taken as con-ect.
6. Superintendence. Contractor shall give personal superintendence to the work
on said improvements or have a competent foreman or superintendent. satisfactory to the
Engineer. at the ~~~ork site at al) times dw~ng progress with authont)~ to act for the Engineer.
GP-SP.317
Whenever the Contractor is not present on any part of the work site where it may be desired
to give direction, orders will be given by the Engineer; which shall be received and obeyed
by the Superintendent or foremen in charge of the particular work in reference to which the
orders are given.
7. Lines and Grades. Contractor shall be responsible to set ]fines and grades for
construction.
8. inspection. The Engineer shall at all times have access to the Work during
construction; and shall be furnished with every reasonable facility for ascertaining full
knowledge respecting the progress; workmanship, and character of materials used and
employed in the Work. Whenever the Contractor varies the period during which work is
carried on each day, he shall give due notice to the Engineer so that proper inspection
may be provided. Any work done in the absence of the Engineer will be subject to
rejection.
The inspection of the Work shall not relieve the Contractor of any o} the
Contractor's obligations to fulfilll the contract as prescribed. Defective work shall be
made good, and unsuitable materials may be rejected, notwithstanding the fact that such
defective work and unsuitable materials have been previously overlooked by the
Engineer and accepted or estimated for payment.
9. Removal of Defective and Unauthorized Work. All work; which has been
rejected, shall be remedied, or removed and replaced by the Contractor in an acceptable
manner and no compensation will be allowed for such removal or replacement. Any work
done beyond the lines and grades shov~~n on the plans or established by the Engineer; or any
extra work done without written authority will be considered as unauthorized and will not be
paid for. Work so done may be ordered removed at the Contractor's expense. Upon failure
on the part of the Contractor to comply forthwith with any order of the Engineer made under
the provisions of this article, the Engineer shall have authority to cause defective work to be
removed, and to deduct the costs fi-om any monies due or to become due the Contractor
} 0. Final inspection. ~JVhenever the Work provided and contemplated by the
contract shall have been satisfactorily completed and the }final cleaning up performed, the
Engineer will make the final inspection.
l 1. Record Drawings. The Contractor shall keep and maintain, on the job site;
one record set of Drawings. On these; the Contractor shall mark all project conditions,
locations, configurations, and any other changes or deviations which may vary liom the
details represented on the original Contract Documents, including buried or concealed
construction and utility features which are revealed during the course of construction.
Special attention shall be given to recording the horizontal and vertical location of all
buried uti}hies that differ from the locations indicated in the Contract Doewnents. Said
record drawings shall be supple~r~ented by any detailed sketches as necessary or directed
to indicate; fully; the work as actually constructed. These master record drawings of the
contractor's representation of as lbuilt conditions. including al] revisions made necessary
by addenda; change orders, and the like shall be maintained up to date during the
progress of the work.
GP-l QI'.3 27
In the case of those drawings which depict the detailed requirements for
equipment to be assembled and wired in the factory.. such as motor control centers and
the like, the record drawing shall be updated by indicating those portions which are
superseded by change order drawings or final shop drawings, and by including
appropriate reference information describing the change orders by number and the shop
drawings by manufacturer, drawing; and revision nwnbers.
Record drawings shall be accessible to the Engineer at all times during, the
consU-uction period and shall be delivered to the Engineer upon completion of the Work.
Final payment will not be approved until the Contractor prepared record dra~~~in~s
have been delivered to the Engineer. Said up to date record dra~~~ings may be in the form
of a set of prink with carefully plotted infon.~ation as approved by the Engineer. Upon
substantial completion of the Work and prior to final acceptance. the Contractor shall
complete and deliver a complete set of record drawings to the Engineer for transmittal to
the City.. ccnforming to the construction records of the Co~~tractor. phis set of dra«~ings
shall consist of corrected pla.rs showing the reported location of the Work. The
information submitted by the Contractor and incorporated by the F_ngineer into the
Record Drawings will be assumed to be reliable.. and the Engineer will not be responsible
for the accuracy of such information. nor for any en-ors or omissions that ma_y appear on
the Record Drawings as a result.
I2. Cost Reduction Incentive. The Contractor may submit to the E~~gineer. in
writing, proposals for modifying the plans, specifications or other requirements of the
contract for the sole purpose of reducing the total cost of construction. The cost reduction
proposal steal] not impair, in any ma~~~er, the essential functions or characteristics of the
project, including but not 1i~7~ited to service life. economy oI~ operation. ease of
maintenance. desired appearance. or design and safety standards. Cost reduction
proposals shall contain the follo,.~ing information:
a. A description of both the existing contract requirements for performing the
Work and the proposed changes..
b. An itemization of the contract requirements that must be changed if the
proposal is adopted.
c. A detailed estimate of the cost of perfonuing the Work under the existing
contract and under the proposed change. The estimates of cost shall be determined in the
same manner as if the Work were to be paid for on a force accow~t basis as provided in
Section IX-l4. "Force Account'~~Jork" of these General Provisions.
d. A statement of the time within which the Engineer must make a decision
thereon.
e. The contract items of work affected by the proposed changes. including
any quantity variation attributable thereto.
"The provisions of this section shall not be construed to require the Engineer to
consider any cost reduction proposal which may be submitted hereunder:. proposed
GP-I P.33~7
changes in basic design of a bridlge or of a pavement type will not be considered as an
acceptable cost reduction proposal; the City will not be liable to the Contractor for failure
to accept or act upon any cost reduction proposal submitted pursuant to this section nor
fcr any delays to the Work attributable to any such proposal. 1f a cost reduction proposal
is similar to a change in the plans or specifications, under consideratior, by the City for
the project, at the time said proposal is submitted or if such a proposal is based upon or
similar to Standard Specifications, standard special provisions or Standard Plans adopted
by the City after the advertisement for the contract, the Engineer will not accept such
proposal and the City reserves the right to make such changes without compensation to
the Contractor under the provisions of this section.
The Contractor shall continue to perform the Work in accordance with the
requirements of the contract until an executed change order; incorporating the cost
reduction proposal has been issued. }f an executed change order has not been issued by
the date upon which the Contractor's cost reduction proposal specifies that a decision
thereon should be made, or such other date as the Contractor may subsequently have
specified in writing. such cost reduction proposal shall be deemed rejected.
The Engineer shall be the sole judge of the acceptability of a cost reduction
proposal and of the estimated net savings in construction costs from the adoption of all or
any part of such proposal. In determining the estimated net savings, the right is reserved
to disregard the contract bid prices if in the judgment of the Engineer, such prices do not
represent a fair measure of the value of work to be performed or to be deleted.
The City reserves the right where it deems such action appropriate, to require the
Contractor to pay in part or wl-iole the City's costs of investigating a cost reduction
proposal submitted by the Contractor as a condition of considering such proposal. Where
such a condition is imposed; the Contractor shall indicate acceptance thereof in writing,
and such acceptance shall constitute full authority for the City to deduct amounts payable
to the City from any monies due or that may become due to the Contractor under the
contract.
if the Contractors cost reduction proposal is accepted in whole or in part. such
acceptance will be by a contrac~~ change order; which shall specifically state that it is
executed pursuant to this section. Such change order shall incorporate the changes in the
plans and specifications which are necessary to permit the cost reduction proposal or such
part of it as has been accepted to be put into effect, and shall include any conditions upon
which the City's approval thereof is based if the approval of the City is conditional. The
change order shall also set forth the estimated net savings in construction costs
attributable to the cost reduction proposal effectuated by the change order; and shall
further provide that the Contractor be paid 50 percent of said estimated net savings
amount. The Contractor's cost of preparing the cost reduction incentive proposal and the
City's cost of investigating a cost reduction incentive proposal, including any portion
thereof paid by the Contractor. shall be excluded from consideration in determining the
estimated net savings in construction costs.
Acceptance of the cost reduction proposal and performance of the work
thereunder shall not extend the time of completion of the contract unless specifically
provided for in the contract change order authorizing the use of the cost reduction
G P- } 2P. 3 4~
proposal. The amount specified to be paid to the Contractor in the ci;ange order which
effectuates a cost reduction proposal shall constitute full compensation to the Contractor
for the cost reduction proposal and the performance of the work thereof pursuant to the
said change order.
The City expressly reserves the right to adopt a cost reduction proposal for
genera] use on contracts adminis'~tered by the City when it determines that said proposal is
suitable for application to other contracts. When an accepted cost reduction proposal is
adopted for general use, only the Contractor who first submitted such proposal wil) be
eligible for compensation pursuant to this section; and in that case, only as to those
contracts awarded to the Contractor prior to submission of the accepted cost reduction
proposal and as to which such cost reduction proposal is also submitted and accepted.
Cost reduction proposals identical or similar to previously submitted proposals will be
eligible for consideration and compe.nsaiion under the provisions of this section if the
identical or similar previously submitted proposals ~~~ere not adopted for general
application to other contracts administered by the City. Subject to the provisions
contained herein, the City or any other public agency shall have the ~;ght to use all or any
part of any submitted cost reduction proposal without obligation or compensation of any
kind to the Contractor.
This Section V-l2, "Cost; Reduction Incentive'` of these General Provisions shall
apply only to contracts awarded t:o the lowest bidder pwsuant to competitive bidding.
GP-l_T'.357
SECTION VI
CONTROL OF MATERIALS
Source of SuLply and Quality of Materials. At the option of the Engineer the
sowce of supply of each of the material shall be approved by the Engineer before the
delivery is started. Only materials conforming to the requirements of these specifications
and approved by the Engineer shall be used in the Work. Materials used for the Work must
be new and of the quality specified. When not particularly specifed_ materials must be the
best of their class or kind. The Contractor must; if required; submit satisfactory evidence as
to the kind and quality of materials. n11 materials proposed for use may be inspected or
tested at any time during their preparation and use. After trial_ if it is found that source of
supply which have been approved) so not fmrnish a unifonm product or if the product from
any source proves unacceptable at. any time the Contractor shall ltirnish approved material
from other approved sources. No material_ which. after approval. has in any way become
unfit for use shall be used in the Work.
2. Defective Materials. X11 materia)s not conforming to the requirements of
these specifications shall be considered as defective and all such materials_ whether in place
or not; shall be rejected. They shall be removed inmmediately from the site of the Work;
unless otherwise permitted by the Engineer- No rejected material, the defects of which have
been subsequently con-ected, stall be used until approval in writing has been given by the
Engineer. Upon failure on the part of the Contractor to comply forthwith with any order of
the Engineer made under the provisions of this article_ the Engineer shall have authority to
remove and replace defective material and to deduct the cost of removal and replacement
from any monies due or to become due the Contractor.
3. Samples and Tests. Representative preliminary samples of the character
and quality prescribed shall be submitted by the Contractor or producer of all materials to
be used in the Work, for testing or examination as desired by the Engineer. All tests of
materials furnished by the Contractor shall be made in accordance with commonly
recognized standards of national organizations acid such special methods and tests as are
prescribed in these specifications.
The Contractor shall furnish such samples of materials as are requested by the
Engineer, without charge. Samples will be secured and tested whenever necessary to
determine the quality of material. Contractor shall notify City a sufficient time in advance
of the manufacture or production of materials to be supplied by Contractor under this
contract in order that City may an-ange for mill or factory inspection and testing of same.
Any materials shipped by Contractor from factory prior to having satisfactorily
passed such testing and inspection by City's representatives; or prior to the receipt of
notice from such representative that such testing and inspection will not be required_ shall
not be incorporated on the job of said improvements.
Contractor shall also furnish City; in triplicate. certified copies of all required
factory and mill test reports.
GP-14P.36~
4. General Materials and Substitutions Requirements.
a. 1f the Contractor submitted complete information to the Engineer for
products proposed as equals in accordance with the bid package, and the City approved
such products proposed as equals in writing., the Contractor may either furnish such
products approved as equals.. or furnish the products listed by manufacturer name, brand
or model number in the Tec}mica] Specifications or Project Plans. The City retains the
right; in its sole discretion. to accept or reject a~;y other proposed substitution. To be
considered; proposals concerning products proposed as equals must include sufficient
information to permit the City to determine ~~~hether the products proposed as equals will
satisfy the same performance requirements as products listed by manufactw-er's name;
brand or model number- Such performance requirements may include, but are not limited
to, size; strength.. fm~~ction. appearance. ease of maintenance and repair, and useful life
requirements. if the City does not accept a proposed substitution. the Contractor muss
furnish the product specified in the Technical Specifications or Project Plans for the
Contract Price, regardless of wi~~ether the product is specified by manufacturer's name,
brand or mode] nw>>ber. or otherwise.
b. During the performance of the Work.. all materials must be neatly stacked,
properly protected from the weather and other adverse impacts, and placed so as to avoid
interference with efficient progress of the Work, with other activities of the City, or with
the use of existing City facilities by the pub}ic. Materials may not be stored in a manner
that presents a safety hazard or a nuisance. All materials must be delivered so as to ensure
efficient and uninterrupted progress of the Work Materials must be stored so as to cause
no obstructio~a and so as to prevent overloading of any portion of the Work. The
Contractor will be responsible for damage or loss of materials delivered to and/or stored
at the work site due to weather or other causes. Tlae Contractor must promptly remove
from the work site all materials re}ected by the City or its representatives as failing to
conform to the requirements of the Contract Documents. whether such non-conforming
materials have been incorporated in the Work or not. )}'the City or its representatives so
direct. the Contractor must promptly replace and re-execute work performed by the
Contractor and order the replacement and re-execution of work performed by
subcontractors using non-conforming materials with materials that satisfy the
requirements of the Contract Documents without expense to the City. The Contractor will
bear the expense of making good all work destroyed or da~a~aged by such removal. The
Contractor will have all of the obligations and the City will have all of the rights and
remedies that are specified in this section concerning any failure by the Contractor to
replace or re-execute work using non-conforming materia}s_ and/or to make good all
work destroyed or damaged by such removal and/or execution.
c. if any portion of the Work done or material furnished under this Contract
proves defective and not in accordance with the Project Pans or Technical
Specifications, and if the Engineer deten~~ines that .the imperfection of the same is not of
sufficient magnitude or importance to make the Work dangerous or undesirable, or if the
remova} of such work.. is impractical or will create conditions which are dangerous or
w~desirable, the Engineer may retain such work- instead of requiring the imperfect work
to be removed and reconstructed. and make such deductions therefore in the payments
due or to become due the Contractor as are just and reasonable.
GP-l P.37f7
5. Storage or Disposal of Material Outside the Public Right of Way. if the
Contractor stores or disposes of material outside of the public right of way, and the City
has not made arrangement for storage or disposal of the material, the Contractor shall
lust obtain written authorization from the property owner on whose property the storage
or disposal is to be made and the Contractor shall file with the Engineer the authorization
or a certified copy thereof together with a written release from the properly owner
absolving the City from any and all responsibility in connection with the storage or
disposal of material on the property. Contractor must also obtain ary necessary permits,
licenses and environmental clearances to store or dispose of material on private property.
Before any material is stored or disposed of on private property, the („ontracior shall
obtain written permission ]rom the Engineer to store or dispose of the material at the
location designated in the authorization. if the Contractor elects to store or dispose of
material subject to this paragraph, the Contractor shall pay those charges that are
provided for in the agreement bet~Neen the owner and the Contractor.
Where the City has made arrangements with owners of land in the vicinity of a
project for the storage or disposal of materials on a private owner's property, the
arrangements are made solely for the purpose of providing all Bidders an equal
opportunity to store or dispose of the materials on the property. Bidders or Contractors
may, upon written request inspect the documents evidencing the arrangements between
property owners and the City. The Contractor may; if the Contractor so elects, exercise
any rights that have been obtainedl. if the Contractor elects to store or dispose of materials
on private property subject to this paragraph; the use of the private property shall be
subject to the terms, conditions; and limitations of the arrangement made between the
property owner and the City and the Contractor shall pay those charges that are provided
for in the arrangement made by the City with the property owner; and deductions will be
i;~ade from any moneys due or that .may become due the Contractor under the Contract
sufficient to cover the charges for the material stored or disposed of.
When material is stored or disposed of as provided in this section; and the storage
or disposal location is visible from public view, the Contractor shall store or dispose of
the material in a neat and uniform manner to the satisfaction of the Engineer. Material
storage as used in this section also includes vehicle parking.
6. Construction and Demolition Waste Management Plan (WMP). 7,he City
is mandated by the State of California to divert 50% of all solid waste from landfills
either by reusing or recycling. To help meet this goal; a City ordinance requires
completion of a solid waste management plan (WMP) for covered building and public
works projects. The WMP shall identify how at least 50% on non-inert project waste
materials and l 00% inert materials (50/] 00) will be diverted from the landfill through
recycling; reuse and/or salvage. ">-'he Contractor shall submit and implement an approved
WMP as indicated in the Special Provisions.
G P- l 6P. 3 8~
SECTION VII
LEGAL RELATIONS AND RESPONSIBII~ITY
1. Laws to be Observed. The Contractor shall stay fully infon~~ed of all
existing and future State and National Laws, including al} provisions of Section 1776 of
the Labor Code; and Municipal Ordinances and Regulations which in any mam~er affect
those engaged or employed in the Work, or the materials used in the Work, or which in
any way affect the conduct of t1-ie Work; and of all such orders and decrees of bodies or
tribunals having any jw-isdiction or authority over the same. He shall at all times observe
and comply with all such existing and future laws; ordinances, regulations, orders and
decrees. In addition. the Contractor shall meet all standards of the State and Federal
Government for air; ~~~ater and noise pollution. The Contractor shall inform the City of
the location of the records enumerated under Section ] 776(a) of the Labor Code.
including the street address. city and county, and shall within five working days. provide
a notice of a change of location and address.
if there is any conflict between these specifcation and provisions a;;d any ]aws or
regulations. the matter shall be brought to the attention of the Engineer irrnnediately. All
neeessa~y permits or approvals from any involved agency shall be obtained by the
Contractor before any work is started.
2. Trench Safet and Differing Subsurface Conditions.
a. Exca~%ation More Than Four Feet Deep. h~ accordance with California
Public Contract Code Section "7104. if work involves excavation more than four feet
deep; tl;e Contractor ~~~ust promptly ~~otify tl;e City in writing before any of the folio«~ing
are distw-bed: any material that t1~e Contractor believes may be material that is hazardous
waste. as defined in Section 25l l7 of the Health and Safety Code. that is ree~uired to be
removed to a Class 1. Glass ll. or Class l11 disposal site in accordance with provisions of
existing law: any subsurface or latent physical conditions at the work site different from
those indicated; or any unknown physical conditions at the work site of any unusual
nature, different materially from those ordinarily encountered and generally recognized
as inherent in work of the character provided for in the Contract Documents. The City
will promptly investigate any such conditions for which notice is given. if the City finds
that the conditions do materially differ.. or do involve hazardous waste, and cause a
decrease or increase in the cost or time of performance of the Work.. the City will issue a
change order pursuant to Section lV-4; "City Directed Change Orders" of these General
Provisions. if a dispute arises bet~~~een the City and the Contractor concerning whether
the conditions materially differ. or involve hazardous ~~~aste; or cause a decrease or
increase in the cost or time of performance; the Contractor shall not be excused from any
completion date provided in the Contract Docw~~ents. but shall proceed with all work to
be performed under the Contract Documents. The Contractor shall retain any and all
rights provided either by contract or by )aw pertaining to the resolution of disputes and
protests between the contracting parties.
b. Excavation of Five Feet or More. h~ accordance with California Labor
Code Section 6705. if this contract exceeds $25.000 in cost and involves excavation five
GF-17.3917
or more feet deep must submit for the City's acceptance, prior to excavation, a detailed
plan showing the design of shoring, bracing, sloping, or other provisions to be made for
worker protection from the hazard of caving ground during the excavation of such trench
or trenches. No trench safety plan shall be less effective than that required by the
Construction Safety Orders and ocher mandates of the Division of Occupational Safety
and Health. If the plan varies from the shoring system standards established by the
Construction Safety Orders and other applicable mandates; it must be prepared by a
licensed civil or structural engineer. Acceptance by the City of the detailed trench safety
plans submitted is only an acknowledgement of the submission and does not constitute
review or approval of the designs; design assumptions; criteria; completeness,
applicability to areas of intended use. or implementation of the trench safety plans, which
are solely the responsibility of the Contractor and the Contractor's Licensed Engineer.
3. Hours of Labor. The Contractor shall forfeit, as penalty to the City of South
San Francisco, fifty dollars ($50) for each worker employed in the execution of the contract
by the Contractor or by any subcontractor under the Contractor for each calendar day during
which any worker is required or per-,;,itted to labor more than eight (8) hours in violation of
the provisions of the Labor Code and in particular; Section 18l 0 to Section ] 81.6 thereof
inclusive.
4. Review of Per Diem Rates. Reference is hereby made to the prevailing rate
of per diem wages adopted by the City Council of the City of South San Francisco in
accordance with Labor Code Sectiom ] 770 et seq.; copies of which are on file in the office of
the City Clerk and the Off ce of the Engineer; City Hall; South San Francisco, California,
and available for inspection by interested parties. If a petition is filed in accordance with
Labor Code Section 1773.4 calling for a review of the rates as so established, the closing
rate for the submission of bids or the star) of work, whichever is applicable shall be extended
as in such section provided; and the determination made by the Director of Industrial
Relations shall be deemed inc)uded in the contract for this Work.
5. Prevailine Wage. The wages to be paid for a day's work to all classes of
laborers, workmen; or mechanics on the work contemplated by this contract; shall be not
less than the prevailing rate for .a days work in the same trade or occupation in the
locality within the state where the ~~rork hereby contemplates to be performed as
determined by the Director of lndustria] Relations pursuant to the Director's authority
under Labor Code Section 1770 et seq. Each laborer; worker or mechanic employed by a
Contractor or by any subcontractor shall receive the wages herein provided for. The
Contractor shall pay fifty dollars ($50) 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 Contractor to each worker.
The City will not recognize any claim for additional compensation because of the
payment by the Contractor for any wage rate in excess of prevailing wage rate set forth in
the contract. The possibility of wage increases is one of the elements to be considered by
the Contractor in determining, the Contractors bid, and will not; under any circumstances
be considered as the basis of a claimm against the City on the contract.
GP-18 P.40'
NOTE: An en-or on the part of an awarding body does not relieve the Contractor from
responsibility for payment of the prevailing rate of per diem wages and penalties pursuant
to Labor Code Sections l 770-] 775.
a. Posting of Schedule of Prevaili~;g Wage Pates and Deductions. if the
schedule of prevailing wage rates is not attached hereto pw-scant to Labor Code Section
1773.2, the Contractor 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 Contractor and subcontractor shall keep an accw-ate
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 Contractor in connection with the public work. Such records shall be
ce~lifies and submitted weekly as required by Section 7-1.OlA(3)_ "Labor Code
Requirements" of the Standard Specifications and as required by Labor Code Section 1776.
6. Registration of Contractors. Before submiriing bids; Contractors shall be
licensed in accordance with the provisions of the State Contractors' License La~~~. Business
and Professions Code 7000 et seq.. as a3mended.
7. Permits and Licenses. The Contractor shall procure all permits and licenses.
pay all charges and fees, a;;d give: all notices necessary and incidental to the due and lawful
prosecutio~~ of the Work. A City of South San Francisco Business License will be required
before the contract is signed b_y the Ciry.
8. Patents. The Contractor shall asswne all costs arising tiom the use of
patented materials- equipme~~t, services, or processes used on or incorporated in the Work
and agrees to indemnil}~ and save harmless the City of South San Francisco- the City
Council, and the Engineer, and their duly authorized representatives, for all suits at la~~%, or
actions of every nature for. or on account of the use of any patented zmaterials, equipment-
services. or processes.
9. Contractor's Field Office.
a. The Contractor au~d the Contractor's subcontractors may maintain such
office facilities within or near the project area as are necessary for the proper conduct of the
Work. The locations for such office facilities shall be as approved by the Engineer. Before
or dw-ing this contract.. should the Contractor desire a new or different location. he shall
apply to the Engineer for the cha~~~ge of locations and shall only make such change with the
approval of the Engineer. All office facilities used by the Contractor and/or its privities must
conform to al] applicable codes. ordinances and regulations. The cost of such facilities ~~~ill
be paid fi-om and included in the Contact Price.
b. The City and its authorized representatives will at all reasonable times while
such office facilities are located at the work site (including; at a minimum.. all times during
which the Work is performed), have access to any such work site office facilities used by the
GP-1'P.4 ll7
Contractor and/or its privities. With respect to the right of access of the City and its
authorized representatives, neither the Contractor nor its privities ~.vill have a reasonable
expectation of privacy pursuant to the Fourth Amendment to the United States Constitution
or other applicable law concerning such Work site off ce facilities used by the Contractor
and/or its privities. ~JVithout excerption, any and all Project related materials located at such
work site facilities will be deemed at all times to be City property subject to inspection and
copying by the City and its authorized representatives at all reasonable times while such
facilities are located at the work site (including at a minimum. all times during which the
Work is performed). flny interference by the Contractor or its privities with the City~s rights
of access and/or ownership pursuant to this section will constitute a material breach of the
Contract subject to any and all remedies available pursuant to the Contract Documents and
at law and equity.
l0. Utilities. The location in public streets of pipes, conduits and other
underground facilities of the public utility companies and of the Ciiy may not be indicated
on the plans. Bidders are instructed to apply to companies and Cily departments concerned
for any inforn~ation, which may be needed concerning utilities.
l 1. Contractor Cooperation & Coordination. The Contractor is advised that other
construction and mai~~tenance work may be performed by local utility companies. the City
and/or their contractors in the project area concurrent with work perforn~ed wider this
contract. The Contractor shall be responsible for contacting the various utility companies to
ascertain the times when such other work will occur and schedule the Contractor s ~~.~ork in
coordination with others such that no delays shall occur in the Contractors work schedule or
in others who are working in the area. Failure on the Contractor's part to coordinate with
others in overlapping work areas, shall not be the basis for any claims against the City,
additional compensation ror extension of time. 7n addition, the Contractor shall be solely
responsible for any claims made against the City by others as a result of the Contractor's
lack of coordination. This shall include businesses and 'Homeowner's adjacent to the project
area.
l2. Public Convenience. The Contractor shall so conduct the Contractor's
operations as to cause the ]east possible obstruction and inconvenience to public traffic.
Where work is being done on existing public roads or streets. and no detours are
available, all traffic shall be permitted to pass through the work v`~ith as little
inconvenience and delay as possible.
Due to the need to accommodate and minimize inconvenience to the public,
unless expressly specified or approved in writing by the Engineer; no road closures will
be permitted. Public vehicular and pedestrian traffic must be allowed to travel through the
work area with an absolute minimum of interruption or impedance unless otherwise
provided for in writing by the Engineer. The Contractor must make provisions for the
safe passage of pedestrians around the area of work at all times.
Residents affected by construction must be provided passage and access through
the work area to the maximum extent possible. Where existing driveways occw- on the
street, the Contractor must make provisions for the trench crossings at these points.. either
by means of backfi)l or by temporary bridges acceptable to the Engineer. so that the
length of shut-down of any driveway is kept to a minimum. In addition. all driveways
GP-2CP.4 27
must be accessible at the beginning and end of each work day_ and no driveway or
property access may be closed for more than four (4) hours during the ~~~ork day. Access
to driveways, houses, and buildings along the road or street must be as convenient as
possible and well maintained, and all temporary crossings must be maintained in good
condition. To minimize the need for and complexity of detours. not more iha~3 one
crossing or street intersection or road may be closed at any one time without the written
approval of the Engineer.
Except as otherwise provided by the Engineer. the stockpiling or storing of
material in City streets or right of ways shall be prohibited. Where the contractor has
received Engineer approval; all such materials must be piled or stored in a manner that
will not obstruct sidewalks; driveways; or pedestrian crossings. Gutters and drainage
channels must be kept clear and unobstructed at all times. A11 such materials steal] be
stored and handled in a manner that protects City streets; sidewalks. or other facilities
fiom damage.
`Throughout performance of the Work. the Contactor must construct and
adequately maintain suitable and safe crossings over U~enches and such detours as are
necessary to care for the public and private trai~ic at all times including Saturdays..
Sundays, and holidays.
~'Vater shall be applied as directed the Engineer for the prevention of dust
nuisance in connection with public convenience. No additional payment will be made for
applying water for the prevention of dust.
The Contractor shall be responsible for keeping all emergency services. il~cluding
the South San Francisco police and fire departments informed of~ obstructions to. or
detours around a~.y public or .private roads caused by reasons of the Contractor`s
operators
"The Cont-acior must comply with the State of California, Department of
Transportation Manual of warning signs, lights; and devices for use and performance of
work within the jab site.
No work shall begin before 7:00 a.m. nor continue after 5:00 p.m- Monday
through Friday, nor shall any work be done on weekends or holidays observed by the
City of South San Francisco unless approved in advance by the Engineer-
The fact that rain or otl-~er causes, either within or beyond the control of the
Contractor, may force suspension or delay of the Work. shall in no way relieve the
Contractor of Contractor's responsibility of maintaining traffic through the Project and
providing local access as specified in this section. The Contractor must. at all times. keep
on the job such materials, force. and equipment as may be necessary to keep roads. streets
and driveways within the Project open to traffic and in good repair and shall expedite the
passage of such traffic.. using such force and equipment as may be necessary.
Full compensation for furnishing all labor, materials. tools and equipment and
doing. a]1 the work involved in this item of work as above specified. shall be considered
GP-2 P. 4 317
as included in the prices paid for the various contract items of work and no additional
compensation wilt be made therefore.
} 3. Public Safety. The Contractor shall furnish, erect, and maintain such
fences, barriers, lights, signs and watchmen as are necessary to give adequate warning to
the public at al) times that the Work is under construction and of any dangerous
conditions to be encountered as a result thereof At any and all points along the Work
~~~here the nature of construction operations in progress and the Contractor's equipment
and machinery in use is of such character as to endanger passing traffic, the Contractor
shall provide such lights and signs and station such guards as may appear necessary to
prevent accidents and avoid damage or injury to passing traffic.
No material or equipment shall be stored where it will interfere with the free and
safe passage of public traffic. At the end of each days work and at other times when
construction operations are suspended for any reason, the Contractor shall remove all
equipment and other obstructions from that po~~tion of the roadway open for use by public
traffic.
Full compensation for furnishing all labor; materials, tools and equipment and
doing all the work involved in this item of work as above specified, shall be considered
as included in the prices paid for the various contract items of work and no additional
compensation will be made therefore- Should the Contractor fail to provide public safety
as specified, or if, in the opinion of the Engineer, the warning devices furnished by the
Contractor are not adequate, the City may place any warning lights cr barricades or take
any necessary action to protect or warn the public of any dangerous condition connected
with the Contractor's operations and the Contractor will be liable to the City for_ and the
City may deduct from amounts due or that may become due the Contractor under the
Contract; all costs incurred including, but not limited to, administrative costs.
Nothing in this section will be construed to impose tort liability on the City or
Engineer.
l4. Preservation of Property. Roadside trees and shrubbery that are not to be
removed, and pole lines, fences; signs, survey markers and monuments; buildings and
structures. conduits, pipe lines under or above ground, sewer and water lines. all street
facilities; and any other improvements or facilities within or adjacent to the Work shall be
protected from injury or damage. ]f such objects are injured or damaged by reason of the
Contractor's operations; they shall be replaced or restored, at the Contractor's expense, to
a condition as good as when the Contractor entered upon the Work or as good as
required by the specifications accompanying the contract; if any such objects are a part of
the Work being performed under the contract.
The Contractor shall examine all bridges, culverts and other structures on or near
the Work, over which he will move the Contractor's materials and equipment, and before
using them, the Contractor shall properly strengthen such structures; where necessary.
The Contractor will be held responsible for any and all injury or damage to such
structures caused by reason of the Contractor's operations.
GP-22P.447
The fact that any such pipe or other underground facility is not shown upon the
plans shall not relieve the Contractor of the Contractor's responsibility under this article.
It shall be the Contractors' responsibility to ascertain the existence of any undergrow~d
improvements or facilities; which may be subject to damage by reason of the Contractor's
operations, and if ii is necessary to lower such underground facility or encase it to protect
it from damage, it shall be done at the Contractor's expense-
] 5- Responsibility for Damage. The City of South San Francisco. the City
Council or the Engineer shall not be answerable or accountable in any manner, for any
loss or damage that may happen to the Work or any part thereof; or for any of the
materials or other things used ~or employed in performing the Work; or for injury or
damage to any person or persons; either workmen or the public; or for damage to
adjoining property from any cause whatsoever during the progress of the Work or at any
time before final acceptance.
l6. Contractor's h~demnities.
a. The Contractor will take all responsibility for the Work, and will bear all
losses and damages directly or indirectly resulting to the Contractor, any subcontractors
engaged in performance of the VJo..k, the City, its officials.. officers, employees, agents;
volunteers and consultants; and to third parties on account of the performance or
character of the Work, unforeseen difficulties, accidents. or occun-ences of other causes
predicated on active or passive negligence of the Contractor or of any subcontractor
engaged in performance of the Work. To the fullest extent permitted by law the
Contractor will indemnify.. defend and hold harmless the City. its officials_ officers.
employees, agents, volunteers and consultants from and against any or all loss. liability.
expense., claims; cents (including costs of defense); suits.. and damages of every kind,
nature and description (including., but not ]i~mited to, penalties resulting ]tom exposure to
hazards in violation cf the California Labor Code) directly or indirectly arising front the
performance of the Work ("Claims").
b. The Contractor will indemnify, defend and hold harmless the City, the
City's officials, officers; employees, volw~teers; agents and the Engineer and Architect
for all liability on account of any patent rights.. copyrights, trade names or other
intellectual property rights that may apply to the Contractor's performance of the Work-
The Contractor will pay alJ royalties or other charges as a result of intellectual properly
rights that may apply to methods; types of consU-uction, processes, materials, or
equipment used in the perforn-iance of the Work. and will fw-Wish written assurance
satisfactory to the City that any such charges have been paid.
c. The Contractor assumes all liability for any accident or accidents resulting
to any person or property as a result of inadequate protective devices for the prevention
of accidents in com~ection with the performance of the Work. The Contractor will
indemnify, defend. and hold harmless the City and its officials, officers.. employees.
agents, volunteers and consultants from such liability.
d. Approval of the Contractors certificates of insw-ance and/or endorsements
does not relieve the Contractor of liability under this provision. The Contractor will
defend. with legal counsel reasonably acceptable to the City. any action or actions fi)ed in
GP-2_P.4 547
connection with any Claims and will pay all related costs and expenses; including
attorney's fees incurred. 7-he Contractor will promptly pay any judgment rendered against
the City, its officials. officers, employees.. agents. volunteers or consultants for any
Claims. In the event the City, its officials. officers. employees, agents, volunteers or
consultants is made a party to any aetion~ or proceeding tiled or prosecuted against
Contractor for any Claims. Contractor agrees to pay the City., its officials; officers,
employees, agents; volw~teers and consultants any and all costs and expenses incurred in
such action or proceeding, inc]ud;ing but not limited to. reasonable attorneys' fees.
e. The Contractor v~ill indemnify, hold harmless and defend with legal
counsel reasonably acceptable to the City the City and its officials, ol~icers. employees,
agents and volunteers from and against any and all Claims related to damage to surface or
w~derground facilities caused by the Contractor or any of the Contractor's privities or
agents.
f. "The Contractor will indemnify; hold harmless and defend with legal
counsel reasonably acceptable to the City the City and its ofiiciats, officers. employees,
agents and volunteers from and against any and all Claims; including any fines or other
penalties, related to failure of they Contractor and/or privities or agents of the Contractor
to comply with the requirements of the State of Californians National Pollution Discharge
Elimination System General Permit or to implement the project specific Storm Water
Pollution Protection Plan (SWPPP) in accordance with the Technical Specifications. The
City may withhold from amounts due or that may become due the Contractor under this
Contract amounts that equal or are estimated to equal the amount of Claims, including
fines, resulting from failure of the Contractor and/or privities or agents of the Contractor
to comply with the requirements of the General Permit. or to implement the SWPPP in
accordance with the Technical Specifications.
g. ]n accordance with California Civil Code Section 2782(a), nothing in the
Contract will be construed to indemnify the City for its sole negligence; willful
misconduct, or for defects in design furnished by City. In accordance with California
Civil Code Section 2782(b), nothing in the Contract will be construed to impose on the
Contractor or to relieve the City from liability for the City-s active negligence. By
execution of the Contract Documents the Contractor acknowledges and agrees that the
Contractor has read and understands the insurance and indemnity requirements of the
Contract Documents; which are material elements of consideration.
l7. Contractor's Responsibility for Work. L-xcept as provided above, until the
formal acceptance of the Work by the City, the Contractor shall have the charge and care
thereof and shall bear the risk of injury or damage to any part thereof by the action of the
elements or from any other cause, whether arising from the execution or from the
non-execution of the Work. The Contractor shall rebuild. repair. restore, and make good
all injuries or damages to any portion of the Work occasioned by any of the above caused
before its completion and acceptance and shall bear the expense thereof. except for such
injuries or damages as are directly and proximately caused by acts of the Federal
Government or the public enemy.
In case of suspension of work from any cause whatever. the Contractor shall be
responsible for the work as above specified and he shall also be responsible for all
GP-24P.4 6~
materials delivered to the Work including materials for which he has received partial
payment.
l 8. Portion of the Work. Which May be Placed in Service. If desired by the City
of South San Francisco., the Wor):, as completed; may be placed in sewice- The Contractor
shat) give proper access to the Work for this pw-pose but such use and operations shall not
constitute an acceptance of the Work. and the Contractor shall remain liable for defects due
to faulty construction_ material and/or ~%orkmanship.
l9. No Personal Liabih~t>>. Neither the Engineer nor the City Council, nor any
other officer or authorized assistant or agent shall be personally responsible for any liability
arising under the contract.
20. No Abrogation of_ Codes_ Standards. Laws and Ordinances. The Contractor
and all subcontractors engaged in the perfom~ance of~ the Work must confom~ to the
following specific rules and regulations as well as all other laws, ordinances, rules and
regulations that apply to the Work- Nothing. in the General Provisions or plans is to be
constT-ued to permit Work not confo~z»ing to these codes:
• National Electricaa Safety Code, U. S. Department of Commerce
National Board of Fire Under~~~riters' Regulations
California Building Standards Code as adopted by the City
Manual of Accident Prevention in Constriction. latest edition. published by
A.G.C. of America
h~dustrial Accider.~t Com~~~ission's Safet}~ Orders. State of California
a Regulations of tl-~e State Fire Marshall (Title I9, Califon~ia Code of
Regulations) and Applicable Local Fire Safety Codes
• Labor Code of the State of California -Division 2; Part 7, Public Works and
Public Agencies.
2l. Guarant}~. Unless specified otherwise, the Contractor guarantees all of the
Work for one year from the date the City accepts the Worl<. Upon receiving written notice of
a need for repairs which are directly attributable to defective materials or workmanship the
Contractor must make good any defects arising or discovered in any part of the Work by
diligently conv»encing the necessary repairs within seven (7) days from the date of notice
from the City. If the Contractor fails to make good any defects in the Work in accordance
with this provision, in addition to any other available reined}~ wider the Contract or at law or
eduity, the City may make good or have made good such defects in the Work and deduct the
cost from amounts that may be due or become due tl~~e Contractor. and/or call on the
Contractor's maintenance bond for the cost of making good such defects and for the City-s
reasonable legal costs, if any, of recovering against the bond. The Contractor will remain
responsible for repairing any Work found to be defective regardless of when such defect is
discovered by the City.
GP-2P.47~7
Contractor shall file with City a corporate surety bond in the sum of ten percent
(l0%) of the final contract price (including all change orders for extra work securing this
guaranty to City, and said bond shall be filed at the time final acceptance of this Work is
requested. Should Contractor not file said bond as required herein, City may retain the
remaining ter. percent (10%) of the contract price as a cash bond for said one (l) year
period. Should Contractor within a reasonable time after demand made fail to make any and
all such repairs or replacements, City may undertake said repairs and replacements with its
own forces or through contract, and Contractor shall reimburse City for any and all costs of
said repairs or replacements, even if said cost eYCeed the principal sum of the corporate
surety bond which is security for the performance of this guaranty. Contractor and the
Contractor's surety may provide the aforegoing guaranty in the original performance bond.
22. General Safety Re~c uirements.
a. In accordance with generally accepted construction practices and
applicable law, the Contractor will be solely and completely responsible for conditions of
the work site; including safety of al] persons and property during performance of the
Work. This requirement will apply continuously and not be limited to normal working
hours. For purposes of California Labor Code Section 6400 and related provisions of law,
the Contractor and the Contractor's privities and any other entities engaged in the
performance of the Work will be "employers' responsible for furnishing employment and
a place of employment that is safe and healthful for the employees, if any ; of such entities
engaged in the performance of the Work. Neither the City nor its officials, officers,
employees, agents, volunteers or consultants will be "employers" pursuant to California
Labor Code Section 6400 and related provisions of law with respect to the Contractor. the
Contractor's privities or other entities engaged in the performance of the Work. The
Contractor agrees that neither the City; the Architect nor the Engineer will be responsible
for having hazards corrected and/or removed at the work site. The Contractor agrees that
the City will not be responsible for taking steps to protect the Contractor's employees
from such hazards, or for instructing the Contractor's employees to recognize such
hazards or to avoid the associated dangers. The Contractor agrees with respect to the
Work and the Work site, the Contractor will be responsible for not creating hazards and
for having hazards corrected and/or removed. for taking appropriate, feasible steps to
protect the Contractor's employees from such hazards and that the Contractor has
instructed and/or will instruct its employees to recognize such hazards and how to avoid
the associated dangers.
b. Review and inspection by the City, the Engineer, the Architect or
Engineer; and/or other representatives of the City of the Contractor's performance of the
Work will not constitute review of the adequacy of the Contractor's safely measures in.
on, or near the Work site. Such reviews and inspections do not relieve the Contractor of
any of the Contractor's obligations under the Contract Documents and applicable law to
ensure that the work site is maintained and the Work is performed in a safe manner.
c. The Contractor will be solely responsible for the implementation and
maintenance of safety programs to ensure that the work site is maintained and the Work
is performed in a safe manner in accordance with the Contract Documents and applicable
law.
GP-26P.4 87
d. The Contractor must furnish and place proper guards and systems for the
prevention of accidents; including, but not limited to, those systems required pursuant 10
Title 8, Section 1670 and Following of the California Code of Regulations concerning
safe±y belts and nets. The Contractor must provide and maintain a;;y other necessary
systems or devices required to secure safety of rife or property at the work sire in
accordance with accepted standards of the industry and applicable law. 7~he Contractor
must maintain dw-ing all night hom-s sufficient lights to prevent accident or damage to ]tie
cr property.
23. Fair Employment_Provision. The Contractor will not willfi~lly discriminate
against any employee or applicant for employment because of race-, color- religion., ancestr~~
or national origin. The Contractor will take affirmative action to insure that applicants are
employed, and that employees are treated during employment, without regard to their race,
color; religion, ancestry or national origin. Such action shall include; but not be limited to_
the following: employment, upgrading; demotion or transfer, recruitment or recruitment
advertising; layoff or te»»ination: rates of pay or other forms of compensation:. and selection
for training- including apprenticeship. The Contractor agrees to post in conspicuous places,
available to employees and applicants for employment; notices to be provided by the
awarding authority setting forth the provisions of tlvs fair employment practices section.
24. Employment of Apprentices. Attention is directed to the provisions in
Sections ] 777.5 (Chapter l X11 l , Statutes of ] 9681 and l 777.8 of the Labor Code
concerning the employment of apprentices by the Contractor or any subcontractor under
the Contractor.
Section 1777.5. as amended, required the Contractor or subcont; actor employing
tradesmen in any apprentic.eable occupation to apply to the joint apprenticeship
committee nearest the site of the public works project a~ad which administers the
appre~;ticeship program in that trade for a certificate of approval. The certificate ~,vill also
tix the ratio of apprentices to journeymen that will be used in the performance of the
contract. The ratio of apprentices to journeymen in such cases shall not be less than one
to five (l :5) except:
a. When unemployment in the area of coverage by the joint apprenticeship
committee has exceeded an average of fifteen percent (15%) in the ninety (90) days prior
to the request for certificate, or
b. When the numbea- of apprentices in training in the area exceeds a ratio of
one to five (1:5), or
c. When the U-ade can show that it is replacing. at least l /30 of its
membership through apprenticeship training on an am~ual basis statewide or locally. or
d. When the Contractor provided evidence that he employs registered
apprentices on all of the Contractor's contracts on an annual average of not less than one
apprentice to eight journeymen.
The Contractor is required to make contributions to funds established for the
administration of apprenticeship programs if he employs registered apprentices or
GP-2 .P.4 97
journeymen in any apprenticeable trade on such contracts and if other Contractors on the
public works site are making such contributions.
The Contractor an<i any subcontractor under the Contractor shall comply with the
requirements of Sections 1777.5 and ] 777.6 in the emplcyment of apprentices.
Information relative to apprenticeship standards; wage schedules, and other
requirements may be obtained from the Director of Industrial Relations, ex-officio the
Administrator of Apprenticeship; San Francisco, California, or from the Division of
Apprenticeship Standards and its branch offices.
GP-28P.50~
SECTION VIII
PROSECUTION AND PROGRESS
1. Subcon_Uaciin No subcontractor will be recognized as such, and all
persons engaged in the Work or construction will be considered as employees of the
Contractor and he will be held responsible for their work, which shall be subject to the
provisions of the contract and specifications. The Contractor shall give the Contractor's
personal attention to the fulfilln~~ent of the contract and shall keep the Work under the
Contractor's control.
The Contractor shall be responsible for the Contractor's own and subcontractors'
compliance with Section l 777.5 of the Labor Code regarding apprenticeable occupations
as in said section provided. Any Contractor willfully failing to comply with this section
shall be denied the right to bid on a public works contract for a period of six (6) months
i~-om the date the detern~ination is made.
Where a portion of tl~e Work, which has been subcontracted by the Contractor,
has not been prosecuted in a manner satisfactory to the :Engineer, the subcontractor shall
be removed immediately on t1-~e requisition of the. Engineer a;,d shall not again be
employed on the Work.
2. Asst nment. The performance of the contract nay not be assigned except
upon the written consent of the City. Consent will not be given to any proposed assig~mment..
which would relieve the orig,inaL Contractor or the Contractors sw-ety of their
respo?~sibilities under the contract nor will the City consent to any assig~iment of a part of
tl;e Work under the contract.
3. Time of Completion and Statement of Working Days. ~ he Contractor
shall complete all or any designated portion of the work tailed for under the contract in
all parts and requirements ~~~ithin the time set forth in the Special Provisions.
Determination that a day is anon-working day 6y reason of inclement weather or
conditions resulting immediate]}~ therefrom, shall be made by the Engineer.
The Engineer will furnish the Contractor a monthly statement showing the
number of ~~~orking days charged to the contract for the preceding month; the number of
working days of time extensions being considered or approved; the number of working
days originally specified for the completion of the contract and the number of working
days remaining to complete the contract and the extended date for completion thereof;
except ~~~hen working days are ~~~ot being charged in conformance with the provisions m
Section Vlll-6., "Temporary Suspension of Work" of these General Provisions.
The Contractor will be allowed l5 days from the issuance of the monthly
statement of working days in which to file a written protest setting forth in ~~,~hat respects
the Contractor differs from the Engineer; otherwise. the decision of the Engineer shall be
deemed to have been accepted b~~ the Conti-actor as correct.
GP-2P.5147
4. Pro ress of the Work and Time of Completion_ The Contractor shall begin
work upon receipt of the Notice to Proceed. However, the Contractor shall begin work no
earlier than the ttiventy-first (2 ] st) day after the commencement of the advertisement of the
call for bids.
5. Character of Workers. If any subcontractor or person employed by the
Contractor shall fail or refuse to carry out the direction of the Engineer or shall appear to the
Engineer to be incompetent or to act in a disorderly or improper manner. he shall be
discharged immmediately on the requisition of the Engineer, and such person shall rot again
be employed on the Work.
6. Temporary Suspension of Work The Engineer shall have the authority to
suspend the Work wholly or in pari; for such period as he may seem necessary. due to
unsuitable weather, or to such other conditions as are considered unfavorable prosecutioc; of
the Work. or for such time as he may seem necessary due to the failure on the part of the
Contractor to carry out orders given. or to perform any provision of the contract. 'The
Contractor shall immediately comply with the written order of the Engineer to suspend work
wholly or in part. The Work shall be resumed when conditions are favorable and methods
are corrected, as ordered or approved in writing by the Engineer.
7. No Contractor Damages for Avoidable Delays. All delays in the Work that
might have been avoided by the exercise of care, prudence, foresight and diligence of the
Contractor or any privities of the Contractor will be deemed avoidable delays. Delays in the
Work that may be unavoidable but that do not necessarily affect other portions of the Work
or prevent completion of all work within the Time for Completion; including; but not
limited to, reasonable delays in Engineer approval of shop drawings, placement of
construction survey stakes, measurements and inspection, and such interruption as ;may
occur in prosecution of the Wank due to reasonable interference of other contractors of the
City, will be deemed avoidable delays. The Contractor will not be awarded a change in the
Project schedule, the Time for Completion, and/or additional compensation in excess of the
contract price for avoidable delays.
8. Impact of Unavoidable Delays. A11 delays in the Work that result from
causes beyond the control of the Contractor and that the Contractor could not have
avoided through exercise of care, prudence, foresight. and diligence will be deemed
unavoidable delays. Orders issued by the City changing the amount of Work to be done.
the quantity of materials to be :Furnished, or the manner in which the Work is to be
prosecuted; and w~foreseen delays in the prosecution of the Work due to causes beyond
the Contractor's control. such as strikes, lockouts, labor disturbances. fires.. epidemics,
earthquakes, acts of God, neglect by utility owners or other contractors that are not
privities of the Contractor will be deemed unavoidable delays to the extent they actually
delay the Contractor's completion of the Work. The Contractor will be awarded a change
in the Project schedule, the Time for Completion; and/or additional compensation in
excess of the contract price for unavoidable delays to (he extent such delays actually
delay the Contractor's completion of the Work and/or result in the Contractor incurring
additiona) costs in excess of the Contract Price.
Delay due to normal; adverse weather conditions will not be deemed unavoidable.
The Contractor should understand that normal adverse weather conditions are to be
GP-30P. 5 27
expected and plan the Work accordingly, such as by incorporating into the Project
Schedule normal, adverse weather delays as reflected in historical data of the National
Oceanic and Atmospheric Administration of the U.S. Department of Commerce for the
weather station most applicable to the Work site.
9. No Contractor Damages for Contractor Caused llleJay_ Contractor will not
be entitled to additional compensation for extended field or home office overhead. field
supervision. costs of capital, interest, escalation charges, acceleration costs or other
impacts for any delays to the extent such delays are caused by the failw-e of the
Contractor or any subcontractor or ocher entity engaged in performance of ti7e Work to
perform the Work in accordance with the Contract Docwments.
l0. No Contractor 1;Uama>;es for Delay Not Caused Tay the City. Delay
Contemplated by the Parties., or_ot her Reasonable De1aZ Contractor will not be entitled
to damages for delay to the Wor><: caused by the follo~~~ing. which the City and Contractor
agree will be deemed for purposes of California Public Contract Code Section 7102
either not caused by the City, and/or within the contemplation of the City and tl;e
Contractor. and/or reasonable under the circumstances:
Exercise of the City's right to sequence the Work in a manner that ~~~ould avoid
disruption to the City and other contractors based on: the failure of tine Contractor or any
subcontractor or other entity engaged in the performa~~~ce of the y~~ork to perforn-~ the
~Uork in accordance with the Contract Documents. enforcement by the City or any other
governmental agency of competent jurisdiction of any government act or regulation, or
enforcement by the City of any provisions of the Contract.
Requests for clarification or information concerning the Contract Docwments or
proposed change orders or modifications to the Contract Documents. including extensive
andior nwmerous such requests fGr clarification or information or .proposed change orders
or modifications, provided such clarifications or information or proposed change orders
or modif cations are processed by the City or its representatives in a reasonable time in
accordance with the Contract Do~cwments.
l 1. Delays Caused l?~~~ the City and/or lts Privities. Delay caused by the City
and/or other contractors of the City will be deemed unavoidable delays. Zither the City or
the Contractor may propose a change in the Time for Completion and/or the Project
Schedule for delays that are purported to be caused by the City and/or its privities and
that are not reasonable wider the circumstances involved and/or that are not ~~~ithin the
contemplation of the City and the Contractor. Such proposed changes in the Time for
Completion will constitute a change order proposal. The City and the Contractor may
agree upon pricing for the cost i~~mpacts; if any.. resulting from such delays. if such pricing
and/or changes in the Time for Completion and/or the. Project Schedule are in
anticipation of impacts that may, but have not yet occw-red, the City will be obligated to
pay the Contractor for such anticipated impacts or to award a change in the Time for
Completion and/or the Project Schedule in accordance «~ith the Contract and any
applicable, approved change orders on]y to the extent the Contractor actually incurs the
anticipated impacts. Notwithstanding anything to the contrary. the City and the
Contractor may agree to a daily rate or cap or lump sum that ~~~ill apply to the cost
impacts.. if any, resulting fi-om delay purportedly caused by the City a~~d/or its privities
GP-3P.53~7
subject to this provision. However, if such daily rate or cap or lwnp sum is in anticipation
of cost impacts that have not yet occurred, the City will be obligated to pay such daily
rate or cap or lump sum only to the extent the Contractor actually incurs such cost
impacts.
l2. De}ay Claims. V'Jhenever the Contractor claims a delay for which the Time
for Completion may be extended, the Contractor must request an extension of time within
five (5) days of the start of the delay. The request must be in writing and describe in
detail the cause for the delay, and, if possible, the foreseeable extent of the delay.
13. Contractor Coordination of the Work. The City reserves the right to do
other work in com~ection with or in the vicinity of the Project by contract or otherwise,
and Contractor must at all times conduct the Work so as to impose no hardship on the
City, others engaged in the Work or other contractors ~.vorking at the work site. The
Contractor will adjust, correct and coordinate the Work with the work of others so that no
delays result in the Work or other work at or near the work site.
if any part of the Work depends on proper execution or results upon the Work of
the City or any other contractor, the Contractor will, before proceeding with such Work,
promptly report to the City any apparent discrepancies or defects in such other work.
Failure of the Contractor to promptly report any apparent discrepancy or defect will be
deemed an acceptance of the City's or other contractor's work as tit and proper.
"The Contractor will anticipate the relations of the various trades to the progress of
the Work and will ensure that required anchorage or blocking is furnished and set at
proper times. Anchorage and blocking necessary for each trade will be part of the Work
except where stated otherwise.
The Contractor will provide proper facilities at all times for access of the City, the
Engineer, Architect; a~;d other authorized City representatives to conveniently examine
and inspect the Work.
14. Li uidated Damages. The Contractor shall complete the work called for
under the contract in all parts and requirements within the number of working days
specified.
It is agreed by the parties of the contract that in case all the work called for under
the contract is not completed before or upon the expiration of the time limit as set forth in
the Agreement for Public }mprovements, damage will be sustained by the City; and that it
is and will be impracticable to determine the actual damage which the City will sustain in
the event of and by reason of such delay; and it is therefore agreed that the Contractor
will pay to the City the sum prescribed in the Special Provisions per working day for each
and every working day's delay beyond the time prescribed to complete the Work; and the
Contractor agrees to pay such liquidated damages as herein provided. and in case the
same are not paid; agrees that the City may deduct the amount thereof from any money
due or that may become due the Contractor under the contract.
}t is further agreed that in case the work called for under the contract is not
finished and completed in all parts and requirements within the time specified, the City
GP-32P. 547
shall have the right to extend the time for completion or not, as may seem best to se~-~~e
the interest of the City; and if the City decided to extend the time for completion of the
contract, it shall further have the right to charge to the Contractor, the Contractor's heirs.
assigns, or sureties, and io deduct from the final payment for the Work, all or any part as
it may seem proper, of the actual cost of engineering, inspection; superintendence and
other overhead expenses which are directly chargeable to the contract and which accrue
during the period of such extension, except (hat the cost of final surveys and preparation
of final estimate shall not be included in such charges.
The Contractor shall not be assessed with liquidated damages nor the cost of
Engineering and inspection during any delay in the completion of the Work caused by
acts of God or of the public enemy, acts of the City, fire, floods. epidemics. quarantine
restrictions, strikes, fi-eight embargoes, and unusually severe weather or delays of
subcontractors due to such causes; provided; that the Contractor shall ~a~ithin ten (l0) days
from the begim~ing of any sucL delay notify the Engineer in writing of the causes of
delay, who shall ascertain the farts and the extent of delay, and the Engineer's findi»g of
facts thereon shall be final and conclusive.
If the Contractor is delayed by any act of the Engineer or of the City, not
contemplated by the contract, the time of completion shall be extended proportionately
and the Contractor shall be relieved dw-ing the period of such extension of any claim for
liquidated damages; engineering or inspection charges or other penalties. The Contractor
sl;all have no claim for any ether compensation for any such delay.
IS- Suspension of Contract. If at any lime in the opinion of the Engineer.. the
Contractor has failed to supply an adequate working force. or n~atesial of proper quality..
or has failed in any other respect to prosecute the Wcn-k with the diligence and force
specified and intended in and by the terms of the contract. notice thereof in writing will
be served upon the Contractor. and should he neglect or refuse to provide means for a
satisfactory compliance with the contraci_ as directed by the Engineer, within the time
specified in such notice, the City in any such case shall have the power to suspend the
operation of the contract. Upon receiving notice of such suspension. the Contractor shall
discontinue said work or such parts of it as the Engineer may designate. Upon sue-h
suspension, the Contractor's control shall terminate and thereupon the City or its duly
authorized representative may take possession of alJ or any part of the Contractor's
materials,~~tools, equipment and appliances upon the premises, and use the same for the
purpose of completing said contract_ and hire such force and buy or rent such additional
machinery, tools; appliances, and equipment, and buy such additional materials and
supplies at the Contractor's expense as may be necessary for the proper conduct of the
Work and for the completion thereof.. or may employ other parties to can-y the contract to
completion, employ the necessary worlo~~en, substitute other machinery or materials, and
pw-ehase the materials contracted for; in such manner as the Engineer may seem proper;
or the City may annul and cancel the contract and re-let the Work or any part ihereof-
Any excess of cost arising therefrom over and above the contract price will be
charged against the Contractor and the Contractors sureties who will be liable therefore-
]n the event of such suspension; all money due the Contractor or retained wider the terms
of this contract shall be forfeited to the City:. but such forfeiture will not release the
Contractor or the Contractor's sureties from liability or failure to fulfill the contract. The
GP-3:P. 5 5t 7
Contractor and the Contractor's sureties will be credited with the amow~t of money so
forfeited toward any excess of cost over and above the contract price; arising from the
suspension of the operations of the contract and the completion of the Work by the City
as above provided, and the Contractor will be so credited with any surplus remaining
after all just claims for such completion have been paid.
]n the determination of the question whether there has been any such
noncompliance with the contract as to warrant the suspension or annulment thereof. the
decision of the Engineer shall be binding on all parties to the contract.
] 6. Communications.
a. A11 notices, demands. requests. instructions. approvals, proposals, and
claims must be in writing.
b. Any notice to or demand upon the Contractor shall be sufficiently given if
delivered at the office of the Contractor stated on the signature page of the Proposal (or at
such other office as the Contractor may from time to time designate in writing to the
City), or if deposited in the United States mall in a sealed envelope; or delivered with
charges prepaid to any telegraph company for transmission, in each case addressed to
such office.
c. Ali correspondence to the City; related to this contract, including request
for payment, shall be addressed to the Engineer. City of South San Francisco P O Box
711, South San Francisco, California 94083, and any notice to or demand upon the City
shall be sufficiently given if so delivered or if deposited in the United States mail in a
sealed envelope, or to other such representatives of the City to such other address as the
Agency may subsequently specify in writing to the Contractor for such purpose.
Any such notice shall be deemed to have been given as of the time of actual delivery of
(in the case of mailing) when the same should have been received per receipt, or in the
case of telegrams; at the tune of actual receipt; as the case may be.
l 7. Audit and Examination of Records. The City may examine and audit at no
additional cost to the City a)1 books. estimates, records, contracts, documents, bid
documents; bid cost data; subcontract job cost reports and other Project related data of the
Contractor; subcontractors engaged in performance of the Work, and suppliers providing
supplies; equipment and other materials required for the Work, including computations
and projections related to bidding, negotiating.. pricing or performing the Work or
Contract modifications and other materials concerning the Work, including; but not
limited to; Contractor daily logs; in order to evaluate the accw-acy; completeness, and
currency of cost; pricing, scheduling and any other project related data. The Contractor
will make available all such Project related data at a)1 reasonable times for examination.
audit, or reproduction at the Contractor's business office at or near the work site. and at
any other location where such Project related data may be kept until three years after final
payment under the Contract. Pursuant to California Govervnent Code Section 8546.7. if
the amount of public funds to be expended is in excess of $10,000; this Contract will be
subject to the examination and audit of the State Auditor. at the request of the City, or as
GP-34 P. 5 ~
part of any audit of the City; for a period of three (3) years after final payment under the
Contract.
l 8. Project Schedule. Within ten (l0) working days after the Notice of Award.
the Contractor must deliver to the Engineer a bar cha~~t and critical path method (CPM)
schedule detailing the Contractor's intended schedule of work for the entire Project. The
schedules must be detailed to clearly show the relative sequence of the items of work,
their inter-reiationships_. start and completion dates, float; the critical path, and any ocher
item deemed necessary by the Engineer. The schedule rrnast allow for the completion of
the entire Work within the time for completion and also conform to the City's milestone
deadlines.
a. City Review of Schedule. The City may review the Contractor's submitted
schedule and may note any exceptions. The Contractor muse con-ect any exceptions noted
by the City within live !5) working days of being notified of the exceptions.
b. Update of Schedule. After submission of a schedule to which the City has
taken no exceptions. the Contractor must submit an updated schedule on a monthly basis
or as otherwise specified by the City until completion of the Work. 'The updated schedule
must show the progress of work as of the date specified in the updated schedule and its
relation to milestone dates.
c. Float. ~fhe schedule must show early and late completion dates for each
task. The nw»ber of days between these dates will be designated as "Float". Tlie Float
will be designated to the Project and will be available to both the City and the Contractor
as needed to complete the Worki~n accorda~~ce with the Contract.
d. Failure to Submit Schedule. if the Contractor fails to submit schedules
within the time periods sped±ied in this section.. or submits a schedule to which the City
has taken uncorrected exceptions.. the City may withhold pa_y~~~ents to the Contractor until
such schedules are submitted and/or corrected i~1 accordance ~~~ith the Contract
Docume~;ts.
e. Responsibility for Schedule. The Contractor will be solely and exclusively
responsible for creating the schedule and properly updating it. The City may note
exceptions to any schedule subn~iitted by the Contractor. Ho~~~ever. the Contractor will be
solely responsible for determining the proper method for addressing such exceptions and
the City`s review of the schedule will not create scheduling obligations of the City.
GP-3P. 5 7~7
SECTION IX
MEASiTREMENT AND PAYMENT
l . Measurement of 4~luantities. A11 work to be paid for at a contract price per
unit of measurement will be measured by the Engineer in accordance with Section 9-
l .01; "Measurement of Quantities" of the Standard Specifications. When required by the
Engineer, the operator of each vehicle weighed shall obtain a weight or load s]ip from the
weigher and deliver said slip to the Engineer at the point of delivery of the material. All
loads in vehicles hauled over streets and highways shall be legal loads and no payment
will be made for the loads in excess of the legal load limits.
Quantities of material wasted or disposed of in a manner not called for under the
contract; or rejected loads of material, including material rejected after it has been placed
by reason of the failure of the Contractor to conform to the provisions of the contract, or
materia) not unloaded from the transporting vehicle. or material placed outside of the
lines indicated on the plans or established by the Engineer, or material remaining on hand
after completion of the work; will not be paid for and such quantities wiii be deducted
from the final total quantities. No compensation will be allowed for hauling and
disposing of rejected material.
2. Pro ress Payments. The City once in each month shall cause an estimate
in writing to be made by the Engineer of the total amount of work done and the
acceptable materials furnished and delivered by the Contractor on the ground and not
used, to the time of such estimate; ar,d the value thereof. 'The City shah retain ten percent
(10%) of such estimated value of the work done and fifty percent (50%) of the value of
the materials so estimated to have been furnished and delivered and unused as aforesaid
as part security for the fulfillment of the contract by the Contractor and shall pay monthly
to the Contractor, while carrying on the Work, the balance not retained; as aforesaid- after
deducting therefrom all previous payments and all sums to be kept or retained under the
provisions of the contract. No such estimate or payment sha)1 be required to be made
when; in the judgment of the Engineer, the work is not processing in accordance with the
provisions of the contract or when in the Eng,ineer's judgment the total value of the work
done since the )ast estimate amounts to less than three hundred dollars ($300). No such
estimate or payment shall be construed to be an acceptance of any defective work or
improper materials.
For any monies earned by the Contractor and withheld by the City to ensure the
performance of the contract. the Contractor may, at Contractor's request and expense,
substitute securities equivalent t~o the amount withheld in the form and manner and
subject to the conditions provided in Chapter l3 (commencing with Section 4590),
Division 5; Title l of the Government Code of the Staie of California.
3. Scope of Payment. The Contractor shall accept the compensation, as
herein provided; in fu 11 payment for furnishing all materials, labor, Tools, and equipment
necessary for the completion of the contract; also for loss or damage arising from the
nature of the Work, or from the action of the elements; except as hereinbefore provided,
or from any unforeseen difficulties which may be encountered during the prosecution of
GP-36P.587
the Work until the final acceptance by the City and for all risks of every description
coru~ected with the prosecution of the Work; also for all expenses incw-red in the
consequence of the suspension or discontinuance of the Work as herein specified; and for
completing the work according to the plans and specifications. Neither the payment of
any estimate nor of any retained percentage shall relieve the Contractor of any obligation
to make good any defective work or material.
4. Stop Notice Retention. The City may at its option and at any time retain
out of any amow~ts due the Contractor, sums sufficient to cover claims filed pw-suant to
Section 3]79 et seq. of the Civil Code.
5. Pro ress Payment Deductions. The Contractor hereby agrees and
acknowledges that progress payn~tents are subject to deduction for failure to comply with
certain Contract requirements which include but are not limited to traffic control.
cleanliness/daily clean-up, "buttoning-up,'- open ta-enches; environmental compliance-
maintaining services; etc. In the event such non-compliance occurs- the City may clue
these deficiencies with its own cre~~-s or with other contractors/vendors. The full cost the
City incurs to cure these deficiencies will be deducted from the next progress payment.
"Full costs" include all labor, mates-tats, and equipment plus applicable "mark-ups-~~
including, overhead. should the City perfon7~ the work with its own forces. Should the
City elect to have the work performed by a contractor/vendor, the "full cost" will include
the invoiced amount plus a 20 % mark-up to cover handling expenses for the City.
6. Acceptance of the Work. When the final inspection is con;pleted and it has
been deternlined that the Work is done in accordance with the plans and specifications, the
Engineer will accept the Work and 90% of the payment based on the final quantities ~~~ill Le
paid to the contractor, the balan<:e will be paid 30 days after the Notice of Completio~~ has
been filed with the Coun*1~ and upon furnishing of the specified guaranty bond to the Cite.
7. Final Pavment. Within thirty (3U} days after the completion of the Work
and its acceptance by the City.., tl~e Engineer will make a proposed final estimate in
writing of the quantities of work done wider the contract and the value of such ~~~ork and
will submit such estimate to the Contractor. Within thirty (30) days thereafter the
Contractor shall submit to the Engineer the Contractor's written approval of said
proposed final quantities or a ~h~ritten statement of all claims.. which he has for additional
compensation claimed to be due wider the contract.
On the Contractor's approval or if he files no claims within said period of thirty
(30) days, the Engineer will issue a final written estimate as submitted to the Contractor
and the City shall pay the entire sum so found to be due after deducting therefrom all
previous payments and all amounts to be kept and a)1 amounts to be due after deducting
therefi-om all previous payments and all amow~ts to be kept and all amounts to be
retained under the provisions of the contract.
if the Contractor within said period of thirty (3C}) days files claims, the Engineer
will issue as a semi-final estimate the proposed estimate submitted to the Contractor and
the City will within thirty (30} days pay the sum found due thereon after deducting all
prior payments and all amounts to be kept and retained wider the provisions of the
contract.
GP-3P.5917
~fhe Engineer shall then consider and investigate the Contractor's claims and steal]
make such revision in the said estimate as he may find to be due, and shall then make and
issue the Engineer's final written estimate. The City will pay the amount so found due.
after deducting all previous payments and amounts to be retained under the contract.
All prior partial estimate and payments shall be subject to correction in the final
estimate and payment. 7~he final estimate shall be conclusive and binding against both
parties to the contract on all questions relating to the performance of the contract and the
amount of work done thereunder and compensation therefore. except in the case of gross
error.
Payment on the semi-final estimate will be due within thirty (30) days from the
dale the same is issued by the Engineer- Payment on the .final estimate is due within thirty
(30) days from the date the same is issued.
8. 7~ravel and Subsistence Payment. "Travel and subsistence payments shad be
made to each worker needed to execute the Work as such travel and subsistence payments
are defined in the applicable collective bargaining agreement filed in accordance with
Section ] 773.8.
9. Notice_of Potential Claim. The Contractor shall not be entitled to the
payment of any additional compensation for any act, or failure to act, by the Engineer,
including failure or refusal to issue a change order, or for the happening of any event,
thing, occurrence; or other cause, unless the Contractor shall have given the Engineer due
written notice of potential claim as hereinafter specified.
The written notice of potential claim shall set forth the reasons for which the
Contractor believes additional compensation will or may be due, the nature of the costs
involved, and, insofar as possible, the amount of the potential claim. The notice as above
required must have been given to the Engineer prior to the time that the Contractor shall
have performed the Work giving rise to the potential claim for additional compensation.
if based on an act or failure to act by the Engineer, or in aii other cases within ] 5 days
after the happening of the event thing, occurrence, or other cause, giving rise to the
potential claim. City ma_y request additional information from Contractor regarding the
Contractor's claim. which shall be provided, to City within ]0 days of the request.
It is the intention of this section that differences between the parties arising under
and by virtue of the contract are brought to the attention of the Engineer at the earliest
possible time in order that such matters may be settled, if possible, or other appropriate
action promptly taken. The Contractor hereby agrees that they shall have no right to
additional compensation for any claim that may be based on any such act, failure to act;
event, thing or occurrence for which no written notice of potential claim as herein
required was T~ied-
10. Claims.
a. General. A "C1aim'~ means a written demand or written assertion by
Contractor to adjust; alter, modify; or otherwise change the Contract price or the Contract
GP-38P.607
time_ or both. All claims filed hereunder shall strictly comply with al] requirements of the
Contract Documents.
In order to qualify as a Claim, the written demand muse state that it is a claim
submitted according to the terms of the Contract Documents. A letter., voucher; invoice_
payment application; or other routine or authorized foam of request for payment is not a
Claim under the Contract Documents. If such a request is disputed as to liability or
amow~t then the disputed portion of the submission may be converted to a Claim under
the Contract Documents by submitting a separate claim in compliance with claim
submission requirements.
A Claim muse be stated with specificity, including identification of the event or
occw~-ence giving rise to the Claim, the dale of the event; and the asserted affect on the
Contract price and the Contract time, if any. The Claim shall include adequate supporting
data. Adequate supporiing data for a Claim for an adjustment of the Contract time shall
include scheduling data demonstrating the impact of the event on the controlling
operation and completion of the Project. Adequate supporting data for a Claim for an
adjustment in the Contract price shall include a detailed cost breakdown of items
included within the Claim and documentation supporiing each item of cost.
Notwithstanding and pending the resolution of any Claim, the Contractor shall
diligently prosecute the disputed work to fnal completion of the Work. Contractor shall
impose the Claim notice and docwmentation requiremments in this Contract on
Contractor's subconUactors of all tiers, and require them to submit to the Contractor all
Claims against Co~~tractor and/or the City within the times a~~d contai~iing the
documentatioa~ required by these provisions. The Claim notice and documentation
procedures described in these provisions applies to all claims and disputes arising wider
the Contract Docun~enis. whether or net specifically referred to in any specific portion of
?he Contract.
if additional information or details are required by the Engineer to determine the
basis and a~mow~t of any Clairr~s, the Contractor shall furnish additional information or
details so that the additional information or details are received by the Engineer no later
than the fifieenih calendar day after receipt of the written request farm the Engineer. if
the fifteenth day falls on a Saturday. Sunday. or legal holiday. then receipt of the
information or details by the Engineer shall not be later than close of business of the next
business day. Contractor understands and agrees that failure to submit the information
and details to the Engineer witl~tin the time specified shall result in Contractor waiving
that Claim.
The Contractor and all subcontractors shall keep full and complete records of the
costs and additional time incurred for any work for- which a Claim for additional
compensation is made. The Engineer or any designated claim investigator or auditor shall
have access to those records and any other records as may be required b the Engineer or
designated claim investigator to determine the facts or contentions involved in the
claim(s). Contractor agrees that failure to permit access to those records waives
Contractor s Claims.
GP-3P.6147
The City of South San Francisco, or its authorized representatives. shall have
access, upor, reasonable notice, during normal business hours. to Contractor's and
subcontractors' books, documents and accounting records; including. but not limited to,
bid worksheets, bids; subcontractor bids and proposals, estimates, cost accounting data.
accounting, records, payroll records, time sheets, canceled checks. profit and loss
statements, balance sheets, project correspondence including but not limited to all
correspondence between Contractor and its sureties and subcontractors/vendors- project
files, scheduling information, and other records of the~Contractor and all subcontractors
directly or indirectly pertinent to the work, original as well as change and claimed extra
work. to verify and evaluate the accuracy of cost and pricing data submitted with any
change order; prospective or completed, or any c{aim for which additional compensation
has been requested or claim has been tendered. Such access shall include the right to
examine and audit such records, and make excerpts, transcriptions and photocopies of the
City's cost.
"The parties agree shat in the event Contractor or any subcontractor fails to comply
with this section; it would be difficult for the City to determine its actual damages;
therefore, Contractor agrees to pay the City, as liquidated damages. the sum of One
Thousand Dollars ($1000.00), which Contractor agrees is reasonable under the
circumstances. for each and every working day which Contractor or subcontractor fails or
refuses to provide the City access to the materials specified in this section.
b. Disputes.
(i) Contract Interpretation Disputes- Should it appear to the Contractor
that the work to be performed or any of the matters relative to the Contract Documents
are not satisfactorily detailed or explained therein; or should any questions arise as to the
meaning or intent of the Contract Documents; the Contractor shall give written notice to
the City. The Contractor shall bear all costs incurred in giving such notice.
All issues regarding the interpretation of the plans or specifications shall
be referred to the City for interpretation. The City shall have the right but not the
obligation to affirm or disaffirm any interpretation of the plans or specifications- which
affirmance or disaffirmance shall be final. ]f the Contractor should disagree with the
City's decision, the Contractor's sole and exclusive remedy is to Tile a Claim in
accordance with these provisions.
(2) Work Disputes. Should any disputes arise under the Contract
Documents respecting the true value of any work performed, the implementation of the
Work required by the Contract Documents, any Work omitted, any extra work which the
Contractor may be required to perform or time extensions. respecting the size of any
payment to the Contractor during the performance of the Contract Documents. or of
compliance with Contract Docwment procedures, the dispute shall be decided by the City
and its decisions shall be final and conclusive. if the Contractor disagrees with the City's
decision. the Contractor's sole and exclusive remedy is to file a claim in accordance with
these provisions.
(3) Delays. As used herein; the following terms shall have the
following meanings:
GP-40P. 6 27
"Excusable Delay" means any delay of the completion of the Project
beyond the expiration of the ConU-act time caused by conditions beyond the control and
without the fault nr negligence. of the Contractor such as strikes- embargoes; fire,
unavoidable casualties; unusual delays in transportation, national emergency, and stormy
and inclement weather conditions in which the Work caw~ot continue. The financial
inability of the Contractor or any subcontractor and default of any subcontractor; without
limitation, shall not be deemed conditions beyond the Contractor`s control. An Excusable
Delay may entitle the Contractor to an adjustment in the Contract time.
"Compensable Delay' means any delay of the completion of the Work
beyond the expiration date of the Contract time caused by the gross negligence or willful
acts of the City, and which delay is um-easrn~able under the circw~~stances involved, and
not within the contemplation of the parties. A Compensable Delay may entitle the
Contractor to an extension of the Contract time and/or Contract price. Except as provided
herein. the Contractor shall have no claim for damage or compensation for any delay,
inten-uption, hindrance, or disruption.
"Unexcusable De1ay'~ means any delay of the completion of the Project
beyond the expiration of the Contract time resulting fi-om causes other than those listed
above. An Unexcusable Delay shall not entitle the Contractor to an extension of the
Contract time or an adjustment of the Contract price.
The Contractor may make a claim for an extension of the Crn~tract lime;
for an Excusable Delay or a Compensable Delay. subject to the follo~~~in~:
(i) If an Excusable Delay and a Compensable Delay ocew-
concurrently, the maximum extension of the Contract ti~.~e shall be the number of
days from the commencement of the first delay to the cessation of the delay which
ends last.
(ii} if an Unexcusable Delay occurs cancunently with either an
Excusable Delay or a Compe~aable Delay, the maximw» extension of the
Contract time shall be the number of days, if any, by which the Excusable Delay
or the COompensable Delay exceeds the Unexcusable Delay.
(iii) ]f an Unexcusable Delay occurs concun-ently with botJ~ an
Excusable Delay and .a Compensable Delay. the maximw~~ extension in the
Contract time shall he tl~~e nw»ber of days. if any, by which the nw»ber of days
determined pursuant to Subparagraph (ii) exceeds the number of days of the
Unexcusable delay.
(iv) For a Compensable Delay, the Contractor shall only be entitled to
an adjustment in the Contract price in an amount equal to the actual additional
labor costs, n~~aterial costs, and unavoidable equipment costs incurred by the
Contractor as a result of the Compensable Delay, plus the actual additional wages
or salaries and fringe benefits and payroll taxes of supervisory and adminisU-ative
personnel necessary and directly employed at the Project site for the supervision
of the Work dw-ing the period of Compensable Delay. Except as provided herein.
the ConU-actor shall have no claim for damage or compensation for any delay..
GP-4P.63f7
interruption; hindrance, or disruption. There shall be no Compensable Delay
unless the event or occw-rence giving rise to the Compensable Delay extends the
actual completion of the Project past the Contract time.
The parties agree that the City's exercise of its right to order changes in
the Work, regardless of the extent and number of changes; or to suspend the work,
is within the contemplation of the parties and shall not be the basis for any Claim
or Compensable Delay.
c. Claim Procedures. Should any clarification; determination; action or
inaction by the City; or any event; in the opinion of the Contractor; exceed the
requirements of or not comply with the Contract Docwnenis; or otherwise result in the
Contractor seeking additional compensation in time or money for any reason;
(collectively "Disputed Work'-), then the Contractor and the City shall make good faith
attempts to resolve informally any and all such issues and/or disputes. The Contractor
must ft]e a written Notice of Potential C}aim with the City before commencing the
Disputed Work; or within seven (7) calendar days after Contractors first knowledge of
the Disputed Work; whichever is earlier, stating clearly and in detail its objection and
reasons for contending the Work or interpretation is outside the requirements of the
Contract Documents. if a written Notice of Potential C}aim is not filed within this period,
or if the Contractor proceeds with the Disputed Work without first having filed the notice
required by these provisions, the Contractor shall waive any rights to further claim en the
specific issue.
The City will review the C'ontractor's timely notice of potential claim and provide
a decision. The City may require supplemental inforn~ation from the Contractor to clarify
that contained in the Notice of Potential Claim. If, after receiving the City's decision, the
Contractor disagrees with the decision, the Contractor shall so notify the City; in writing,
within seven (7) calendar days after receiving the decision; that a forma] Claim will be
filed. The Contractor shall submit the Claim in the form specif ed herein and all
arguments; justif cation; costs or estimates, schedule analyses; and detailed
documentation supporting the Contractor's position within thirty (30) calendar days after
receiving the City's decision on the notice of potential claim. The Contractor's failure to
furnish notification within seven (7) calendar days and all justifying documentation
within thirty (30) calendar days will result in the Contractor waiving all rights to the
subject Claim.
]f Disputed Work persists longer than thirty (30) calendar days after receiving the
City's decision on the Notice of Potential Claim; then the Contractor shall- every thirty
(30) calendar days until the Disputed Work ceases, submit to the City a document titled
"Claim Update" which shall update and quantify all elements of the Claim as completely
as possible. The Contractor's failure to submit a Claim Update or to quantify all costs and
impacts every ihiriy (30) days shall result in a waiver of that portion of the Claim for that
thirty (30) calendar day period. Claims or Claim Updates stating that damages will be
determined at a later date shall not comply with the requirements of these provisions and
shall result in the Contractor waiving such Claim(s) and/or Claim Updates.
GP-42 P. 6 47
All claims must be submitted to Engineer before the issuance of the final estimate.
Contractor hereby expressly waives al] Claims not submitted, in camplete and proper
form. on or before the date of issuance of the final estimate.
Upon receipt of the Contractor's formal Claim including all argwnenis,
justification, costs or estimates., schedule analyses, and docw»entation suppo~1ing the
Contractor's position as previously stipulated.. the City or its designate ~~%ill review the
Claim and render a final determination according io the processing and revie~~~
procedures listed in Section lx-~12, "Claims Processing and Review" of these Genera)
Provisions.
No costs arising out of or in connection with the performance of Claims of any
nature, other than those specifically listed herein may be recovered by the Contractor.
Except where provided by law, or elsewhere in these Contract Docwnents (if applicable),
the City shall not be liable for special or consequential damages, and Claims shall not
include special or consequential damages.
d. Claim Format. Tl~~e Contractor shall submit the Claim justification in the
following format:
(1) Cover letter and certification of the accuracy of the contents of the
Claim_
(2) Summary of Claim including underlying facts.. entitlement,
c;uaniwn calculations, and Contract Document provision supporting relief:
(3) List of docw»ents relating to the Claim.. including plans.
specifications., clarifications/requests for information. scl~~edules and others:
(4) Clu-onology of events and correspo~~dence:
(5) Analysis of Claim merit;
(6) Analysis of Claim costs;
(7) Attached supporting documents referenced i~~ item (~) above.
e. Exclusive Remedy. The Contractor's performance of its duties and
obligations specified in these provisions and submission of a Claim as provided in these
provisions is the Contractor's sole and exclusive remedy for the payment of money,
extension of time, adjustment or interpretation of Contract Documents teens. or other
contractual or tort relief arising from the Contract Documents. This exclusive remedy and
the limitation of liability (expressed herein and elsewhere throughout the Contract
Documents) apply notwithstanding the completion. termination, suspension; cancellation.
breach or rescission of the Work or the Contract Documents. negligence or strict liability
by the City. its representatives; consultants or agents, or the transfer of the Work or the
Project to the City for any reason whatsoever. The Contractor waives all claims of
waiver. estoppel, release. bar; or any other type of excuse for non-compliance with the
Claim submission requirements. Compliance ~~~ith the notice and Claim submission
GP-4 P. 6 517
procedures described in these provisions is a condition precedent to the right to
commence litigation, file a Government Code Claim, or commence any other legal
action. No Claim or issues not raised in a timely protest and timely Claim submitted
under these provisions may be asserted in any Government Code Claim, subsequent
litigation, or legal action. The Ciiy sha}1 not have deemed to waive any provision under
this section, if at the City's sole discretion.. a Claim is accepted in a manner not in accord
with this section.
f. Mediation- All Claims not subject to the Claim resolution procedures set
forth in these provisions shall, as a condition precedent to litigation thereon. first be
mediated. Mediation shall be non-binding and utilize the services of a mediator mutually
acceptable to the parries; and. if the parties cam~ot agree. a mediator selected by the
American Arbitrator Association from its panel of approved mediators trained in
construction industry mediation. All statutes of limitation shall be tolled from the date of
the demand for mediation until a date t~~~o weeks following the mediation's conclusion.
All unresolved claims shall be submitted to the same mediator. The cost of mediation
shall be equally shared.
11. False Claims Affidavit. California Penal Code Section 72 provides that
any person, who presents for payment with intent to defraud any City, any false or
fraudulent claim, bill; account, voucher; or writing. is punishable by fines nrn exceeding
ten thousand dollars ($10,000) and/or imprisomnent in the state prson.
Government Code Sections 12650 et seq. (California False Claims Act). pertains
to civil penalties that may be recovered from persons (including corporations, etc.) for
presenting a false claim for payment or approval- presents a false record or statement to
get a false claim paid or approved; or other acts, to aJ;y of}icial or employee of any
political subdivision of the State of California. Any person or corporation violating the
provisions of Government Code Section 12650 et seq-_ shall be liable for three times the
amount of the damages of the political subdivision- plus a civil penalty, plus costs.
Contractor agrees that any costs or expenses incurred by the City in reviewing or auditing
any claims teat are not supported by the Contractors cost accounting or other records; or
the Contract, shall be deemed to be damages incun-ed by the City within the meaning of
the California False Claims Act.
All Claims by Contractor shall include the following certification; properly
completed and executed by Contractor or an off cer of Contractor:
I; BEING THE _ (MUST BE AN
OFFICER) OF _ (CONTRACTOR); DECLARE UNDER
PENALTY OF PER.IURY UNDER THE LAWS OF THE S7~A7,E OF CALIFORNIA,
AND DO PERSONALLY CERTIFY AND ATTEST TI-lA"l- I HAVE Tl-30ROUGHLY
REVIEWED THE ATTACHED CLAIM FOR ADD1"FIONAL COMPENSATION
AND/OR EXTENSION OF TIME; AND KNOW ITS CON"TENTS. AND SAID CLAIM
IS TRUTHFUL AND ACCURATE; Tl1AT THE AMOUNT REQUESTED
ACCURATELY REFLECTS THE CONTRACT AD.IIJSTMENT FOR WHIC}I THE
OWNER IS LIABLE; AND; FLIRT}-IER, THAT I AM FAMILIAR WITH CALIFORNIA
PENAL CODE SECTION 72 AND CALIFORNIA GOVERNMENT CODE SECTION
12650. ET SEQ.; PERTAINING TO FALSE CLAIMS; AND FUR7-HER KNOW AND
GP-44P. 6 67
UNDERSTAND THi1"h SUBM}SS}ON OR CERT}F ICAT}ON OF A FALSE CLAM
M_AY LEAD TO F1NES. lMF'R}SONMENT ANDiOR OTHER SEVERE LEGAL
CONSEQUENCES.
Title: Date
Company:
}2. Clai~~ns_Processing and Review. The review and treatment of Contractor
Claims up to ilu~ee hundred seventy-five thousand dollars ($375;000) are governed by
California Public ConUact Code Sections 20]04 et seq.. the relevant positions of which
are summarized below. In addition to these statutory provisions, the City and Contractor
hereby agree by contract to a procedure for the review of claims over tlv-ee hundred
seventy-}ive thousand dollars ($375;000). Claims; then, shall be processed and reviewed
as follows:
a. For claims of less than fifty thousand dollars ($50;000), the City will
respond in ~~~riting within forty-five (45) days of its receipt of the claim, or may request.
in writing, within thirty (30) days of its receipt of the claim, submission of additional
docwnentation supporting the claim or relating to defenses or claims the City may have
against the Contractor.
(} } if such additional documentation is requested by the City, it shall
be provided by the Contractor ~~~ithin t~n~enty (20) days of its receipt of the request from
the City or as other~~~ise mutually agreed upon by the City and the Contractor.
(2) Following the Contractor`s submission of all requested additional
documentation. the City will respond to the claim within fifteen (l 5} days or within the
period of time taken by the Contractor in producing the additional documents, whichever
is longer.
b. For claims of over fifty thousand dollars ($50,000} a3~d less than or equal
to three hundred and seventy-};ve thousand dollars ($375,000}., the City will respond in
writing within sixty (60} days of its receipt of the claim, or may request, in writing;
within thirty (30) days of receipt of the Claim_ submission of additional documentation
supporting the Claim or relatinga to defenses or Claims the City may have against the
Contractor.
(1) ]f such additional docua~~eniation is requested by the City; it sha1J
be provided by the Contractor ~~~ithin thirty (30) days of its receipt of its receipt of the
request or as other~n~ise mutually agreed upon by the City and the Contractor.
(2) Following the Contractors submission of all requested additional
documentation; the City will respond to the claim within thirty (30) days. or within the
period of time taken by the Contractor in producing the additional documentation.
whichever is longer.
c. For claims over three hundred and seventy-five thousand dollars
($375;000)_. the City will respond in writing within one hundred and twenty (120) days of
its receipt of the claim. or may request in ~~~riting. within forty-five (45) days of receipt of
GP-4P.67~7
the Claim, submission of additional documentation supporting the claim or relating to
defenses or claims the City may have against the Contractor.
(]) 1f such additional documentation is requested by the City, it shall
be provided by the Contractor within thirty (30) days of its receipt of the request or as
otherwise mutually agreed upon by the City and the Contractor.
(2) Following the Contractor's submission of all requested additional
documentation; the City will respond to the Claim within thirty (30) days. or within the
period of time taken by the Contractor in producing the additional documentation.
whichever is longer.
l3. Extra Work. New and unforeseen items of work will be classed as extra
work when they cannot be covered by any of the various items for which there is a bid
price or by combinations of such items.
The Contractor shall do such extra work and furnish such materials and
equipment therefore; as may be required in writing by the Engineer, but he shall not do
extra work except upon written order from the Engineer; and in the absence of such
written order he shall not be entitled to payment for such extra work. All bills for extra
work done shall be filed in writing wish the Engineer. For such extra work the Contractor
shall receive compensation at tl~~e prices previously agreed upon in writing, or upon a
failure to agree upon prices; he shall be paid on force account, as provided in Section lx-
14. "Force Account Work'' of these General Provisions.
AlJ extra work shall be adjusted daily upon report sheets furnished to the Engineer
by the Contractor and signed by both parties which daily reports shall thereafter be
considered the true record of extra work done.
14. Force Account Work. Where payment is to be made on a force account
basis. the Contractor shall receive the actual cost of all material labor and rented
equipment furnished T;y the Contractor as shown by paid vouchers. plus fifteen percent
(15%); provided, however, that the City reserves the right to furnish such materials
required as it seems expedient and the Contractor shall have no claim for profit on the
cost of such materials.
For use of equipment owned by the Contractor he shall be paid the current prices
prevailing in the locahty_ which shall have been previously determined and agreed upon
in writing by the Contractor, plus fifteen percent (l5%).
When work is performed by force account, in addition to the actual cost of labor.
the City will reimburse the Contractor for compensation insurance payments;
contributions made to the State as required by the provisions of the Unemployment
Reserve Act_ Chapter 35Z Statutes of 1935; as amended; and for taxes paid to the Federal
Government as required by the Social Securities Act approved August 14, 1935, as
amended. The payment of fifteen percent (15%) in addition to the actual cost of all
material. labor. and rented equipment, as herein provided, shall include full allowance to
the Contractor for overhead and profit on the force account work and full compensation
to the Contractor for premiums paid on any other insurance of any nature which the
GP-46P. 6 87
Contractor may be required to can~y or which he may elect to cam; and for additional
premiums paid on faithful performance and payment bonds reouired by reason of the
increases in the amount of work to be performed over and above that called for in the
original contract.
All force account work s};all be adjusted daily upon report sheets, furnished to the
Engineer by the Contractor and signed by both parties; which daily reports shall
thereafter be considered the true record of force accou;it work done.
if force account work is~, done on the contract the Contractor shall furnish to the
Engineer tlv~ee (3) copies of a certificate from the insurance company sho~~~ing the
compensation insurance rates to be charged on the various classes of ~~~ork to assist in
verification of the Contractor's charges for extra work and force account.
[END OF GENERAL PROV1S1ONS)
937708_2
GP-4P.6 9I7
P. 7 0
°°~x~~s~'~~ Redevelopjnent Agency
0
Staff Repo,~t
c9LIFOR~lA
DATE: September 8, 2010
TO: Redevelopment Agency Board
FROM: Marty Van Duyn, Assistant Executive Director
RDA AGENDA ITEM # 6
SUBJECT: RESOLUTION APPROVING AN AMENDMENT TO THE CONSULTING
SERVICES AGREl=?MENT WITH BROOKWOOD GROUP FOR
DEVELOPMENT MANAGEMENT SERVICES FOR 418 LINDEN.. AVENiJE
TO INCREASE THE AGREEMENT AMOUNT BY $150,000 TO INCLUDE
THE COSTS OF ENGINEERING, ENVIRONMENTAL AND MARKETING
SUB-CONSULTANTS.
RECOMMENDATION
It is recommended that the Redevelopment Agency Board adopt the attached Resolution
approving an amendment to the Consulting Services Agreement with Brookwood Group
for development management services for 418 Linden Avenue to increase the agreement
amount by $150,000 to include the costs of engineering, environmental and marketing sub-
consultants and authorizing the Executive Director to execute the amendment.
BACKGROUND/DISCUSSION
On January 13, 2010 the Redevelopment Agency Board approved a Consulting Services
Agreement ("Agreement") with Broolkwood Group ("Brookwood") to manage the design and
entitlement process for the development of 418 Linden Avenue. The proposed project consists of
a four-story mixed-use building with 25 market-rate housing units, retail facing Linden Avenue
and underground parking. The exterior design represents a style that fits the Downtown's
historical character (see Exhibit 1).
Brookwood's responsibilities are to manage the architect, engineers and other consultants
involved in the design of the project. Brookwood is also responsible for developing project
budgets and proformas, managing the: project through the approval and regulatory process and
providing the City with the documentation necessary to process a General. Plan amendment.
When the Board initially approved the Agreement with Brookwood, the fees for various
engineering, environmental and marketing sub-consultants were not included in the contract
budget because at the time the sub-consultant fees were estimates and staff preferred to have the
Board approve actual costs. It was therefore contemplated that the Agreement would be amended
to include the actual sub-consultant ff:es at a later date. When the Board initially approved the
Staff Report
Subject: Agreement Amendment with Brookwood Group for 418 Linden Avenue
Page 2
Agreement, the sub-consultants fees were estimated to be between $200,000 and $225,000. The
actual cost is substantially lower, totaling $150,000. A list of the sub-consultants and their fees is
shown in Exhibit A of the Amendment.
The Agency and Brookwood have negotiated an amendment to the Agreement ("Amendment").
The Amendment amends Section 2 of 1:he Agreement to increase the amount of compensation to
Brookwood by $150,000 to include the; actual sub-consultant fees. The total contract amount will
be $511,159. All other terms, conditions and provisions of the Agreement remain in full force
and effect.
Proiect Status
On August 27, 2010, Brookwood and Dirk Peterson Architects (KPA) formally submitted a
planning application to the Planning Department. Prior to the planning submittal, Brookwood and
KPA reviewed the proposed design with the City Council Housing Sub-Committee. The Housing
Sub-Committee also had the opportunity to tour several buildings in Berkeley designed by KPA.
While the project is winding its way through the public review process, Brookwood and staff will
present the Board with options for proceeding with the actual development of the site. The
Agency will have the option to develop the project itself, partner with a developer or to sell the
entitled project. Each option carries various opportunities and challenges.
When the Board decides how to procef°d with the development of the project, staff will also be
requesting that the Board approve a Phase II Agreement with Brookwood. The Phase II
Agreement will direct Brookwood to prepare the Bridging Documents for the project. In
summary, the Bridging Documents will be the binding agreement that will ensure the building is
built exactly as the Board and City Council envision it. The Bridging Documents will specifically
call out every construction detail the Agency and City believe is important.
The Bridging Documents will play a role in the development of the project regardless of which
development option the Board selects. If the Agency develops the project itself, or partners with a
developer, the construction details and. specifications will be included in the Bridging contract
with the construction firm and/or developer. If the City sells the project, the details and
specifications will be included in the Bridging Sale Agreement. In either case, the construction
firm or developer will be contractually obligated under the Bridging Documents to follow the
Agency's and City's development specifications. Additionally, if the Agency develops the project
itself, the use of the Bridging Documents will minimize the risk of cost overruns during
construction.
FUNDING
Funding for this project is available in the Agency's current Capital Improvement Project budget.
Staff Report
Subject: Agreement Amendment. with Brookwood Group for 418 Linden Avenue
Page 3
CONCLUSION
It is recommended that the Redeveloprnent Agency Board adopt the attached Resolution
approving an amendment to the Consulting Services Agreement with Brookwood Group for
development management services for 418 Linden Avenue to increase the agreement amount by
$150,000 to include the costs of engineering, environmental and marketing sub-consultants and
authorizing the Executive Director to execute the amendment.
Marty Van Duyn
Assistant Executive Director
Attachment: Resolution
Approve • ~ C~
arry M. Nag
Executive Director
Amendment to Consulting Services Agreement
Exhibit 1 - 418 Linden Design Elevations
1506506.1
RESOLUTION NO.
REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO,
STATE OF CALIFORNIA
A RESOLUTION APPROVING AN AMEI~TDMENT TO THE
CONSULTING SERVICES AGREEI`/IENT WITH
BROOKWOOD GROUP TO INCREASE THE
AGREEMENT AMOUNT BY $150,000 TO INCLUDE THE
COSTS OF ENGINEERING, ENVIRONMENTAL AND
MARKETING SUB-CONSULTANTS.
WHEREAS, the Redevelopment Agency of the City of South San Francisco
("Agency") is the owner of that certain real property located at 418 Linden Ave. in South
San Francisco ("Property"); and
WHEREAS, the Agency intends to construct amixed-use project ("Project") on
the Property;
WHEREAS, the Agency selected the Brookwood Group ("Brookwood") to
provide development management services ("Services") ~r the Project based er.
Brookwood's demonstrated competence, experience with the site, and deveiopment
expertise necessary to conduct the required services; and
WHEREAS, on January 13, 2010, the Agency and Brookwood entered into a
Consulting Services Agreememr ("Agreement") pursuant to which Brookwood agreed to
perform the Services and the .Agency agreed to pay Brookwood a sum not to exceed
$361,159; and
WHEREAS, the Agreement amount does not include compensation for
engineering, environmental and marketing sub-consultants for the Project because at the
time of execution of the Agreement the actual sub-consultant costs ("Sub-consultant
Costs") were unknown;
WHEREAS, since execution of the Agreement, Brookwood has determined that
the Sub-Consultant Costs will total $150,000; and
WHEREAS, the Agency and Brookwood have negotiated an amendment to the
Agreement substantially in thc; form attached hereto as Exhibit A_ ("Amendment") to
increase the Agreement amount to $511,159 to include the Sub-Consultant Costs.
NOW, THEREFORE, BE IT RESOLVED, by the Redevelopment Agency of the
City of South San Francisco that the Agency hereby approves the Amendment.
BE IT FUR"THER RESOLVED that the Executive Director (or his designee) is
hereby authorized to execute the Amendment, to make revisions to the Amendment,
subject to the approval of counsel, which do not materially or substantially increase the
Agency's obligations thereunder, to sign all documents, make all approvals and take all
actions necessary or appropriate to carry out and implement the intent of this Resolution.
I hereby certify that the foregoing Resolution was regularly introduced and
adopted by the Redevelopment Agency of the City of South San Francisco at a
meeting held on the 8`~' day of S'~eptember 2010 by the following vote:
AYES:
NOES:
ABSTAIN
ABSENT:
ATTEST:
1506436.1
City Clerlc
2
AMENDMENT TO CONSULTING SERVICES AGREEMENT WITH
BROOKWOOD GROUP, INC.
THIS AMENDMENT TO CONSULTING SERVICES AGREEMENT ("Amendment")
is entered into effective as of , 2010 ("Effective Date"), by and between the
Redevelopment Agency of the City of South San Francisco, a public body, corporate and politic
("AGENCY") and Brookwood Group, Inc., a California Corporation ("CONSULTANT").
AGENCY and CONSULTANT are hereinafter collectively referred to as the "Parties."
RECITALS
WHEREAS, AGENCY and CONSULTANT entered into that certain Consulting
Services Agreement dated January 13, 2010 pursuant to which CONSULTANT agreed to
perform certain services related to tLie development of 418 Linden Avenue and AGENCY agreed
to pay CONSULTANT a sum not to exceed Three Hwldred Sixty-One Thousand One Hundred
Fifty-Nine Dollars ($361,159); and
WHEREAS, the budget previously provided to the AGENCY by CONSULTANT did not
include costs for the services of environmental, engineering and marketing sub-consultants
("Sub-Consultant Costs") because such costs were previously unknown; and
WHEREAS, CONSTJLTAN'T has determined that the Sub-Consultant Costs will total
One Hundred Fifty Thousand Dollars ($150,000) as described in Exhibit A; and
WHEREAS, the parties desire to amend the Agreement to include the Sub-Consultant
Costs.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the; Parties agree as follows:
Section 2 of tlhe Agreement is amended as follows:
Agency hereby agrees to pay Consultant an aggregate sum not to exceed Five
Hundred Eleven Thousand C>ne Hundred Fifty-Nine Dollars ($511,159) on a time
and materials basis for services to be performed and reimbursable costs incurred
pursuant to this Agreement..[n the event of a conflict between this Agreement and
Consultant's proposal, attacl-ed as Exhibit A, regarding the amount of
compensation, the Agreement shall prevail. Agency shall pay Consultant for
services rendered pursuant to this Agreement at the time and in the manner set
forth herein. The payments specified below shall be the only payments from
Agency to Consultant for services rendered pursuant to this Agreement.
Consultant shall submit all invoices to Agency in the manner specified herein.
Except as specifically authorized by Agency, Consultant shall not bill Agency for
duplicate services performed) by more than one person.
2. All other terms, conditions and provisions in the Agreement remain in full force
and effect.
3. This Amendment may be executed in one or more counterparts; each of which
shall be an original and all of which taken together shall constitute one instrument.
4. This Amendment, to;Rether with the Agreement contains the entire agreement
between the Parties with respect to the subject matter hereof and supersedes all prior oral or
written agreements between the Panties with respect thereto.
IN WITNESS ~.~HEREOF, AGENCY and CONSULTANT have executed this
Amendment as of the date first written above.
AGENCY:
Redevelopment Agency of the City of South San
Francisco,
a public body, corporate and politic
By:
Barry M. Nagel, Executive Director
ATTEST:
By
Agency Secretary
APPROVED AS TO F ORM:
By
Steven T. Mattas, City Attorney
CONSULTANT:
;urookwood Group, Inc.,
a California corporation
By:
Its:
Exhibit A
Sub-Consulting Services and Costs
Consultants Cost
Structural Engineering (Telesis Engineering) $ 6,000
Civil Engineering (BKF Engineers) $ 6,800
Civil Engineering Site Survey (MacLeod Engineering) $ 1,500
Survey of existing fiber at Linden (Subtronic Corporation) $ 4,250
Mechanical, Plumbing & Fire Protection (Timmons) $ 21,680
Electrical Engineering (Timmons) $ 6,550
LEED Consulting (KEMA) $ 3,400
LEED Provider (Davis Energy Group) $ 750
Sales Consulting and Condominiurn Brokerage (PMA) $ 7,500
Retail Consultant (Weisbach Consulting) $ 2,500
Project Cost Consulting (Davis Langdon) $ 10,000
Telecommunications (KC Future Planning) $ 2,800
Acoustical Consultant (Charles Salter) $ 19,500
Legal Fees (Allowance) $ 5,000
3D Renderings (if required by the Design Review Board) $ 10,000
Allowance for Code/Eievatoring/ /Waterproofing/Lighting Consultants $ 15,000
Reimbursable expenses aiid administrative marls-up $ 21,565
Contingency $ 5,205
Total $ 150,000
1506522.1
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J O
c'~LIFOR~IA ~ RDA AGENDA ITEM # 7
taff ~e ort
DATE: September 8, 20l 0
TO: The Honorable Mayor and City Council
The Honorable Chair andl Redevelopment Agency Board
FROM: Marty Van Duyn, Assistant City Manager
SUBJECT: RESOLUTIONS APPROVING AN AMENDMENT, TO EXTEND THE
MEMORANDUM OF UNDERSTANDING AMONG THE CITY OF SOUTH SAN
FRANCISCO. SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY AND
OYSTER POINT VEN~['URES LLC FOR POTENTIAL DEVELOPMENT OF THE
OYSTER POINT MARINA AND OYSTER POINT BUSINESS PARK
RECOMMENDATION
Staff recommends that the City Council and Agency Board each approve the attached
Resolutions, approving an amendment to extend the Memorandum of Understanding among the
City of South San Francisco, South San Francisco Redevelopment Agency and Oyster Point
Ventures LLC.
BACKGROUND & DISCUSSION
The City owns property located at the Oyster Point Marina. Oyster Point Ventures LLC is a joint
venture between Shorenstein Properties and SKS Investments LLC ("S/SKS"). S/SKS purchased the
Oyster Point Business Park, which is adjacent to the Oyster Point Marina; for the purpose of
developing the Oyster Point Business Park into a modern research and development life sciences
campus. In addition, S/SKS has acquired the King Ventures leasehold interest in the City's property.
In collaboration with the City, S/SKS has proposed apublic-private development approach at the
Oyster Point Marina and the Oyster Point Business Park; that would result in an integrated
development of a modern life sciences campus, with research and development and/or office buildings,
commercial development located near and oriented to the proposed public ferry terminal, continued
harbor and marina uses, and enhanced public open/recreation space amenities (collectively, the
"Project").
In May, 2009, the City Council approved a Memorandum of Understanding ("MOU") with S/SKS to
establish anon-binding mutual understanding among the City, Redevelopment Agency and S/SKS
regarding: (I) a project description to undertake the required analysis by the City and Redevelopment
Staff Report
Subject: Oyster Point Ventures MOU and Harbor District MOU
Page 2 of 3
Agency pursuant to the California Environmental Quality Act ("CEQA"), (2) feasibility of the Project
and proposed allocation of estimated infrastructure costs among the parties, and (3) the necessary
planning activities, entitlements and agreements necessary to implement the Project.
Since the MOU was approved in May 2009, staff and S/SKS have made significant progress towards
finalizing draft land use entitlements for the City Council's and Redevelopment Agency Board's
consideration. Many of the environmental analyses that will be required for the Environmental Impact
Report are nearly complete. Staff anticipates that an administrative draft of the EIR will be ready for
review as early as this fall. S/SKS a:nd staff have identified specific, though relatively minor,
amendments and changes to the General Plan that will be required by the Project. S/SKS has prepared,
and staff has revised a draft specific plan for the Project, including design guidelines for the private
portion. Staff continues to work with the City's consultant, ROMA Design Group, to finalize plans for
the public portion of the Project. Staff and members of the S/SKS team have been negotiating deal
points and exchanging drafts of a development agreement and a separate disposition and development
agreement. Notwithstanding this progress, given the complexities of a project of this scale, the
environmental review required, and the redevelopment issues that still need to be resolved, the parties
anticipate that the draft Project entitlements will not be ready for City consideration by the expiration
date of the MOU. Accordingly, to ensure that the City and S/SKS are able to maintain the negotiated
benefits and obligations of the MOU, staff and S/SKS desire to extend the term of the MOU.
The attached Resolutions propose an amendment to Section S.l of the MOU ("First Amendment"). if
approved, the First Amendment would extend the effective period of the MOU to September 30, 201 ],
and retain the option to extend for up to three additional thirty-day periods, as approved in the original
MOU. The First Amendment would not: affect any other sections, terms, or conditions of the MOU;
which staff and S/SKS agree would all remain in full force and effect.
ENVIRONMENTAL IMPACT
Approval of the original MOU did not authorize the construction of the proposed Project or any other
construction. and did not result in either a direct or reasonably foreseeable indirect physical change in
the environment: rather. the MOU only committed the parties to certain obligations related to the
further planning and negotiation of the property exchanges and development of the Project. Likewise,
approval of the First Amendment would not authorize any construction of the proposed Project or any
other construction. and would not result in either a direct or reasonably foreseeable indirect physical
change in the environment. Approval of the First Amendment would simply extend the term of the
existing MOU. No construction will be authorized until (i) City, in conjunction with RDA, has
prepared, certified as adequate and approved an Environmental hnpact Report under CEQA; (ii) City
has approved the land use entitlements required for the Project; and (iii) any agreements or regulatory
permits required by any other applicable regulatory agencies have been obtained. Accordingly, no
further environmental review is required for approval of the First Amendment.
Staff Report
Subject: Oyster Point Ventures MOU and Harbor District MOU
Page 3 of 3
FISCAL IMPACT
Pursuant to the MOU with S/SKS, S/SKS will pay for or reimburse the City and Redevelopment
Agency for all costs related to the negotiations of any binding agreements, analysis under CEQA of the
Nroject and all planning activities. The proposed First Amendment extending the term of the MOU will
not affect this obligation.
CONCLUSION
Staff recommends that the City Council and Agency Board each approve the attached Resolutions,
approving an amendment to extend the :Memorandum of Understanding among the City of South San
Francisco, South San Francisco Redevelopment Agency and Oyster Point Ventures LLC.
~y ~ Approved
;' / -- '°
Marty Van Dun arry M. Nag
Assistant City Manager City Manager
Enclosures: City Resolution - S/SKS MOU Extension
Redevelopment Agency Resolution - S/SKS MOU Extension
RESOLUTION NO.
REDEVELOPMENT AGENCY BOARD, CITY OF SOUTH SAN FRANCISCO.
STATE OF CALIFORNIA
A RESOLUTION APPROVING AN AMENDMENT TO
EXTEND THE MEMORANDUM OF UNDERSTANDING
AMONG THE CITY OF SOUTH SAN FRANCISCO,
REDEVELOPMENT AGENCY OF THF, CITY OF SOUTH
SAN FRANCISCO AND OYSTER POINT VENTURES LLC
FOR POTENTIAL DEVELOPMENT OF THE OYSTER
POINT MARINA .AND OYSTER POINT BUSINESS PARK
WHEREAS, the Kedevelopment Agency of the City of South San Francisco
("Agency") is a redevelopment agency formed, existing and exercising its powers
pursuant to the provisions the Community Redevelopment Law of the State of California
(Health and Safety Code Section 33000 et seq.); and;
WHEREAS, the City Council of the City of South San Francisco ("City") has
adopted a Redevelopment Plan far the Downtown/Central Project Area (as amended, the
"Project Area"); and,
WHEREAS; the City is the owner of certain real property located within the
Project Area and commonly known as the Oyster Point Marina ("Marina Property"); and,
WHEREAS, Oyster Point Ventures LLC, a joint venture between Shorenstein
Properties and SKS Investments LLC ("S/SKS"), purchased the Oyster Point Business
Park, which is adjacent to the Oyster Point Marina, for the purpose of developing the
Oyster Point Business Park into a modern research and development life sciences
campus; and,
WHEREAS, in collaboratiion with the City and the Agency; S/SKS has proposed a
public-private development approach that would result in an integrated development of
the Oyster Point Marina and the Oyster Point Business Park ("Project''); and.
WHEREAS, in May 200!9 the City Council and Redevelopment Agency Board
approved anon-binding Memorandum of Understanding ("MOU"), that establishes a
non-binding tentative understandiing among the City, Agency and S/SKS regarding (1) a
description of the Project to undertake the required a~~alysis by the City and Agency
pursuant to the California Environmental Quality Act ("CEQA"), (2) the feasibility of the
project and allocation of estimated costs among the parties, and (3) the necessary
planning activities, entitlements and agreements to implement the Project:. and,
WHEREAS, the City, Agency, and S/SKS now all wish to extend the term of the
MOU, as described in the proposed First Amendment, attached to this Resolution as
Attachment 1: and
WHEREAS, the First Amendment to the MOU would extend the effective period
of the MOU, but would not change any other sections, terms, or conditions of the MOU,
which would remain in full force and effect: and
WHEREAS, the MOU is a preliminary, non-binding agreement, and neither the
MOU nor the First Amendment thereto, commits the City or Agency to a definite course
of action or forecloses consideration of alternatives: and certification of environmental
review pursuant to CEQA will be required prior approval of any land use entitlements for
the Project; therefore; execution of this First Amendment to the MOU is not an
"approval" of a "project,'" as those terms are defined in CEQA.
NOW, THEREFORE; BE lT RESOLVED that the Redevelopment Agency Board
of the City of South San Francisco hereby:
(]) Finds and determines that the recitals are true and correct;
(2) Approves the First Amendment to the MOU in substantially the same
form attached hereto as Attacllrr~ent 1;
(3) Authorizes the Executive Director to enter into and execute the First
Amendment to the MOU in substantially the same form as attached hereto as Attachment
], and with any revisions; amendments, or modifications deemed necessary by counsel to
the Agency to can-y out the intent of this Resolution and which do not materially or
substantially increase the Agency's obligations thereunder: and
I hereby certify that the foregoing Resolution was regularly introduced and
adopted by the Redevelopment Agency Board of the City of South San Francisco at a
regular meeting held on the day of 20l 0 by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
A7~"TEST:
City Clerk
1507616
2
RE>OLUTION NO
CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO,
STATE OF CALIFORNIA
A RESOLUTIOI\f APPROVING AN AMENDMENT TO
EXTEND THE MEMORANDUM OF UNDERSTANDING
AMONG THE CITY OF SOUTH SAN FRANCISCO,
REDEVELOPME]~1T AGENCY OF THE CITY OF SOUTH
SAN FRANCISCO AND OYSTER POINT VENTURES LLC
FOR POTENTIAL DEVELOPMENT OF THE OYSTER
POINT MARINA AND OYSTER POINT BUSINESS PARK
WHEREAS, the City Council of the City of South San Francisco ("City'') has
adopted a Redevelopment Plan for the Downtown/Central Project Area (as amended, the
"Project Area"); and,
WHEREAS, the City is the owner of certain real property located within the
Project Area and commonly known as the Oyster Point Marina ("Marina Property"); and_
WHEREAS, Oyster Point Ventures LLC, a joint venture between Shorenstein
Properties and SKS Investments LLC ("S/SKS"), purchased the Oyster Point Business
Park, which is adjacent to the C-yster Point Marina, for the purpose of developing the
Oyster Point Business Park into a modern research and development life sciences
campus; and,
WHEREAS. in collaboration with the City and the South San Francisco
Redevelopment Agency.. S/SKS has proposed apublic-private development approach that
would result in an integrated development of the Oyster Point Marina and the Oyster
Point Business Park ("Project"); and,
WHEREAS, in May 2009 the City Council and Redevelopment Agency Board
approved anon-binding Memorandum of Understanding ("MOU"), that establishes a
non-binding tentative understanding among the City, Agency and S/SKS regarding (l) a
description of the Project to undertake the required analysis by the City and Agency
pursuant to the California Environmental Quality Act ("CEQA"), (2) the feasibility of the
project and allocation of estimated costs among the parties, and (3) the necessary
planning activities, entitlements and agreements to implement the Project; and,
WHEREAS, the City, Agency, and S/SKS now all wish to extend the term of the
MOU, as described in the proposed First Amendment, attached to this Resolution as
Attachment I; and
WHEREAS, the First Amendment to the MOU would extend the effective period
of the MOU, but would not change any other sections, terms; or conditions of the MOLL,
which would remain in full force and effect; and
WHEREAS, the MOU is a preliminary, non-binding agreement; and neither the
MOU nor the First Amendment thereto, commits the City to a definite course of action or
forecloses consideration of alternatives; and certification of environmental review
pursuant to CEQA will be required prior approval of any land use entitlements for the
Project; therefore, execution of this First Amendment to the MOU is not an "approval'" of
a "project,'' as those terms are defined in CEQA.
NOW; THEREFORE, BE IT RESOLVED that the City Council of the City of
South San Francisco hereby:
(l) Finds and determines that the recitals are true and correct;
(2) Approves the First Amendment to the MOU in substantially the same
form attached hereto as Attachment l ;
(3) Authorizes the City Manager to enter into and execute the First
Amendment to the MOU in substantially the same form as attached hereto as Attachment
l ; and with any revisions, amendments, or modifications deemed necessary by the City
Attorney to carry out the intent of this Resolution and which do not materially or
substantially increase the City's obligations thereunder; and
I hereby certify that the foregoing Resolution was regularly introduced and
adopted by the City Cow~cil of the City of South San Francisco at a regular meeting held
on the _ day of 2010 by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
1507614
ATTEST:
City Clerk1507614.1
2
FIRST AMENDMENT 'TO MEMORANDUM OF UNDERSTANDING
(Oyster Point Marina)
THIS FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING (this "First
Amendment"), dated and made effective as of .2010 (the "Effective Date") is
entered into by and among the City of South San Francisco, a California municipal corporation
("City"), South San Francisco Redevelopment Agency, a public body, corporate and politic
("RDA") and Oyster Point Ventures.. LLC, a Delaware limited liability company ("Developer').
City, RDA, and Developer are hereinafter collectively referred to as the "Parties."
RECITALS
A. The Parties previously entered a Memorandum of Understanding ("MOU").
effective as of May 13, 2009, setting forth preliminary points of agreement among the Parties
regarding the potential redevelopmem[ of the area commonly known as the Oyster Point Marina
("Marina Property") and establishing a period during which Developer would have the exclusive
right to negotiate with City and Agency regarding the conveyance and development of portions of
the Marina Property.
B. The MOU provided in Section 5.1 that its effective term ("Term") would commence
on a specified Commencement Date, and would terminate five hundred forty (540) days thereafter,
unless extended or earlier terminated as provided in the MOU. The Commencement Date (defined
as the first date on which (i) City, RDA; and Developer have all duly approved and executed the
MOU, (ii) City and the San Mateo County Harbor District ("Harbor District") have both duly
approved and executed a separate City/Harbor District MOU, and (iii) all other conditions to the
effectiveness of the assignment of certain King Leases have been satisfied, including consent by the
California Department of Boating and Waterways; Harbor District, and City) was May 27, 2009.
C. The MOU further specified that the Parties may extend the Term for a maximum of
three (3) additional thirty (30) calendar day terms, or as otherwise mutually agreed upon the mutual
written agreement of the Parties and approval by the City Council and RDA, provided that the
activities contemplated in the MOU nave progressed to the satisfaction of the City Council and
RDA in their sole discretion.
D. In order to complete environmental review and obtain required governmental
approvals and entitlements for the proposed redevelopment project, the Parties have determined that
it is necessary to extend the Term beyond that set forth in the MOU, including the three additional
30-day extensions specified in the MOU.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in
the MOU and hereinafter. and other good and valuable consideration.. the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
AGREEMENT
Section 1 MOU in Effect. The Parties acknowledge and agree that the MOU remains in full
force and effect.
sf-2884308
Section 2 Section 5.1 Amended. Section 5.1 of the MOU is hereby amended to read in full as
follows:
5.1 Term. The term of this MOU (the "Term") shall commence on the Commencement
Date, and shall terminate on September 30, 201 1, unless extended or earlier
terminated as provided herein. The Term may be extended for up to a maximum of
three (3) additional thirty (30) calendar day terms, or as otherwise mutually agreed,
upon the mutual written agreement of the Parties and approval by the City Council
and RDA, provided that the activities contemplated herein have progressed to the
satisfaction of the City Council and RDA in their reasonable discretion.
Section 3 Other Terms and Conditions to Remain in Effect. All other provisions. terms,
and conditions of the MOU not expressly amended by this First Amendment shall remain in full
force and effect.
IN WITNESS WHEREOF, the Parties have executed this First Amendment effective as of
the date first written above.
CITY
CITY OF SOUTH SAN FRANCISCCI,
a municipal corporation
By: _
Name: _
City Manager
ATTEST:
By: _
City Clerk
APPROVED AS TO FORM:
By
City Attorney
AGENCY
REDEVELOPMENT AGENCY OF THE
CITY OF SOUTH SAN FRANCISCO,
a public body, corporate and politic
By:
Name:
Executive Director
ATTEST:
By:
Agency Secretary
APPROVED AS TO FORM:
By:
Agency General Counsel
sf-?884308 2
DEVELOPER
OYSTER POINT VENTURES LLC,
a Delaware limited liability company
By: SRI Nine Oyster Point LLC,
a Delaware limited liability company.
its Managing Member
By
Name:
Its
By: SKS Oyster Point, LLC,
a Delaware limited liability company,
its Member
By:
Name:
Its
sf-2884308