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09.10.2025@630 Regular CC
Wednesday, September 10, 2025 6:30 PM City of South San Francisco P.O. Box 711 South San Francisco, CA Library Parks & Recreation Building, Council Chambers 901 Civic Campus Way, South San Francisco, CA City Council EDDIE FLORES, Mayor (District 5) MARK ADDIEGO, Vice Mayor (District 1) JAMES COLEMAN, Councilmember (District 4) MARK NAGALES, Councilmember (District 2) BUENAFLOR NICOLAS, Councilmember (District 3) ROSA GOVEA ACOSTA, City Clerk FRANK RISSO, City Treasurer SHARON RANALS, City Manager SKY WOODRUFF, City Attorney Regular Meeting Agenda 1 September 10, 2025City Council Regular Meeting Agenda How to observe the Meeting (no public comment, including via Zoom): 1) Local cable channel: Astound, Channel 26, Comcast, Channel 27, or AT&T, Channel 99 2) https://www.ssf.net/Government/Video-Streaming-City-and-Council-Meetings/City-Council 3) https://www.youtube.com/@CityofSouthSanFrancisco/streams 4) Zoom meeting (streaming only): https://ssf-net.zoom.us/j/81072693726 Webinar ID: 810 7269 3726 Join by Telephone: +1 669 900 6833 How to submit written Public Comment before the City Council Meeting: Members of the public are encouraged to submit public comments in writing in advance of the meeting via the eComment tab by 4:30 p.m. on the meeting date. Use the eComment portal by clicking on the following link : https://ci-ssf-ca.granicusideas.com/meetings or by visiting the City Council meeting's agenda page. eComments are also directly sent to the iLegislate application used by City Council and staff. How to provide Public Comment during the City Council Meeting: COMMENTS ARE LIMITED TO THREE (3) MINUTES PER SPEAKER During a meeting, comments can only be made in person: Complete a Digital Speaker Card located at the entrance to the Council Chambers. Be sure to indicate the Agenda Item # you wish to address or the topic of your public comment. When your name is called, please come to the podium, state your name and address (optional) for the Minutes. American Disability Act: The City Clerk will provide materials in appropriate alternative formats to comply with the Americans with Disabilities Act. Please send a written request to Office of the City Clerk at 400 Grand Avenue, South San Francisco, CA 94080, or email at all-cc@ssf.net. Include your name, address, phone number, a brief description of the requested materials, and preferred alternative format service at least 72-hours before the meeting. Accommodations: Individuals who require special assistance of a disability -related modification or accommodation to participate in the meeting, including Interpretation Services, should contact the Office of the City Clerk by email at all-cc@ssf.net, 72-hours before the meeting. Page 2 City of South San Francisco Printed on 9/11/2025 2 September 10, 2025City Council Regular Meeting Agenda CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE AGENDA REVIEW LEVINE ACT DISCLOSURES (SB 1181) If you have donated $500 or more to the campaign of a South San Francisco elected official in the past twelve (12) months, please read the following paragraphs carefully: • The Levine Act (Gov. Code § 84308) requires any Party, Agent, or Participant, as defined in §84308(a), of a proceeding involving any grants, denials, renewals, restrictions, or modifications to any licenses and permits, entitlements for use, contracts, or franchises (“Proceeding”), to disclose on the record any contributions they have made to any elected, appointed, or candidate for City Officer totaling more than $500 within the preceding 12 months. • The Levine Act also requires any elected, appointed, alternate, or candidate for City Officer who has received a contribution totaling $500 within the past 12 months from a Party, Agent, or Participant of a Proceeding to (1) disclose that fact on the record involving the Proceeding and (2) to recuse themselves from, and in no way attempt to use their official position to influence any decision involving, the Proceeding. • Elected, appointed, alternates, or candidates for City Officer are prohibited from accepting, soliciting, and directing, and Parties, Participants, and Agents are prohibited from making, campaign contributions of more than $500 while the Proceeding is pending and for 12 months after the date a final decision is rendered for the Proceeding. Violations of the Levine Act may result in a civil action brought by the Fair Political Practice Commission (FPPC) for an amount up to five thousand dollars ($5,000) per violation. Any person who knowingly or willfully violates any provision of the Political Reform Act is guilty of a misdemeanor and subject to a fine of up to the greater of ten thousand dollars ($10,000) or three times the amount the person unlawfully contributed upon conviction for each violation. ANNOUNCEMENTS FROM STAFF PRESENTATIONS Proclamation celebrating National Hispanic Heritage Month. (Eddie Flores, Mayor)1. Proclamation recognizing September as Prostate Cancer Awareness Month. (Eddie Flores, Mayor) 2. Page 3 City of South San Francisco Printed on 9/11/2025 3 September 10, 2025City Council Regular Meeting Agenda Proclamation recognizing September as National Preparedness Month. (Eddie Flores, Mayor) 3. Proclamation recognizing September 17 – 23, 2025 as Constitution Week. (Eddie Flores, Mayor) 4. COUNCIL COMMENTS/REQUESTS PUBLIC COMMENTS Under the Public Comment section of the agenda, members of the public may speak on any item not listed on the Agenda and on items listed under the Consent Calendar. Individuals may not share or offer time to another speaker. Pursuant to provisions of the Brown Act, no action may be taken on a matter unless it is listed on the agenda, or unless certain emergency or special circumstances exist. The City Council may direct staff to investigate and/or schedule certain matters for consideration at a future Council meeting . Written comments on agenda items received prior to 4:30 p.m. on the day of the meeting will be included as part of the meeting record but will not be read aloud. If there appears to be a large number of speakers, the Mayor may reduce speaking time to limit the total amount of time for public comments (Gov. Code sec. 54954.3(b)(1).). Speakers that are not in compliance with the City Council's rules of decorum will be muted. CONSENT CALENDAR Matters under the Consent Calendar are considered to be routine and noncontroversial. These items will be enacted by one motion and without discussion. If, however, any Council member (s) wishes to comment on an item, they may do so before action is taken on the Consent Calendar. Following comments, if a Council member wishes to discuss an item, it will be removed from the Consent Calendar and taken up in order after adoption of the Consent Calendar. Motion to approve the Minutes from the meetings of August 27, 2025 and September 5, 2025. (Office of the City Clerk) 5. Motion to cancel the Regular City Council meeting of October 8, 2025. (Rosa Govea Acosta, City Clerk) 6. Motion to approve the re-appointment of one (1) member to the Housing Authority Tenant Commission, and three (3) members to the Youth Commission. (Rosa Govea Acosta, City Clerk) 7. Report regarding a resolution authorizing the City Manager to execute a five-year professional services agreement with Intermedia.net, Inc. for upgrading the City phone system to a Unified Communication hosted platform in the amount not to exceed $736,259 (Tony Barrera, Director of Information Technology) 8. Page 4 City of South San Francisco Printed on 9/11/2025 4 September 10, 2025City Council Regular Meeting Agenda Resolution authorizing the City Manager to execute a five-year professional services agreement with Intermedia.net, Inc. for upgrading the City phone system to a Unified Communication hosted platform in the amount not to exceed $736,259 (Tony Barrera, Director of Information Technology) 8a. Report regarding a resolution approving a purchase and sale agreement and accepting a quitclaim deed for a portion of Old Mission Road (referred to as San Francisco Public Utilities Commission Parcel 21) and authorizing the City Manager to execute a purchase and sale agreement and certificates of acceptance. (Jacob Gilchrist, Director of Capital Projects, and Sky Woodruff, City Attorney) 9. Resolution approving a purchase and sale agreement and accepting a quitclaim deed for a portion of Old Mission Road (identified as San Francisco Public Utilities Commission Parcel 21), for the Community Civic Campus Project and authorizing the City Manager to execute a certificate of acceptance. 9a. Report regarding a resolution accepting $100,000 from the State of California, Office of Traffic Safety for the “Selective Traffic Enforcement Program” (STEP) to be used for personnel overtime, equipment, and training expenses and amend the Police Department’s Operating Budget for fiscal year 2025-26 by approving Budget Amendment Number 26.016 (Fahmida Murphy, Police Lieutenant and Jim Portolan, Police Sergeant) 10. Resolution accepting $100,000 from the State of California, Office of Traffic Safety for the “Selective Traffic Enforcement Program” to be used for personnel overtime, equipment, and training expenses and to amend the Police Department’s Operating Budget for fiscal year 2025-26 by approving Budget Amendment Number 26.016. 10a. Report regarding a resolution approving Budget Amendment Number 26.019 and authorizing the City’s acquisition of a Below Market Rate (BMR) unit at 2230 Gellert Boulevard, Unit 3303 (APN 104-540-230). (Elia Moreno, Management Analyst I) 11. Resolution approving Budget Amendment Number 26.019 and authorizing the City’s acquisition of a Below Market Rate (BMR) unit at 2230 Gellert Boulevard, Unit 3303 (APN 104-540-230). 11a. Report regarding a second reading and adoption of an Ordinance adopting a Development Agreement to extend approved entitlements to construct a new Office/R&D Campus and multi-family residential building at 180 El Camino Real in the Planned Development (PD) Zoning District for a period of ten (10) years in exchange for payment of Community Benefit Monetary Contribution obligations in accordance with Title 19 and 20 of the South San Francisco Municipal Code. (Billy Gross, Principal Planner) 12. Page 5 City of South San Francisco Printed on 9/11/2025 5 September 10, 2025City Council Regular Meeting Agenda Ordinance adopting a Development Agreement to extend approved entitlements to construct a new Office/R&D Campus and multi-family residential building at 180 El Camino Real in the Planned Development (PD) Zoning District for a period of ten (10) years in exchange for payment of Community Benefit Monetary Contribution obligations in accordance with Title 19 and 20 of the South San Francisco Municipal Code. 12a. Report regarding a proposed Development Agreement to extend approved entitlements to construct a new Office/R&D Campus at 800 Dubuque Avenue in the East of 101 Transit Core (ETC) Zoning District for a period of ten (10) years in exchange for pre-payment of Community Benefit Program Fee obligations in accordance with Title 19 and 20 of the South San Francisco Municipal Code and a recommendation determining consistency of the proposed action with the adopted Initial Study/Mitigated Negative Declaration (IS/MND) pursuant to the California Environmental Quality Act. (Tony Rozzi, AICP, Deputy Economic and Community Development Director) 13. Ordinance adopting a Development Agreement to extend approved entitlements to construct a new Office/R&D Campus at 800 Dubuque Avenue in the East of 101 Transit Core Zoning District for a period of ten (10) years in exchange for pre-payment of Community Benefit Program Fee obligations in accordance with Title 19 and 20 of the South San Francisco Municipal Code. 13a. Report regarding second reading and adoption of an Ordinance adopting amendments to Title 20 (Zoning) of the South San Francisco Municipal Code regarding provisions regulating tobacco use to make minor revisions, corrections, and clarifications to ensure consistency throughout the Municipal Code, and to remove “Hookah Bar / Smoking Lounge” from the Commercial Use Classifications under Section 20.620.040. (Adena Friedman, Chief Planner) 14. Ordinance Amending Title 20 of the South San Francisco Municipal Code to make minor revisions, corrections, and clarifications to ensure consistency throughout the Municipal Code, and to remove “Hookah Bar/Smoking Lounge” from the Commercial Use Classifications under Section 20.620.040. 14a. ADMINISTRATIVE BUSINESS Report regarding a resolution adopting the City of South San Francisco Age-Friendly Action Plan. (Laura Armanino, Recreation Program Manager) 15. Resolution adopting the City of South San Francisco Age-Friendly Action Plan for calendar years 2026-2029. 15a. Page 6 City of South San Francisco Printed on 9/11/2025 6 September 10, 2025City Council Regular Meeting Agenda ITEMS FROM COUNCIL – COMMITTEE REPORTS AND ANNOUNCEMENTS CLOSED SESSION Closed Session: Public Employment (Pursuant to Government Code Section 54957) Title: City Manager 16. ADJOURNMENT Page 7 City of South San Francisco Printed on 9/11/2025 7 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-944 Agenda Date:9/10/2025 Version:1 Item #:1. Proclamation celebrating National Hispanic Heritage Month.(Eddie Flores, Mayor) City of South San Francisco Printed on 9/11/2025Page 1 of 1 powered by Legistar™8 Dated: September 10, 2025 IN RECOGNITION OF NATIONAL HISPANIC HERITAGE MONTH WHEREAS, National Hispanic Heritage Month began as a way to promote the history, culture, and contributions of Hispanic Americans – specifically those whose ancestors came from Spain, Mexico, the Caribbean, and Central and South America; and WHEREAS, Hispanic Heritage Month started in 1968 as Hispanic Heritage Week under President Lyndon B. Johnson and was expanded to cover a thirty-day period starting on September 15 and ending on October 15. Hispanic Heritage Month was enacted into law on August 17, 1988, on the approval of Public Law 100-402; and WHEREAS, the day of September 15 is significant because it is the anniversary of independence for Latin American countries Costa Rica, El Salvador, Guatemala, Honduras, and Nicaragua. In addition, Mexico and Chile celebrate their independence days on September 16 and September 18 respectively; and WHEREAS, this year’s theme is “Collective Heritage: Honoring the Past, Inspiring the Future” which was chosen by The National Council of Hispanic Employment Program Manager (NCHEPM) to guide observances and celebrations for the month and emphasizes the shared history, culture, and experiences that unite diverse Hispanic and Latine communities; and WHEREAS, sixty-five million Americans identify as Hispanic, making Hispanics the largest ethnic minority, with the majority of the U.S. Hispanic population residing in California, Texas, and Florida; and WHEREAS, Hispanic Americans have been integral to the prosperity of the United States. As legislators, artists, judges, farmworkers, musicians, and activists, their contributions to the nation are immeasurable, and they embody the best of American values; and WHEREAS, Hispanic Americans have enhanced and shaped our national character with centuries-old traditions that reflect the multi-ethnic and multicultural customs of their communities, while adding their own distinct and dynamic perspectives to the story of our country. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco does hereby recognize September 15 – October 15, 2025, as National Hispanic Heritage Month - a time to reflect on and celebrate the Hispanic American community and how it has left an indelible mark on the U.S. culture and economy. _______________________________ Eddie Flores, Mayor ________________________________ Mark Addiego, Vice Mayor ________________________________ James Coleman, Councilmember ________________________________ Mark Nagales, Councilmember ________________________________ Buenaflor Nicolas, Councilmember 9 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-945 Agenda Date:9/10/2025 Version:1 Item #:2. Proclamation recognizing September as Prostate Cancer Awareness Month.(Eddie Flores, Mayor) City of South San Francisco Printed on 9/11/2025Page 1 of 1 powered by Legistar™10 Dated: September 10, 2025 IN RECOGNITION OF SEPTEMBER AS PROSTATE CANCER AWARENESS MONTH September 10, 2025 WHEREAS, prostate cancer is the second leading cause of cancer death in American men and is the most common non-skin cancer in America, with 1 in 8 men diagnosed with prostate cancer sometime in their lifetime; and WHEREAS, the American Cancer Society estimates there will be over 313,000 new cases of prostate cancer in the United States in 2025, resulting in an estimated 36,000 deaths; and WHEREAS, a man is more likely to develop prostate cancer than he is to develop colon, kidney, melanoma, and stomach cancers combined; and WHEREAS, for Black men, 1 in 6 will develop prostate cancer and are more than twice likely to die from the disease; and WHEREAS, early-stage prostate cancer usually has no symptoms and studies suggest strong genetic predisposition may be responsible for five to ten percent of prostate cancer; and WHEREAS, late-stage prostate cancer commonly spreads to the bones, which can cause pain in the hips, spine, ribs, or other areas in the body; and WHEREAS, the five-year survival rate approaches 100 percent when prostate cancer is diagnosed and treated early, but drops to 30 percent when it spreads to the other parts of the body; and WHEREAS, risk factors for prostate cancer are increasing with age, African ancestry, a family history of the disease, and certain inherited genetic conditions; and WHEREAS, the American Cancer Society recommends that men have a conversation with their health care provider and make an informed decision about whether to be tested for prostate cancer based on their personal values and preferences. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco joins communities across our nation, AHMC Seton Medical Center, and other health care providers to increase awareness about early detection and testing for prostate cancer and designates September 2025 as Prostate Cancer Awareness Month. _______________________________ Eddie Flores, Mayor ________________________________ Mark Addiego, Vice Mayor ________________________________ James Coleman, Councilmember ________________________________ Mark Nagales, Councilmember ________________________________ Buenaflor Nicolas, Councilmember 11 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-921 Agenda Date:9/10/2025 Version:1 Item #:3. Proclamation recognizing September as National Preparedness Month.(Eddie Flores, Mayor) City of South San Francisco Printed on 9/11/2025Page 1 of 1 powered by Legistar™12 Dated: September 10, 2025 IN RECOGNITION OF SEPTEMBER AS NATIONAL PREPAREDNESS MONTH WHEREAS, National Preparedness Month is an annual observance each September that encourages individuals, families, businesses, and communities to raise awareness about the importance of preparing for disasters and emergencies that could happen at any time; and WHEREAS, National Preparedness Month is sponsored by FEMA’s Ready Campaign and aims to raise awareness and the importance of preparedness and encourages proactive steps to reduce risks from various emergencies, including natural disasters and potential terrorist attacks; and WHEREAS, The City of South San Francisco remains committed to emergency response and preparedness responding to over 9,000 calls for service, completing of over 18,000 hours of training, hosting over 300 hours of regional technical rescue training, and facilitating over 5,400 hours of Community Emergency Response Team Training annually; and WHEREAS, this year’s theme focuses on “Preparedness Starts at Home” and highlights the idea that every individual has a responsibility to prepare their household, including family members, pets, and neighbors, by taking proactive steps to create an emergency plan and build an emergency kit; and WHEREAS, the City of South San Francisco is thankful to its volunteers on the Community Emergency Response Team (CERT) for continuing to train and for being prepared to assist our community during a disaster; and WHEREAS, our community is encouraged to take preparedness steps now and later to help protect yourself and your loved ones before, during, and after a disaster strikes and remember to tailor your preparedness to your specific situation, including the ages and needs of your household members, medical requirements, and the locations you frequent. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco does hereby proclaim September as National Preparedness Month and asks all community members to be prepared by taking simple, everyday actions, create a plan, build a kit, and stay informed. ________________________________ Eddie Flores, Mayor ________________________________ Mark Addiego, Vice Mayor ________________________________ James Coleman, Councilmember ________________________________ Mark Nagales, Councilmember ________________________________ Buenaflor Nicolas, Councilmember 13 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-956 Agenda Date:9/10/2025 Version:1 Item #:4. Proclamation recognizing September 17 - 23, 2025 as Constitution Week.(Eddie Flores, Mayor) City of South San Francisco Printed on 9/11/2025Page 1 of 1 powered by Legistar™14 Dated: September 10, 2025 IN RECOGNITION OF CONSTITUTION WEEK SEPTEMBER 17 – 23, 2025 WHEREAS, September 17, 2025, marks the two hundred and thirty-eighth anniversary of the drafting of the Constitution of the United States of America by the Constitutional Convention; and WHEREAS, it is fitting and proper to accord official recognition to this magnificent document and its memorable anniversary; and to the patriotic celebrations which will commemorate the occasion; and WHEREAS, Public Law 915 guarantees the issuing of a proclamation each year by the President of the United States of America designating September 17 through 23 as Constitution Week. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco does hereby proclaim the week of September 17 through 23 as Constitution Week and ask our community to reaffirm the ideals of the Framers of the constitution in 1787 by protecting the freedoms guaranteed to us through this guardian of our liberties, remembering that lost rights may never to regained. ________________________________ Eddie Flores, Mayor ________________________________ Mark Addiego, Vice Mayor ________________________________ James Coleman, Councilmember ________________________________ Mark Nagales, Councilmember ________________________________ Buenaflor Nicolas, Councilmember 15 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-954 Agenda Date:9/10/2025 Version:1 Item #:5. Motion to approve the Minutes from the meetings of August 27, 2025 and September 5, 2025. (Office of the City Clerk) City of South San Francisco Printed on 9/11/2025Page 1 of 1 powered by Legistar™16 CALL TO ORDER Mayor Flores called the meeting to order at 6:30 p.m. ROLL CALL Councilmember Coleman, present Councilmember Nicolas, present Councilmember Nagales, present Vice Mayor Addiego, present Mayor Flores, present PLEDGE OF ALLEGIANCE Deputy City Manager Megan Wooley-Ousdahl led the pledge. AGENDA REVIEW No changes. LEVINE ACT DISCLOSURES (SB 1181) Following an inquiry, no conflicts of interest were stated by the members of the City Council. ANNOUNCEMENTS FROM STAFF Management Analyst Patea from the City Manager’s Office invited the community to the following events: • Juliana’s Journey Lighting of Sign Hill for Childhood Cancer Awareness event on Thursday, August 28, 2025, at 7:30 p.m. – 8:30 p.m. Library | Parks & Recreation Center, 2nd floor. • Cafecito with Mayor Eddie & Councilmember Coleman on Saturday, September 13, 2025, from 10:00 a.m.- 11:30 a.m. at Royal Pin Doughnuts Parks and Recreation Director Mediati invited the community to attend: • Concert in the Park on Saturday, September 20, 2025, from 11:30 a.m. to 5:00 p.m. MINUTES REGULAR MEETING CITY COUNCIL CITY OF SOUTH SAN FRANCISCO WEDNESDAY, AUGUST 27, 2025 6:30 p.m. Library Parks and Recreation Building Council Chambers 901 Civic Campus Way, South San Francisco, CA 17 REGULAR CITY COUNCIL MEETING AUGUST 27, 2025 MINUTES PAGE 2 Police Chief Campbell apprised the community on the new release of the Critical Incident Video for the Officer-Involved Shooting that occurred on the 300 block of Oyster Point Boulevard on May 14, 2025. The video can be found on the South San Francisco Police Department YouTube page. Senior Engineer Torres provided an update on the School Traffic Safety Enhancements project at School Street and invited the community to provide feedback via an anonymous survey or by participating in a community meeting on October 1, 2025, from 6:00 p.m. to 8:00 p.m., at Paradise Valley Park/Community Center. Councilmember Nagales thanked staff for their work and noted the difference in school traffic this year. PRESENTATIONS 1. Proclamation recognizing September as Childhood Cancer Awareness Month. (Eddie Flores, Mayor) Mayor Flores proclaimed September as Childhood Cancer Awareness Month. Jesus Pena thanked the Council for their support and for recognizing the importance of Childhood Cancer awareness. 2. Proclamation recognizing September as Suicide Prevention Month. (Eddie Flores, Mayor) Mayor Flores recognized September as Suicide Prevention month and encouraged individuals in need of assistance to call the Suicide and Crisis Lifeline at 988. Maya Canas, San Mateo County Behavioral Health Commission Youth Action Board member shared a personal story of a loved one who was in need of mental health noting the hidden struggles of individuals who are in need of support. 3. Proclamation honoring Finance Director Karen Chang on her retirement. (Eddie Flores, Mayor) Councilmember Nicolas read into the record a proclamation honoring Finance Director Chang for her work and support to the City of South San Francisco, noting the accomplishments throughout her career. Karen thanked the Council and her colleagues for the recognition and support she had received throughout her career. 4. Presentation on Sister Cities exchange with Kishiwada, Japan. (Ernesto Lucero, Economic Development Manager, Katie Donner, Management Analyst, and Marie Patea, Management Analyst) Management Analysts Marie Patea and Katie Donner presented to the Council and community about their recent visit to Kishiwada. COUNCIL COMMENTS/REQUESTS Councilmember Nagales apprised the Council and the community of events attended, including Florie Ventura’s diamond jubilee birthday celebration. He requested to adjourn in memory of 18 REGULAR CITY COUNCIL MEETING AUGUST 27, 2025 MINUTES PAGE 3 Raymond “Ray” Latham, longtime resident and former Trustee of the South San Francisco Unified School District. Councilmember Nicolas apprised the Council and community of events attended and congratulated St. Augustine’s Catholic Church on their 55th anniversary. Requested to adjourn the meeting in memory of the victims of the Annunciation Catholic School in Minneapolis and Susan “Sensei Sue” Miller, noting her years of community connections to many families in the South San Francisco community. Councilmember Coleman apprised the Council and the community of the events attended. Suggested that the staff explore ways to continue to plan great community events in the future, highlighting that BART now accepts contactless payments without the need for a Clipper card. Following Councilmember Nicolas’s request to adjourn in memory of Sensei Sue, Councilmember Coleman shared memories of karate courses taken with Sensei Sue and expressed condolences to the family. Vice Mayor Addiego apprised the Council and community of events attended and shared information about the South San Francisco Sister Cities Committee, thanking Mayor Flores for traveling to Kishiwada, Japan, to strengthen international relationships. Mayor Flores apprised the community of events attended, noting a successful community event, “Cultura Fest”. Staff were acknowledged and thanked for their hard work. Mayor Flores recognized former South San Francisco Unified School District Board of Trustees member Ray Latham, a dedicated public servant whose leadership reflected integrity and a commitment to students and families, and extended condolences to the family. In addition, requested to adjourn the meeting in memory of Teresita Boquilon. PUBLIC COMMENTS - NON-AGENDA AND CONSENT CALENDAR ITEMS The following individual addressed the City Council: • Annie • Fionnola The following individual submitted a comment via the eComments portal: • Lorraine Yin CONSENT CALENDAR City Clerk Govea Acosta duly read the Consent Calendar, after which the Council voted and engaged in discussion of specific items as follows. Item No. 10 was pulled by Councilmembers Nagales and Nicolas, and Item No. 11 was pulled by Councilmember Nicolas for further discussion. 5. Motion to approve the Minutes for the meeting of August 13, 2025. (Rosa Govea Acosta, City Clerk) 6. Motion to accept the construction improvements of the 2024 Concrete and Base Repair Project as complete in accordance with plans and specifications (Total Construction Cost $643,701.73). (Audriana Hossfeld, Senior Civil Engineer) 19 REGULAR CITY COUNCIL MEETING AUGUST 27, 2025 MINUTES PAGE 4 7. Motion to accept completion and close Capital Improvement Project No. tr1902 - East of 101 Traffic Signal IDEA Grant Project. (John Wilson, Senior Civil Engineer) 8. Motion to accept the construction improvements of the Citywide School Traffic Safety Improvement Project (No. st2402, Bid No. 2694) as complete in accordance with plans and specifications (Total Construction Cost $677,720). (Jeffrey Chou, Senior Engineer) 9. Report regarding Resolution No. 120-2025 authorizing the City Manager to execute a Consulting Services Agreement with Arup US, Inc. of San Francisco, California for $1,184,946 for the South San Francisco Shoreline Protection and Connectivity Feasibility Study. (Audriana Hossfeld, Senior Civil Engineer) 10. Report regarding Resolution No. 121-2025 authorizing the filing of an application for the San Mateo County Transportation Authority Highway Program Grant for up to $17,000,000 for the Colma South San Francisco El Camino Real Bike and Pedestrian Improvements Project and approving Budget Amendment Number 26.017 (Audriana Hossfeld, Senior Civil Engineer) 11. Report regarding Resolution No. 122-2025 authorizing Budget Amendment Number 26.014 to transfer $521,016.90 from the Right of Way Infrastructure Assessment and Upgrades Project to the Traffic Signal Safety Improvement Project, to increase the construction contract and contingency for Bay Area Lightworks, and to close CIP Project tr2302. (John Wilson, Senior Civil Engineer) 12. Report regarding adopting Resolution No. 123-2025 allocating $190,000 in Community Development Block Grant Program Year 2025-2026 Public Improvement Funding for the CDBG Ramps and Paths Project and approving the associated Budget Amendment Number 26.012. (John Wilson, Senior Civil Engineer) 13. Report regarding Resolution No. 124-2025 approving the Third Amendment to the Lease Agreement for use of the Economic Advancement Center located at 366 Grand Avenue in South San Francisco. (Ernesto Lucero, Economic Development Manager) 14. Report regarding Resolution No. 125-2025 approving the South San Francisco Fire Department’s annual inspections performance pursuant to the California Health and Safety Code section 13146.4. (Nelson Aranda, Deputy Fire Marshal) 15. Report regarding Resolution No. 126-2025 authorizing a one-year extension of purchase agreements with distributors Baker & Taylor, LLC and Brodart Co. to supply library books and audiovisual materials and services. (Adam Elsholz, Assistant Library Director) 16. Report regarding adoption of Ordinance No. 1674-2025 amending the South San Francisco Zoning Map (RZ25-0002) to rezone two vacant parcels (APNs 014-061-070 and 014-072-050) from T4 Lindenville (T4L) to a Planned Development District to allow the construction of 70 single-family townhouse units located at 500 Railroad Avenue. (Victoria Kim, Senior Planner) 20 REGULAR CITY COUNCIL MEETING AUGUST 27, 2025 MINUTES PAGE 5 Item No. 10: Councilmember Nagales requested clarification on the grant application. Senior Civil Engineer Hossfield provided clarification of the project. Item No. 11: Councilmember Nicolas requested clarification of the project, and Councilmember Coleman requested a timeline of the project. Senior Civil Engineer Wilson provided clarification of the project and timeline. Motion – Councilmember Nicolas/Second – Councilmember Nagales: To approve Consent Calendar items 5-16, by roll call vote: AYES: Councilmembers Addiego, Nagales, Nicolas, and Coleman, and Mayor Flores; NAYS: None; ABSENT: None; ABSTAIN: None. The following individual addressed the City Council – Consent Calendar Item No. 10: • Fionnola PUBLIC HEARING Public hearing opened: 7:54 p.m. 17. Report regarding a proposed amendment to Title 20 (Zoning) of the South San Francisco Municipal Code regarding provisions regulating tobacco use to make minor revisions, corrections, and clarifications to ensure consistency throughout the Municipal Code, to remove “Hookah Bar/Smoking Lounge” from the Commercial Use Classifications under Section 20.620.040, and determining that the proposed Zoning amendments are exempt from CEQA. (Adena Friedman, Chief Planner and Kimia Mahallati, Assistant City Attorney) 17a. Ordinance Amending Title 20 of the South San Francisco Municipal Code to make minor revisions, corrections, and clarifications to ensure consistency throughout the Municipal Code, and to remove “Hookah Bar/Smoking Lounge” from the Commercial Use Classifications under Section 20.620.040 Chief Planner Friedman presented the report. The Council engaged in questions and discussions. City Attorney Woodruff, City Manager Ranals, and Chief Planner Friedman provided responses. The following individual submitted an email Comment to the City Council: • Tricia Barr - Co-Chair, San Mateo County Tobacco Education Coalition The following individual addressed the City Council • Nisreen Karmi, applicant Applicant Karmi responded to questions from the Council regarding hours of operation and product use. Vice Mayor Addiego acknowledged the cultural component of Hookah Bar/Smoking and expressed his support for working with the applicant while staying within the boundaries set by the San Mateo County Health Department. Councilmember Coleman also expressed support for the proposed amendment, but emphasized the need for enforcement in the event of violations. Councilmember Nicolas acknowledged the cultural component of the business. Senior Planner 21 REGULAR CITY COUNCIL MEETING AUGUST 27, 2025 MINUTES PAGE 6 Friedman noted the Council’s suggestion in order to approve the conditions of approval. City Attorney Woodruff explained the process of permit revocation process. Public hearing closed: 8:50 p.m. Motion – Councilmember Coleman /Second – Vice Mayor Addiego: To introduce an amendment to Title 20 (Zoning) of the South San Francisco Municipal Code regarding provisions regulating tobacco use to make minor revisions, corrections, and clarifications to ensure consistency throughout the Municipal Code, to remove “Hookah Bar/Smoking Lounge” from the Commercial Use Classifications under Section 20.620.040, and determining that the proposed Zoning amendments are exempt from CEQA, by roll call vote: AYES: Councilmembers Nagales, Nicolas, and Coleman, and Vice Mayor Addiego; NAYS: None; ABSENT: None; ABSTAIN: Mayor Flores. Public hearing opened: 8:36 p.m. 18. Report regarding a proposed Development Agreement to extend approved entitlements to construct a new Office/R&D Campus and multi-family residential building at 180 El Camino Real in the Planned Development (PD) Zoning District for a period of ten (10) years in exchange for payment of Community Benefits Monetary Contribution obligations in accordance with Title 19 and 20 of the South San Francisco Municipal Code and making findings regarding the consistency of the proposed action with the adopted Addendum to the 2009 Environmental Impact Report pursuant to the California Environmental Quality Act. (Billy Gross, Principal Planner) 18a. Ordinance adopting a Development Agreement to extend approved entitlements to construct a new Office/R&D Campus and multi-family residential building at 180 El Camino Real in the Planned Development (PD) Zoning District for a period of ten (10) years in exchange for payment of Community Benefit Monetary Contribution obligations in accordance with Title 19 and 20 of the South San Francisco Municipal Code. Principal Planner Gross presented the report. The council engaged in questions and received responses from Principal Planner Gross and Steelwave Representatives Steve Dunn and Ben Yu. Public hearing closed: 8:44 p.m. Motion – Councilmember Nagales /Second – Councilmember Nicolas: To introduce an Ordinance adopting a Development Agreement to extend approved entitlements to construct a new Office/R&D Campus and multi-family residential building at 180 El Camino Real in the Planned Development (PD) Zoning District for a period of ten (10) years in exchange for payment of Community Benefit Monetary Contribution obligations in accordance with Title 19 and 20 of the South San Francisco Municipal Code, by roll call vote: AYES: Councilmembers Nagales, Nicolas, and Coleman, Vice Mayor Addiego, and Mayor Flores; NAYS: None; ABSENT: None; ABSTAIN: None. 22 REGULAR CITY COUNCIL MEETING AUGUST 27, 2025 MINUTES PAGE 7 Public hearing opened: 8:36 p.m. 19. Report regarding a proposed Development Agreement to extend approved entitlements to construct a new Office/R&D Campus at 800 Dubuque Avenue in the East of 101 Transit Core (ETC) Zoning District for a period of ten (10) years in exchange for pre-payment of Community Benefit Program Fee obligations in accordance with Title 19 and 20 of the South San Francisco Municipal Code and a recommendation determining consistency of the proposed action with the adopted Initial Study/Mitigated Negative Declaration (IS/MND) pursuant to the California Environmental Quality Act. (Tony Rozzi, AICP, Deputy Economic and Community Development Director) 19a. Ordinance adopting a Development Agreement to extend approved entitlements to construct a new Office/R&D Campus at 800 Dubuque Avenue in the East of 101 Transit Core Zoning District for a period of ten (10) years in exchange for pre-payment of Community Benefit Program Fee obligations in accordance with Title 19 and 20 of the South San Francisco Municipal Code. Deputy Economic and Community Development Director Rozzi presented the report and introduced Carey Algaze, Senior Director of Development, who responded to inquiries of the City Council. Motion – Councilmember Coleman /Second – Mayor Flores: To introduce an Ordinance adopting a Development Agreement to extend approved entitlements to construct a new Office/R&D Campus at 800 Dubuque Avenue in the East of 101 Transit Core Zoning District for a period of ten (10) years in exchange for pre-payment of Community Benefit Program Fee obligations in accordance with Title 19 and 20 of the South San Francisco Municipal Code, by roll call vote: AYES: Councilmembers Nagales, Nicolas, and Coleman, Vice Mayor Addiego, and Mayor Flores; NAYS: None; ABSENT: None; ABSTAIN: None. ADMINISTRATIVE BUSINESS 20. Report regarding a project update and two resolutions approving amendments to the Consulting Services Agreements with Kitchell CEM for program and construction management services and Dorman Associates for architectural design services for the Westborough Preschool Project. (Jacob Gilchrist, Director of Capital Projects) 20a. Resolution No. 127-2025 authorizing the City Manager to execute an amendment to a Consulting Services Agreement between the City of South San Francisco and Kitchell CEM, of San Francisco, California for Project Management Services for the Westborough Preschool Project in an amount of $753,687, for a total contract amount not to exceed $1,149,185. 20b. Resolution No. 128-2025 authorizing the City Manager to execute an amendment to a Consulting Services Agreement between the City of South San Francisco and Dorman Associates, of Mill Valley, California for Architectural Design Services for the Westborough Preschool Project in an amount of $507,340, for a total contract amount not to exceed $1,095,186. 23 REGULAR CITY COUNCIL MEETING AUGUST 27, 2025 MINUTES PAGE 8 Director of Capital Projects Gilchrist presented the report and introduced Chris Doorman, Consultant, who presented the report to Council, illustrating the proposed improvements to the Westborough Preschool project. Council engaged in discussions and received responses. ITEMS FROM COUNCIL – COMMITTEE REPORTS AND ANNOUNCEMENTS Councilmember Coleman apprised the Council and community of the Housing Endowment and Regional Trust (HEART) of San Mateo. CLOSED SESSION Entered into Closed Session: 9:14 p.m. 21. Conference with Real Property Negotiators (Pursuant to Government Code Section 54956.8) Property: 400 Miller Avenue (APN 012-303-110) City Negotiators: Nell Selander, Economic and Community Development Director, and Sky Woodruff, City Attorney Negotiating Party: Nisar M Shaikh Trust Under Negotiations: Price and terms 22. Conference with Legal Counsel - Anticipated Litigation Significant exposure to litigation pursuant to Government Code Section 54956.9(d) (2): One potential case Resumed from Closed Session: 10:12 p.m. Report out of Closed Session by Mayor Flores: Direction given. No reportable action. ADJOURNMENT Being no further business, Mayor Flores adjourned the City Council meeting at 10:13 p.m. *** Adjourned in Memory of Raymond “Ray” Latham, victims of the Annunciation Catholic School in Minneapolis, Susan “Sensei Sue” Miller, and Teresita Boquilon. *** Submitted by: Approved by: Rosa Govea Acosta Eddie Flores City Clerk Mayor Approved by the City Council: / /2025 24 REGULAR CITY COUNCIL MEETING AUGUST 27, 2025 MINUTES PAGE 9 NOTE: The Meeting Minutes represent actions taken during the meeting of the City Council. These action minutes are the City’s record of actions that took place at the meeting. Complete Council member's discussions of meeting items can be viewed in archived video/audio recordings on the City’s website at https://www.ssf.net/Government/Video-Streaming-City-and-Council- Meetings/City-Council Pursuant to Government Code section 54957.5 all written public comments submitted to the City Council become public record and will be made available to the public. Public comments submitted via the eComment portal can be viewed in the City Clerk’s repository at https://ci-ssf- ca.granicusideas.com/meetings?scope=past 25 CALL TO ORDER Mayor Flores called the meeting to order at 8:31 a.m. ROLL CALL Councilmember Coleman, present Councilmember Nagales, absent Councilmember Nicolas, present Vice Mayor Addiego, present Mayor Flores, present AGENDA REVIEW No changes. PUBLIC COMMENTS: Comments are limited to items on the Special Meeting Agenda. None. CLOSED SESSION City Clerk Govea Acosta duly read the Closed Session items, after which the City Council entered into Closed Session. Entered into Closed Session: 8:36 a.m. 1. Conference with Legal Counsel-Existing Litigation (Pursuant to Government Code Section 54956.9(d)(1)) Name of case: L C General Engineering & Construction, Inc. vs. City of South San Francisco (San Mateo County Superior Court Case No. 22-CIV-03755) 2. Conference with Real Property Negotiators (Pursuant to Government Code Section 54956.8) Properties: Parcels on Sign Hill, South San Francisco (APNs 012-351-020, 012-351-030, 012- 024-060, 012-024-070, 012-024-080, 012-024-090, 012-024-100, 012-024-110, and 012-024- 120) Agency Negotiators: Nell Selander, Economic & Community Development Director; Greg Mediati, Parks and Recreation Director; and Sky Woodruff, City Attorney Negotiating parties: Syme Venture Partners LP Under negotiation: Price and terms Resumed from Closed Session: 9:31 a.m. Report out of Closed Session by Mayor Flores: Direction given-no reportable action. MINUTES SPECIAL MEETING CITY COUNCIL CITY OF SOUTH SAN FRANCISCO FRIDAY, SEPTEMBER 5, 2025 8:30 a.m. City Hall, City Manager’s Conference Room 400 Grand Avenue, South San Francisco, CA 26 SPECIAL CITY COUNCIL MEETING SEPTEMBER 5, 2025 MINUTES PAGE 2 ADJOURNMENT Being no further business, Mayor Flores adjourned the meeting at 9:32 a.m. Submitted by: Approved: Rosa Govea Acosta Eddie Flores City Clerk Mayor Approved: / / NOTE: The Meeting Minutes represent the actions taken during the City Council meeting. These action minutes are the City’s record of actions that took place at the meeting. Complete Council members' discussions of meeting items can be viewed in archived video/audio recordings on the City’s website at https://www.ssf.net/Government/Video-Streaming-City-and-Council-Meetings/City- Council Pursuant to Government Code section 54957.5, all written public comments submitted to the City Council become public record and will be made available to the public. Public comments submitted via the eComment portal can be viewed in the City Clerk’s repository at https://ci-ssf- ca.granicusideas.com/meetings?scope=past 27 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-927 Agenda Date:9/10/2025 Version:1 Item #:6. Motion to cancel the Regular City Council meeting of October 8, 2025.(Rosa Govea Acosta, City Clerk) RECOMMENDATION It is recommended that the City Council,by motion,cancel the Regular City Council meeting of October 8, 2025. CONCLUSION The cancellation of the aforementioned Regular City Council meeting will not have an adverse effect on City business. City of South San Francisco Printed on 9/11/2025Page 1 of 1 powered by Legistar™28 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-871 Agenda Date:9/10/2025 Version:1 Item #:7. Motion to approve the re-appointment of one (1)member to the Housing Authority Tenant Commission,and three (3) members to the Youth Commission.(Rosa Govea Acosta, City Clerk) RECOMMENDATION Staff recommends that the City Council approve,by motion,the re-appointment of one (1)Housing Authority Tenant Commissioner,Marwan Rashid,to a respective two-year term expiring September 10, 2027, and three (3) Youth Commissioners, to respective two-year terms expiring September 10, 2027. BACKGROUND/DISCUSSION As indicated in the newly adopted City Council Handbook,incumbents received written communication informing them of their upcoming term expirations.Four have confirmed their continued interest in serving on the Commission.All responses were submitted to Mayor Flores for review and consideration,after review,the Mayor has recommended that one (1)member be appointed to the Housing Authority Tenant Commission and three (3)members be appointed to the Youth Commission and that the City Clerk’s office solicit applicants to fill current vacancies. Below is a list of incumbents recommended for approval by Mayor Flores: The Housing Authority meets on the second Monday of the month at 6:00 p.m.at the Housing Authority complex located at 350 C Street.Housing Authority Commissioners are appointed to four (4) year terms and are limited to four (4)consecutive terms.The Authority approves the awarding of bids for any work to be done in the Authority (e.g.,painting,tree trimming,and landscape maintenance)and changes to all policies, lease agreements, and contracts. Housing Authority Tenant Commissioners Marwan Rashid -Eligible for reappointment and is concluding the second term. Commissioner Rashid was appointed on August 29, 2023, to a term ending August 29, 2025. *Note -The commissioners do not serve as advisory body members to the City Council. Commissioners are appointed to oversee the needs of the Housing Authority project only with oversight from the Department of Housing and Urban Development (HUD). The Youth Commission meets on the first Monday of the month at 6:30 p.m..Commissioners are City of South San Francisco Printed on 9/11/2025Page 1 of 2 powered by Legistar™29 File #:25-871 Agenda Date:9/10/2025 Version:1 Item #:7. The Youth Commission meets on the first Monday of the month at 6:30 p.m..Commissioners are appointed to two (2)year terms and are limited to three (3)consecutive terms.The purpose seeks to address issues affecting youth through collaboration with the City Council and the South San Francisco Unified School District Board of Trustees.This opportunity allows for students and youth to engage in local government while learning about how decisions made affect daily life,in addition to how Boards and Commissions are involved in the process. Youth Commission Ally Tunque -Eligible for reappointment and is concluding the first term. Commissioner Tunque was appointed on August 29, 2023, to a term ending August 29, 2025. Julia Tsuei -Eligible for reappointment and is concluding the second term. Commissioner Tsuei was appointed on August 29, 2023, to a term ending August 29, 2025. Nikaella Mariano -Eligible for reappointment and is concluding the second term. Commissioner Mariano was appointed on August 29, 2023, to a term ending August 29, 2025. FISCAL IMPACT There is no fiscal impact associated with this action. CONCLUSION Staff recommends that the City Council approve,by motion,the re-appointment of one (1)Housing Authority Tenant Commissioner,Marwan Rashid,to a respective two-year term expiring September 10,2027,and three (3) Youth Commissioners, to respective two-year terms expiring September 10, 2027. City of South San Francisco Printed on 9/11/2025Page 2 of 2 powered by Legistar™30 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-902 Agenda Date:9/10/2025 Version:1 Item #:8. Report regarding a resolution authorizing the City Manager to execute a five-year professional services agreement with Intermedia.net,Inc.for upgrading the City phone system to a Unified Communication hosted platform in the amount not to exceed $736,259 (Tony Barrera, Director of Information Technology) RECOMMENDATION Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute a five-year professional services agreement with Intermedia.net,Inc.for upgrading the City phone system to a Unified Communication hosted platform. BACKGROUND/DISCUSSION The City’s NEC phone system,implemented in 2019,currently operates as an on-premises solution supporting all departments except 911 emergency services.On September 24,2024,Intermedia announced an agreement to assume NEC’s Unified Communication as a Service (UCaaS)business in North America,as well as its partner relationships in Europe.This move strengthens Intermedia’s presence in the global communications space and reflects the growing demand for flexible,cloud-based solutions.NEC informed the City that it will discontinue support for all on-premises hardware and software effective December 31,2024,as it transitions from traditional systems to modern,cloud-based communication platforms.Moving to a cloud-based solution will ensure continued system support while providing increased reliability,timely and consistent software updates, and enhanced communication features to better meet the needs of City operations. Due to the vendor partnership,the City has an upgrade path to the hosted solution that allows for a scheduled, seamless migration rather than a disruptive “forklift”replacement.The City currently operates 680 direct- inward dialing numbers (DID),535 handsets,integrations to building public announcement systems,voicemail, call accounting,call recording,and multiple call tree groups.The proposed cloud solution will maintain all existing features while adding integrations with Microsoft Teams,SMS capabilities,“soft phone”allowing a user to use their computer versus a handset,a user self-service account management through a secure web portal,among the new features.In addition,Intermedia’s platform is supported by a robust security infrastructure, is ISO 27001 certified, and complies with financial, HIPAA, and PCI-DSS standards. The total cost of the project is $12,124 per month,$145,493 annually.There is also a one-time fee of $8,793 for configuration and migration of the system,for a total 5-year cost of $736,259.In the second year,around $95,000 in offsetting costs from our existing system will be applied to the overall cost.The costs include configuration and porting of DID numbers to the new UCaaS. FISCAL IMPACT The Information Technology Department requested appropriation during the fiscal year 2025-26 budget cycle and has sufficient funds allocated for the project and subsequent years. CONCLUSION Transitioning to Intermedia’s cloud platform allows the City to stay aligned with evolving technology standards City of South San Francisco Printed on 9/5/2025Page 1 of 2 powered by Legistar™31 File #:25-902 Agenda Date:9/10/2025 Version:1 Item #:8. while maintaining operational continuity. This upgrade ensures improved functionality, remote accessibility, and long-term support as the City modernizes its communication infrastructure. City of South San Francisco Printed on 9/5/2025Page 2 of 2 powered by Legistar™32 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-903 Agenda Date:9/10/2025 Version:1 Item #:8a. Resolution authorizing the City Manager to execute a five-year professional services agreement with Intermedia.net,Inc.for upgrading the City phone system to a Unified Communication hosted platform in the amount not to exceed $736,259 (Tony Barrera, Director of Information Technology) WHEREAS,The City’s NEC phone system,implemented in 2019,currently operates as an on-premises solution; and WHEREAS,NEC informed the City that it will discontinue support for all on-premises hardware and software effective December 31, 2024; and WHEREAS,Intermedia has proposed a cloud solution that offers to maintain all existing features while adding integrations with Microsoft Teams,SMS capabilities,“soft phone”allowing a user to use their computer versus a handset and user self-service account management through a secure web portal; and WHEREAS,the City has an upgrade path for a scheduled,seamless migration that will allow the City to stay aligned with evolving technology standards while maintaining operational continuity; and WHERAS,The Information Technology Department requested appropriation during the 2025-26 budget cycle and has sufficient funds allocated for the project and subsequent years; and WHEREAS,City staff recommends that the City Council approve an agreement with Intermedia.net,Inc.for the upgrade of the City’s phone system for a total five-year cost of $736,259 and authorize the City Manager to execute the agreement. NOW,THERFORE,BE IT RESOLVED,that the City Council of the City of South San Francisco hereby take the following actions: 1.Approves a Professional Services Agreement with Intermedia.net,Inc.for services and equipment related to the upgrade of the City’s phone system in the amount of $736,259,a copy of which is attached hereto and incorporated herein as Exhibit A. 2.Authorizes the City Manager to execute the Professional Services Agreement with Intermedia.net,Inc., in substantially the same form as Exhibit A,subject to approval as to form by the City Attorney,and to take any other action for the purpose of carrying out the intent of this resolution that do not materially increase the City’s obligations. ***** City of South San Francisco Printed on 9/11/2025Page 1 of 1 powered by Legistar™33 MASTER SERVICE AGREEMENT This Master Service Agreement (this “MSA”) is entered into between Intermedia.net, Inc. (“Intermedia”) and customer (“You”). You are not required to purchase voice services from Intermedia nor from any of its affiliates. If You elect to purchase voice services under this MSA, please be advised of the following: (i) voice services will be provided through Intermedia’s wholly owned subsidiary, AccessLine Communications Corporation d/b/a Voice Telco Services (“Voice Telco Services”); (ii) Your acceptance of, and agreement to, the terms of this MSA also constitutes Your acceptance and acknowledgement of, and agreement to, (A) the important disclosures, notices and disclaimers contained in Attachment 1 to this MSA related to 911 (including enhanced 911 (E911)) calling and service and (B) the terms of the Schedule(s) and related documents provided or made available to You by Voice Telco Services; and (iii) the terms and conditions of this MSA will apply to the services You receive from Voice Telco Services as well as the terms and conditions in Voice Telco Services’ Schedules and related documents. If You instead choose to purchase voice services through an unrelated third party, this MSA will not govern the provision of any services provided by such third party, and such third- party-provided voice services are used at Your sole risk and pursuant to the terms and conditions You enter into with such third party. In the event that You have purchased these services with the assistance or upon the recommendation of an Intermedia registered Agent or Advisor, You hereby grant that Advisor/Agent the right to manage Your Account, including creation, management and deletion of users and services. You acknowledge and agree that You are responsible for all charges, fees, surcharges, and taxes resulting from any changes made to Your Account by the registered Advisor/Agent. If You do not want Your registered Advisor/Agent to have the right to manage Your Account, You must select the option denying such a right in the control panel for Your Account. Any of the following actions constitutes Your agreement, without limitation or qualification, to be bound by, and to comply with, the terms of this Agreement: (i) registering for Service on Intermedia’s web page or portal and selecting "I Accept" as part of the registration process, (ii) ordering a Service from Intermedia’s personnel and providing them with Your credit card number or other billing information, or (iii) use of the Services or Your Account by You or Your Users. You agree to be bound by all of the terms and conditions of (i) this MSA and (ii) the following: • Intermedia’s Privacy Policy (the “Privacy Policy”); • Intermedia’s Service Level Agreements for all of Intermedia’s Services that may be sold hereunder (each, a “Service Level Agreement” or “SLA”); • Intermedia’s Acceptable Use Policy (“AUP”); • Intermedia’s Data Processing Addendum (“DPA”) • Intermedia’s Artificial Intelligence Policy and Notifications (“AI Policy”); and • Intermedia’s Schedules (as defined below). This MSA and all of the above referenced documents are collectively referred to as the “Agreement.” Each of the foregoing is expressly incorporated herein by reference and may be amended or updated from time to time by Intermedia. Current copies of the MSA, Privacy Policy, SLA, AUP, DPA, AI Policy, and Schedules are located at https://www.intermedia.com/legal. The current copy of the DPA is also accessible through Your Account in Intermedia’s administrative control panel. DEFINITIONS. For the purposes of this MSA, the following definitions apply: “Access Information” means information that, alone or together with other information, can provide access to any portion of Your Account, including, but not limited to, Your Account number, login names, passwords, credit card or other financial information, security questions and their respective answers, and any other similar information. For the avoidance of doubt, Your Access Information will include any similar information for each of Your Users. “Account” means the account created with Intermedia in connection with this Agreement that relates to Your purchase of and subscription to Services and the use of Services by You and Your Users. CAREFULLY READ THESE TERMS AND CONDITIONS, AS THEY FORM A LEGALLY BINDING AGREEMENT BETWEEN YOU AND INTERMEDIA.NET, INC. ONLY AN AUTHORIZED REPRESENTATIVE OF YOUR COMPANY MAY EXECUTE THIS AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU DO NOT HAVE PERMISSION TO USE INTERMEDIA SERVICES AND DO NOT HAVE ANY OF THE OTHER RIGHTS SET FORTH BELOW. 34 INTERMEDIA Master Service Agreement Master Service Agreement V 5.12 (effective March 31, 2025) Page 2 of 15 “Administrative User” means any of Your employees, consultants, independent contractors or customers to whom You grant administrative permission to access the Services in accordance with Intermedia’s entitlements and procedures and this Agreement (where “administrative permission” includes, but is not limited to, the right to create, modify and delete User accounts, as well as the right to access and modify Your billing information and other functionality available through the Intermedia administrative control panel). “Applicable Law” means any applicable foreign, federal, state, provincial or other laws, rules, regulations or interpretations of relevant Governmental Authorities or self- regulatory bodies. “Beta Offerings” means any portion of the Services offered on a “beta” basis, as designated by Intermedia, including but not limited to, products, plans, services, and platforms. “Data” means all data submitted by Your Users to Intermedia in connection with the Services, including all content, material, IP and similar addresses, recordings, messages, software, Account Information and Account- related settings. “Governmental Authority” means a government, regulatory organization, self-regulatory organization, court of competent jurisdiction or similar body. “Intermedia” means Intermedia.net, Inc., a Delaware corporation with offices at 1050 Enterprise Way, Suite 200, Sunnyvale, California 94089. “Intermedia Parties” means Intermedia’s affiliates (including parents and subsidiaries), vendors, licensors and partners, and its officers, employees, agents and representatives. “PHI” means (a) for customers in the United States, Protected Health Information (as such term is defined in the Health Insurance Portability and Accountability Act of 1996 and the rules and regulations promulgated thereunder, as each may be amended from time to time) and (b) for customers in Canada, personal health information (as such term is defined in the applicable federal, state and provincial privacy legislation relating to personal health information and the rules and regulations promulgated thereunder, as each may be amended from time to time) that is individually identifiable health information. “Schedule(s)” means documents (including the Service- specific product schedules located at https://www.intermedia.com/legal and the order documentation generated through Intermedia’s administrative control panel) that specifically describe the Services subscribed to, purchased and/or used by You under this Agreement, including product descriptions, the currency to be used for billing and payment, pricing, and other terms. Each Schedule shall be deemed a part of and incorporated into this Agreement. “Services” means Intermedia’s unified communications, hosting and other services, software and products, as such services, software and products that are offered by Intermedia from time-to-time in its discretion and subscribed to, purchased, and/or used by You as set forth in a Schedule. “Third-Party Service” means any service or product offered by a party that is not Intermedia. “User” means any of Your employees, consultants, independent contractors or other individuals to whom You grant permission to access the Services in accordance with Intermedia’s entitlements procedures and this Agreement (including Administrative Users and end Users). “You” and “Your” means the individual or entity on whose behalf this Agreement is accepted. 1. SCOPE; ACCESS; SECURITY. 1.1. Access to Services. Subject to and in accordance with the terms of this Agreement, including any Schedules, Intermedia grants You a non-exclusive, non-sublicensable, nontransferable, non-assignable, revocable license for the term of this Agreement to access and use the Services. Services may only be used by Your Users for internal business purposes only. You agree to comply with the terms and conditions of this Agreement, including any Schedules, and with all applicable Intermedia procedures and policies that further define use of the Services. You acknowledge and agree that the actions of any of Your Users with respect to the Services will be deemed to be actions by You and that any breach by any of Your Users of the terms of this Agreement, including any Schedule, will be deemed to be a breach by You. 1.2. Account Information and Ownership. You acknowledge that Your failure to timely update Your Account information, including authorized Administrative Users, can result in unauthorized personnel having access to Your Account and potentially doing harm to You. Accordingly, You agree to maintain accurate Account information by providing updates to Intermedia promptly, but no later than three (3) business days, when any of Your Account information requires change, including any relevant Account contact information. Failure by You, for any reason, to respond within three (3) business days to any inquiries made by Intermedia to determine the validity of information provided by You will constitute a material breach of this Agreement. You acknowledge and agree, and expressly consent, that in the event of any dispute regarding access to or legal ownership of any Intermedia account or any portion thereof, including Your Account, Intermedia will resolve such dispute in its sole discretion. In 35 INTERMEDIA Master Service Agreement Master Service Agreement V 5.12 (effective March 31, 2025) Page 3 of 15 addition, in the event of such a dispute, Intermedia may immediately suspend, alter or terminate any relevant account, including Your Account, or any portion thereof. You will reimburse Intermedia for any legal fees and other fees incurred with respect to any dispute regarding control or ownership of Your Account or Your Data or the same of another Intermedia customer. You acknowledge and agree that (i) the legal owner of all Data on the Account is You (the counterparty to this Agreement) and not any individual User, including any Account contact registered with Intermedia, regardless of any administrative designation (e.g., Administrator, Billing Contact, Owner, etc.); (ii) You will provide Intermedia with any documentation it reasonably requests to establish ownership and rights to Your Account and any related Data; and (iii) any User identified as an Administrative User with respect to Your Account has the authority to bind You to any amendments, modifications or acknowledgements regarding this Agreement or otherwise relating to the Services. 1.3. Account Security and Activity. You acknowledge and agree that You are solely responsible for (i) maintaining the confidentiality and security of Your Access Information, and (ii) all activities that occur in connection with Your Account, whether initiated by You, by others on Your behalf or by any other means. You will notify Intermedia immediately of any unauthorized use of Your Account, Access Information or any other actual or potential breach of security. You acknowledge and agree that Intermedia will not be liable for any loss that You may incur as a result of any party using Your Access Information, either with or without Your knowledge and/or authorization. You further agree that You may be held liable for losses incurred by Intermedia, any Intermedia Party, or another party due to any party using Your Access Information. Intermedia strongly recommends that You keep Your Access Information in a secure location, take precautions to prevent others from accessing it and change it when necessary to maintain its confidentiality and security. Intermedia specifically disclaims all liability for any activity in Your Account, whether authorized by You or not. 1.4. Failure of a Line Test. With respect to voice services, if a specific site fails a “VoIP line test” as part of the installation process, and You are unable or unwilling to upgrade the data circuit, router, switch, or faulty component responsible for the failure, Intermedia reserves the right to cancel the order for such site. 2. TERM AND TERMINATION. 2.1. Term. This Agreement shall be effective from Your acceptance of this Agreement (or a previous version of Intermedia’s service agreement) and shall continue until the expiration or termination of all Schedules (“Agreement Term”). When You purchase Services from Intermedia, a Schedule will be created specific to such purchase, setting forth the contract term and other terms and conditions with respect to such purchase. The term of each Schedule (“Schedule Term”) shall be an initial term with a duration to be agreed to by You and Intermedia (e.g., one month, one year or some other mutually agreed-upon period) (a “Schedule Initial Term”), followed by renewal periods with a duration to be agreed to by You and Intermedia (a “Schedule Renewal Term”). Termination of this Agreement shall not relieve either party from fulfilling its obligations prior to such termination. (a) Monthly Plan Schedule Term. For a “Monthly Plan” with Intermedia, the Schedule Initial Term is the period from the date of Your acceptance of the Schedule through the remainder of that calendar month. The Schedule Renewal Term for a Monthly Plan is defined as one (1) calendar month beginning at the end of the Schedule Initial Term and each subsequent calendar month thereafter. (b) Annual Plan Schedule Term. For an “Annual Plan” with Intermedia, the Schedule Initial Term is the period from the date of Your acceptance of the Schedule through the remainder of that calendar month and continuing through the next twelve (12) calendar months (for example, an Annual Plan that begins April 14th will continue until April 30th of the following year), unless the parties have agreed in writing to a longer term. A Schedule Renewal Term for an Annual Plan is defined as the twelve-month period beginning at the end of the Schedule Initial Term and each subsequent twelve-month period thereafter. (c) Automatic Renewal. Each Schedule will renew automatically at the end of the then-current Schedule Term for a Schedule Renewal Term unless terminated in accordance with this Agreement by either You or Intermedia. 2.2. Termination by You. (a) Monthly Plan. For a Monthly Plan, You may terminate any Schedule for any reason by following the termination procedure located within the Account section of the administrative control panel prior to the beginning of any Schedule Renewal Term. If You terminate a Monthly Plan prior to the end of the then-current Schedule Term, Intermedia will not be required to refund to You any fees already paid, unless otherwise set forth in the applicable Schedule. (b) Annual Plan. For an Annual Plan, You may terminate any Schedule for any reason by following the termination procedure located within the Account section of the administrative control panel at any time. If such a termination is effective prior to the end of the then-current Schedule Term, You will incur a fee that is equal to the sum of (i) all unpaid amounts for Services provided through the date of termination; (ii) any third-party 36 INTERMEDIA Master Service Agreement Master Service Agreement V 5.12 (effective March 31, 2025) Page 4 of 15 cancellation/termination charges related to the installation and/or termination of Services, (iii) the non-recurring charges for any cancelled Services, if such charges have not already been paid; and (iv) one hundred percent (100%) of the remaining monthly recurring charges that would have been incurred for the ordered Services through the remainder of the then-current Term. The early termination fee is not a penalty. It is an estimate of liquidated damages suffered by Intermedia as a result of Your early termination of the Services. (c) Refunds/Fees for Termination by You. Fees for non-recurring Services and set up fees will not be refunded. Any fees previously waived, discounts, or rebates applied may be reinstated if You terminate the account during the Schedule Term or if You breach this Agreement, including any Schedule. 2.3. Termination by Intermedia. (a) 30-Day Termination. Intermedia may terminate this Agreement or any Schedule for any reason by providing thirty (30) calendar days’ notice. If Intermedia terminates this Agreement pursuant to this Section 2.3(a), then all Schedules will terminate at the end of the thirty (30) day notice period. If Intermedia terminates any Schedule pursuant to this Section 2.3(a), then (i) for a Schedule with a Monthly Plan, if the effective termination date occurs prior to the end of the then-current Schedule Term, Intermedia will refund (or refrain from charging You) the pro rata monthly fees for the month in which Services terminate and (ii) for a Schedule with an Annual Plan, Intermedia will refund (or refrain from charging You) the monthly fees for the month in which Services terminate. For Schedules with either a Monthly Plan or an Annual Plan, if Intermedia terminates this Agreement, including any Schedule, pursuant to this Section 2.3(a), Intermedia will not charge You monthly fees for any month following the month in which Intermedia terminates this Agreement, including any Schedule. (b) Immediate Termination. Intermedia may terminate this Agreement, including any Schedule, (or suspend Your Account) immediately and without prior notice for any of the following reasons: (i) Any material breach of this Agreement, including any Schedule, by You, as determined by Intermedia in its sole discretion, including, but not limited to, failure to make any payment when due, violation of the AUP or any other Intermedia policy or procedure applicable to the Services as notified to You from time to time, which remains uncured beyond thirty (30) days’ notice by Intermedia; or (ii) If Your use of the Services results in, or is the subject of, actual or potential legal action or threatened legal action, against Intermedia or any of its affiliates, vendors, partners, representatives or customers, without consideration for whether such actual or potential legal action or threatened legal action is eventually determined to be with or without merit. (c) Termination or Suspension of Users. In lieu of terminating or suspending Your entire Account, Intermedia may suspend Your Account or terminate or suspend individual Users. (d) No Refunds; Further Payment Due. If Intermedia terminates this Agreement, including any Schedule, pursuant to Section 2.3(b), (i) Intermedia will not refund to You any paid fees and (ii) You will be liable for any payment that would have been due had You terminated pursuant to Section 2.2. 2.4. Following Termination. Termination will not cancel or waive any fees owed to Intermedia or incurred prior to or upon termination. You agree that Intermedia may charge such unpaid balance to Your Account on file or otherwise bill You for such unpaid balance. Upon termination, You must promptly uninstall all software provided by Intermedia in connection with the Services. All of Your Data will be irrevocably deleted promptly (as soon as fourteen (14) calendar days) following the termination of this Agreement or the applicable Schedule, including but not limited to, databases, contacts, call recordings, video recordings, voicemails, files, documents, calendars, e-mail, website content, and any Data hosted by Intermedia. It will be solely Your responsibility to secure all necessary Data from Your Account prior to termination. Intermedia will not be responsible or otherwise liable for any loss of Your Data or any damages arising from the deletion of Your Data following termination of the Services. 3. FEES, BILLING, TAXES, CHARGES. 3.1. Fees. The fees initially charged upon ordering any Service will be effective for the applicable Schedule Initial Term and each Schedule Renewal Term, provided, that Intermedia will have the right to increase these fees at any time upon thirty (30) calendar days’ notice to You. Notwithstanding anything to the contrary set forth in any Annual Plan or Schedule, if an Intermedia vendor increases the price that it charges to Intermedia for the underlying licenses or services that Intermedia delivers to You, then Intermedia shall be entitled to increase the price charged to You for such Service during the term of such Annual Plan by an amount that is proportional to the amount of such increase imposed upon Intermedia by such vendor. If You do not agree with any such fee increase, You will have the right to terminate the applicable Schedule immediately upon notice received by Intermedia within thirty (30) calendar days of the date of notice of the fee increase. All payments made to Intermedia shall be in U.S. dollars (or any other 37 INTERMEDIA Master Service Agreement Master Service Agreement V 5.12 (effective March 31, 2025) Page 5 of 15 currency as may be permitted in the applicable Schedule(s)). 3.2. Billing and Payment Arrangements. Intermedia will bill You monthly for all established and recurring fees, and any applicable one-time fees in that month, including but not limited to interest, check paying program fees and returned check fees. Pro rata billing may occur throughout the course of a billing cycle for feature add-ons that You enable on Your Account during any given month. 3.3. Payment by Automated Means. (a) You may view and print an invoice for Your Account using the administrative control panel made available to You. On or about the first (1st) day of each month, Intermedia will apply the current monthly charges to Your automated payment method, the relevant information of which You entered on the billing information page in the administrative control panel. Payment by automated means includes any form of automated payment accepted by Intermedia from time to time, including credit card, debit card, direct debit or other means. (b) You must provide Intermedia with valid automated payment information as a condition to receive or use the Services. All payments under this Agreement, except as otherwise set forth in Section 3.4 or as otherwise approved by Intermedia, shall be made by directed Automated Clearing House (ACH) debits. Payment by credit card may be permitted with approval by Intermedia and will be subject to processing or other fees, to the extent permitted by applicable law. By providing Intermedia with Your automated payment information, You authorize Intermedia to (i) electronically debit Your bank account via ACH (or credit card, if applicable) for payment for the Services; (ii) make such debits as necessary for payment of current and outstanding bills and invoices, and recurring fees; and (iii) make additional attempts to debit Your bank account (or credit card, if applicable) should the initial attempt fail, in each case without further authorization by You. In the event that You provide Intermedia with different bank account or credit card information (to correct a payment failure or otherwise), You further authorize Intermedia to act upon Your instructions, whether by phone, in writing, or by other means, that Intermedia reasonably believes to be genuine. You are responsible for and agree to update Intermedia with any changes to Your billing and/or automated payment information (e.g., new or updated bank account, credit card, credit card expiration date or other payment account information). It is Your responsibility to keep Your automated payment information up-to-date. (c) If Intermedia is unable to successfully process Your payment by automated means by the seventh (7th) calendar day of the month for which the payment is due, Your payment will be considered late and not paid in full. Intermedia may suspend or terminate Your Account in accordance with Section 2.3(b)(i) for failure to timely pay in full. Late payments are subject to a late-payment charge of the greater of (i) interest calculated at the lesser of (x) eighteen percent (18%) per year and (y) the maximum amount permitted by law and (ii) twenty-five dollars ($25). Such interest will accrue daily from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You will pay the interest immediately on demand. You will pay all collection costs incurred by Intermedia (including, without limitation, reasonable attorneys’ fees). 3.4. Payment by Check. (a) If You apply for and are accepted into Intermedia’s check paying program, Intermedia will issue You an invoice within the first five (5) calendar days of each calendar month. Each invoice will include an invoice processing fee of twenty-five dollars ($25). Payment by check must be received by the fifteenth (15th) calendar day of each month. Acceptance into and continued participation in Intermedia’s check paying program will be at Intermedia’s sole discretion. (b) Should Your check not be honored, a check fee of the lesser of (i) fifty dollars ($50) and (ii) the maximum amount permitted by law, will be charged to Your Account. In addition, Intermedia may require You to pay by cashier’s check or money order. (c) If Intermedia does not receive payment by the fifteenth (15th) calendar day of the month for which the payment is due, Your payment will be considered late and not paid in full. Intermedia may suspend or terminate Your Account in accordance with Section 2.3(b)(i) for failure to timely pay in full. Late payments are subject to a late- payment charge of the greater of (i) interest calculated at the lesser of (x) eighteen percent (18%) per year and (y) the maximum amount permitted by law and (ii) twenty-five dollars ($25). Such interest will accrue daily from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You will pay the interest immediately on demand. You will pay all collection costs incurred by Intermedia (including, without limitation, reasonable attorneys’ fees). 3.5. Fees for Excess Use. You agree to monitor and maintain Your Accounts within all Intermedia-specified limits and in a manner that does not disrupt the activities of Intermedia or other Intermedia customers and users. If Your usage exceeds the limits for Your Account or may disrupt the activities of other Intermedia customers, You agree that Intermedia may immediately, in its sole discretion, (i) charge You for such excess usage via Your automated payment account, or by invoice if You have been accepted into Intermedia’s check paying program, (ii) upgrade You to a 38 INTERMEDIA Master Service Agreement Master Service Agreement V 5.12 (effective March 31, 2025) Page 6 of 15 plan or increase the limits on Your Account to address this excess usage, and/or (iii) suspend Your Account or terminate Your Account upon notice To You. Usage and associated charges for excess usage will be determined based solely upon Intermedia’s collected usage information. Unused monthly allotments will not accrue or carry over from one month to any other month. Upon any upgrade or increase on the limits of Your Account, You will be responsible for the new costs and fees. 3.6. Taxes. In addition to Intermedia’s charges, You will be liable for all taxes, governmental fees and assessments related to fees and charges charged to You under this Agreement or otherwise in respect of Your use of the Services. Intermedia will bill You for any sales, usage or other taxes that apply with respect to (i) the Services that You purchase and (ii) the jurisdiction of Your billing address (or, as required, any other relevant business locations). 3.7. Fees for Additional Services. You agree to pay Intermedia’s then-current rates and expenses, including the cost of Intermedia’s vendors, for any requests related to information retrieval, subpoenas, consulting and advisory services, or similar work. 3.8. Bill Disputes. You will notify Intermedia of any dispute relating to charges billed to Your Account by submitting a Billing Dispute Notification Form (available through Intermedia’s customer service) to Intermedia within sixty (60) days of the date the disputed charges appeared on Your Account. The existence of a dispute will not relieve You from paying any and all amounts billed hereunder. You waive all rights to dispute any charges not disputed by written notice as required above. 3.9. Electronic Billing and Documentation. All billing and other documentation regarding the Services may be provided electronically (“Electronic Documentation”). You consent to receiving Electronic Documentation and decline to receive hard copies of any such materials. You agree to receive all such communications in the English language. 3.10. Modification made by Advisor/Agent. You acknowledge and agree that any charges, fees, surcharges, and taxes resulting from any changes made to Your Account by the registered Advisor/Agent are Your sole and exclusive responsibility unless You select the option in the control panel for Your Account indicating that You do not want Your registered Advisor/Agent to have the authority to manage Your Account. 4. USE OF THE SERVICES. 4.1. Internal Use. You will use the Services for Your own internal business, non-residential and non-personal use. You acknowledge and agree that You will not allow any third party, including Your vendors and service providers, to access or use the Services unless such third party is allowed access for the purpose of providing authorized customer support services or in connection with Your appropriate use of the Services for Your own business purposes. 4.2. Restricted Activities. You will not (i) use any Service for any purpose outside the Service’s intended scope, features, and function set, (ii) use any Service for third-party training (unless the applicable Service is specifically designed for such usage), (iii) use any Service as an application service provider or service bureau, unless You have entered into a separate written agreement with Intermedia to provide such services, (iv) use any Service for timesharing or rental, (v) use any Service to design software or other materials or services with similar or competitive functionality for any purpose, including distribution to third parties, (vi) except with respect to Your Data, duplicate any portion of the Services or display, distribute, publish, or otherwise disclose any Service; (vii) use any of the Services to interface with any other service or application that is outside the scope of intended use; (viii) decompile, disassemble, or otherwise reverse engineer any portion of the Services; (ix) make any modification or interface to any Service that is not specifically authorized by Intermedia without prior written consent of Intermedia; (x) resell or sublicense any portion of the Services, and any purported resale or sublicense will be void; or (xi) store, maintain, or use on or through the Services any PHI, unless a formal Business Associate Agreement (in a form acceptable to Intermedia in its sole discretion), if required by applicable law, has been executed between Intermedia and You. You may not access the Services for purposes of monitoring their performance, availability, or functionality, or for any other benchmarking or competitive purposes, without Intermedia’s prior written consent. You may not, without Intermedia’s prior written consent, access the Services if You are a direct competitor of Intermedia. 4.3. Applicable Law. You acknowledge and agree that (a) access and use of the Services may be restricted or limited as a result of Applicable Laws, (b) You will not use, or allow the use of the Services, in contravention of any Applicable Law, and (c) You will comply with all Applicable Laws. You represent that (i) You and Your Users are not named on any Government Authority list of persons or entities prohibited from receiving exports, and (ii) You will not permit Users to access or use Services in violation of any export embargo, prohibition or restriction. You acknowledge and agree that that it is Your sole responsibility to use the Services in a lawful manner. 5. YOUR DATA; FEEDBACK. 5.1. Submission of Your Data. Any Data You provide to Intermedia in connection with the Services must comply with the AUP. Attempting to place or transmit, or requesting placement or transmission, of Data that does not comply 39 INTERMEDIA Master Service Agreement Master Service Agreement V 5.12 (effective March 31, 2025) Page 7 of 15 with the AUP will be a material breach of this Agreement. Intermedia may, in its sole discretion, reject or remove Data that You have used or attempted to use with respect to the Services. Any Data used with respect to the Services by or through You will be free of any and all malicious code, including without limitation, disabling devices, drop dead devices, time bombs, trap doors, trojan horses, worms, computer viruses and mechanisms that may disable or negatively impact the Services, Intermedia’s servers, or any other tangible or intangible asset of Intermedia. You hereby represent and warrant to Intermedia that You have the right to use any patented, copyrighted, trademarked, proprietary or other material in connection with Data that You use, post, or otherwise transfer or transmit with respect to the Services. 5.2. Public Disclosure of Data. You are solely responsible for ensuring that You do not accidentally make any private Data publicly available. Any Data made public may be publicly accessible through the internet and may be crawled and indexed by search engines or other third parties. By making any Data publicly available on any of the Services, You affirm that You have the consent, authorization or permission, as the case may be, from every person who may claim any rights in such Data to make such Data available in such manner. 5.3. Data Takedown. By making any Data publicly available in the manner aforementioned, You expressly agree that Intermedia will have the right to block access to or remove such Data made available by You, if Intermedia receives complaints, inquiries or notices concerning any illegality or infringement of rights in such Data. You expressly consent to determination of questions of illegality or infringement of rights in such Data by the agent designated by Intermedia for this purpose. 5.4. Filtering. Intermedia may employ various filtering methods to reduce unwanted content, such as SPAM e-mail or calls, from reaching Your Intermedia Account or Your Users’ Services. You acknowledge and agree that such methods (a) may fail to successfully identify such unwanted content and may therefore allow such content to be delivered and accessible to Your Account or Your Users; and (b) may prevent legitimate content or communications from reaching Your Account and that Intermedia will not be liable therefor. 5.5. Control. Intermedia is not obligated to exercise control over the content of information, including Your Data, passing through Intermedia’s network except any controls expressly provided in this Agreement. 5.6. Feedback. Any feedback, recommendations, enhancement requests, suggestions, testimonials, endorsements, information or materials conveyed to Intermedia by You or Your Users in connection with the Services shall be collectively deemed “Feedback.” You agree to grant and hereby grant to Intermedia a perpetual, transferable, irrevocable, royalty-free, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Feedback without restriction. 6. CONFIDENTIALITY AND PRIVACY. 6.1. Confidential Information. “Confidential Information” is all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information will include Your Data. Intermedia’s Confidential Information will include the Services (and any portion thereof), the terms and conditions of this Agreement and any Schedules (to the extent not publicly available on Intermedia’s website), and all related Service order forms, as well as Intermedia’s business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by Intermedia. Confidential Information will not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. The Receiving Party may disclose Confidential Information to the extent required to comply with binding orders of governmental entities that have jurisdiction over it; provided however that, to the extent legally permitted by law to do so, the Receiving Party gives the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy, discloses only such Confidential Information as is required by the governmental entity, and uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information disclosed. You acknowledge that Intermedia, and its licensors, retain all intellectual property rights and title, in and to, all of their Confidential Information and/or other proprietary information. This shall include, but not be limited to: products, services, and the ideas, concepts, techniques, inventions, processes, software or works of authorship developed, embodied in, or practiced in connection with the Services provided by Intermedia hereunder. 6.2. Protection of Confidential Information. Except as otherwise permitted by this Agreement or in writing by the 40 INTERMEDIA Master Service Agreement Master Service Agreement V 5.12 (effective March 31, 2025) Page 8 of 15 Disclosing Party, (i) the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who are bound by confidentiality obligations at least as protective of Disclosing Party and its Confidential Information as the provisions of this Agreement. 6.3. Use and Disclosure by Intermedia. Notwithstanding the foregoing, Intermedia may use or disclose Your Data (i) as expressly permitted in writing by You, and (ii) as expressly provided in this Agreement, including (a) in accordance with the Privacy Policy (as if such Data were “Personal Data” as defined under the Privacy Policy), and (b) to access Your Data to provide the Services or prevent or address service or technical problems, or at Your request in connection with customer support matters. You expressly consent to the foregoing use and disclosure. 7. BETA OFFERINGS. The SLAs do not apply to any Beta Offerings. Notwithstanding anything else set forth in this Agreement, Intermedia does not make any representations or warranties regarding any Beta Offering or the integrity of any data stored in connection with any Beta Offering. You are strongly discouraged from using any Beta Offering in connection with sensitive data. Intermedia may, in its sole discretion, change or terminate any Beta Offering without notice and does not represent or warrant the result of any such action. Intermedia may, in Intermedia’s sole discretion, convert any Beta Offering to a paid service upon notice to You. To avoid incurring increased charges following such a conversion, You must terminate (i) the individual converted service (if possible) by contacting Intermedia as directed in the conversion notice, or (ii) if You subscribe to no other services under Your Account, the entire Account, pursuant to Section 2 of this MSA. 8. LIMITED WARRANTY; LIMITATION ON LIABILITY; THIRD-PARTY SERVICES. 8.1. Limited Warranty. Intermedia provides the Services and any related products on an “as is” basis, except as otherwise specifically set forth in the applicable SLA. You expressly agree that use of the Services is at Your sole risk. To the fullest extent permitted by applicable law, Intermedia and the Intermedia Parties expressly disclaim all warranties of any kind, whether express, implied, statutory, or otherwise, oral or written, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. You hereby agree that the terms of this Agreement, including any Schedule, will not be altered due to custom or usage or due to the parties’ course of dealing or course of performance under this Agreement, including any Schedule. 8.2. Limitation on Liability. Intermedia and Intermedia Parties will not be liable for any indirect, incidental, special, punitive or consequential damages (including but not limited to damages for lost profits, business interruption, loss of programs or information, and the like) in connection with any claim arising under or in connection with this Agreement or the Services provided hereunder, regardless of whether Intermedia or any Intermedia Party has been advised of such damages or their possibility. Some jurisdictions do not permit exclusion or limitation of liability for all types of damages (including the province of Quebec), so the preceding exclusions may not apply to all parties; in such jurisdictions, and only such jurisdictions, the liability is limited to the fullest extent permitted by law. Intermedia will not be liable for any harm that may be caused by Your access to application programming interfaces or the execution or transmission of malicious code or similar occurrences, including without limitation, disabling devices, drop dead devices, time bombs, trap doors, trojan horses, worms, viruses and similar mechanisms. You agree that the total liability of Intermedia and any Intermedia Party and Your sole remedy for any claims (i) regarding the Services for which a remedy is set forth in the applicable SLA is limited to the credits set forth in such SLA; and (ii) regarding the Services, other than those specifically described in clause (i) of this Section 8.2, is limited to the lesser of (a) One Thousand Dollars ($1,000) and (b) the prior one (1) month of Service fees paid under this Agreement by You to Intermedia. 8.3. Other Liability. None of the Intermedia Parties is responsible to You for any warranty provided by Intermedia. 8.4. Third-Party Services. Intermedia may link to or offer Third-Party Services on Intermedia’s website or otherwise through the Services. Any purchase, enabling, or engagement of Third-Party Services, including but not limited to implementation, customization, consulting services, and any exchange of Data between You and any Third-Party Service, is solely between You and the applicable Third-Party Service provider and is subject to the terms and conditions of such Third-Party Provider. Intermedia does not warrant, endorse or support Third- Party Services and is not responsible or liable for such Services or any losses or issues that arise as a result of Your use of such services. If You purchase, enable or engage any Third-Party Service for use in connection with the Services, You acknowledge that Intermedia may allow providers of those Third-Party Services to access Your Data used in connection with the Services as required for the 41 INTERMEDIA Master Service Agreement Master Service Agreement V 5.12 (effective March 31, 2025) Page 9 of 15 interoperation of such Third-Party Services with the Services. You represent and warrant that Your use of any Third-Party Service signifies Your independent consent to the access and use of Your Data by the Third-Party Service provider, and that such consent, use, and access is outside of Intermedia’s control. Intermedia will not be responsible or liable for any disclosure, modification or deletion of Data resulting from any such access by Third-Party Service providers. 9. OWNERSHIP AND CONTROL. 9.1. No Transfer. Except for rights expressly granted in this Agreement, including any Schedules, Intermedia does not transfer any intellectual or other property or proprietary right to You. All right, title, and interest in any Service provided to You, including without limitation any copyright, trade secret and vested or potential trademark and patent rights, is solely the property of Intermedia and its vendors and licensors. As between You and Intermedia, all materials distributed by Intermedia in connection with the Services will at all times remain the property of Intermedia, and upon the request of Intermedia or upon termination of this Agreement or any Schedule, You will promptly return any and all such materials. 9.2. Control. Intermedia will have sole and complete control over, and reserves the right at any time to make changes to, the configuration, appearance, content and functionality of the Services. In addition, Intermedia reserves the right, at any time, without prior notice, to the exercise of its sole discretion to suspend or terminate any Service for the protection of the security and integrity of the Services or other business, technical or financial considerations as determined by Intermedia. 10. INTELLECTUAL PROPERTY PROTECTION. Intermedia will, at its own expense, defend or at its option settle, any claim brought against You by a third party on the issue of infringement of any copyright, patent, or trademark of that third party, in each case by the “Intermedia Technology,” as defined below in this Section 10; provided that You provide Intermedia with (a) prompt written notice of such claim; (b) control over the defense and settlement of such claim; and (c) proper and full information and assistance to settle and/or defend any such claim. In the event of any claim for which Intermedia may be obligated to defend or settle in accordance with this Section 10, Intermedia may at its sole option and expense, either: (i) procure the right to use the Intermedia Technology as provided herein; (ii) replace the Intermedia Technology with other non-infringing products with equivalent functionality; (iii) suitably modify the Intermedia Technology so that it does not infringe; or (iv) terminate this Agreement. Intermedia assumes no liability for infringement claims arising from: (1) any combination of the Intermedia Technology with products or technology not provided by Intermedia, if the infringement would not have occurred if the Intermedia Technology had not been so combined; (2) any modification of the Intermedia Technology, in whole or in part, by anyone other than Intermedia, if the infringement would not have occurred but for such modification; (3) use by You of any Intermedia Technology after Intermedia notifies You that continued use may subject You to such claim of infringement, provided that Intermedia provides You with a replacement release of the Intermedia Technology; (4) any proprietary or intellectual property rights not expressly identified in this Section 10; or (5) any non-United States proprietary or intellectual property rights. “Intermedia Technology” means the software of Intermedia which is delivered to You in connection with Your use of the Services. This Section 10 sets forth the entire liability and obligations of Intermedia, and Your exclusive remedy, with respect to any actual or alleged infringement of any intellectual property or proprietary right by the Services. The terms of this Section 10 are subject to the limitations of Section 8. 11. HARDWARE, EQUIPMENT, AND SOFTWARE. Unless purchased from Intermedia or one of its affiliates pursuant to a separate written agreement, You are responsible for and must provide all hardware, software, services and other components necessary to access and use the Services. Intermedia makes no representations, warranties, or assurances that third party hardware, software, services and other components will be compatible with any Service. Intermedia reserves the right to change or upgrade any equipment or software that it uses to provide the Services without notice to You. Intermedia will install security patches, updates, upgrades and service packs (“Updates”) as it determines in its sole discretion, and reserves the right, but not the obligation, to roll back any Updates. Updates may change system behavior and functionality and as such may negatively affect the Services used by You. Intermedia cannot foresee nor be responsible or liable for service disruption or changes in functionality or performance due to Updates. Intermedia is not responsible or liable for issues that may arise from incompatibilities between Your Data and use of the Services and any Update or hardware or software change or configuration, regardless of whether discretionary or requested. 12. INDEMNIFICATION. You agree to defend, indemnify, save, and hold Intermedia and the Intermedia Parties harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorneys’ fees, asserted against them that may arise or result from Your use of the Services, Your breach of this Agreement (or any Schedule), or Your negligence or willful misconduct. 42 INTERMEDIA Master Service Agreement Master Service Agreement V 5.12 (effective March 31, 2025) Page 10 of 15 13. MODIFICATION OF TERMS. Intermedia may update, amend, modify or supplement the terms and conditions of this Agreement, including any Schedules, any SLAs, the AUP, the DPA, the AI Policy and the Privacy Policy, from time to time by giving You notice. Such changes will take effect immediately. Any such modification may be made without the consent of any third party beneficiaries of this Agreement. You can review the most current version of this MSA, the Schedules, the SLAs, the AUP, the DPA, the AI Policy, and the Privacy Policy at any time at http://www.intermedia.com/legal, and You can also review the most current version of the DPA at any time in Intermedia’s Administrative Control Panel. Your continued use of Your Account or the Services after Intermedia posts a new version of any component of the Agreement will be conclusively deemed to be acceptance by You of any such new version. 14. Payment Card Industry Data Security Standard. 14.1 General. The Payment Card Industry Data Security Standard (“PCI DSS”) is a set of security standards designed to ensure that companies accepting, processing, storing, or transmitting credit card information maintain a secure environment. Intermedia’s activities with respect to compliance with PCI DSS vary depending upon Intermedia’s role in the applicable transaction. (a) Intermedia as Merchant. Intermedia serves as a “merchant” when You directly provide a credit card number (or other payment card information) to Intermedia to pay for Intermedia's services through its payment processing system. Intermedia’s payment processing system is designed to comply with PCI DSS when Intermedia accepts, processes, stores and/or transmits credit card or other payment card information received for purposes of paying for Intermedia services. (b) Intermedia as Service Provider. Intermedia serves as a “service provider” when You elect to utilize Intermedia’s communications services to collect credit card information (or other payment card information) that You are accepting, processing, storing, or transmitting in the conduct of Your business. You acknowledge that, with respect to Intermedia’s Services: i. Only select Intermedia Services are designed to be compliant with PCI DSS. For example, communications via email or voice calling through unified communications services are not structured to receive payment card information in a PCI DSS-compliant manner. ii. For Services that are designed to be compliant with PCI DSS, while Intermedia is responsible for the security of the cardholder data that Intermedia possesses within the applicable Services (including the functions relating to accepting, processing, storing, and transmitting the known cardholder data), Your use of Services does not, in itself, achieve PCI DSS compliance for Your company. iii. You are solely responsible for assessing Your own compliance requirements with respect to PCI DSS, which includes ensuring that (a) the Services that You are using to collect payment card information are included among the select Intermedia Services that are designed to be compliant with PCI DSS; (b) all aspects of Your own cardholder data environment (for example, any systems, applications, or processes outside the scope of the Services), including data handled, processed, or stored using the Services, adhere to PCI DSS requirements; and (c) Your personnel are adequately trained and informed about PCI DSS requirements, including best practices for data security and the proper methods for handling, processing, and transmitting such data. iv. Intermedia shall not be responsible for any losses or damages, and disclaims all liability, arising, directly or indirectly, from Your failure to comply with the PCI DSS requirements for which You are responsible, as described herein. 15. MISCELLANEOUS. 15.1. Governing Law; Jurisdiction; Forum; Attorneys’ Fees. This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to its conflicts of laws or its principles. Any claim or suit arising out of or relating to this Agreement will be brought exclusively in any court of competent jurisdiction located in Santa Clara County, California. In any action to enforce this Agreement, including, without limitation, any action by Intermedia for the recovery of fees due hereunder, You agree to pay Intermedia’s reasonable attorneys’ fees and costs in connection with such action if Intermedia prevails in such action. You agree to waive the right to trial by jury with respect to any proceeding related to or arising out of this Agreement. 15.2. Written Communications and Notice. You accept that communication from Intermedia may be electronic. Intermedia may contact You by e-mail or provide You with information by posting notices on Intermedia’s website or to Your Account. You agree to receive all such communications in the English language. You agree to this electronic means of communication and You acknowledge that all contracts, notices, information and other communications that Intermedia provides to You electronically are acceptable and effective as notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder will be in writing and will be deemed to have been given (i) immediately upon 43 INTERMEDIA Master Service Agreement Master Service Agreement V 5.12 (effective March 31, 2025) Page 11 of 15 personal delivery, (ii) the second (2nd) business day after mailing, (iii) the second (2nd) business day after sending by confirmed facsimile, or (iv) the first (1st) business day after sending by email or, if from Intermedia to You, online posting. Notices to You shall be written in English and may be addressed by Intermedia to any e-mail address, postal address or facsimile number registered with Intermedia, or through means of online posting through the Services. Notices to Intermedia that are not expressly authorized by administrative control panel under this Agreement shall be written in English and mailed to Intermedia.net, Inc., 1050 Enterprise Way, Suite 200, Sunnyvale, California 94089, Attn: Legal Department, or such other address as designated on Intermedia’s website from time to time. 15.3. Authority, Age and Capacity. The individual accepting this Agreement on behalf of You represents and warrants that he/she has the authority to bind You to this Agreement. You hereby represent and warrant that each User has reached the older of (i) the age of eighteen (18) and (ii) the age of majority in the User’s jurisdiction, and that You are not subject to a limitation on Your ability to enter into this Agreement. 15.4. Severability. If any one or more of the provisions contained herein will, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any of the other provisions of this Agreement, and this Agreement will be construed as if such provision(s) had never been contained herein, provided that such provision(s) will be curtailed, limited, or eliminated only to the extent necessary to remove the invalidity, illegality, or unenforceability. 15.5. Waiver. No waiver by either party of any breach by the other party of any of the provisions of this Agreement will be deemed a waiver of any preceding or succeeding breach of this Agreement. No such waiver will be effective unless it is in writing signed by the parties hereto, and then only to the extent expressly set forth in such writing. 15.6. Remedies. The rights and remedies of the parties hereunder shall not be mutually exclusive, i.e., the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provision hereof. The parties acknowledge, confirm and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach by You or Your Users of any provision hereof, the respective rights and obligations hereunder shall be enforceable by specific performance, injunction or other equitable remedy. Nothing contained in this Agreement shall limit or affect any rights at law or statute or otherwise for a breach or threatened breach of any provision hereof, it being the intent of this provision to clarify that the respective rights and obligations of the parties shall be enforceable in equity as well as at law or otherwise. 15.7. No Assignment. No benefit or duty of You under this Agreement will, without the written consent of Intermedia, be in any manner sold, transferred, assigned, conveyed, pledged, encumbered or charged, and any attempt to do so will be void. Intermedia may assign this Agreement without Your consent and without notice. 15.8. Fair Interpretation, Headings. This Agreement reflects terms that are mutually agreeable to the parties. This Agreement will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party based on draftsmanship of the Agreement or otherwise. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 15.9. Force Majeure. Except for monetary obligations, neither party shall be liable to the other for failure or delay in the performance of a required obligation hereunder if such inability or delay is caused by reason of Force Majeure Event. “Force Majeure Event” is any cause beyond a party’s reasonable control or anticipation, including, without limitation, acts of war, acts of god, terrorism, earthquake, hurricanes, flood, fire or other casualty, embargo, riot, sabotage, labor shortage or dispute, governmental act, insurrections, epidemics, quarantines, inability to procure materials or transportation facilities, failure of power, restrictive governmental laws or regulations, condemnation, acts of third parties, failure of the Internet or other reason that is beyond a party’s reasonable control or anticipation. 15.10. Survival. The preamble, “Definitions” and Sections 2, 3, 4, 5, 6, 8, 9, 10, 12, 13, 14, and 15 of this MSA will survive termination. 15.11. Independent Parties. Notwithstanding anything to the contrary herein, it is acknowledged, confirmed, and agreed that You shall be, and shall be deemed to be, an independent entity for all intents and purposes, including, without limitation, federal taxation. You shall pay all expenses in connection with performing Your obligations hereunder and shall not incur any indebtedness on behalf of Intermedia in connection with such expenses. Neither party shall have or hold itself out as having any right, authority nor agency to act on behalf of the other party in any capacity or in any manner, except as specifically authorized in this Agreement. 15.12. Entire Agreement; Third Party Beneficiaries. This Agreement, including any Schedules, constitutes the entire agreement for provision of the Services to You and supersedes all other prior agreements and understandings, both written and oral, between You and Intermedia with respect to the Services. You understand and agree that (i) Intermedia and You may include, as the sole third party beneficiaries of this Agreement, the Intermedia Parties, and 44 INTERMEDIA Master Service Agreement Master Service Agreement V 5.12 (effective March 31, 2025) Page 12 of 15 (ii) in the event of any breach of this Agreement, including any Schedule, such Intermedia Parties shall have all rights and remedies available to them as if they were parties to this Agreement, including claiming the benefit of Section 8 of this MSA. 15.13. Language. The parties confirm that they have requested that this Agreement and all related documents be drafted in English. Les parties aux présentes ont exigé que la présente entente et tous les documents connexes soient rédigés en anglais. 45 Master Service Agreement V 5.12 (effective March 31, 2025) Page 13 of 15 Attachment 1 Enhanced 911 Service - Disclosures, Notices and Disclaimers IMPORTANT: EMERGENCY 911 CALLING INFORMATION (U.S. and Canada) This document provides very important information about emergency 911 calling using the Internet phone service of AccessLine Communications Corporation dba Voice Telco Services (“Voice Telco Services”), a wholly owned subsidiary of Intermedia.net, Inc. (“Intermedia”), included as part of the Intermedia Unite® and Cloud PBX services. This document also describes the steps that you, as a customer of this service (“You”), should take to ensure Your safety and the safety of Your employees and visitors. Capitalized terms used in this document but not otherwise defined have their respective meanings set forth in the Master Service Agreement between You and Intermedia. Note that this document is incorporated into the terms of Your Master Service Agreement and creates a legally binding obligation on You. Dear Customer: Emergency 911 Services (including Enhanced 911 or “E911”) provided by Voice Telco Services differ from the emergency calling services provided by a traditional telephone company. These differences may have an adverse impact upon the ability or timeliness of 911 responders to respond to or assist You or others in the event of an emergency. In addition, due to limitations on technology or other factors, the location reported by Voice Telco Services to the public safety dispatcher for Your telephones may not include a user’s specific location within a business premise. For this reason, it is important that You carefully follow the instructions below. As part of the initial process of subscribing to our voice services, You provide us with the street address, city, and state (“Default Service Location”) where the applicable phone number (and the associated Voice Telco Services voice service) will typically be used by the applicable user. In addition, as further described below, You or Your users (depending on the application) may at any time register a different service location (i.e., different from the Default Service Location), specifically to be used by Voice Telco Services when transmitting an emergency service call, for each of Your registered devices and installed softphone applications to indicate where the applicable device or application (and the associated Voice Telco Services voice service) are being used by the applicable user (“Registered E911 Location”). IMPORTANT: Please note that the Registered E911 Location for mobile and desktop applications may be changed only by the applicable end user; however, the Registered E911 Location for all other devices (such as desk phones) may only be maintained by an account administrator. Except as provided below for Canada, our customers have access to either basic 911 or E911 service depending on their Registered E911 Location (or, if none, their Default Service Location): n If You are a customer located in an area where the applicable emergency center offers E911 service, then, when You dial 911, Your Voice Telco Services telephone number and applicable registered address are sent by Voice Telco Services to the emergency center, where public safety dispatchers have access to this information in order to send help and call You back if necessary. n However, if You are a customer located in an area where the applicable emergency center only offers basic 911 service, then, when You dial 911, the emergency center is not equipped to automatically receive Your telephone number and address, and public safety dispatchers answering the call may not be able to access Your Voice Telco Services telephone number and/or registered address. Therefore, in this situation, You must be prepared to supply this information on the call. Until You supply the public safety dispatchers with Your phone number and address, 46 Master Service Agreement V 5.12 (effective March 31, 2025) Page 14 of 15 the dispatcher may not be able to send help, and they may not be able to call You back if the call is disconnected or dropped. If You are calling from a Canadian phone number, when You dial 911, You will only have access to basic 911 service. Your call will first be routed to an emergency services operator. You will need to verbally provide Your location to the operator. After the operator verbally determines Your location, the operator will transfer the call to the appropriate Public Safety Answering Point (PSAP). Therefore, in this situation, You must be prepared to supply Your telephone number and/or registered address on the call. Until You supply this information to the operator, the operator may not be able to send help and may not be able to call You back if the call is disconnected or dropped. For the purposes of 911, and to ensure the safety of You, Your employees, and Your visitors: n You must register with Voice Telco Services the Default Service Location (the physical location where the applicable phone number (and the associated Voice Telco Services voice service) will typically be used by the applicable user) at the time of initial subscription to the voice service. It is Your responsibility to confirm the accuracy of Your Default Service Location upon initial registration, and upon any further changes, additions, or transfers of phone numbers or phone devices. You can do this by using Your online account portal; and n You or Your users (depending on the application) must register with Voice Telco Services the Registered 911 Location (the physical location, for each device or softphone application, where our service is then being used), whenever that location changes from time to time. It is Your users’ responsibility to confirm the accuracy of the Registered 911 Location associated with each device and softphone application, including, with respect to mobile and desktop applications, updating such address within the voice service application whenever the physical location to which service is provided to the applicable mobile or desktop application changes from time to time. We will register both the Registered 911 Location (for each device or softphone application) and the Default Service Location (for each user or phone number). It is Your and Your users’ responsibility, when a user uses the Voice Telco Services voice services in a different location than the Default Service Location or the Registered 911 Location, to promptly update the applicable address(es) that are registered with Voice Telco Services. It is also Your responsibility to require each user to provide Voice Telco Services with their specific location within Your premises in the event of an emergency. If You (or Your users, as applicable) do not update the Registered 911 Location (or, if no Registered 911 Location is provided, the Default Service Location), Your 911 calls may be directed to an emergency center near Your old registered service address (instead of the new location), which may result in 911 responders being delayed in responding, or unable to respond, to the reported emergency. You may register only one Registered 911 Location at a time for each device or softphone application, and You may register only one Default Service Location for each phone line or user. To be clear, You or Your users (depending on the application) must re-register the Registered 911 Location with Voice Telco Services each time the user changes the physical location to which voice services are provided to the applicable device or softphone application. Please note that this is standard and customary practice for any Internet-based voice service, and it is designed to keep You, Your employees, and Your visitors safe in case of an emergency. With Intermedia Unite, You have the ability to connect Your voice service to multiple devices and endpoints. Please note the following important service limitations with regard to the use of such devices or endpoints: n Note that You or Your users must register the correct Registered 911 Location address for each separate device or softphone application within the Voice Telco Services application (e.g., home phone, office phone, mobile device application, etc.). 47 Master Service Agreement V 5.12 (effective March 31, 2025) Page 15 of 15 n Emergency 911 calls are supported from the Intermedia Unite mobile application as follows: o Except as provided below for Canada, emergency 911 calls placed through the Intermedia Unite mobile application will be processed (e.g., routed to a local Public Safety Answering Point (PSAP)) using the Registered 911 Location address registered with Voice Telco Services for the mobile application (or, if no Registered 911 Location has been provided to Voice Telco Services, the Default Service Location registered with Voice Telco Services for the applicable phone number or user). Therefore, if the caller is not physically located at that Registered 911 Location (or Default Service Location, as applicable), the call may be routed to a PSAP that is not local to the caller’s then-current location, and the caller will need to verbally provide his/her location to the emergency responder. As a result, there is a risk of delay in the processing of emergency 911 calls placed through the mobile application (due to calls being incorrectly routed and additional handling and transfer time), as well as a risk that the emergency service providers may not be able to identify the caller’s location (and thus not be able to provide the emergency services needed by the caller) if the caller is unable to verbally communicate his/her location; and any of these events may result in the caller not receiving the emergency services they require in a timely manner, or at all. It is solely the responsibility of You and Your end users (and not the responsibility of Intermedia) to ensure that the correct and current Registered 911 Location and Default Service Location for the Intermedia Unite mobile application are maintained at all times within Intermedia’s systems. o In Canada, all emergency 911 calls placed through Intermedia Unite, including the Intermedia Unite mobile application, will first be routed to an emergency service operator, which will transfer the call to the appropriate PSAP after verifying the caller’s location. As a result, there is a risk of delay in the processing of emergency 911 calls due to additional handling and transfer time. In addition, if the caller is unable to communicate his/her location to the operator, the operator may not be able to route the call to the appropriate PSAP. Thus the caller may not receive emergency services he/she requires in a timely manner, or at all. n Voice Telco Services recommends that any emergency 911 calls placed on a mobile device be made using the mobile phone’s native dialer, instead of through the Intermedia Unite mobile application, as the mobile carrier infrastructure is better able to obtain and provide accurate location information to enable the call to be routed to the most appropriate PSAP. 911 service over Internet-based voice service has several limitations. Such limitations, including those discussed above, may prevent You from making emergency calls and include but are not limited to any of the following: • Loss of electrical power • Loss of Internet connection for any reason • Termination of Your account by Your broadband ISP or by Voice Telco Services • Defective or misconfigured customer premises equipment or software • Network congestion • Delays in updating the applicable Registered 911 Location or Default Service Location on file with Voice Telco Services • Non-voice equipment, such as security systems and medical monitoring equipment • Relocating the equipment outside of the jurisdictions permitted by the Master Service Agreement and applicable product schedules • Simultaneous use of one line with multiple pieces of equipment • The failure of the emergency response center to answer Your calls • Failures of third parties responsible for routing 911 calls 48 Master Service Agreement V 5.12 (effective March 31, 2025) Page 16 of 15 You should advise all of Your employees, invitees, guests, visitors, and every other person who visits Your facility and/or who may make calls using the service of the limitations described above. In some cases, emergency calls may not be routed to the designated emergency center in Your area. Rather, an emergency call may be routed to an alternative emergency center that may not have access to any or all of Your Registered 911 Location or Default Service Location information. Consequently, a user should be prepared to provide sufficient information with respect to their physical location to a public safety dispatcher. This method may delay the dispatch of emergency personnel to the user’s location. If the emergency call is disconnected for any reason prior to the time the user has provided a location and callback number, emergency personnel will have no way to contact the user or determine the user’s identity or location, and the user should immediately redial 911. It is important that You place the stickers shipped with the phones purchased from Voice Telco Services, or the label (supplied with this letter) for phones You supplied yourself, next to all devices which use the Voice Telco Services service, including all session initiation protocol (“SIP”) telephones, analog telephone adapters and telephones attached to an analog telephone adapter having the capability of connecting to our service, as well as all computers having softphone software installed. The sticker or label should be conspicuously located near or on each device so that a caller can easily see it. Failure to situate a sticker or label near or on each device may result in a caller not knowing that he/she may not be able to reach 911 in the event of an emergency. You acknowledge and agree that if You are not comfortable with the limitations of Voice Telco Services’ 911 service, that You should always have an alternative means of accessing emergency service. To ensure that You and Your Users have access to emergency services, You acknowledge and accept that it is Your sole responsibility to purchase, from a third-party separately from Voice Telco Services, traditional wireless or landline telephone service as a backup means of completing emergency calls. If the Service is used in a home office environment, it is not intended to be used for personal, residential, nonbusiness or nonprofessional commercial use. A home office user must provide alternative arrangements for residential emergency calls. To check Your 911 activation status, log in to Your account or dial support from Your Voice Telco Services phone. 49 Summary of services Customer total Description One-time Monthly Services Unified Communications Services $2,040.00 $9,394.55 Equipment Free Free Shipping $1,340.80 Subtotal $3,380.80 $9,394.55 Surcharges & Other fees $2,658.95 Estimated taxes $5,411.89 $70.93 TOTAL $8,792.69 One-time $12,124.43 Monthly Details Main location 329 Miller Ave, South San Francisco, California 94080-3725 Customer total Description Quantity Unit price One-time Monthly Unified Communications Services Unite Pro (5 yr) Includes advanced Cloud PBX with unlimited local and long- distance calling, calls to 33 countries, connection of up to 5 phone devices, including mobile and desktop apps, Chat, SMS/MMS (500 included, overage rates apply), File Sharing (50 GB/user), CRM integrations, AI capabilities, Advanced Hunt Groups and Queuing, Video Meetings (up to 100 participants) and 30-days Archiving. 20 $15.99 $319.80 Prepared for City of South San Francisco Tony Barrera tony.barrera@ssf.net (650)829-3914 329 Miller Ave South San Francisco, CA 94080-3725, United States Provided by KELSO COMMUNICATIONS INC tim.kelso@kelsocommunications.com 14087627345 Notes: - Your first bill may look different than other bills. It may include: (1) one-time fees and prorated charges for new services added during the prior month, (2) full charges for the next month, (3) applicable usage charges, as well as (4) associated taxes and fees. Draft quote ID 39049-18 PAGE 6 OF 8 Exhibit A - Taxes and fees are based on service address and can differ by address. 50 Customer total Description Quantity Unit price One-time Monthly Unite Essentials (5 yr) Includes Cloud PBX with unlimited local and long-distance calling, calls to 23 countries, connection of 1 phone device, including mobile and desktop apps, Chat, SMS/MMS (25 included, overage rates apply), File Sharing (5 GB/user), Video Meetings (up to 25 participants) and 30-days Archiving. 515 $12.99 $6,689.85 Archiving: 1 Year Retention For rolling retention period of 3, 6 or 12 months. 535 $3.60 $1,926.00 AI Assistant (Beta) AI Assistant is a business productivity tool using Generative AI to help users access information more easily and automate repetitive or time-consuming tasks 535 Free Free Free Local Number Porting Fee 680 $3.00 $2,040.00 Auto Attendant (additional) Greets callers and provides call routing options. For calls forwarded outside of the network, includes 1,000 minutes of outbound local calls per month. 20 $4.99 $99.80 Voicemail box 1 voicemail box included with each UC user license, Hunt Group or Auto Attendant. 90 $3.99 $359.10 Equipment Yealink T44W An IP desk phone with a 2.8-inch color LCD, dual Gigabit Ethernet ports, built-in Wi-Fi and Bluetooth and two USB ports. Includes 8 physical line keys with up to 21 DSS keys. 20 Free Free Free Yealink T33G Desk Phone An IP desk phone with Color LCD display, superb sound quality, and a wide range of business telephony features. Includes 4 physical line keys configurable for phone calls, presence, and speed dial. 515 Free Free Free Shipping 329 Miller Ave, South San Francisco, California 94080-3725 —— $1,340.80 Taxes & Fees Surcharges & Other fees ——$2,658.95 Notes: - Your first bill may look different than other bills. It may include: (1) one-time fees and prorated charges for new services added during the prior month, (2) full charges for the next month, (3) applicable usage charges, as well as (4) associated taxes and fees. Draft quote ID 39049-18 PAGE 7 OF 8 - Hardware provided on promotion is amortized over a 12-month period. Penalties on hardware for early cancellation of an account are calculated based on the percentage of the term remaining at the time of cancellation. time the order is placed. - Taxes and fees are based on service address and can differ by address. 51 Customer total Description Quantity Unit price One-time Monthly Estimated taxes —— $5,411.89 $70.93 Total - Main location $8,792.69 $12,124.43 Notes: - Your first bill may look different than other bills. It may include: (1) one-time fees and prorated charges for new services added during the prior month, (2) full charges for the next month, (3) applicable usage charges, as well as (4) associated taxes and fees. Draft quote ID 39049-18 PAGE 8 OF 8 - Hardware provided on promotion is amortized over a 12-month period. Penalties on hardware for early cancellation of an account are calculated based on the percentage of the term remaining at the time of cancellation. - Taxes, fees and shipping charges may be estimates only and are subject to change. Actual taxes, fees and shipping charges will be calculated at the time the order is placed. - Taxes and fees are based on service address and can differ by address. 52 Draft quote ID 39049-18 PAGE 8 OF 8 53 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 8/13/2025 Edgewood Partners Ins Center 100 Montgomery St,Suite 2000 San Francisco CA 94104 Brigette Gerbacio 925-822-9166 Brigette.Gerbacio@epicbrokers.com License#:0B29370 Federal Insurance Company 20281 INTEINC17 Intermedia.net,Inc.c/o Ivy Parent Holdings,LLC 1050 Enterprise Way,Suite 200 Sunnyvale,CA 94089 735140575 A X 1,000,000 X 1,000,000 10,000 1,000,000 2,000,000 X 36049091 9/1/2024 9/1/2025 2,000,000 A 1,000,000 X X 73599350 9/1/2024 9/1/2025 A X X 10,000,000781852769/1/2024 9/1/2025 10,000,000 Re:All Contracts/Written Agreements between the Certificate Holder and the Insured.When required by written contract,additional insured status with primary coverage and waiver of subrogation apply to General Liability and Automobile Liability,all per the attached endorsements. City of South San Francisco PO Box 711 South San Francisco CA 94083 54 55 56 57 58 Form: 16-02-0292 (Rev. 11-16)Page 1 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement modifies the Business Auto Coverage Form. 1. EXTENDED CANCELLATION CONDITION Paragraph A.2.b. – CANCELLATION - of the COMMON POLICY CONDITIONS form IL 00 17 is deleted and replaced with the following: b. 60 days before the effective date of cancellation if we cancel for any other reason. 2. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations As Insureds The Named Insured shown in the Declarations is amended to include: 1. Any legally incorporated subsidiary in which you own more than 50% of the voting stock on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an “insured” under any other automobile policy or would be an “insured” under such a policy but for its termination or the exhaustion of its Limit of Insurance. 2. Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is an “insured” under any other automobile policy; (b) That has exhausted its Limit of Insurance under any other policy; or (c) 180 days or more after its acquisition or formation by you, unless you have given us written notice of the acquisition or formation. Coverage does not apply to “bodily injury” or “property damage” that results from an “accident” that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. – WHO IS AN INSURED – of SECTION II – LIABILITY COVERAGE is amended to add the following: d. Any “employee” of yours while using a covered “auto” you don’t own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. – WHO IS AN INSURED – of SECTION II – LIABILITY COVERAGE is amended to add the following: e. The lessor of a covered “auto” while the “auto” is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor; and (2) The “auto” is leased without a driver. Such leased “auto” will be considered a covered “auto” you own and not a covered “auto” you hire. However, the lessor is an “insured” only for “bodily injury” or “property damage” resulting from the acts or omissions by: 1. You; 2. Any of your “employees” or agents; or 3. Any person, except the lessor or any “employee” or agent of the lessor, operating an “auto” with the permission of any of 1. and/or 2. above. D. Persons And Organizations As Insureds Under A Written Insured Contract Paragraph A.1 – WHO IS AN INSURED – of SECTION II – LIABILITY COVERAGE is amended to add the following: f. Any person or organization with respect to the operation, maintenance or use of a covered “auto”, provided that you and such person or organization have agreed under an express provision in a written “insured contract”, written agreement or a written permit issued to you by a governmental or public authority to add such person or organization to this policy as an “insured”. However, such person or organization is an “insured” only: 59 Form: 16-02-0292 (Rev. 11-16)Page 2 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" (1) with respect to the operation, maintenance or use of a covered “auto”; and (2)for “bodily injury” or “property damage” caused by an “accident” which takes place after: (a) You executed the “insured contract” or written agreement; or (b) The permit has been issued to you. 3.FELLOW EMPLOYEE COVERAGE EXCLUSION B.5. - FELLOW EMPLOYEE – of SECTION II – LIABILITY COVERAGE does not apply. 4.PHYSICAL DAMAGE – ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. – TRANSPORTATION EXPENSES – of SECTION III – PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day for temporary transportation expense, subject to a maximum limit of $1,000. 5. AUTO LOAN/LEASE GAP COVERAGE Paragraph A. 4. – COVERAGE EXTENSIONS - of SECTION III – PHYSICAL DAMAGE COVERAGE is amended to add the following: c.Unpaid Loan or Lease Amounts In the event of a total “loss” to a covered “auto”, we will pay any unpaid amount due on the loan or lease for a covered “auto” minus: 1. The amount paid under the Physical Damage Coverage Section of the policy; and 2. Any: a. Overdue loan/lease payments at the time of the “loss”; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor: d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. We will pay for any unpaid amount due on the loan or lease if caused by: 1. Other than Collision Coverage only if the Declarations indicate that Comprehensive Coverage is provided for any covered “auto”; 2. Specified Causes of Loss Coverage only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered “auto”; or 3. Collision Coverage only if the Declarations indicate that Collision Coverage is provided for any covered “auto. 6. RENTAL AGENCY EXPENSE Paragraph A. 4. – COVERAGE EXTENSIONS – of SECTION III – PHYSICAL DAMAGE COVERAGE is amended to add the following: d.Rental Expense We will pay the following expenses that you or any of your “employees” are legally obligated to pay because of a written contract or agreement entered into for use of a rental vehicle in the conduct of your business: MAXIMUM WE WILL PAY FOR ANY ONE CONTRACT OR AGREEMENT: 1. $2,500 for loss of income incurred by the rental agency during the period of time that vehicle is out of use because of actual damage to, or “loss” of, that vehicle, including income lost due to absence of that vehicle for use as a replacement; 2. $2,500 for decrease in trade-in value of the rental vehicle because of actual damage to that vehicle arising out of a covered “loss”; and 3. $2,500 for administrative expenses incurred by the rental agency, as stated in the contract or agreement. 4. $7,500 maximum total amount for paragraphs 1., 2. and 3. combined. 7. EXTRA EXPENSE – BROADENED COVERAGE Paragraph A.4. – COVERAGE EXTENSIONS – of SECTION III – PHYSICAL DAMAGE COVERAGE is amended to add the following: e.Recovery Expense We will pay for the expense of returning a stolen covered “auto” to you. 8. AIRBAG COVERAGE Paragraph B.3.a. - EXCLUSIONS – of SECTION III – PHYSICAL DAMAGE COVERAGE does not apply to the accidental or unintended discharge of an airbag. Coverage is excess over any other collectible insurance or warranty specifically designed to provide this coverage. 9. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT - BROADENED COVERAGE Paragraph C.1.b. – LIMIT OF INSURANCE - of SECTION III - PHYSICAL DAMAGE is deleted and replaced with the following: b. $2,000 is the most we will pay for "loss" in any one "accident" to all electronic equipment that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. 10. GLASS REPAIR – WAIVER OF DEDUCTIBLE 60 Form: 16-02-0292 (Rev. 11-16)Page 3 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" Under Paragraph D. - DEDUCTIBLE – of SECTION III – PHYSICAL DAMAGE COVERAGE the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Paragraph D.- DEDUCTIBLE – of SECTION III – PHYSICAL DAMAGE COVERAGE is amended to add the following: If this Coverage Form and any other Coverage Form or policy issued to you by us that is not an automobile policy or Coverage Form applies to the same “accident”, the following applies: 1. If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; or 2. If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Paragraph A.2.a. - DUTIES IN THE EVENT OF AN ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV - BUSINESS AUTO CONDITIONS is deleted and replaced with the following: a. In the event of “accident”, claim, “suit” or “loss”, you must promptly notify us when the “accident” is known to: (1) You or your authorized representative, if you are an individual; (2) A partner, or any authorized representative, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer, insurance manager, or authorized representative, if you are an organization other than a partnership or limited liability company. Knowledge of an “accident”, claim, “suit” or “loss” by other persons does not imply that the persons listed above have such knowledge. Notice to us should include: (1) How, when and where the “accident” or “loss” occurred; (2) The “insured’s” name and address; and (3) To the extent possible, the names and addresses of any injured persons or witnesses. 13. WAIVER OF SUBROGATION Paragraph A.5. - TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US of SECTION IV – BUSINESS AUTO CONDITIONS is deleted and replaced with the following: 5. We will waive the right of recovery we would otherwise have against another person or organization for “loss” to which this insurance applies, provided the “insured” has waived their rights of recovery against such person or organization under a contract or agreement that is entered into before such “loss”. To the extent that the “insured’s” rights to recover damages for all or part of any payment made under this insurance has not been waived, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after “accident” or “loss” to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. 14.UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. – CONCEALMENT, MISREPRESENTATION or FRAUD of SECTION IV – BUSINESS AUTO CONDITIONS - is deleted and replaced with the following: If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not void coverage under this Coverage Form because of such failure. 15. AUTOS RENTED BY EMPLOYEES Paragraph B.5. - OTHER INSURANCE of SECTION IV – BUSINESS AUTO CONDITIONS - is amended to add the following: e. Any “auto” hired or rented by your “employee” on your behalf and at your direction will be considered an “auto” you hire. If an “employee’s” personal insurance also applies on an excess basis to a covered “auto” hired or rented by your “employee” on your behalf and at your direction, this insurance will be primary to the “employee’s” personal insurance. 16.HIRED AUTO – COVERAGE TERRITORY Paragraph B.7.b.(5). - POLICY PERIOD, COVERAGE TERRITORY of SECTION IV – BUSINESS AUTO CONDITIONS is deleted and replaced with the following: (5) A covered “auto” of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 45 days or less; and 17.RESULTANT MENTAL ANGUISH COVERAGE Paragraph C. of - SECTION V – DEFINITIONS is deleted and replaced by the following: “Bodily injury” means bodily injury, sickness or disease sustained by any person, including mental anguish or death as a result of the “bodily injury” sustained by that person. 61 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-937 Agenda Date:9/10/2025 Version:1 Item #:9. Report regarding a resolution approving a purchase and sale agreement and accepting a quitclaim deed for a portion of Old Mission Road (referred to as San Francisco Public Utilities Commission Parcel 21)and authorizing the City Manager to execute a purchase and sale agreement and certificates of acceptance.(Jacob Gilchrist, Director of Capital Projects, and Sky Woodruff, City Attorney) RECOMMENDATION It is recommended that the City Council adopt a resolution approving a purchase and sale agreement and accepting a quitclaim deed for a portion of Old Mission Road (referred to as San Francisco Public Utilities Commission Parcel 21)and authorizing the City Manager to execute the purchase and sale agreement and a certificate of acceptance. BACKGROUND/DISCUSSION The Community Civic Campus project consists of three phases of construction of new public facilities, including a new police station (Phase I);a building that includes a new library,parks and recreation offices and facilities,and a City Council Chamber and community theater (Phase II);and a new fire station (Phase III) (together,the “Project”).Phases I and II of the Project are both located in the vicinity of Civic Campus Way and Chestnut Avenue and are now complete and occupied with Phase III currently in design. In the course of finalizing documents for the construction of Phase II of the Project,the City identified a small piece of property owned by SFPUC. The City contacted SFPUC about the possibility of acquiring the property,and SFPUC has agreed to quitclaim all interest in the Property to the City (“Exhibit A”)pursuant to a negotiated purchase and sale agreement (“Exhibit B”).The purchase and sale agreement establishes that the City will purchase Parcel 21 for one hundred thirty-two thousand dollars ($132,000)and provides standard escrow instructions.Additionally,the purchase and sale agreement describes that the City will accept the property “as is”.The property will primarily be used for minor realignment of Antoinette Lane as part of the Project,with a small portion used for recreational facilities. If the City Council approves accepting the quitclaim and the purchase and sale agreement,the City Manager will be authorized to sign the Certificate of Acceptance and the purchase and sale agreement.The City will then record the quitclaim, which should result in the City being identified as the owner of the property. State law generally requires a finding that acquisitions of property are consistent with the adopted General Plan. The Planning Commission made a determination on July 17,2025 that the conveyance is in conformity with the adopted General Plan in accordance with Government Code section 65402. The City evaluated the environmental impacts of the Civic Campus Project pursuant to the California Environmental Quality Act (“CEQA”),and the City Council,as lead agency for purposes of CEQA,certified and adopted a Subsequent Environmental Impact Report (“SEIR”)at a duly noticed public hearing on December 13,2017.The SEIR serves as the CEQA documentation for the City’s consideration and approval of City of South San Francisco Printed on 9/5/2025Page 1 of 2 powered by Legistar™62 File #:25-937 Agenda Date:9/10/2025 Version:1 Item #:9. the Project, and no additional CEQA review is required. FISCAL IMPACT The City will pay SFPUC one hundred thirty-two hundred thousand dollars ($132,000)pursuant to the PSA in addition to minor costs associated with the preparation and recording of documents for acceptance of the quitclaim.This is included in the current total project budget presented to Council on November 9,2020.No additional funding appropriation is required. RELATIONSHIP TO STRATEGIC PLAN The Community Civic Campus Project,including Phase II,is included in the City’s Strategic Plan.Phase II aligns with Priority #2 which is focused on enhancing quality of life. CONCLUSION Staff recommends that the City Council adopt the attached resolution, which will approve a purchase and sale agreement with SFPUC and acceptance of a quitclaim deed for the property and authorize the City Manager to sign the purchase and sale agreement, Certificates of Acceptance, and record the quitclaim deed. City of South San Francisco Printed on 9/5/2025Page 2 of 2 powered by Legistar™63 RECORDING REQUESTED BY, AND WHEN RECORDED RETURN TO: City of South San Francisco ___________________________ ___________________________ Attn: _____________________ With a conformed copy to: Real Estate Division City and County of San Francisco 25 Van Ness Avenue, Suite 400 San Francisco, California 94102 Attn: Director of Property and San Francisco Public Utilities Commission Real Estate Services 525 Golden Gate Avenue, 10th Floor San Francisco, California 94102 Attn: Real Estate Director MAIL TAX STATEMENTS TO: City of South San Francisco ___________________________ ___________________________ Attn: _____________________ The undersigned hereby declares this instrument to be exempt from Recording Fees (CA Govt. Code § 27383) and Documentary Transfer Tax (CA Rev. & Tax Code § 11922 and S.F. Bus. & Tax Reg. Code § 1105) APN: Portions of Mission Road and Antoinette Lane not assigned an Assessor’s Parcel Number (Space above this line reserved for Recorder’s use only) QUITCLAIM DEED (an approximately 46,097 square foot portion of SFPUC Parcel 21, located in South San Francisco, California) FOR VALUABLE CONSIDERATION, receipt and adequacy of which are hereby acknowledged, the CITY AND COUNTY OF SAN FRANCISCO, a California municipal corporation (“City”), pursuant to Resolution No. ___________, adopted by the Board of Supervisors on ______________, 2025 and approved by the Mayor on ____________, 202__, hereby RELEASES, REMISES AND QUITCLAIMS to the CITY OF SOUTH SAN FRANCISCO, a California municipal corporation, any and all right, title and interest City may have in and to the real property located in the City of South San Francisco, County of San Mateo, State of California, described on the attached Exhibit A and made a part of this quitclaim deed. 64 Executed as of this _____ day of ______________, 202__. CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation By: ________________________________ ANDRICO Q. PENICK Director of Property APPROVED AS TO FORM: DAVID CHIU City Attorney By: ________________________________ Anna Parlato Gunderson Deputy City Attorney DESCRIPTION CHECKED/APPROVED: By: ________________________________ Ed Peterson Chief Surveyor 65 Sale Agreement Parcel 21 (10-23-2024) AGREEMENT FOR SALE OF REAL ESTATE by and between CITY AND COUNTY OF SAN FRANCISCO, by and through its Public Utilities Commission, a California municipal corporation, as Seller, and CITY OF SOUTH SAN FRANCISCO, a California municipal corporation as Buyer, for the sale and purchase of an approximately 46,097 square foot portion of SFPUC Parcel 21, located in South San Francisco, California ___________________, 2025 66 i Sale Agreement Parcel 21 (10-23-2024) TABLE OF CONTENTS Page 1. SALE AND PURCHASE ................................................................................................. 2 1.1 Property Included in Sale ...................................................................................... 2 2. PURCHASE PRICE ......................................................................................................... 2 3. TITLE ............................................................................................................................... 2 3.1 Conditions of Title ................................................................................................ 2 3.2 Buyer’s Responsibility for Title Insurance ........................................................... 3 4. “AS-IS” PURCHASE; RELEASE OF CITY ................................................................... 3 4.1 Buyer’s Independent Investigation ....................................................................... 3 4.2 Property Disclosures ............................................................................................. 3 4.3 Entry and Indemnity ............................................................................................. 4 4.4 “As-Is” Purchase ................................................................................................... 4 4.5 Release of City ...................................................................................................... 5 5. CONDITIONS PRECEDENT .......................................................................................... 5 5.1 Buyer’s Conditions Precedent............................................................................... 5 5.2 Contingency Period ............................................................................................... 6 5.3 City’s Condition Precedent ................................................................................... 6 5.4 Failure of City’s Conditions Precedent ................................................................. 7 6. ESCROW AND CLOSING .............................................................................................. 7 6.1 Escrow................................................................................................................... 7 6.2 Closing Date.......................................................................................................... 7 6.3 Deposit of Documents and Funds ......................................................................... 7 6.4 Prorations .............................................................................................................. 8 6.5 Title Company as Real Estate Reporting Person .................................................. 8 7. RISK OF LOSS................................................................................................................. 8 7.1 Loss ....................................................................................................................... 8 8. EXPENSES ....................................................................................................................... 8 8.1 Expenses ............................................................................................................... 8 8.2 Brokers .................................................................................................................. 8 9. LIQUIDATED DAMAGES ............................................................................................. 9 10. GENERAL PROVISIONS ............................................................................................... 9 10.1 Notices .................................................................................................................. 9 10.2 Successors and Assigns......................................................................................... 10 67 ii Sale Agreement Parcel 21 (10-23-2024) 10.3 Amendments ......................................................................................................... 10 10.4 Authority of Buyer ................................................................................................ 10 10.5 Buyer’s Representations and Warranties .............................................................. 10 10.6 Governing Law ..................................................................................................... 11 10.7 Merger of Prior Agreements ................................................................................. 11 10.8 Parties and Their Agents ....................................................................................... 11 10.9 Interpretation of Agreement .................................................................................. 11 10.10 Attorneys’ Fees ..................................................................................................... 11 10.11 Time of Essence .................................................................................................... 12 10.12 No Merger ............................................................................................................. 12 10.13 Non-Liability of City Officials, Employees and Agents ...................................... 12 10.14 Conflicts of Interest............................................................................................... 12 10.15 Notification of Limitations on Contributions ....................................................... 12 10.16 Sunshine Ordinance .............................................................................................. 13 10.17 Tropical Hardwood and Virgin Redwood Ban ..................................................... 13 10.18 No Recording ........................................................................................................ 13 10.19 Effective Date ....................................................................................................... 13 10.20 Severability ........................................................................................................... 13 10.21 Acceptance by Buyer ............................................................................................ 13 10.22 Counterparts .......................................................................................................... 13 10.23 Cooperative Drafting ............................................................................................ 14 68 i Sale Agreement Parcel 21 (10-23-2024) LIST OF EXHIBITS EXHIBIT A DESCRIPTION OF PROPERTY EXHIBIT B DEPICTION OF PROPERTY EXHIBIT C FORM OF QUITCLAIM DEED 69 Rev 1/2019 1 Sale Agreement Parcel 21 (10-23-2024) AGREEMENT FOR SALE OF REAL ESTATE (an approximately 46,097-square foot portion of SFPUC Parcel 21 located in South San Francisco, California) THIS AGREEMENT FOR SALE OF REAL ESTATE (“Agreement”) dated for reference purposes only as of _____________, 2025, is by and between the CITY AND COUNTY OF SAN FRANCISCO, a California municipal corporation (“City” or “Seller”), by and through its Public Utilities Commission (“SFPUC”), and the CITY OF SOUTH SAN FRANCISCO, a California municipal corporation (“Buyer”). Seller and Buyer are sometimes collectively referred to in this Agreement as the “Parties” or singularly as “Party.” THIS AGREEMENT IS MADE WITH REFERENCE TO THE FOLLOWING FACTS AND CIRCUMSTANCES: A. City, under the SFPUC, owned right of way parcels in the City of South San Francisco, including SFPUC Parcel No. 21 (“Parcel 21”). Parcel 21 never contained any SFPUC utility infrastructure. B. The SFPUC sold certain property interests to the former South San Francisco Redevelopment Agency in 2008 including portions of Parcel 21. Parcel 21 is and has been entirely encumbered by portions of Buyer’s public streets and a public drainage channel. The remainder of Parcel 21 not sold to the former South San Francisco Redevelopment Agency in the 2008 constitutes the property included in this sale (“Property”). The Property is described in Section 1.1 [Property Included in Sale] below. C. The Property is subject to SFPUC License P4522, dated September 9, 2021, issued to Buyer for the construction of improvements to the existing road and culvert, and the installation of new utilities (“License”). The Parties acknowledge that the Property is under the possession and control of Buyer. City will revoke the License at Closing (defined in Section 2(b) [Purchase Price] below). D. Buyer has two major projects ongoing near the Property: (1) a project that contains three vertical development structures on three parcels that will deliver roughly 800 units of housing, of which 158 units are 100% affordable housing, a childcare center, a market hall with a public plaza, public open space in the form of a community park and picnic area, and the completion of the existing Centennial Trail; and (2) a new Library and Parks and Recreation building that will include playground areas for children, a large synthetic turf exercise and playing field, and a special garden area for quiet socializing among wildflowers and native grasses that attract pollinators and butterflies (together, the “Projects”). Buyer seeks to acquire the Property to facilitate the Projects. E. On _____________, 202__, the SFPUC Commission adopted Resolution No. ________ declaring the Property as “surplus land” and “exempt surplus land” under the State Surplus Lands Act (California Government Code Section 54220, et seq.). Because the Parties are public agencies, the State Surplus Lands Act noticing requirements do not apply to the sale of the Property as contemplated in this Agreement. F. City’s Board of Supervisors approved the sale of the Property to Buyer on the terms and conditions set forth below, pursuant to Resolution No. ________. 70 Rev 1/2019 2 Sale Agreement Parcel 21 (10-23-2024) G. Buyer desires to purchase the Property and City is willing to sell the Property, subject to approval by City’s Board of Supervisors and Mayor, on the terms and conditions set forth below. ACCORDINGLY, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. SALE AND PURCHASE 1.1 Property Included in Sale Subject to the terms, covenants, and conditions set forth in this Agreement, City agrees to sell to Buyer, and Buyer agrees to purchase from City, City’s interest in the Property, as more particularly described in the attached Exhibit A, and shown generally on the map attached as Exhibit A-1. 2. PURCHASE PRICE The purchase price for the Property is One Hundred Thirty Two Thousand Dollars ($132,000) (the “Purchase Price”). Buyer will pay the Purchase Price as follows: (a) Within five (5) business days after the date this Agreement is executed by the Parties, Buyer will deposit into escrow with Old Republic Title (“Title Company”), 167 S. San Antonio Road, #5, Los Altos, CA 94022, Attention: Angie Civjan, the sum of Two Thousand Eight Hundred Twenty and no/100 Dollars ($2,820) as an earnest money deposit (“Initial Deposit”). Before the expiration of the Contingency Period as provided in Section 5.2 [Contingency Period] below, Buyer will increase the Initial Deposit to Nine Thousand Four Hundred and no/100 Dollars ($9,400) by depositing into escrow with the Title Company an additional Six Thousand Five Hundred Eighty and no/100 Dollars ($6,580) (“Second Deposit,” together with the Initial Deposit, the “Deposit”) in all cash. The Deposit will be held in an interest-bearing account, and all interest thereon will be deemed a part of the Deposit. At the Closing (defined below), the Deposit will be paid to City and credited against the Purchase Price. (b) Buyer will pay the balance of the Purchase Price, which is One Hundred and Twenty Two Thousand Six Hundred and no/100 Dollars ($122,600) to City at the consummation of the purchase and sale contemplated by this Agreement (the “Closing”). All sums payable under this Agreement including the Deposit, will be paid in immediately available funds of lawful money of the United States of America. 3. TITLE 3.1 Conditions of Title At the Closing, City will quitclaim interest in and to the Property to Buyer by quitclaim deed in the form attached as Exhibit C (the “Deed”). Title to the Property will be subject to (a) liens of local real estate taxes and assessments, (b) all existing exceptions and encumbrances, whether or not disclosed by a current preliminary title report or the public records or any other documents reviewed by Buyer pursuant to Section 5.1 [Buyer’s Conditions Precedent] below, and any other exceptions to title that would be disclosed by an accurate and thorough investigation, survey, or inspection of the Property, and (c) all items of which Buyer has actual or constructive notice or knowledge. All of the foregoing exceptions to title are referred to collectively as the “Conditions of Title.” Without limiting the foregoing, Buyer acknowledges receipt of a litigation guarantee issued by the Title Company under Order No. 2202068007-PL, dated January 18, 2023, covering the Property and approves all of the exceptions contained therein. 71 Rev 1/2019 3 Sale Agreement Parcel 21 (10-23-2024) 3.2 Buyer’s Responsibility for Title Insurance Buyer understands and agrees that the right, title and interest in the Property will not exceed that vested in City, and City is under no obligation to furnish any policy of title insurance in connection with this transaction. Buyer recognizes that any fences or other physical monument of the Property’s boundary lines may not correspond to the legal description of the Property. City will not be responsible for any discrepancies in the parcel area or location of the property lines or any other matters that an accurate survey or inspection might reveal. It is Buyer’s sole responsibility to obtain a survey from an independent surveyor and a policy of title insurance from a title company, if desired. 4. “AS-IS” PURCHASE; RELEASE OF CITY 4.1 Buyer’s Independent Investigation Buyer represents and warrants to City that Buyer has performed a diligent and thorough inspection and investigation of each and every aspect of the Property, either independently or through agents of Buyer’s choosing, including the following matters (collectively, the “Property Conditions”): (a) All matters relating to title including the existence, quality, nature and adequacy of City’s interest in the Property and the existence of physically open and legally sufficient access to the Property. (b) The zoning and other legal status of the Property, including the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances and private or public covenants, conditions and restrictions, and all governmental and other legal requirements such as taxes, assessments, use permit requirements and building and fire codes. (c) The quality, nature, adequacy and physical condition of the Property, including, but not limited to, the structural elements, landscaping, utility systems, facilities and appliance, and all other physical and functional aspects of the Property. (d) The quality, nature, adequacy, and physical, geological and environmental condition of the Property (including soils and any groundwater), and the presence or absence of any Hazardous Materials in, on, under or about the Property or any other real property in the vicinity of the Property. As used in this Agreement, “Hazardous Material” means any material that, because of its quantity, concentration or physical or chemical characteristics, is now or hereafter deemed by any federal, state or local governmental authority to pose a present or potential hazard to human health or safety or to the environment. (e) The suitability of the Property for Buyer’s intended uses. Buyer represents and warrants that its intended use of the Property is to maintain the existing street improvements for public transportation and public drainage improvements and to facilitate the Projects. (f) The economics and development potential, if any, of the Property. (g) All other matters of material significance affecting the Property. 4.2 Property Disclosures (a) California law requires sellers to disclose to buyers the presence or potential presence of certain Hazardous Materials. Accordingly, Buyer is hereby advised that occupation of the Property may lead to exposure to Hazardous Materials such as, but not limited to, gasoline, diesel and other vehicle fluids, vehicle exhaust, office maintenance fluids, tobacco smoke, methane 72 Rev 1/2019 4 Sale Agreement Parcel 21 (10-23-2024) and building materials containing chemicals, such as formaldehyde. By execution of this Agreement, Buyer acknowledges that the notices and warnings set forth above satisfy the requirements of California Health and Safety Code Section 25359.7 and related statutes. (b) According to the United States Geological Survey, roughly one-quarter of the San Francisco Bay region may be exposed to liquefaction. More information about the potential areas of liquefaction may be found at http://geomaps.wr.usgs.gov/sfgeo/liquefaction/susceptibility.htm. By execution of this Agreement, Buyer acknowledges the disclosure set forth above satisfies the requirements of California Public Resources Code Section 2621.9 and Section 2694 and related statutes. 4.3 Entry and Indemnity In connection with any entry by Buyer or its Agents (defined in Section 10.8 [Parties and Their Agents] below) onto the Property, Buyer will give City reasonable advance written notice of such entry and will conduct such entry and any inspections in connection therewith so as to minimize, to the extent possible, interference with uses being made of the Property and otherwise in a manner and on terms and conditions acceptable to City. All entries by Buyer or its Agents onto the Property to perform any testing or other investigations that could affect the physical condition of the Property (including soil borings) or the uses thereof will be made only pursuant to the terms and conditions of a permit to enter in form and substance satisfactory to City. Buyer will maintain, and will require that its Agents maintain, public liability and property damage insurance in amounts and in form and substance adequate to insure against all liability of Buyer and its Agents, arising out of any entry or inspection of the Property in connection with the transaction contemplated by this Agreement, and Buyer will provide City with evidence of such insurance coverage upon request from City. To the fullest extent permitted under law, Buyer will indemnify, defend and hold harmless City, its Agents, and each of them, from and against any liabilities, costs, damages, losses, liens, claims and expenses (including reasonable fees of attorneys, experts and consultants and related costs) arising out of or relating to any entry on, under or about the Property by Buyer, its Agents, contractors and subcontractors in performing the inspections, testing, or inquiries provided for in this Agreement, whether prior to the date of this Agreement or during the term hereof (collectively “Buyer’s Actions”), including any injuries or deaths to any persons (including Buyer’s Agents) and damage to any property, from Buyer’s Actions. The foregoing indemnity will survive beyond the Closing, or, if the sale is not consummated, beyond the termination of this Agreement. 4.4 “As-Is” Purchase BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT CITY IS SELLING AND BUYER IS PURCHASING CITY’S INTEREST IN THE PROPERTY ON AN “AS-IS WITH ALL FAULTS” BASIS. BUYER IS RELYING SOLELY ON ITS INDEPENDENT INVESTIGATION AND NOT ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM CITY OR ITS AGENTS AS TO ANY MATTERS CONCERNING THE PROPERTY, ITS SUITABILITY FOR BUYER’S INTENDED USES OR ANY OF THE PROPERTY CONDITIONS. CITY DOES NOT GUARANTEE THE LEGAL, PHYSICAL, GEOLOGICAL, ENVIRONMENTAL OR OTHER CONDITIONS OF THE PROPERTY, NOR DOES IT ASSUME ANY RESPONSIBILITY FOR THE COMPLIANCE OF THE PROPERTY OR ITS USE WITH ANY STATUTE, ORDINANCE OR REGULATION. IT IS BUYER’S SOLE RESPONSIBILITY TO DETERMINE ALL BUILDING, PLANNING, ZONING, AND OTHER REGULATIONS RELATING TO THE PROPERTY AND THE USES TO WHICH IT MAY BE PUT. 73 Rev 1/2019 5 Sale Agreement Parcel 21 (10-23-2024) 4.5 Release of City As part of its agreement to purchase the Property in its “As-Is With All Faults” condition, Buyer, on behalf of itself and its successors and assigns, waives any right to recover from, and forever releases and discharges, City, its officers, employees, agents, contractors, and representatives, and their respective heirs, successors, legal representatives, and assigns, from any and all demands, claims, legal, or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs, or expenses whatsoever (including attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (a) Buyer’s and its Agents and customer’s past, present and future use of the Property, (b) the physical, geological, or environmental condition of the Property, including any Hazardous Material in, on, under, above or about the Property, and (c) any federal, state, local, or administrative law, rule, regulation, order or requirement applicable thereto, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”, also commonly known as the “Superfund” law), as amended by Superfund Amendments and Reauthorization Act of 1986 (“SARA”) (42 U.S.C. Sections 9601-9657), the Resource Conservation and Recovery Act of 1976, as amended by the Solid Waste and Disposal Act of 1984 (collectively, “RCRA”) (42 U.S.C. Sections 6901-6987), the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977 (collectively the “Clean Water Act”) (33 U.S.C. Section 1251 et seq.), the Toxic Substances Control Act (“TSCA”) (15 U.S.C. Sections 2601-2629), Hazardous Materials Transportation Act (49 U.S.C. Section 1801 et seq.), the Carpenter-Presley-Tanner Hazardous Substance Account Law (commonly known as the “California Superfund” law) (California Health and Safety Code Sections 25300-25395), Hazardous Waste Control Act (California Health and Safety Code Section 25100 et seq.), Hazardous Materials Release Response Plans and Inventory Law (commonly known as the “Business Plan Law”) (California Health and Safety Code Section 25500 et seq.), Porter-Cologne Water Quality Control Act (California Water Code Section 13000 et seq.), and the Safe Drinking Water and Toxic Enforcement Act of 1986 (commonly known as “Proposition 65”) (California Health and Safety Code Section 25249.5 et seq.). In connection with the foregoing release, Buyer expressly waives the benefits of Section 1542 of the California Civil Code, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. BY PLACING ITS INITIALS BELOW, BUYER SPECIFICALLY ACKNOWLEDGES AND CONFIRMS THE VALIDITY OF THE RELEASES MADE ABOVE AND THE FACT THAT BUYER WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THE ABOVE RELEASES. INITIALS: BUYER: ________________ 5. CONDITIONS PRECEDENT 5.1 Buyer’s Conditions Precedent Buyer’s obligation to purchase the Property is conditioned upon all of the following (“Buyer’s Conditions Precedent”) : 74 Rev 1/2019 6 Sale Agreement Parcel 21 (10-23-2024) (a) Buyer’s review and approval of an updated preliminary title report, which Buyer is responsible for ordering, together with copies of the underlying documents.. (b) Buyer’s review and approval of all zoning, land use, building, environmental and other statutes, rules, or regulations applicable to the Property. (c) Buyer’s review and approval of soils reports and other documents of significance to the Property in City’s possession. City will make available to Buyer at City’s Real Estate Division’s offices, without representation or warranty of any kind whatsoever, all non- privileged items in its files relating to the Property for Buyer’s review and inspection, at Buyer’s sole cost, during normal business hours. Notwithstanding the foregoing, Buyer’s review will not include a review of any of City’s internal memoranda or reports, any privileged or confidential information, or City’s appraisals of the Property, if any, except those already shared with Buyer. (d) City will have performed all material obligations to be performed by it pursuant to this Agreement. 5.2 Contingency Period Buyer will have until 5:00 p.m. San Francisco Time on the date that is ten (10) business days after the Effective Date to review and approve or waive Buyer’s Conditions Precedent (such period being referred to in this Agreement as the “Contingency Period”). If Buyer elects to proceed with the purchase of the Property, then Buyer shall, before the expiration of the Contingency Period, notify City in writing that Buyer has approved all such matters. If before the end of the Contingency Period Buyer fails to give City such written notice and fails to object to any of Buyer’s Conditions, then Buyer will be deemed to have waived Buyer’s Conditions. Notwithstanding the foregoing, if Buyer objects to any of the matters contained within Section 5.1 within the Contingency Period, then City may, but will have no obligation to remove or remedy any objectionable matter. If City agrees to remove or remedy the objectionable matter, it will notify Buyer within ten (10) days following Buyer’s notice of objection, and the Closing Date will be delayed for so long as City diligently pursues such removal or remedy. If and when City elects not to remove or remedy the objectionable matter, which City may do at any time including following an initial election to pursue remedial or corrective actions, this Agreement will automatically terminate, the Deposit will be returned to Buyer, and neither party will have any further rights or obligations under this Agreement except as provided in Section 4.3 [Entry and Indemnity], Section 8.2 [Brokers], or Section 10.4 [Authority of Buyer] or as otherwise expressly provided in this Agreement. 5.3 City’s Condition Precedent The following are conditions precedent to City’s obligation to sell the Property to Buyer (“City’s Conditions Precedent”): (a) Bu yer will have performed all of its obligations pursuant to or in connection with this Agreement and all of Buyer’s representations and warranties will be true and correct. (b) A resolution approving and authorizing the transactions contemplated by this Agreement and finding that the public interest or necessity demands, or will not be inconvenienced by the sale of the Property, will have been adopted by City’s Board of Supervisors and Mayor, in their respective sole and absolute discretion. (c) Title Company will have agreed to be the real estate reporting person for the Closing in compliance with the Reporting Requirements (defined in Section 6.5 [Title Company as Real Estate Reporting Person] below). 75 Rev 1/2019 7 Sale Agreement Parcel 21 (10-23-2024) 5.4 Failure of City’s Conditions Precedent Each of City’s Conditions Precedent are intended solely for the benefit of City. If any of City’s Conditions Precedent are not satisfied as provided above, City may, at its option, terminate this Agreement and shall return the Deposit to Buyer within a reasonable time period not to exceed thirty (30) calendar days. Upon any such termination, neither Party will have any further rights or obligations under this Agreement except as provided in Section 4.3 [Entry and Indemnity], Section 8.2 [Brokers], or Section 10.4 [Authority of Buyer] or as otherwise expressly provided in this Agreement. 6. ESCROW AND CLOSING 6.1 Escrow On the date within five (5) days after the Parties execute this Agreement, Buyer and City will deposit an executed counterpart of this Agreement with the Title Company, and this instrument will serve as the instructions to the Title Company as the escrow holder for consummation of the purchase and sale contemplated by this Agreement. City and Buyer agree to execute such supplementary escrow instructions as may be appropriate to enable the Title Company to comply with the terms of this Agreement; provided, however, in the event of any conflict between the provisions of this Agreement and any supplementary escrow instructions, the terms of this Agreement will control. 6.2 Closing Date The Closing will be held, and delivery of all items to be made at the Closing under the terms of this Agreement will be made, at the offices of the Title Company on (a) the date that is thirty (30) days after the expiration of the Contingency Period and enactment of the Board of Supervisors’ resolution referred to in Section 5.3(b) above, or if such date is not a business day, then upon the next ensuing business day, before 1:00 p.m. San Francisco time or (b) such other date and time as the Parties may mutually agree upon in writing (the “Closing Date”). Such date and time may not be extended without the prior written approval of the Parties. 6.3 Deposit of Documents and Funds (a) At or before the Closing, City will deposit into escrow the following items: (i) a duly executed and acknowledged Deed conveying the Property to Buyer subject to the Conditions of Title; and (ii) a copy of a letter confirming revocation of the License to Buyer effective on the Closing Date. (b) At or before the Closing, Buyer will deposit into escrow the funds necessary to close this transaction. (c) City and Buyer will each deposit such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the purchase of the Property in accordance with the terms hereof. (d) City will deliver to Buyer originals (or to the extent originals are not available, copies) of any items that City is required to furnish Buyer copies of or make available at the Property pursuant to Section 5.1 [Buyer’s Conditions Precedent] above, within five (5) business days after the Closing Date. 76 Rev 1/2019 8 Sale Agreement Parcel 21 (10-23-2024) 6.4 Prorations On or after the Closing Date, any real property taxes and assessments, water, sewer, and utility charges, amounts payable under any annual permits and/or inspection fees (calculated on the basis of the period covered), and any other expenses normal to the operation and maintenance of the Property, will all be prorated as of 12:01 a.m. on the date the Deed is recorded, on the basis of a three hundred sixty-five (365)-day year. The Parties by this Agreement agree that if any of the above described prorations cannot be calculated accurately on the Closing Date, then the same will be calculated as soon as reasonably practicable after the Closing Date and either Party owing the other Party a sum of money based on such subsequent proration(s) will promptly pay said sum to the other Party. 6.5 Title Company as Real Estate Reporting Person Section 6045(e) of the United States Internal Revenue Code of 1986 and the regulations promulgated thereunder (collectively, the “Reporting Requirements”) require that certain information be made to the United States Internal Revenue Service, and a statement to be furnished to City, in connection with the Closing. Buyer and City agree that if the Closing occurs, Title Company will be the party responsible for closing the transaction contemplated in this Agreement and is by this Agreement designated as the real estate reporting person (as defined in the Reporting Requirements) for such transaction. Title Company will perform all duties required of the real estate reporting person for the Closing under the Reporting Requirements, and Buyer and City will each timely furnish Title Company with any information reasonably requested by Title Company and necessary for the performance of its duties under the Reporting Requirements with respect to the Closing. 7. RISK OF LOSS 7.1 Loss All improvements on the Property are owned by Buyer, and any damage to or destruction of those improvements prior to Closing will have no impact on the sale of the Property or the terms under this Agreement. The Parties agree that Buyer is purchasing the Property in as -is condition as further described in Section 4.4 [“As-Is” Purchase] above. Notwithstanding anything to the contrary above, Buyer acknowledges that City self-insures and will not be obligated to purchase any third-party commercial liability insurance or property insurance. 8. EXPENSES 8.1 Expenses Buyer will pay any transfer taxes applicable to the sale, personal property taxes, escrow fees and recording charges, and any other costs and charges of the escrow for the sale. 8.2 Brokers The Parties represent and warrant to each other that no broker or finder was instrumental in arranging or bringing about this transaction and that there are no claims or rights for brokerage commissions or finder’s fees in connection with the transactions contemplated by this Agreement. If any person brings a claim for a commission or finder ’s fee based on any contact, dealings, or communication with Buyer or City, then the Party through whom such person makes a claim will defend the other Party from such claim, and will indemnify the indemnified Party from, and hold the indemnified Party against, any and all costs, damages, claims, liabilities, or expenses (including 77 Rev 1/2019 9 Sale Agreement Parcel 21 (10-23-2024) reasonable attorneys’ fees and disbursements) that the indemnified Party incurs in defending against the claim. The provisions of this Section will survive the Closing, or, if the purchase and sale is not consummated for any reason, any termination of this Agreement. 9. LIQUIDATED DAMAGES IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED DUE TO THE FAILURE OF ANY CONDITION PRECEDENT OR CITY’S DEFAULT UNDER THIS AGREEMENT AND BUYER IS NOT THEN IN DEFAULT, THEN THE TITLE COMPANY WILL RETURN THE DEPOSIT TOGETHER WITH ACCRUED INTEREST THEREON TO BUYER. IF THE SALE IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER UNDER THIS AGREEMENT AND CITY IS NOT THEN IN DEFAULT, THEN THE TITLE COMPANY WILL DELIVER THE DEPOSIT TOGETHER WITH ACCRUED INTEREST THEREON TO CITY, AND CITY WILL BE ENTITLED TO RETAIN SUCH SUM AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT CITY’S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE AS SPECIFIED IN THE PRECEDING SENTENCE, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT TOGETHER WITH ACCRUED INTEREST THEREON IS A REASONABLE ESTIMATE OF THE DAMAGES THAT CITY WOULD INCUR IN SUCH AN EVENT. BY PLACING THEIR RESPECTIVE INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. INITIALS: CITY: _________ BUYER: __________ 10. GENERAL PROVISIONS 10.1 Notices Any notice, consent, or approval required or permitted to be given under this Agreement will be in writing and will be given by (a) hand delivery, against receipt, (b) reliable next-business- day courier service that provides confirmation of delivery, or (c) United States registered or certified mail, postage prepaid, return receipt required, and addressed as follows (or to such other address as either party may from time to time specify in writing to the other upon five (5) days’ prior, written notice in the manner provider above): CITY: San Francisco Public Utilities Commission 525 Golden Gate Avenue, 10th Floor San Francisco, California 94102 Attn: Real Estate Director Re: Sale of SFPUC Parcel No. 21 with a copy to: BUYER: City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attn: City Manager, Sharon Ranals Telephone No.: (650) 829-6620 with a copy to: 78 Rev 1/2019 10 Sale Agreement Parcel 21 (10-23-2024) Office of the City Attorney City Hall, Room 234 1 Dr. Carlton B. Goodlett Place San Francisco, California 94102 Attn: Real Estate Transactions Team Re: Sale of SFPUC Parcel No. 21 City of South San Francisco, City Attorney Sky Woodruff, Partner Redwood Public Law 409 13th Street, 6th Floor Oakland, CA 94612 A properly addressed notice transmitted by one of the foregoing methods will be deemed received upon the confirmed date of delivery, attempted delivery, or rejected delivery, whichever occurs first. Any e-mail addresses, telephone numbers, or facsimile numbers provided by one party to the other will be for convenience of communication only; neither Party may give official or binding notice orally or by e-mail or facsimile. The effective time of a notice will not be affected by the receipt, prior to receipt of the original, of an oral notice or an e-mail or facsimile copy of the notice. 10.2 Successors and Assigns This Agreement will be binding upon, and inure to the benefit of, the Parties to this Agreement and their respective successors, heirs, legal representatives, administrators and assigns. Buyer’s rights and obligations under this Agreement will not be assignable without the prior written consent of City; provided, however, even if City approves any such proposed assignment, in no event will Buyer be released of any of its obligations under this Agreement. 10.3 Amendments This Agreement may be amended or modified only by a written instrument signed by the Parties. 10.4 Authority of Buyer Buyer represents and warrants to City that Buyer is a California municipal corporation duly organized, validly existing, and in good standing under the laws of the State of California. Buyer further represents and warrants to City that this Agreement and all documents executed by Buyer, which are to be delivered to City at Closing: (a) are or at the time of Closing will be duly authorized, executed and delivered by Buyer; (b) are or at the time of Closing will be legal, valid, and binding obligations of Buyer; and (c) do not and at the time of Closing will not violate any provision of any agreement or judicial order to which Buyer is a party or to which Buyer is subject. Notwithstanding anything to the contrary in this Agreement, the foregoing representations and warranties and any and all other representations and warranties of Buyer contained in this Agreement or in other agreements or documents executed by Buyer in connection herewith, will survive the Closing Date. 10.5 Buyer’s Representations and Warranties Buyer makes the following representations as of the date of this Agreement and at all times throughout this Agreement: (a) Buyer is a California municipal corporation duly organized and validly existing and in good standing under the laws of the jurisdiction in which it was formed. Buyer has duly authorized by all necessary action the execution, delivery, and performance of this Agreement. Buyer has duly executed and delivered this Agreement and this Agreement constitutes a legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with the terms hereof. (b) Buyer represents and warrants to City that it has not been suspended, disciplined, or disbarred by, or prohibited from contracting with, any federal, state, or local 79 Rev 1/2019 11 Sale Agreement Parcel 21 (10-23-2024) governmental agency. In the event Buyer has been so suspended, disbarred, disciplined, or prohibited from contracting with any governmental agency, Buyer will immediately notify City of same and the reasons therefore together with any relevant facts or information requested by City. Any such suspension, debarment, discipline, or prohibition may result in the termination or suspension of this Agreement. (c) No document or instrument furnished or to be furnished by the Buyer to City in connection with this Agreement contains or will contain any untrue statement of material fact or omits or will omit a material fact necessary to make the statements contained therein not misleading, under the circumstances under which any such statement will have been made. 10.6 Governing Law This Agreement will be governed by, subject to, and construed in accordance with the laws of the State of California and City’s Charter and Administrative Code. 10.7 Merger of Prior Agreements This Agreement, together with the exhibits to this Agreement, contain any and all representations, warranties, and covenants made by Buyer and City and constitutes the entire understanding between the Parties to this Agreement with respect to the subject matter hereof. Any prior correspondence, memoranda, or agreements are replaced in total by this Agreement together with the exhibits to this Agreement. 10.8 Parties and Their Agents The term “Buyer” as used in this Agreement will include the plural as well as the singular. If Buyer consists of more than one (1) individual or entity, then the obligations under this Agreement imposed on Buyer will be joint and several. As used in this Agreement, the term “Agents” when used with respect to either party will include the agents, employees, officers, contractors, and representatives of such party. 10.9 Interpretation of Agreement The article, section, and other headings of this Agreement and the table of contents are for convenience of reference only and will not affect the meaning or interpretation of any provision contained in this Agreement. Whenever the context so requires, the use of the singular will be deemed to include the plural and vice versa, and each gender reference will be deemed to include the other and the neuter. This Agreement has been negotiated at arm’s length and between persons sophisticated and knowledgeable in the matters dealt with in this Agreement. In addition, each Party has been represented by experienced and knowledgeable legal counsel. Accordingly, any rule of law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Agreement against the party that has drafted it is not applicable and is waived. The provisions of this Agreement will be interpreted in a reasonable manner to effect the purposes of the Parties and this Agreement. Use of the word “including” or similar words will not be construed to limit any general term, statement, or other matter in this Agreement, whether or not language of non-limitation, such as “without limitation” or similar words, are used. 10.10 Attorneys’ Fees If either Party to this Agreement fails to perform any of its respective obligations under this Agreement or if any dispute arises between the Parties to this Agreement concerning the meaning or interpretation of any provision of this Agreement, then the defaulting Party or the Party not prevailing in such dispute, as the case may be, will pay any and all costs and expenses incurred 80 Rev 1/2019 12 Sale Agreement Parcel 21 (10-23-2024) by the other Party on account of such default or in enforcing or establishing its rights under this Agreement, including court costs and reasonable attorneys’ fees and disbursements. For purposes of this Agreement, the reasonable fees of attorneys of the Parties will be based on the fees regularly charged by private attorneys with the equivalent number of years of experience in the subject matter area of the law for which the attorney’s services were rendered who practice in the City of San Francisco in law firms with approximately the same number of attorneys as employed by the City Attorney’s Office. 10.11 Time of Essence Time is of the essence with respect to the performance of the Parties’ respective obligations contained in this Agreement. 10.12 No Merger The obligations contained in this Agreement will not merge with the transfer of title to the Property but will remain in effect until fulfilled. 10.13 Non-Liability of City Officials, Employees and Agents Notwithstanding anything to the contrary in this Agreement, no elective or appointive board, commission, member, officer, employee, or agent of City or Buyer will be personally liable to the other Party, its successors and assigns, in the event of any default or breach by either Party or for any amount that may become due to either Party, its successors and assigns, or for any obligation of the Parties under this Agreement. 10.14 Conflicts of Interest Through its execution of this Agreement, the Parties acknowledges that they are familiar with the provisions of Article III, Chapter 2 of City’s Campaign and Governmental Conduct Code, and Section 87100 et seq. and Section 1090 et seq. of the Government Code of the State of California, and certify that they do not know of any facts that constitute a violation of said provisions and agree that if they become aware of any such fact during the term of this Agreement, such Party shall notify the other Party. 10.15 Notification of Limitations on Contributions Through its execution of this Agreement, Buyer acknowledges that it is familiar with Section 1.126 of the San Francisco Campaign and Governmental Conduct Code, which prohibits any person who contracts with City for the selling or leasing of any land or building to or from City whenever such transaction would require the approval by a City elective officer, the board on which that City elective officer serves, or a board on which an appointee of that individual serves, from making any campaign contribution to (a) City elective officer, (b) a candidate for the office held by such individual, or (c) a committee controlled by such individual or candidate, at any time from the commencement of negotiations for the contract until the later of either the termination of negotiations for such contract or twelve months after the date the contract is approved. Buyer acknowledges that the foregoing restriction applies only if the contract or a combination or series of contracts approved by the same individual or board in a fiscal year have a total anticipated or actual value of $100,000 or more. Buyer further acknowledges that the prohibition on contributions applies to each Buyer; each member of Buyer’s board of directors, and Buyer’s chief executive officer, chief financial officer and chief operating officer; any person with an ownership interest of more than twenty percent (20%) in Buyer; any subcontractor listed in the contract; and any committee that is sponsored or controlled by Buyer. Additionally, Buyer acknowledges that Buyer must inform each of the persons described in the preceding sentence of the prohibitions 81 Rev 1/2019 13 Sale Agreement Parcel 21 (10-23-2024) contained in Section 1.126. Buyer further agrees to provide to City the names of each person, entity or committee described above. 10.16 Sunshine Ordinance The Parties understand and agree that under City’s Sunshine Ordinance (San Francisco Administrative Code, Chapter 67) and the State Public Records Law (Gov. Code Section 6250 et seq.), this Agreement and any and all records, information, and materials submitted to City or Buyer under this Agreement are public records subject to public disclosure. The Parties by this Agreement acknowledge that they may disclose any records, information and materials submitted to each other in connection with this Agreement. 10.17 Tropical Hardwood and Virgin Redwood Ban The City and County of San Francisco urges companies not to import, purchase, obtain or use for any purpose, any tropical hardwood, tropical hardwood wood product, virgin redwood, or virgin redwood wood product except as expressly permitted by the application of Sections 802(b) and 803(b) of the San Francisco Environment Code. 10.18 No Recording Neither this Agreement nor any memorandum or short form thereof may be recorded by Buyer. 10.19 Effective Date As used in this Agreement, the term “Effective Date” will mean the date on which both Parties will have executed this Agreement provided the Agreement and the transactions contemplated by the Agreement will have been authorized (a) in a manner required by law governing Buyer, (b) by a duly adopted resolution of City’s Public Utilities Commission, and (c) if required by City’s Charter, a duly adopted resolution of City’s Board of Supervisors and Mayor. 10.20 Severability If any provision of this Agreement or the application thereof to any person, entity, or circumstance will be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons, entities or circumstances other than those as to which it is invalid or unenforceable, will not be affected thereby, and each other provision of this Agreement will be valid and be enforceable to the fullest extent permitted by law, except to the extent that enforcement of this Agreement without the invalidated provision would be unreasonable or inequitable under all the circumstances or would frustrate a fundamental purpose of this Agreement. 10.21 Acceptance by Buyer This Agreement will be null and void unless it is accepted by Buyer and two (2) fully executed copies of this Agreement are returned to City on or before 5:00 p.m. San Francisco time on ________________, 202__. 10.22 Counterparts This Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument. 82 Rev 1/2019 14 Sale Agreement Parcel 21 (10-23-2024) 10.23 Cooperative Drafting This Agreement has been drafted through a cooperative effort of both Parties, and both Parties have had an opportunity to have the Agreement reviewed and revised by legal counsel. No party will be considered the drafter of this Agreement, and no presumption or rule that an ambiguity will be construed against the party drafting the clause will apply to the interpretation or enforcement of this Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT NO OFFICER OR EMPLOYEE OF CITY HAS AUTHORITY TO COMMIT CITY TO THIS AGREEMENT UNLESS AND UNTIL A RESOLUTION OF CITY’S BOARD OF SUPERVISORS WILL HAVE BEEN DULY ENACTED APPROVING THIS AGREEMENT AND AUTHORIZING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. THEREFORE, ANY OBLIGATIONS OR LIABILITIES OF CITY UNDER THIS AGREEMENT ARE CONTINGENT UPON THE DUE ENACTMENT OF SUCH A RESOLUTION, AND THIS AGREEMENT WILL BE NULL AND VOID IF CITY’S BOARD OF SUPERVISORS AND MAYOR DO NOT APPROVE THIS AGREEMENT IN THEIR RESPECTIVE SOLE DISCRETION. APPROVAL OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT BY ANY DEPARTMENT, COMMISSION OR AGENCY OF CITY WILL NOT BE DEEMED TO IMPLY THAT SUCH RESOLUTION WILL BE ENACTED NOR WILL ANY SUCH APPROVAL CREATE ANY BINDING OBLIGATIONS ON CITY. [SIGNATURES ON FOLLOWING PAGE] 83 Rev 1/2019 15 Sale Agreement Parcel 21 (10-23-2024) The Parties have duly executed this Agreement as of the respective dates written below. CITY: CITY AND COUNTY OF SAN FRANCISCO, a California municipal corporation By: _______________________________ ANDRICO Q. PENICK Director of Property APPROVED AS TO FORM: DAVID CHIU, City Attorney By: _______________________________ Anna Parlato Gunderson Deputy City Attorney BUYER: CITY OF SOUTH SAN FRANCISCO a California municipal corporation By: _______________________________ SHARON RANALS Its: City Manager APPROVED AS TO FORM: CITY OF SOUTH SAN FRANCISCO, City Attorney By: _______________________________ Sky Woodruff City Attorney 84 A-1 Sale Agreement Parcel 21 (10-23-2024) EXHIBIT A DESCRIPTION OF PROPERTY 85 B-1 Sale Agreement Parcel 21 (10-23-2024) EXHIBIT B DEPICTION OF PROPERTY 86 Sale Agreement Parcel 21 (10-23-2024) Sale Agreement Parcel 21 (2-13-24) C-2 EXHIBIT C FORM OF QUITCLAIM DEED RECORDING REQUESTED BY, AND WHEN RECORDED RETURN TO: City of South San Francisco ___________________________ ___________________________ Attn: _____________________ With a conformed copy to: San Francisco Public Utilities Commission Real Estate Services 525 Golden Gate Avenue, 10th Floor San Francisco, California 94102 Attn: Real Estate Director and Real Estate Division City and County of San Francisco 25 Van Ness Avenue, Suite 400 San Francisco, California 94102 Attn: Director of Property MAIL TAX STATEMENTS TO: City of South San Francisco ___________________________ ___________________________ Attn: _____________________ The undersigned hereby declares this instrument to be exempt from Recording Fees (CA Govt. Code § 27383) and Documentary Transfer Tax (CA Rev. & Tax Code § 11922 and S.F. Bus. & Tax Reg. Code § 1105) APN: Portions of Mission Road and Antoinette lane not assigned an Assessor’s Parcel Number (Space above this line reserved for Recorder’s use only) QUITCLAIM DEED (an approximately 46,097 square foot portion of SFPUC Parcel 21, located in South San Francisco, California) FOR VALUABLE CONSIDERATION, receipt and adequacy of which are hereby acknowledged, the CITY AND COUNTY OF SAN FRANCISCO, a California municipal corporation (“City”), pursuant to Resolution No. ___________, adopted by the Board of Supervisors on ______________, 202__ and approved by the Mayor on ____________, 202__, hereby RELEASES, REMISES AND QUITCLAIMS to the CITY OF SOUTH SAN FRANCISCO, a California municipal corporation, any and all right, title and interest City may have in and to the real property loc ated in the City of South San Francisco, County of San Mateo, State of California, described on the attached Exhibit A and made a part of this quitclaim deed. 87 Sale Agreement Parcel 21 (10-23-2024) Sale Agreement Parcel 21 (2-13-24) C-3 Executed as of this _____ day of ______________, 202__. CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation By: ________________________________ ANDRICO Q. PENICK Director of Property APPROVED AS TO FORM: DAVID CHIU City Attorney By: ________________________________ Anna Parlato Gunderson Deputy City Attorney DESCRIPTION CHECKED/APPROVED: By: ________________________________ Ed Peterson Chief Surveyor 88 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) ) ss County of ______________ ) On ________________, before me, ____________________________, a notary public in and for said State, personally appeared _____________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ________________________ (Seal) 5370088.2 89 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-936 Agenda Date:9/10/2025 Version:1 Item #:9a. Resolution approving a purchase and sale agreement and accepting a quitclaim deed for a portion of Old Mission Road (identified as San Francisco Public Utilities Commission Parcel 21),for the Community Civic Campus Project and authorizing the City Manager to execute a certificate of acceptance. WHEREAS,in the course of finalizing documents for the construction of Phase II of the Project,the City identified several small pieces of property along Antoinette Lane owned by SFPUC.A description of the property is included in Exhibit A (the “Parcel 21”); and WHEREAS,a title report commissioned by the City identified the owner as City and County of San Francisco, Public Utility Commission identified in Exhibit A and collectively referred to in this resolution as City and County of San Francisco,Public Utility Commission (“SFPUC”).SFPUC has agreed to quitclaim all interest in the Parcel 21 to the City for the purpose of constructing Phase II of the Project.Parcel 21 will primarily be used for minor realignment of Antoinette Lane as part of the Project,with a small portion used for recreational facilities; and WHEREAS,the City and County of San Francisco,acting through the SFPUC,owns right of way and other parcels in the City of South San Francisco,including SFPUC Parcel No.21 (“Parcel 21”),which was part of Old Mission Road. Parcel 21 never contained any SFPUC utility infrastructure; and WHEREAS,Parcel 21 is subject to SFPUC License P4522,dated September 9,2021,issued to the City for the construction of improvements to the existing road and culvert, and the installation of new utilities; and WHEREAS,the City evaluated the environmental impacts of the Project pursuant to the California Environmental Quality Act (“CEQA”),and the City Council,as lead agency for purposes of CEQA,certified and adopted a Subsequent Environmental Impact Report (“SEIR”)at a duly noticed public hearing on December 13,2017.The SEIR serves as the CEQA documentation for the City’s consideration and approval of the Project, and no additional CEQA review is required. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco as follows: 1.The City Council finds and determines that the above recitals are true and correct and incorporated herein by reference. 2.The City Council finds and determines that a finding that acceptance of SFPUC quitclaim of Parcel 21 conforms with the City’s adopted General Plan. 3.The City Council hereby approves the purchase and sale agreement (“Exhibit B”),accepts the quitclaim deed (“Exhibit A”) from SFPUC for Parcel 21, and authorizes it to be recorded. 4.The City Manager and her designees are authorized and directed to execute all documents and take all actions necessary to implement this Resolution,including without limitation the execution of the Certificate of Acceptance included in Exhibit A and execution of the Purchase Sale Agreement included City of South San Francisco Printed on 9/11/2025Page 1 of 2 powered by Legistar™90 File #:25-936 Agenda Date:9/10/2025 Version:1 Item #:9a. Certificate of Acceptance included in Exhibit A and execution of the Purchase Sale Agreement included in Exhibit B,and all other necessary instruments,as applicable,subject to approval as to form by the City Attorney. ***** City of South San Francisco Printed on 9/11/2025Page 2 of 2 powered by Legistar™91 RECORDING REQUESTED BY, AND WHEN RECORDED RETURN TO: City of South San Francisco ___________________________ ___________________________ Attn: _____________________ With a conformed copy to: Real Estate Division City and County of San Francisco 25 Van Ness Avenue, Suite 400 San Francisco, California 94102 Attn: Director of Property and San Francisco Public Utilities Commission Real Estate Services 525 Golden Gate Avenue, 10th Floor San Francisco, California 94102 Attn: Real Estate Director MAIL TAX STATEMENTS TO: City of South San Francisco ___________________________ ___________________________ Attn: _____________________ The undersigned hereby declares this instrument to be exempt from Recording Fees (CA Govt. Code § 27383) and Documentary Transfer Tax (CA Rev. & Tax Code § 11922 and S.F. Bus. & Tax Reg. Code § 1105) APN: Portions of Mission Road and Antoinette Lane not assigned an Assessor’s Parcel Number (Space above this line reserved for Recorder’s use only) QUITCLAIM DEED (an approximately 46,097 square foot portion of SFPUC Parcel 21, located in South San Francisco, California) FOR VALUABLE CONSIDERATION, receipt and adequacy of which are hereby acknowledged, the CITY AND COUNTY OF SAN FRANCISCO, a California municipal corporation (“City”), pursuant to Resolution No. ___________, adopted by the Board of Supervisors on ______________, 2025 and approved by the Mayor on ____________, 202__, hereby RELEASES, REMISES AND QUITCLAIMS to the CITY OF SOUTH SAN FRANCISCO, a California municipal corporation, any and all right, title and interest City may have in and to the real property located in the City of South San Francisco, County of San Mateo, State of California, described on the attached Exhibit A and made a part of this quitclaim deed. 92 Executed as of this _____ day of ______________, 202__. CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation By: ________________________________ ANDRICO Q. PENICK Director of Property APPROVED AS TO FORM: DAVID CHIU City Attorney By: ________________________________ Anna Parlato Gunderson Deputy City Attorney DESCRIPTION CHECKED/APPROVED: By: ________________________________ Ed Peterson Chief Surveyor 93 Sale Agreement Parcel 21 (10-23-2024) AGREEMENT FOR SALE OF REAL ESTATE by and between CITY AND COUNTY OF SAN FRANCISCO, by and through its Public Utilities Commission, a California municipal corporation, as Seller, and CITY OF SOUTH SAN FRANCISCO, a California municipal corporation as Buyer, for the sale and purchase of an approximately 46,097 square foot portion of SFPUC Parcel 21, located in South San Francisco, California ___________________, 2025 94 i Sale Agreement Parcel 21 (10-23-2024) TABLE OF CONTENTS Page 1. SALE AND PURCHASE ................................................................................................. 2 1.1 Property Included in Sale ...................................................................................... 2 2. PURCHASE PRICE ......................................................................................................... 2 3. TITLE ............................................................................................................................... 2 3.1 Conditions of Title ................................................................................................ 2 3.2 Buyer’s Responsibility for Title Insurance ........................................................... 3 4. “AS-IS” PURCHASE; RELEASE OF CITY ................................................................... 3 4.1 Buyer’s Independent Investigation ....................................................................... 3 4.2 Property Disclosures ............................................................................................. 4 4.3 Entry and Indemnity ............................................................................................. 4 4.4 “As-Is” Purchase ................................................................................................... 4 4.5 Release of City ...................................................................................................... 5 5. CONDITIONS PRECEDENT .......................................................................................... 6 5.1 Buyer’s Conditions Precedent............................................................................... 6 5.2 Contingency Period ............................................................................................... 6 5.3 City’s Condition Precedent ................................................................................... 6 5.4 Failure of City’s Conditions Precedent ................................................................. 7 6. ESCROW AND CLOSING .............................................................................................. 7 6.1 Escrow................................................................................................................... 7 6.2 Closing Date.......................................................................................................... 7 6.3 Deposit of Documents and Funds ......................................................................... 7 6.4 Prorations .............................................................................................................. 8 6.5 Title Company as Real Estate Reporting Person .................................................. 8 7. RISK OF LOSS................................................................................................................. 8 7.1 Loss ....................................................................................................................... 8 8. EXPENSES ....................................................................................................................... 9 8.1 Expenses ............................................................................................................... 9 8.2 Brokers .................................................................................................................. 9 9. LIQUIDATED DAMAGES ............................................................................................. 9 10. GENERAL PROVISIONS ............................................................................................... 9 10.1 Notices .................................................................................................................. 9 10.2 Successors and Assigns......................................................................................... 10 95 ii Sale Agreement Parcel 21 (10-23-2024) 10.3 Amendments ......................................................................................................... 10 10.4 Authority of Buyer ................................................................................................ 10 10.5 Buyer’s Representations and Warranties .............................................................. 11 10.6 Governing Law ..................................................................................................... 11 10.7 Merger of Prior Agreements ................................................................................. 11 10.8 Parties and Their Agents ....................................................................................... 11 10.9 Interpretation of Agreement .................................................................................. 11 10.10 Attorneys’ Fees ..................................................................................................... 12 10.11 Time of Essence .................................................................................................... 12 10.12 No Merger ............................................................................................................. 12 10.13 Non-Liability of City Officials, Employees and Agents ...................................... 12 10.14 Conflicts of Interest............................................................................................... 12 10.15 Notification of Limitations on Contributions ....................................................... 12 10.16 Sunshine Ordinance .............................................................................................. 13 10.17 Tropical Hardwood and Virgin Redwood Ban ..................................................... 13 10.18 No Recording ........................................................................................................ 13 10.19 Effective Date ....................................................................................................... 13 10.20 Severability ........................................................................................................... 13 10.21 Acceptance by Buyer ............................................................................................ 14 10.22 Counterparts .......................................................................................................... 14 10.23 Cooperative Drafting ............................................................................................ 14 96 i Sale Agreement Parcel 21 (10-23-2024) LIST OF EXHIBITS EXHIBIT A DESCRIPTION OF PROPERTY EXHIBIT B DEPICTION OF PROPERTY EXHIBIT C FORM OF QUITCLAIM DEED 97 Rev 1/2019 1 Sale Agreement Parcel 21 (10-23-2024) AGREEMENT FOR SALE OF REAL ESTATE (an approximately 46,097-square foot portion of SFPUC Parcel 21 located in South San Francisco, California) THIS AGREEMENT FOR SALE OF REAL ESTATE (“Agreement”) dated for reference purposes only as of _____________, 2025, is by and between the CITY AND COUNTY OF SAN FRANCISCO, a California municipal corporation (“City” or “Seller”), by and through its Public Utilities Commission (“SFPUC”), and the CITY OF SOUTH SAN FRANCISCO, a California municipal corporation (“Buyer”). Seller and Buyer are sometimes collectively referred to in this Agreement as the “Parties” or singularly as “Party.” THIS AGREEMENT IS MADE WITH REFERENCE TO THE FOLLOWING FACTS AND CIRCUMSTANCES: A. City, under the SFPUC, owned right of way parcels in the City of South San Francisco, including SFPUC Parcel No. 21 (“Parcel 21”). Parcel 21 never contained any SFPUC utility infrastructure. B. The SFPUC sold certain property interests to the former South San Francisco Redevelopment Agency in 2008 including portions of Parcel 21. Parcel 21 is and has been entirely encumbered by portions of Buyer’s public streets and a public drainage channel. The remainder of Parcel 21 not sold to the former South San Francisco Redevelopment Agency in the 2008 constitutes the property included in this sale (“Property”). The Property is described in Section 1.1 [Property Included in Sale] below. C. The Property is subject to SFPUC License P4522, dated September 9, 2021, issued to Buyer for the construction of improvements to the existing road and culvert, and the installation of new utilities (“License”). The Parties acknowledge that the Property is under the possession and control of Buyer. City will revoke the License at Closing (defined in Section 2(b) [Purchase Price] below). D. Buyer has two major projects ongoing near the Property: (1) a project that contains three vertical development structures on three parcels that will deliver roughly 800 units of housing, of which 158 units are 100% affordable housing, a childcare center, a market hall with a public plaza, public open space in the form of a community park and picnic area, and the completion of the existing Centennial Trail; and (2) a new Library and Parks and Recreation building that will include playground areas for children, a large synthetic turf exercise and playing field, and a special garden area for quiet socializing among wildflowers and native grasses that attract pollinators and butterflies (together, the “Projects”). Buyer seeks to acquire the Property to facilitate the Projects. E. On _____________, 202__, the SFPUC Commission adopted Resolution No. ________ declaring the Property as “surplus land” and “exempt surplus land” under the State Surplus Lands Act (California Government Code Section 54220, et seq.). Because the Parties are public agencies, the State Surplus Lands Act noticing requirements do not apply to the sale of the Property as contemplated in this Agreement. 98 Rev 1/2019 2 Sale Agreement Parcel 21 (10-23-2024) F. City’s Board of Supervisors approved the sale of the Property to Buyer on the terms and conditions set forth below, pursuant to Resolution No. ________. G. Buyer desires to purchase the Property and City is willing to sell the Property, subject to approval by City’s Board of Supervisors and Mayor, on the terms and conditions set forth below. ACCORDINGLY, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. SALE AND PURCHASE 1.1 Property Included in Sale Subject to the terms, covenants, and conditions set forth in this Agreement, City agrees to sell to Buyer, and Buyer agrees to purchase from City, City’s interest in the Property, as more particularly described in the attached Exhibit A, and shown generally on the map attached as Exhibit A-1. 2. PURCHASE PRICE The purchase price for the Property is One Hundred Thirty Two Thousand Dollars ($132,000) (the “Purchase Price”). Buyer will pay the Purchase Price as follows: (a) Within five (5) business days after the date this Agreement is executed by the Parties, Buyer will deposit into escrow with Old Republic Title (“Title Company”), 167 S. San Antonio Road, #5, Los Altos, CA 94022 , Attention: Angie Civjan, the sum of Two Thousand Eight Hundred Twenty and no/100 Dollars ($2,820) as an earnest money deposit (“Initial Deposit”). Before the expiration of the Contingency Period as provided in Section 5.2 [Contingency Period] below, Buyer will increase the Initial Deposit to Nine Thousand Four Hundred and no/100 Dollars ($9,400) by depositing into escrow with the Title Company an additional Six Thousand Five Hundred Eighty and no/100 Dollars ($6,580) (“Second Deposit,” together with the Initial Deposit, the “Deposit”) in all cash. The Deposit will be held in an interest-bearing account, and all interest thereon will be deemed a part of the Deposit. At the Closing (defined below), the Deposit will be paid to City and credited against the Purchase Price. (b) Buyer will pay the balance of the Purchase Price, which is One Hundred and Twenty Two Thousand Six Hundred and no/100 Dollars ($122,600) to City at the consummation of the purchase and sale contemplated by this Agreement (the “Closing”). All sums payable under this Agreement including the Deposit, will be paid in immediately available funds of lawful money of the United States of America. 3. TITLE 3.1 Conditions of Title At the Closing, City will quitclaim interest in and to the Property to Buyer by quitclaim deed in the form attached as Exhibit C (the “Deed”). Title to the Property will be subject to (a) liens of local real estate taxes and assessments, (b) all existing exceptions and encumbrances, whether or not disclosed by a current preliminary title report or the public records or any other documents reviewed by Buyer pursuant to Section 5.1 [Buyer’s Conditions Precedent] below, and any other exceptions to title that would be disclosed by an accurate and thorough investigation, survey, or inspection of the Property, and (c) all items of which Buyer has actual or constructive notice or knowledge. All of the foregoing exceptions to title are referred to 99 Rev 1/2019 3 Sale Agreement Parcel 21 (10-23-2024) collectively as the “Conditions of Title.” Without limiting the foregoing, Buyer acknowledges receipt of a litigation guarantee issued by the Title Company under Order No. 2202068007-PL, dated January 18, 2023, covering the Property and approves all of the exceptions contained therein. 3.2 Buyer’s Responsibility for Title Insurance Buyer understands and agrees that the right, title and interest in the Property will not exceed that vested in City, and City is under no obligation to furnish any policy of title insurance in connection with this transaction. Buyer recognizes that any fences or other physical monument of the Property’s boundary lines may not correspond to the legal description of the Property. City will not be responsible for any discrepancies in the parcel area or location of the property lines or any other matters that an accurate survey or inspection might reveal. It is Buyer’s sole responsibility to obtain a survey from an independent surveyor and a policy of title insurance from a title company, if desired. 4. “AS-IS” PURCHASE; RELEASE OF CITY 4.1 Buyer’s Independent Investigation Buyer represents and warrants to City that Buyer has performed a diligent and thorough inspection and investigation of each and every aspect of the Property, either independently or through agents of Buyer’s choosing, including the following matters (collectively, the “Property Conditions”): (a) All matters relating to title including the existence, quality, nature and adequacy of City’s interest in the Property and the existence of physically open and legally sufficient access to the Property. (b) The zoning and other legal status of the Property, including the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances and private or public covenants, conditions and restrictions, and all government al and other legal requirements such as taxes, assessments, use permit requirements and building and fire codes. (c) The quality, nature, adequacy and physical condition of the Property, including, but not limited to, the structural elements, landscaping, utility systems, facilities and appliance, and all other physical and functional aspects of the Property. (d) The quality, nature, adequacy, and physical, geological and environmental condition of the Property (including soils and any groundwater), and the presence or absence of any Hazardous Materials in, on, under or about the Property or any other real property in the vicinity of the Property. As used in this Agreement, “Hazardous Material” means any material that, because of its quantity, concentration or physical or chemical characteristics, is now or hereafter deemed by any federal, state or local governmental authority to pose a present or potential hazard to human health or safety or to the environment. (e) The suitability of the Property for Buyer’s intended uses. Buyer represents and warrants that its intended use of the Property is to maintain the existing street improvements for public transportation and public drainage improvements and to facilitate the Projects. (f) The economics and development potential, if any, of the Property. (g) All other matters of material significance affecting the Property. 100 Rev 1/2019 4 Sale Agreement Parcel 21 (10-23-2024) 4.2 Property Disclosures (a) California law requires sellers to disclose to buyers the presence or potential presence of certain Hazardous Materials. Accordingly, Buyer is hereby advised that occupation of the Property may lead to exposure to Hazardous Materials such as, but not limited to, gasoline, diesel and other vehicle fluids, vehicle exhaust, office maintenance fluids, tobacco smoke, methane and building materials containing chemicals, such as formaldehyde. By execution of this Agreement, Buyer acknowledges that the notices and warnings set forth above satisfy the requirements of California Health and Safety Code Section 25359.7 and related statutes. (b) According to the United States Geological Survey, roughly one-quarter of the San Francisco Bay region may be exposed to liquefaction. More information about the potential areas of liquefaction may be found at http://geomaps.wr.usgs.gov/sfgeo/liquefaction/susceptibility.htm. By execution of this Agreement, Buyer acknowledges the disclosure set forth above satisfies the requirements of California Public Resources Code Section 2621.9 and Section 2694 and related statutes. 4.3 Entry and Indemnity In connection with any entry by Buyer or its Agents (defined in Section 10.8 [Parties and Their Agents] below) onto the Property, Buyer will give City reasonable advance written notice of such entry and will conduct such entry and any inspections in connection therewith so as to minimize, to the extent possible, interference with uses being made of the Property and otherwise in a manner and on terms and conditions acceptable to City. All entries by Buyer or its Agents onto the Property to perform any testing or other investigations that could affect the physical condition of the Property (including soil borings) or the uses thereof will be made only pursuant to the terms and conditions of a permit to enter in form and substance satisfactory to City. Buyer will maintain, and will require that its Agents maintain, public liability and property damage insurance in amounts and in form and substance adequate to insure against all liability of Buyer and its Agents, arising out of any entry or inspection of the Property in connection with the transaction contemplated by this Agreement, and Buyer will provide City with evidence of such insurance coverage upon request from City. To the fullest extent permitted under law, Buyer will indemnify, defend and hold harmless City, its Agents, and each of them, from and against any liabilities, costs, damages, losses, liens, claims and expenses (including reasonable fees of attorneys, experts and consultants and related costs) arising out of or relating to any entry on, under or about the Property by Buyer, its Agents, contractors and subcontractors in performing the inspections, testing, or inquiries provided for in this Agreement, whether prior to the date of thi s Agreement or during the term hereof (collectively “Buyer’s Actions”), including any injuries or deaths to any persons (including Buyer’s Agents) and damage to any property, from Buyer’s Actions. The foregoing indemnity will survive beyond the Closing, or, if the sale is not consummated, beyond the termination of this Agreement. 4.4 “As-Is” Purchase BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT CITY IS SELLING AND BUYER IS PURCHASING CITY’S INTEREST IN THE PROPERTY ON AN “AS-IS WITH ALL FAULTS” BASIS. BUYER IS RELYING SOLELY ON ITS INDEPENDENT INVESTIGATION AND NOT ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM CITY OR ITS AGENTS AS TO ANY MATTERS CONCERNING THE PROPERTY, ITS SUITABILITY FOR BUYER’S INTENDED USES OR ANY OF THE PROPERTY CONDITIONS. CITY 101 Rev 1/2019 5 Sale Agreement Parcel 21 (10-23-2024) DOES NOT GUARANTEE THE LEGAL, PHYSICAL, GEOLOGICAL, ENVIRONMENTAL OR OTHER CONDITIONS OF THE PROPERTY, NOR DOES IT ASSUME ANY RESPONSIBILITY FOR THE COMPLIANCE OF THE PROPERTY OR ITS USE WITH ANY STATUTE, ORDINANCE OR REGULATION. IT IS BUYER’S SOLE RESPONSIBILITY TO DETERMINE ALL BUILDING, PLANNING, ZONING, AND OTHER REGULATIONS RELATING TO THE PROPERTY AND THE USES TO WHICH IT MAY BE PUT. 4.5 Release of City As part of its agreement to purchase the Property in its “As-Is With All Faults” condition, Buyer, on behalf of itself and its successors and assigns, waives any right to recover from, and forever releases and discharges, City, its officers, employees, agents, contractors, and representatives, and their respective heirs, successors, legal representatives, and assigns, from any and all demands, claims, legal, or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs, or expenses whatsoever (including attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (a) Buyer’s and its Agents and customer’s past, present and future use of the Property, (b) the physical, geological, or environmental condition of the Property, including any Hazardous Material in, on, under, above or about the Property, and (c) any federal, state, local, or administrative law, rule, regulation, order or requirement applicable thereto, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”, also commonly known as the “Superfund” law), as amended by Superfund Amendments and Reauthorization Act of 1986 (“SARA”) (42 U.S.C. Sections 9601-9657), the Resource Conservation and Recovery Act of 1976, as amended by the Solid Waste and Disposal Act of 1984 (collectively, “RCRA”) (42 U.S.C. Sections 6901-6987), the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977 (collectively the “Clean Water Act”) (33 U.S.C. Section 1251 et seq.), the Toxic Substances Control Act (“TSCA”) (15 U.S.C. Sections 2601-2629), Hazardous Materials Transportation Act (49 U.S.C. Section 1801 et seq.), the Carpenter-Presley-Tanner Hazardous Substance Account Law (commonly known as the “California Superfund” law) (California Health and Safety Code Sections 25300-25395), Hazardous Waste Control Act (California Health and Safety Code Section 25100 et seq.), Hazardous Materials Release Response Plans and Inventory Law (commonly known as the “Business Plan Law”) (California Health and Safety Code Section 25500 et seq.), Porter-Cologne Water Quality Control Act (California Water Code Section 13000 et seq.), and the Safe Drinking Water and Toxic Enforcement Act of 1986 (commonly known as “Proposition 65”) (California Health and Safety Code Section 25249.5 et seq.). In connection with the foregoing release, Buyer expressly waives the benefits of Section 1542 of the California Civil Code, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. BY PLACING ITS INITIALS BELOW, BUYER SPECIFICALLY ACKNOWLEDGES AND CONFIRMS THE VALIDITY OF THE RELEASES MADE ABOVE AND THE FACT THAT BUYER WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THE ABOVE RELEASES. 102 Rev 1/2019 6 Sale Agreement Parcel 21 (10-23-2024) INITIALS: BUYER: ________________ 5. CONDITIONS PRECEDENT 5.1 Buyer’s Conditions Precedent Buyer’s obligation to purchase the Property is conditioned upon all of the following (“Buyer’s Conditions Precedent”) : (a) Buyer’s review and approval of an updated preliminary title report, which Buyer is responsible for ordering, together with copies of the underlying documents.. (b) Buyer’s review and approval of all zoning, land use, building, environmental and other statutes, rules, or regulations applicable to the Property. (c) Buyer’s review and approval of soils reports and other documents of significance to the Property in City’s possession. City will make available to Buyer at City’s Real Estate Division’s offices, without representation or warranty of any kind whatsoever, all non-privileged items in its files relating to the Property for Buyer’s review and inspection, at Buyer’s sole cost, during normal business hours. Notwithstanding the foregoing, Buyer’s review will not include a review of any of City’s internal memoranda or reports, any privileged or confidential information, or City’s appraisals of the Property, if any, except those already shared with Buyer. (d) City will have performed all material obligations to be performed by it pursuant to this Agreement. 5.2 Contingency Period Buyer will have until 5:00 p.m. San Francisco Time on the date that is ten (10) business days after the Effective Date to review and approve or waive Buyer’s Conditions Precedent (such period being referred to in this Agreement as the “Contingency Period”). If Buyer elects to proceed with the purchase of the Property, then Buyer shall, before the expiration of the Contingency Period, notify City in writing that Buyer has approved all such matters. If before the end of the Contingency Period Buyer fails to give City such written notice and fails to object to any of Buyer’s Conditions, then Buyer will be deemed to have waived Buyer’s Conditions. Notwithstanding the foregoing, if Buyer objects to any of the matters contained within Section 5.1 within the Contingency Period, then City may, but will have no obligation to remove or remedy any objectionable matter. If City agrees to remove or remedy the objectionable matter, it will notify Buyer within ten (10) days following Buyer’s notice of objection, and the Closing Date will be delayed for so long as City diligently pursues such removal or remedy. If and when City elects not to remove or remedy the objectionable matter, which City may do at any time including following an initial election to pursue remedial or corrective actions, this Agreement will automatically terminate, the Deposit will be returned to Buyer, and neither party will have any further rights or obligations under this Agreement except as provided in Section 4.3 [Entry and Indemnity], Section 8.2 [Brokers], or Section 10.4 [Authority of Buyer] or as otherwise expressly provided in this Agreement. 5.3 City’s Condition Precedent The following are conditions precedent to City’s obligation to sell the Property to Buyer (“City’s Conditions Precedent”): 103 Rev 1/2019 7 Sale Agreement Parcel 21 (10-23-2024) (a) Bu yer will have performed all of its obligations pursuant to or in connection with this Agreement and all of Buyer’s representations and warranties will be true and correct. (b) A resolution approving and authorizing the transactions contemplated by this Agreement and finding that the public interest or necessity demands, or will not be inconvenienced by the sale of the Property, will have been adopted by City’s Board of Supervisors and Mayor, in their respective sole and absolute discretion. (c) Title Company will have agreed to be the real estate reporting person for the Closing in compliance with the Reporting Requirements (defined in Section 6.5 [Title Company as Real Estate Reporting Person] below). 5.4 Failure of City’s Conditions Precedent Each of City’s Conditions Precedent are intended solely for the benefit of City. If any of City’s Conditions Precedent are not satisfied as provided above, City may, at its option, terminate this Agreement and shall return the Deposit to Buyer within a reasonable time period not to exceed thirty (30) calendar days. Upon any such termination, neither Party will have any further rights or obligations under this Agreement except as provided in Section 4.3 [Entry and Indemnity], Section 8.2 [Brokers], or Section 10.4 [Authority of Buyer] or as otherwise expressly provided in this Agreement. 6. ESCROW AND CLOSING 6.1 Escrow On the date within five (5) days after the Parties execute this Agreement, Buyer and City will deposit an executed counterpart of this Agreement with the Title Company, and this instrument will serve as the instructions to the Title Company as the escrow holder for consummation of the purchase and sale contemplated by this Agreement. City and Buyer agree to execute such supplementary escrow instructions as may be appropriate to enable the Title Company to comply with the terms of this Agreement; provided, however, in the event of any conflict between the provisions of this Agreement and any supplementary escrow instructions, the terms of this Agreement will control. 6.2 Closing Date The Closing will be held, and delivery of all items to be made at the Closing under the terms of this Agreement will be made, at the offices of the Title Company on (a) the date that is thirty (30) days after the expiration of the Contingency Period and enactment of the Board of Supervisors’ resolution referred to in Section 5.3(b) above, or if such date is not a business day, then upon the next ensuing business day, before 1:00 p.m. San Francisco time or (b) such other date and time as the Parties may mutually agree upon in writing (the “Closing Date”). Such date and time may not be extended without the prior written approval of the Parties. 6.3 Deposit of Documents and Funds (a) At or before the Closing, City will deposit into escrow the following items: (i) a duly executed and acknowledged Deed conveying the Property to Buyer subject to the Conditions of Title; and 104 Rev 1/2019 8 Sale Agreement Parcel 21 (10-23-2024) (ii) a copy of a letter confirming revocation of the License to Buyer effective on the Closing Date. (b) At or before the Closing, Buyer will deposit into escrow the funds necessary to close this transaction. (c) City and Buyer will each deposit such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the purchase of the Property in accordance with the terms hereof. (d) City will deliver to Buyer originals (or to the extent originals are not available, copies) of any items that City is required to furnish Buyer copies of or make available at the Property pursuant to Section 5.1 [Buyer’s Conditions Precedent] above, within five (5) business days after the Closing Date. 6.4 Prorations On or after the Closing Date, any real property taxes and assessments, water, sewer, and utility charges, amounts payable under any annual permits and/or inspection fees (calculated on the basis of the period covered), and any other expenses normal to the operation and maintenance of the Property, will all be prorated as of 12:01 a.m. on the date the Deed is recorded, on the basis of a three hundred sixty-five (365)-day year. The Parties by this Agreement agree that if any of the above described prorations cannot be calculated accurately on the Closing Date, then the same will be calculated as soon as reasonably practicable after the Closing Date and either Party owing the other Party a sum of money based on such subsequent proration(s) will promptly pay said sum to the other Party. 6.5 Title Company as Real Estate Reporting Person Section 6045(e) of the United States Internal Revenue Code of 1986 and the regulations promulgated thereunder (collectively, the “Reporting Requirements”) require that certain information be made to the United States Internal Revenue Service, and a statement to be furnished to City, in connection with the Closing. Buyer and City agree that if the Closing occurs, Title Company will be the party responsible for closing the transaction contemplated in this Agreement and is by this Agreement designated as the real estate reporting person (as defined in the Reporting Requirements) for such transaction. Title Company will perform all duties required of the real estate reporting person for the Closing under the Reporting Requirements, and Buyer and City will each timely furnish Title Company with any information reasonably requested by Title Company and necessary for the performance of its duties under the Reporting Requirements with respect to the Closing. 7. RISK OF LOSS 7.1 Loss All improvements on the Property are owned by Buyer, and any damage to or destruction of those improvements prior to Closing will have no impact on the sale of the Property or the terms under this Agreement. The Parties agree that Buyer is purchasing the Property in as -is condition as further described in Section 4.4 [“As-Is” Purchase] above. Notwithstanding anything to the contrary above, Buyer acknowledges that City self-insures and will not be obligated to purchase any third-party commercial liability insurance or property insurance. 105 Rev 1/2019 9 Sale Agreement Parcel 21 (10-23-2024) 8. EXPENSES 8.1 Expenses Buyer will pay any transfer taxes applicable to the sale, personal property taxes, escrow fees and recording charges, and any other costs and charges of the escrow for the sale. 8.2 Brokers The Parties represent and warrant to each other that no broker or finder was instrumental in arranging or bringing about this transaction and that there are no claims or rights for brokerage commissions or finder’s fees in connection with the transactions contemplated by this Agreement. If any person brings a claim for a commission or finder’s fee based on any contact, dealings, or communication with Buyer or City, then the Party through whom such person makes a claim will defend the other Party from such claim, and will indemnify the indemnified Party from, and hold the indemnified Party against, any and all costs, damages, claims, liabilities, or expenses (including reasonable attorneys’ fees and disbursements) that the indemnified Party incurs in defending against the claim. The provisions of this Section will survive the Closing, or, if the purchase and sale is not consummated for any reason, any termination of this Agreement. 9. LIQUIDATED DAMAGES IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED DUE TO THE FAILURE OF ANY CONDITION PRECEDENT OR CITY’S DEFAULT UNDER THIS AGREEMENT AND BUYER IS NOT THEN IN DEFAULT, THEN THE TITLE COMPANY WILL RETURN THE DEPOSIT TOGETHER WITH ACCRUED INTEREST THEREON TO BUYER. IF THE SALE IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER UNDER THIS AGREEMENT AND CITY IS NOT THEN IN DEFAULT, THEN THE TITLE COMPANY WILL DELIVER THE DEPOSIT TOGETHER WITH ACCRUED INTEREST THEREON TO CITY, AND CITY WILL BE ENTITLED TO RETAIN SUCH SUM AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT CITY’S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE AS SPECIFIED IN THE PRECEDING SENTENCE, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT TOGETHER WITH ACCRUED INTEREST THEREON IS A REASONABLE ESTIMATE OF THE DAMAGES THAT CITY WOULD INCUR IN SUCH AN EVENT. BY PLACING THEIR RESPECTIVE INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. INITIALS: CITY: _________ BUYER: __________ 10. GENERAL PROVISIONS 10.1 Notices Any notice, consent, or approval required or permitted to be given under this Agreement will be in writing and will be given by (a) hand delivery, against receipt, (b) reliable next-business-day courier service that provides confirmation of delivery, or (c) United States registered or certified mail, postage prepaid, return receipt required, and addressed as follows (or 106 Rev 1/2019 10 Sale Agreement Parcel 21 (10-23-2024) to such other address as either party may from time to time specify in writing to the other upon five (5) days’ prior, written notice in the manner provider above): CITY: San Francisco Public Utilities Commission 525 Golden Gate Avenue, 10th Floor San Francisco, California 94102 Attn: Real Estate Director Re: Sale of SFPUC Parcel No. 21 with a copy to: Office of the City Attorney City Hall, Room 234 1 Dr. Carlton B. Goodlett Place San Francisco, California 94102 Attn: Real Estate Transactions Team Re: Sale of SFPUC Parcel No. 21 BUYER: City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attn: City Manager, Sharon Ranals Telephone No.: (650) 829-6620 with a copy to: City of South San Francisco, City Attorney Sky Woodruff, Partner Redwood Public Law 409 13th Street, 6th Floor Oakland, CA 94612 A properly addressed notice transmitted by one of the foregoing methods will be deemed received upon the confirmed date of delivery, attempted delivery, or rejected delivery, whichever occurs first. Any e-mail addresses, telephone numbers, or facsimile numbers provided by one party to the other will be for convenience of communication only; neither Party may give official or binding notice orally or by e-mail or facsimile. The effective time of a notice will not be affected by the receipt, prior to receipt of the original, of an oral notice or an e -mail or facsimile copy of the notice. 10.2 Successors and Assigns This Agreement will be binding upon, and inure to the benefit of, the Parties to this Agreement and their respective successors, heirs, legal representatives, administrators and assigns. Buyer’s rights and obligations under this Agreement will not be assignable without the prior written consent of City; provided, however, even if City approves any such proposed assignment, in no event will Buyer be released of any of its obligations under this Agreement. 10.3 Amendments This Agreement may be amended or modified only by a written instrument signed by the Parties. 10.4 Authority of Buyer Buyer represents and warrants to City that Buyer is a California municipal corporation duly organized, validly existing, and in good standing under the laws of the State of California. Buyer further represents and warrants to City that this Agreement and all documents executed by Buyer, which are to be delivered to City at Closing: (a) are or at the time of Closing will be duly authorized, executed and delivered by Buyer; (b) are or at the time of Closing will be legal, valid, and binding obligations of Buyer; and (c) do not and at the time of Closing will not violate any provision of any agreement or judicial order to which Buyer is a party or to which Buyer is subject. Notwithstanding anything to the contrary in this Agreement, the foregoing representations and warranties and any and all other representations and warranties of Buyer contained in this Agreement or in other agreements or documents executed by Buyer in connection herewith, will survive the Closing Date. 107 Rev 1/2019 11 Sale Agreement Parcel 21 (10-23-2024) 10.5 Buyer’s Representations and Warranties Buyer makes the following representations as of the date of this Agreement and at all times throughout this Agreement: (a) Buyer is a California municipal corporation duly organized and validly existing and in good standing under the laws of the jurisdiction in which it was formed. Buyer has duly authorized by all necessary action the execution, delivery, and performance of this Agreement. Buyer has duly executed and delivered this Agreement and this Agreement constitutes a legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with the terms hereof. (b) Buyer represents and warrants to City that it has not been suspended, disciplined, or disbarred by, or prohibited from contracting with, any federal, state, or local governmental agency. In the event Buyer has been so suspended, disbarred, disciplined, or prohibited from contracting with any governmental agency, Buyer will immediately notify City of same and the reasons therefore together with any relevant facts or information requested by City. Any such suspension, debarment, discipline, or prohibition may result in the termination or suspension of this Agreement. (c) No document or instrument furnished or to be furnished by the Buyer to City in connection with this Agreement contains or will contain any untrue statement of material fact or omits or will omit a material fact necessary to make the statements contained therein not misleading, under the circumstances under which any such statement will have been made. 10.6 Governing Law This Agreement will be governed by, subject to, and construed in accordance with the laws of the State of California and City’s Charter and Administrative Code. 10.7 Merger of Prior Agreements This Agreement, together with the exhibits to this Agreement, contain any and all representations, warranties, and covenants made by Buyer and City and constitutes the entire understanding between the Parties to this Agreement with respect to the subject matter hereof. Any prior correspondence, memoranda, or agreements are replaced in total by this Agreement together with the exhibits to this Agreement. 10.8 Parties and Their Agents The term “Buyer” as used in this Agreement will include the plural as well as the singular. If Buyer consists of more than one (1) individual or entity, then the obligations under this Agreement imposed on Buyer will be joint and several. As used in this Agreement, the term “Agents” when used with respect to either party will include the agents, employees, officers, contractors, and representatives of such party. 10.9 Interpretation of Agreement The article, section, and other headings of this Agreement and the table of contents are for convenience of reference only and will not affect the meaning or interpretation of any provision contained in this Agreement. Whenever the context so requires, the use of the singular will be deemed to include the plural and vice versa, and each gender reference will be deemed to include the other and the neuter. This Agreement has been negotiated at arm ’s length and between persons sophisticated and knowledgeable in the matters dealt with in this Agreement. In addition, each Party has been represented by experienced and knowledgeable legal counsel. 108 Rev 1/2019 12 Sale Agreement Parcel 21 (10-23-2024) Accordingly, any rule of law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Agreement against the party that has drafted it is not applicable and is waived. The provisions of this Agreement will be interpreted in a reasonable manner to effect the purposes of the Parties and this Agreement. Use of the word “including” or similar words will not be construed to limit any general term, statement, or other matter in this Agreement, whether or not language of non-limitation, such as “without limitation” or similar words, are used. 10.10 Attorneys’ Fees If either Party to this Agreement fails to perform any of its respective obligations under this Agreement or if any dispute arises between the Parties to this Agreement concerning the meaning or interpretation of any provision of this Agreement, then the defaulting Party or the Party not prevailing in such dispute, as the case may be, will pay any and all costs and expenses incurred by the other Party on account of such default or in enforcing or establishing its rights under this Agreement, including court costs and reasonable attorneys’ fees and disbursements. For purposes of this Agreement, the reasonable fees of attorneys of the Parties will be based on the fees regularly charged by private attorneys with the equivalent number of years of experience in the subject matter area of the law for which the attorney’s services were rendered who practice in the City of San Francisco in law firms with approximately the same number of attorneys as employed by the City Attorney’s Office. 10.11 Time of Essence Time is of the essence with respect to the performance of the Parties’ respective obligations contained in this Agreement. 10.12 No Merger The obligations contained in this Agreement will not merge with the transfer of title to the Property but will remain in effect until fulfilled. 10.13 Non-Liability of City Officials, Employees and Agents Notwithstanding anything to the contrary in this Agreement, no elective or appointive board, commission, member, officer, employee, or agent of City or Buyer will be personally liable to the other Party, its successors and assigns, in the event of any default or breach by either Party or for any amount that may become due to either Party, its successors and assigns, or for any obligation of the Parties under this Agreement. 10.14 Conflicts of Interest Through its execution of this Agreement, the Parties acknowledges that they are familiar with the provisions of Article III, Chapter 2 of City’s Campaign and Governmental Conduct Code, and Section 87100 et seq. and Section 1090 et seq. of the Government Code of the State of California, and certify that they do not know of any facts that constitute a violation of said provisions and agree that if they become aware of any such fact during the term of this Agreement, such Party shall notify the other Party. 10.15 Notification of Limitations on Contributions Through its execution of this Agreement, Buyer acknowledges that it is familiar with Section 1.126 of the San Francisco Campaign and Governmental Conduct Code, which prohibits any person who contracts with City for the selling or leasing of any land or building to or from City whenever such transaction would require the approval by a City elective officer, the board 109 Rev 1/2019 13 Sale Agreement Parcel 21 (10-23-2024) on which that City elective officer serves, or a board on which an appointee of that individual serves, from making any campaign contribution to (a) City elective officer, (b) a candidate for the office held by such individual, or (c) a committee controlled by such individual or candidate, at any time from the commencement of negotiations for the contract until the later of either the termination of negotiations for such contract or twelve months after the date the contract is approved. Buyer acknowledges that the foregoing restriction applies only if the contract or a combination or series of contracts approved by the same individual or board in a fiscal year have a total anticipated or actual value of $100,000 or more. Buyer further acknowledges that the prohibition on contributions applies to each Buyer; each member of Buyer’s board of directors, and Buyer’s chief executive officer, chief financial officer and chief operating officer; any person with an ownership interest of more than twenty percent (20%) in Buyer; any subcontractor listed in the contract; and any committee that is sponsored or controlled by Buyer. Additionally, Buyer acknowledges that Buyer must inform each of the persons described in the preceding sentence of the prohibitions contained in Section 1.126. Buyer further agrees to provide to City the names of each person, entity or committee described above. 10.16 Sunshine Ordinance The Parties understand and agree that under City’s Sunshine Ordinance (San Francisco Administrative Code, Chapter 67) and the State Public Records Law (Gov. Code Section 6250 et seq.), this Agreement and any and all records, information, and materials submitted to City or Buyer under this Agreement are public records subject to public disclosure. The Parties by this Agreement acknowledge that they may disclose any records, information and materials submitted to each other in connection with this Agreement. 10.17 Tropical Hardwood and Virgin Redwood Ban The City and County of San Francisco urges companies not to import, purchase, obtain or use for any purpose, any tropical hardwood, tropical hardwood wood product, virgin redwood, or virgin redwood wood product except as expressly permitted by the application of Sections 802(b) and 803(b) of the San Francisco Environment Code. 10.18 No Recording Neither this Agreement nor any memorandum or short form thereof may be recorded by Buyer. 10.19 Effective Date As used in this Agreement, the term “Effective Date” will mean the date on which both Parties will have executed this Agreement provided the Agreement and the transactions contemplated by the Agreement will have been authorized (a) in a manner required by law governing Buyer, (b) by a duly adopted resolution of City’s Public Utilities Commission, and (c) if required by City’s Charter, a duly adopted resolution of City’s Board of Supervisors and Mayor. 10.20 Severability If any provision of this Agreement or the application thereof to any person, entity, or circumstance will be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons, entities or circumstances other than those as to which it is invalid or unenforceable, will not be affected thereby, and each other provision of this Agreement will be valid and be enforceable to the fullest extent permitted by law, except to the extent that enforcement of this Agreement without the invalidated provision would be 110 Rev 1/2019 14 Sale Agreement Parcel 21 (10-23-2024) unreasonable or inequitable under all the circumstances or would frustrate a fundamental purpose of this Agreement. 10.21 Acceptance by Buyer This Agreement will be null and void unless it is accepted by Buyer and two (2) fully executed copies of this Agreement are returned to City on or before 5:00 p.m. San Francisco time on ________________, 202__. 10.22 Counterparts This Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument. 10.23 Cooperative Drafting This Agreement has been drafted through a cooperative effort of both Parties, and both Parties have had an opportunity to have the Agreement reviewed and revised by legal counsel. No party will be considered the drafter of this Agreement, and no presumption or rule that an ambiguity will be construed against the party drafting the clause will apply to the interpretation or enforcement of this Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT NO OFFICER OR EMPLOYEE OF CITY HAS AUTHORITY TO COMMIT CITY TO THIS AGREEMENT UNLESS AND UNTIL A RESOLUTION OF CITY’S BOARD OF SUPERVISORS WILL HAVE BEEN DULY ENACTED APPROVING THIS AGREEMENT AND AUTHORIZING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. THEREFORE, ANY OBLIGATIONS OR LIABILITIES OF CITY UNDER THIS AGREEMENT ARE CONTINGENT UPON THE DUE ENACTMENT OF SUCH A RESOLUTION, AND THIS AGREEMENT WILL BE NULL AND VOID IF CITY’S BOARD OF SUPERVISORS AND MAYOR DO NOT APPROVE THIS AGREEMENT IN THEIR RESPECTIVE SOLE DISCRETION. APPROVAL OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT BY ANY DEPARTMENT, COMMISSION OR AGENCY OF CITY WILL NOT BE DEEMED TO IMPLY THAT SUCH RESOLUTION WILL BE ENACTED NOR WILL ANY SUCH APPROVAL CREATE ANY BINDING OBLIGATIONS ON CITY. [SIGNATURES ON FOLLOWING PAGE] 111 Rev 1/2019 15 Sale Agreement Parcel 21 (10-23-2024) The Parties have duly executed this Agreement as of the respective dates written below. CITY: CITY AND COUNTY OF SAN FRANCISCO, a California municipal corporation By: _______________________________ ANDRICO Q. PENICK Director of Property APPROVED AS TO FORM: DAVID CHIU, City Attorney By: _______________________________ Anna Parlato Gunderson Deputy City Attorney BUYER: CITY OF SOUTH SAN FRANCISCO a California municipal corporation By: _______________________________ SHARON RANALS Its: City Manager APPROVED AS TO FORM: CITY OF SOUTH SAN FRANCISCO, City Attorney By: _______________________________ Sky Woodruff City Attorney 112 A-1 Sale Agreement Parcel 21 (10-23-2024) EXHIBIT A DESCRIPTION OF PROPERTY 113 B-1 Sale Agreement Parcel 21 (10-23-2024) EXHIBIT B DEPICTION OF PROPERTY 114 Sale Agreement Parcel 21 (10-23-2024) Sale Agreement Parcel 21 (2-13-24) C-2 EXHIBIT C FORM OF QUITCLAIM DEED RECORDING REQUESTED BY, AND WHEN RECORDED RETURN TO: City of South San Francisco ___________________________ ___________________________ Attn: _____________________ With a conformed copy to: San Francisco Public Utilities Commission Real Estate Services 525 Golden Gate Avenue, 10th Floor San Francisco, California 94102 Attn: Real Estate Director and Real Estate Division City and County of San Francisco 25 Van Ness Avenue, Suite 400 San Francisco, California 94102 Attn: Director of Property MAIL TAX STATEMENTS TO: City of South San Francisco ___________________________ ___________________________ Attn: _____________________ The undersigned hereby declares this instrument to be exempt from Recording Fees (CA Govt. Code § 27383) and Documentary Transfer Tax (CA Rev. & Tax Code § 11922 and S.F. Bus. & Tax Reg. Code § 1105) APN: Portions of Mission Road and Antoinette lane not assigned an Assessor’s Parcel Number (Space above this line reserved for Recorder’s use only) QUITCLAIM DEED (an approximately 46,097 square foot portion of SFPUC Parcel 21, located in South San Francisco, California) FOR VALUABLE CONSIDERATION, receipt and adequacy of which are hereby acknowledged, the CITY AND COUNTY OF SAN FRANCISCO, a California municipal corporation (“City”), pursuant to Resolution No. ___________, adopted by the Board of Supervisors on ______________, 202__ and approved by the Mayor on ____________, 202__, hereby RELEASES, REMISES AND QUITCLAIMS to the CITY OF SOUTH SAN FRANCISCO, a California municipal corporation, any and all right, title and interest City may have in and to the real property loc ated in the City of South San Francisco, County of San Mateo, State of California, described on the attached Exhibit A and made a part of this quitclaim deed. 115 Sale Agreement Parcel 21 (10-23-2024) Sale Agreement Parcel 21 (2-13-24) C-3 Executed as of this _____ day of ______________, 202__. CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation By: ________________________________ ANDRICO Q. PENICK Director of Property APPROVED AS TO FORM: DAVID CHIU City Attorney By: ________________________________ Anna Parlato Gunderson Deputy City Attorney DESCRIPTION CHECKED/APPROVED: By: ________________________________ Ed Peterson Chief Surveyor 116 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) ) ss County of ______________ ) On ________________, before me, ____________________________, a notary public in and for said State, personally appeared _____________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ________________________ (Seal) 5370088.2 117 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-869 Agenda Date:9/10/2025 Version:1 Item #:10. Report regarding a resolution accepting $100,000 from the State of California,Office of Traffic Safety for the “Selective Traffic Enforcement Program”(STEP)to be used for personnel overtime,equipment,and training expenses and amend the Police Department’s Operating Budget for fiscal year 2025-26 by approving Budget Amendment Number 26.016 (Fahmida Murphy, Police Lieutenant and Jim Portolan, Police Sergeant) RECOMMENDATION It is recommended that the City Council adopt the attached resolution accepting $100,000 from the State of California,Office of Traffic Safety (OTS)for the “Selective Traffic Enforcement Program (STEP)”to be used for personnel overtime,equipment,and training expenses and amend the Police Department’s operating budget for fiscal year 2025-26. BACKGROUND/DISCUSSION In January 2025,the Police Department submitted a grant application to the State of California Office of Traffic Safety (OTS)for funding personnel overtime,equipment,and training expenses for the Selective Traffic Enforcement Program (STEP).The grant is administered by OTS with funding provided by the National Highway Traffic Safety Administration (NHTSA).This program will supplement normal police staffing for traffic safety and enforcement efforts. The goal of the grant is to reduce the number of persons killed or injured in traffic collisions through the use of the specific overtime-funded traffic enforcement directed at the following unsafe driving behaviors:driving under the influence (DUI),speeding,red light running,traffic violations in and around high-collision-rate intersections,traffic violations related to motorcycle safety,seat belt violations,child-seat restraint violations, distracted driving, and repeat DUI offenders with suspended licenses. The grant application was tentatively approved by OTS in July 2025,and the Police Department was awarded a grant for $100,000.The operating period on the grant is from October 1,2025,through September 30,2026 (federal fiscal year). This is the Police Department’s eighteenth year partnering with OTS to address traffic safety issues via grant funding.During this eighteen-year period,the Police Department has received over $2 million in grant funding through OTS.As a direct result of this funding,the Police Department has made over 200 DUI arrests,over 200 criminal arrests,issued over 5,000 speeding citations,issued citations to over 260 drivers with suspended drivers licenses,and cited over 800 unlicensed drivers.When comparing the years before receiving OTS grant funding to the years after receiving the funding,the City realized a 38%decrease in fatal traffic collisions,a 21%decrease in alcohol-involved injury traffic collisions,and a 44%decrease in speed-caused injury traffic collisions. $100,000 of the overall grant funds is to pay for overtime for Police Officers to conduct specialized traffic City of South San Francisco Printed on 9/5/2025Page 1 of 2 powered by Legistar™118 File #:25-869 Agenda Date:9/10/2025 Version:1 Item #:10. safety enforcement throughout the City for the following operations: ·$31,000 for 8 DUI saturation patrols ·$26,000 for 2 DUI and driver’s license checkpoints ·$15,500 for 5 Traffic safety enforcement operations (speeding, red lights, etc.) ·$14,000 for 4 Distracted driver saturation patrols ·$2,500 for 1 Bicycle / pedestrian safety enforcement operation ·$2,500 for 1 Motorcycle Safety Enforcement Operations ·$5,000 for 2 collaborative multi-agency DUI saturation patrols Additional funding in the grant pays for the following: ·$2,500 for travel and/or training expenses that support the goals and objectives of the grant ·$1,000 for DUI Checkpoint supplies FISCAL IMPACT This program will require Council appropriation of $100,000 for Fiscal Year 2025-26 per Budget Amendment Number 26.016.This grant will support personnel overtime,training,and equipment expenses.The funding source of $100,000 is granted by the State of California Office of Traffic Safety. RELATIONSHIP TO STRATEGIC PLAN Acceptance of this grant meets Strategic Goals #2 and #3 by rendering skilled police,fire,and emergency service management and providing a high quality of life for residents. CONCLUSION Adoption of this resolution will allow the City to accept $100,000 from the State of California Office of Traffic Safety “Selective Traffic Enforcement Program” and amend the Police Department’s operating budget for Fiscal Year 2025-26 by approving Budget Amendment Number 26.016. City of South San Francisco Printed on 9/5/2025Page 2 of 2 powered by Legistar™119 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-870 Agenda Date:9/10/2025 Version:1 Item #:10a. Resolution accepting $100,000 from the State of California,Office of Traffic Safety for the “Selective Traffic Enforcement Program”to be used for personnel overtime,equipment,and training expenses and to amend the Police Department’s Operating Budget for fiscal year 2025-26 by approving Budget Amendment Number 26.016. WHEREAS,staff recommends the acceptance of a grant in the amount of $100,000 for personnel overtime, equipment,and training expenses from the State of California,Office of Traffic Safety (OTS)for the “Selective Traffic Enforcement Program”; and WHEREAS,the grant funding will be used to augment the operating budget of the Police Department for Fiscal Year 2025-26. NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco hereby accepts the $100,000 grant from the State of California,Office of Traffic Safety and amends the Fiscal Year 2025-26 Police Department’s Operating Budget to reflect an increase of $100,000. BE IT FURTHER RESOLVED that the City Council does hereby approve Budget Amendment Number 26.016. BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute a grant agreement,and any other necessary documents on behalf of the City to carry out the intent of this resolution,subject to approval as to form by the City Attorney. ***** City of South San Francisco Printed on 9/11/2025Page 1 of 1 powered by Legistar™120 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-941 Agenda Date:9/10/2025 Version:1 Item #:11. Report regarding a resolution approving Budget Amendment Number 26.019 and authorizing the City’s acquisition of a Below Market Rate (BMR)unit at 2230 Gellert Boulevard,Unit 3303 (APN 104-540-230). (Elia Moreno, Management Analyst I) RECOMMENDATION Staff recommends City Council approve Budget Amendment Number 26.019 and authorize the City’s acquisition of a Below Market Rate (BMR)housing unit located at 2230 Gellert Boulevard,Unit 3303 (APN 104-540-230), utilizing the City’s Commercial Linkage Fee Fund (Fund 823). BACKGROUND The City’s Inclusionary Housing Ordinance (Municipal Code Chapter 20.380)establishes Below Market Rate (BMR)housing units within both ownership and rental developments.This ordinance serves to increase the amount of housing affordable to low and moderate-income households in South San Francisco. BMR ownership units are subject to a Resale Restriction Agreement,which is executed by the buyer at the time of purchase and is recorded against the property title.This agreement limits the resale price of the unit to ensure ongoing affordability,restricts the household income of future buyers,and grants the City the right of first refusal of the option to purchase the property in the event of default, foreclosure, or sale. DISCUSSION On August 8,2025,the City received a Notice of Default and Election to Sell Under Property Association Lien for the BMR unit located at 2230 Gellert Boulevard,Unit 3303,in South San Francisco.The property owner and the City entered into a Resale Restriction and Right of First Refusal Agreement at the time of the initial sale of the unit in 2007. This is not the first time this owner has been in default for this property. The property owner has received multiple notices of default due to delinquent loan payments or homeowner association (HOA)dues.In August 2014,the City received a Notice of Default informing staff of the owner’s default on loan payments and HOA dues,as well as pending foreclosure proceedings.Attempts to contact the owner were unsuccessful.The lien was eventually cured by the owner,and foreclosure proceedings were suspended. In May 2016,the City received another Notice of Default.Attempts to reach the owner via phone,email,and certified mail were again unsuccessful.The lien was once more cured,and the account reinstated to good standing.The City was again notified a third time of foreclosure proceedings by letter on June 25,2019. Additionally,a title report indicated a State Tax Lien recorded against the property on September 10,2009.The Resale Restriction Agreement specifies that any lien recorded against the property other than a bona fide first mortgage or junior loan by the City constitutes a default. Presently,City staff have reviewed various options to assist in preserving the unit in the City’s affordable housing program.To take action to intervene to prevent the market rate sale of the unit,staff recommends executing the City’s right to purchase and taking title of the unit.Staff is requesting that the City Council authorize the use of Commercial Linkage Fee Funds (Fund 823)to purchase the unit.Once purchased,theCity of South San Francisco Printed on 9/5/2025Page 1 of 2 powered by Legistar™121 File #:25-941 Agenda Date:9/10/2025 Version:1 Item #:11. authorize the use of Commercial Linkage Fee Funds (Fund 823)to purchase the unit.Once purchased,the property will be placed back on the market with Council having the authority to market to the affordability level of their choice. The City’s estimated cost for acquisition is approximately $787,600. The City sent a letter to the property owner on August 29,2025,notifying them of a default and that liens must be cured within ten days.Staff will assess next steps if the owner once again cures the default.If a cure is not completed,executing the City’s purchasing right of this unit and preserving its status as the BMR program assists in preserving affordable housing within the City.The loss of BMR units decreases the amount of affordable housing opportunities for low- and moderate-income residents. FISCAL IMPACT The Commercial Linkage Fee Fund (Fund 823)has sufficient funds for this transaction with an available cash balance of $15.1 million.This Fund will be used to pay all costs related to the preservation and resale of the subject property,which includes acquisition of the property and HOA fees.The proceeds from the resale will be replenished into Fund 823. CONCLUSION Staff recommends that the City Council approve Budget Amendment Number 26.019 and authorize the City’s acquisition of a Below Market Rate (BMR)housing unit located at 2230 Gellert Boulevard,Unit 3303 (APN 104-540-230), utilizing the City’s Commercial Linkage Fee Fund (Fund 823). City of South San Francisco Printed on 9/5/2025Page 2 of 2 powered by Legistar™122 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-942 Agenda Date:9/10/2025 Version:1 Item #:11a. Resolution approving Budget Amendment Number 26.019 and authorizing the City’s acquisition of a Below Market Rate (BMR) unit at 2230 Gellert Boulevard, Unit 3303 (APN 104-540-230). WHEREAS, the City’s Inclusionary Housing Ordinance (Municipal Code Chapter 20.380) creates Below Market Rate (BMR) housing within both ownership and rental developments; and WHEREAS, on August 8, 2025, the City received a Notice of Default and Election to Sell Under Property Association Lien for the BMR unit located at 2230 Gellert Boulevard, Unit 3303 (APN 104-540-230); and WHEREAS, the BMR unit is subject to a recorded Resale Restriction and Right of First Refusal Agreement, executed with the City (“Agreement”); and WHEREAS, in accordance with the Agreement, the City holds a right of first refusal to purchase the unit in the event of default, foreclosure, or sale, in order to preserve the unit within the City’s BMR program; and WHEREAS, in the instance the current owner has not cured the default status, City staff recommends exercising this right to acquire the property and preserve its affordability, using funds from the Commercial Linkage Fee Fund (Fund 823); and WHEREAS, once acquired, the City can determine the appropriate income level at which to market the unit for resale to a qualified BMR buyer. NOW, THEREFORE, BE IT RESOLVED by the City of South San Francisco that it hereby: 1.Authorizes the City Manager or their designee to exercise the City’s option to acquire the BMR unit. 2.Approves Budget Amendment Number 26.019, authorizing the allocation of $787,600 in the City’s Commercial Linkage Fee Fund (Fund 823) for the acquisition of a BMR unit located at 2230 Gellert Boulevard, Unit 3303 (APN 104-540-230). 3.Authorizes the City Manager, or their designee, to take all necessary steps to execute the City’s right of first refusal and acquire the title to the property, including execution of all related purchase documents, or appropriate action to carry out and implement the intent of this Resolution, subject to approval as to form by the City Attorney. ***** City of South San Francisco Printed on 9/11/2025Page 1 of 1 powered by Legistar™123 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-938 Agenda Date:9/10/2025 Version:1 Item #:12. Report regarding a second reading and adoption of an Ordinance adopting a Development Agreement to extend approved entitlements to construct a new Office/R&D Campus and multi-family residential building at 180 El Camino Real in the Planned Development (PD)Zoning District for a period of ten (10)years in exchange for payment of Community Benefit Monetary Contribution obligations in accordance with Title 19 and 20 of the South San Francisco Municipal Code.(Billy Gross, Principal Planner) RECOMMENDATION Staff recommends that the City Council take the following actions: 1.Adopt an ordinance finding that the Development Agreement is in compliance with CEQA and approving the Development Agreement, and waive further reading. BACKGROUND/DISCUSSION The City Council previously waived reading and introduced the following ordinance.The ordinance is now ready for adoption. Ordinance adopting a Development Agreement to extend approved entitlements to construct a new Office/R&D Campus and multi-family residential building at 180 El Camino Real in the Planned Development (PD)Zoning District for a period of ten (10)years in exchange for payment of Community Benefit Monetary Contribution obligations in accordance with Title 19 and 20 of the South San Francisco Municipal Code. (Ordinance Introduced on August 27, 2025, Vote 5-0) ASSOCIATIONS 1.Development Agreement Ordinance (25-939) A.Exhibit A: Development Agreement City of South San Francisco Printed on 9/5/2025Page 1 of 1 powered by Legistar™124 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-939 Agenda Date:9/10/2025 Version:1 Item #:12a. Ordinance adopting a Development Agreement to extend approved entitlements to construct a new Office/R&D Campus and multi-family residential building at 180 El Camino Real in the Planned Development (PD)Zoning District for a period of ten (10)years in exchange for payment of Community Benefit Monetary Contribution obligations in accordance with Title 19 and 20 of the South San Francisco Municipal Code. WHEREAS,the applicant received entitlements approval (P21-0126)by the City Council on September 14, 2022,to subdivide the property to create a total of three parcels,construct one new residential building containing 183 residential units,three Office/R&D buildings totaling approximately 750,000 square feet, ancillary uses and associated parking at 180 El Camino Real (APN 014-183-110),(collectively referred to as “Project”); and WHEREAS,approval of the applicant’s proposal was considered a project for purposes of the California Environmental Quality Act, Pub. Resources Code §21000, et seq. (“CEQA”); and WHEREAS,the City filed a Notice of Determination on September 16,2022,determining that the 2022 Addendum to the 2009 Environmental Impact Report (State Clearinghouse No.2009062070)(“2022 Addendum”)was the appropriate document and that the project would not have a significant effect on the environment; and WHEREAS,the applicant now seeks approval of a Development Agreement (DA25-0001)for the Project to extend entitlement approval for a period of ten (10) years; and WHEREAS,in exchange for the term extension,the applicant will make up to three (3)payments of their Community Benefit Monetary Contribution obligations; and WHEREAS,the time extension allowed through the Development Agreement will not cause a new environmental impact not already evaluated/mitigated.Therefore,the 2022 Addendum is still the appropriate and accurate document that reflects the independent judgment and analysis of the City in relation to the Project’s environmental impacts,and the 2022 Addendum satisfies the requirements of the California Environmental Quality Act and no further environmental review is necessary; and WHEREAS,on August 21,2025,the Planning Commission for the City of South San Francisco held a lawfully noticed public hearing,at which time interested parties had the opportunity to be heard,to consider the Development Agreement,as well as supporting documents,at the conclusion of which,the Planning Commission recommended that the City Council find that the previously adopted 2022 Addendum remains City of South San Francisco Printed on 9/11/2025Page 1 of 4 powered by Legistar™125 File #:25-939 Agenda Date:9/10/2025 Version:1 Item #:12a. Commission recommended that the City Council find that the previously adopted 2022 Addendum remains accurate and approve the Development Agreement; and WHEREAS,the City Council held a duly noticed public hearing on August 27,2025,to consider the 2022 Addendum and Development Agreement and take public testimony. NOW,THEREFORE,BE IT RESOLVED that based on the entirety of the record before it,which includes without limitation,the California Environmental Quality Act,Public Resources Code §21000,et seq. (“CEQA”)and the CEQA Guidelines,14 California Code of Regulations §15000,et seq.;the 2009 South San Francisco General Plan (“2009 General Plan”);the South San Francisco General Plan and General Plan EIR; the South San Francisco Municipal Code;the Project applications;the draft Development Agreement;the 2009 South El Camino General Plan Amendment EIR and Statement of Overriding Considerations;the 2022 Addendum to the 2009 EIR;all site plans,and all reports,minutes,and public testimony submitted as part of the Planning Commission’s duly noticed August 10,2022 meeting;all site plans,and all reports,minutes,and public testimony submitted as part of the City Council’s duly noticed September 14,2022 meeting;all site plans,and all reports,minutes,and public testimony submitted as part of the Planning Commission’s duly noticed August 21,2025 meeting;all site plans,and all reports,minutes,and public testimony submitted as part of the City Council’s duly noticed August 27,2025 meeting;and any other evidence (within the meaning of Public Resources Code §21080(e)and §21082.2),the Cit Council of the City of South San Francisco hereby finds as follows: SECTION 1.FINDINGS General 1.The foregoing recitals are true and correct and made a part of this Ordinance. 2.The Exhibit attached to this Ordinance,the draft Development Agreement (Exhibit A),is incorporated by reference and made a part of this Ordinance, as if set forth fully herein. 3.The documents and other material constituting the record for these proceedings are located at the Planning Division for the City of South San Francisco,315 Maple Avenue,South San Francisco,CA 94080, and in the custody of the Chief Planner. Development Agreement (DA25-0001) 1.The draft Development Agreement is consistent with the objectives,policies,general land uses and programs specified in the General Plan and the 2009 General Plan,and any applicable specific plan as it conforms to all governing land use requirements and would only extend the duration of project entitlements to ten (10) years; 2.The draft Development Agreement is compatible with the uses authorized in,and the regulations prescribed for the land use district in which the real property is located and would only extend the City of South San Francisco Printed on 9/11/2025Page 2 of 4 powered by Legistar™126 File #:25-939 Agenda Date:9/10/2025 Version:1 Item #:12a. prescribed for the land use district in which the real property is located and would only extend the duration of project entitlements for ten (10) years; 3.The draft Development Agreement is in conformity with public convenience,general welfare,and good land use practice given the extended term for the entitlements proposed in the draft Development Agreement and will allow the City to absorb new development over a longer period with fewer temporary impacts related to new construction; 4.The draft Development Agreement will not be detrimental to the health,safety,and general welfare given the extended term for the entitlements proposed in the draft Development Agreement and will allow the City to absorb new development over a longer period with fewer temporary impacts related to new construction; 5.The draft Development Agreement will not adversely affect the orderly development of property or the preservation of property values and instead will contribute to a paced development and orderly transition from industrial use to an Office/R&D campus. SECTION 2.APPROVAL OF DEVELOPMENT AGREEMENT 1.The City Council of the City of South San Francisco hereby approves the Development Agreement with 180 El Camino Real Owner, LLC attached hereto as Exhibit A and incorporated herein by reference. 2.The City Council further authorizes the City Manager to execute the Development Agreement,on behalf of the City,in substantially the form attached as Exhibit A,and to make revisions,corrections, and minor modifications to such Agreement,subject to the approval of the City Attorney,which do not materially alter or substantially increase the City’s obligations thereunder. SECTION 3.SEVERABILITY If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid or unconstitutional,the remainder of this Ordinance,including the application of such part or provision to other persons or circumstances shall not be affected thereby and shall continue in full force and effect.To this end, provisions of this Ordinance are severable.The City Council of the City of South San Francisco hereby declares that it would have passed each section,subsection,subdivision,paragraph,sentence,clause,or phrase hereof irrespective of the fact that any one or more sections,subsections,subdivisions,paragraphs,sentences, clauses, or phrases be held unconstitutional, invalid, or unenforceable. SECTION 4.PUBLICATION AND EFFECTIVE DATE Pursuant to the provisions of Government Code Section 36933,a summary of this Ordinance shall be prepared City of South San Francisco Printed on 9/11/2025Page 3 of 4 powered by Legistar™127 File #:25-939 Agenda Date:9/10/2025 Version:1 Item #:12a. Pursuant to the provisions of Government Code Section 36933,a summary of this Ordinance shall be prepared by the City Attorney.At least five (5)days prior to the City Council meeting at which this Ordinance is scheduled to be adopted,the City Clerk shall (1)publish the Summary,and (2)post in the City Clerk’s Office a certified copy of this Ordinance.Within fifteen (15)days after the adoption of this Ordinance,the City Clerk shall (1)publish the summary,and (2)post in the City Clerk’s Office a certified copy of the full text of this Ordinance along with the names of those City Council members voting for and against this Ordinance or otherwise voting. This Ordinance shall become effective thirty (30) days from and after its adoption. Introduced at a regular meeting of the City Council of the City of South San Francisco held the 27th day of August 2025. City of South San Francisco Printed on 9/11/2025Page 4 of 4 powered by Legistar™128 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City Clerk City of South San Francisco P.O. Box 711 South San Francisco, CA 94083 ______________________________________________________________________________ (Space Above This Line Reserved For Recorder’s Use) This instrument is exempt from recording fees pursuant to Government Code section 27383. Documentary Transfer Tax is $0.00 (exempt per Revenue & Taxation Code section 11922, Transfer to Municipality). DEVELOPMENT AGREEMENT BY AND BETWEEN CITY OF SOUTH SAN FRANCISCO AND 180 EL CAMINO REAL OWNER, LLC (180 El Camino Real Project) SOUTH SAN FRANCISCO, CALIFORNIA ADOPTED BY ORDINANCE NO. ______________ OF THE CITY OF SOUTH SAN FRANCISCO CITY COUNCIL Effective Date: __________________, 2025 129 i Table of Contents Page ARTICLE 1 DEFINITIONS ............................................................................................................3 ARTICLE 2 EFFECTIVE DATE AND TERM ..............................................................................5 2.1 Effective Date ..........................................................................................................6 2.2 Term .........................................................................................................................6 ARTICLE 3 OBLIGATIONS OF DEVELOPER ...........................................................................6 3.1 Obligations of Developer Generally ........................................................................6 3.2 City Processing Fees and Development Fees ..........................................................6 3.3 Community Benefits Monetary Contribution Pre-Payment ....................................7 3.4 Other Developer Commitments ...............................................................................8 ARTICLE 4 OBLIGATIONS OF CITY .........................................................................................9 4.1 Obligations of City Generally ..................................................................................9 4.2 Protection of Vested Rights .....................................................................................9 4.3 Availability of Public Services ................................................................................9 4.4 Developer’s Right to Rebuild ..................................................................................9 4.5 Project Coordination and Expedited Processing ......................................................9 4.6 Estoppel Certificates ..............................................................................................10 ARTICLE 5 COOPERATION – IMPLEMENTATION ...............................................................10 5.1 Processing Application for Subsequent Approvals................................................10 5.2 Timely Submittals By Developer...........................................................................10 5.3 Timely Processing By City ....................................................................................10 5.4 Other Government Permits ....................................................................................11 5.5 Assessment Districts or Other Funding Mechanisms ............................................11 ARTICLE 6 STANDARDS, LAWS AND PROCEDURES GOVERNING THE PROJECT ...............................................................................................................11 6.1 Vested Right to Develop ........................................................................................11 6.2 Permitted Uses Vested by This Agreement ...........................................................12 6.3 Applicable Law ......................................................................................................12 6.4 Uniform Codes .......................................................................................................12 6.5 No Conflicting Enactments ....................................................................................12 6.6 Initiatives and Referenda; Other City Actions Related to Project .........................13 130 ii 6.7 New Taxes .............................................................................................................14 6.8 Assessments ...........................................................................................................14 6.9 Vote on Future Taxes, Assessments, and Fees ......................................................14 6.10 Environmental Review and Mitigation ..................................................................14 6.11 Future Legislative Actions .....................................................................................15 6.12 Life of Subdivision Maps, Development Approvals, and Permits ........................16 6.13 State and Federal Law ............................................................................................16 6.14 Timing and Review of Project Construction and Completion ...............................16 ARTICLE 7 AMENDMENT .........................................................................................................17 7.1 Project Amendments ..............................................................................................17 7.2 Amendment of this Agreement ..............................................................................18 ARTICLE 8 ASSIGNMENT AND TRANSFER ..........................................................................19 8.1 Assignment and Transfer .......................................................................................19 ARTICLE 9 COOPERATION IN THE EVENT OF LEGAL CHALLENGE .............................19 9.1 Cooperation ............................................................................................................20 9.2 Reapproval .............................................................................................................20 ARTICLE 10 DEFAULT; REMEDIES; TERMINATION ..........................................................21 10.1 Defaults ..................................................................................................................21 10.2 Termination ............................................................................................................21 10.3 Enforced Delay; Extension of Time of Performance .............................................21 10.4 Legal Action...........................................................................................................22 10.5 Periodic Review .....................................................................................................22 10.6 California Law .......................................................................................................23 10.7 Resolution of Disputes ...........................................................................................24 10.8 Attorneys’ Fees ......................................................................................................24 10.9 Hold Harmless .......................................................................................................24 ARTICLE 11 MISCELLANEOUS ...............................................................................................24 11.1 Incorporation of Recitals and Introductory Paragraph ...........................................24 11.2 No Agency .............................................................................................................24 11.3 Enforceability .........................................................................................................25 11.4 Severability ............................................................................................................25 11.5 Other Necessary Acts and City Approvals ............................................................25 11.6 Construction ...........................................................................................................25 131 iii 11.7 Other Miscellaneous Terms ...................................................................................26 11.8 Covenants Running with the Land .........................................................................26 11.9 Notices ...................................................................................................................26 11.10 Mortgagee Protection .............................................................................................27 11.11 Entire Agreement, Counterparts And Exhibits ......................................................28 11.12 No Third Party Beneficiaries .................................................................................28 11.13 Recordation Of Development Agreement .............................................................28 Exhibit A – Description and Diagram of Project Site Exhibit B – List of Project Approvals Exhibit C – City Fees, Exactions, and Payments Exhibit D – Sustainability Features Exhibit E – Applicable Laws Exhibit F – Form of Assignment and Assumption Agreement 132 1 DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT (“Agreement”) is entered into as of ________________, 2025 (“Effective Date”) by and between 180 US El Camino Real Owner, LLC, a Delaware limited liability company (“Developer”), and the City of South San Francisco, a municipal corporation (“City”), pursuant to California Government Code (“Government Code”) sections 65864 et seq. Developer and City are sometimes referred to herein as individually a “Party” and collectively, “Parties.” RECITALS (a) To strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California enacted California Government Code sections 65864 et seq., which authorizes City to enter into an agreement with any person having a legal or equitable interest in real property for the development of such property. (b) Pursuant to Government Code section 65865, City has adopted procedures and requirements for the consideration of development agreements (South San Francisco Municipal Code (“SSFMC”) Chapter 19.60). This Agreement has been processed, considered, and executed in accordance with such procedures and requirements. (c) The Developer owns fee title to and proposes to redevelop the approximately 11.214-acre real property depicted and legally described on Exhibit A (“Project Site”) with the 180 El Camino Real Project, which would include the subdivision of the Project Site to create a total of three parcels, construction of one new residential building containing up to 183 residential units, three new office/research and development (“R&D”) buildings totaling up to approximately 750,000 gross square feet (“gsf”), ancillary uses, associated parking and related infrastructure and landscaping all as further defined in the Project Approvals (defined in Recital K, below) (the “Project”). (d) The terms and conditions of this Agreement have undergone extensive review by Developer and City and have been found to be fair, just, and reasonable. (e) The City believes that the best interests of the citizens of the City of South San Francisco and the public health, safety, and welfare will be served by entering into this Agreement. (f) This Agreement and the Project will be consistent with the General Plan (the “General Plan”) and the South San Francisco Municipal Code (“SSFMC”) applicable and in effect at the time the Project (defined below) achieved application completeness. (g) Development (as defined in Article 1 of this Agreement) of the Project Site with the Project in accordance with the terms of this Agreement will provide substantial benefits to and will further important policies and goals of City. This Agreement will, among other things, benefit the City by (1) advancing the City’s economic development goals of enhancing the competitiveness of the local economy and maintaining a strong and diverse revenue and job base, (2) creating a state-of-the art commercial campus development to advance General Plan objectives for the area, (3) supporting the City’s achievement of goals related to its climate action plan 133 2 through incorporation of environmentally sensitive design and equipment, energy conservation features, water conservation measures, and other sustainability features, (5) generating construction-related benefits, including employment, economic and fiscal benefits related to new construction, (6) providing substantial community benefits, and (7) generating fiscal benefits and substantial infrastructure improvements to the City and San Mateo County due to community benefits, taxes and other revenue sources from operations. (h) In exchange for the benefits to City described in the preceding Recital, together with the other public benefits that will result from the Development of the Project, Developer will receive by this Agreement assurance that it may proceed with the Project i n accordance with Applicable Law (as defined in Article 1 of this Agreement), and therefore desires to enter into this Agreement. (i) This Agreement will eliminate uncertainty in planning and budgeting and provide for the orderly Development of the Project to allow construction over time in response to market cycles, facilitate progressive installation of necessary improvements, provide for public services appropriate to the Development of the Project on the Project Site, and generally serve the purposes for which development agreements under section 65864, et seq. of the California Government Code are intended. (j) On September 14, 2022, after a duly noticed public hearings before the City of South San Francisco Planning Commission (“Planning Commission”) and the City of South San Francisco City Council (“City Council”), by Resolution No. 22-721 , the City Council approved an Addendum for the Project to the 2009 General Plan Environmental Impact Report (“EIR”) finding that in accordance with the California Environmental Quality Act (Public Resources Code §§ 2100 et seq. (“CEQA”) and the CEQA Guidelines (California Code of Regulations, Title 14, §§ 15000 et seq.) section 15164, the Project is consistent with the development density established by the 2009 General Plan for which the 2009 General Plan EIR was certified and thus, the Project does not require additional environmental review, except the analysis contained in the Project’s environmental document, which examined all potential project-specific environmental effects which are peculiar to the Project and the Project Site and adopted a Mitigation, Reporting and Monitoring Plan for the Project (“MMRP”). (k) On September 14, 2022, after a duly noticed public hearings before both the Planning Commission and City Council, the City Council also duly adopted the following resolutions 22-722 and 22-723 granting certain land use entitlements for Development of the Project, subject to applicable conditions of approval: • Conditional Use Permit (UP21-0013), • Design Review (DR21-0045), • Transportation Demand Management Plan (TDM21-0012) (“TDM Plan”), • Tentative Parcel Map (PM21-0003), and 134 3 • Overrule of San Mateo County Association of Governments (C/CAG) Airport Land Use Commission determination of inconsistency with respect to Noise Policies for the proposed residential portion of the Project. The entitlements described in this Recital K, and listed on Exhibit B, are collectively referred to herein as the “Project Approvals.” (l) The Project has been designed to fulfill the Development vision of the Project Approvals consistent with the City’s land use policies and regulations in effect as of the date of the Project Approvals, and to secure Developer’s ability to achieve the Develo pment potential of the Project Site at an appropriate level of growth. (m) On _______, 2025 after duly noticed public hearing, the City Council adopted Ordinance No. [XXXX] introducing, approving and authorizing the execution of this Agreement and thereafter in adopting Ordinance No. [_] (the “Enabling Ordinance”) on [DATE], the City Council found that this Agreement is consistent with the 2009 General Plan (“2009 General Plan”) and Title 20 of the SSFMC (“2022 Zoning Code”) in effect as of the Project Complete Application Date (defined below) and has followed all necessary proceedings in accordance with the City’s rules and regulations for the approval of this Agreement. The Enabling Ordinance was effective thirty (30) days later on [DATE]. AGREEMENT NOW, THEREFORE, the Parties, pursuant to the authority contained in Government Code sections 65864 through 65869.5 and Chapter 19.60 of the South San Francisco Municipal Code in effect on the Effective Date and in consideration of the mutual covenants and agreements contained herein, agree as follows: ARTICLE 1 DEFINITIONS “Administrative Agreement Amendment” shall have that meaning set forth in Section 7.2 of this Agreement. “Administrative Project Amendment” shall have that meaning set forth in Section 7.1 of this Agreement. “Affiliate” shall have that meaning set forth in Section 8.1 of this Agreement. “Agreement” shall mean this Development Agreement. “Applicable Law” shall have that meaning set forth in Section 6.3 of this Agreement. “CEQA” shall have that meaning set forth in Recital J of this Agreement. “City” shall mean the City of South San Francisco. “City Council” shall have that meaning set forth in Recital J of this Agreement. 135 4 “City Law” shall have that meaning set forth in Section 6.5 of this Agreement. “Control,” “controlled,” and “controlling” shall have that meaning set forth in Section 8.1 of this Agreement. “Default” shall have the meaning set forth in Section 10.1 of this Agreement. “Deficiencies” shall have that meaning set forth in Section 9.2 of this Agreement. “Developer” shall have the meaning set forth in the introductory paragraph. “Development” or “Develop” shall mean the division or subdivision of land into one or more parcels; the construction, reconstruction, conversion, structural alteration, relocation, improvement, maintenance, or enlargement of any structure; any excavation, fill, grading, landfill, or land disturbance; the construction of specified road, path, trail, transportation, water, sewer, electric, communications, and wastewater infrastructure directly related to the Project whether located within or outside the Project Site; the installation of landscaping and other facilities and improvements necessary or appropriate for the Project; and any use or extension of the use of land. “Development Fees” shall have that meaning set forth in Section 3.2 of this Agreement. “Direct Community Benefits” shall have that meaning set forth in Section 3.3 of this Agreement. “Effective Date” shall have that meaning set forth in Section 2.1 to this Agreement. “Enabling Ordinance” shall have the meaning set forth in Recital M of this Agreement. “Force Majeure Delay” shall have that meaning set forth in Section 10.3 of this Agreement. “GDP” shall have that meaning set forth in Section 10.3 of this Agreement. “2009 General Plan” shall have that meaning set forth in Recital O of this Agreement. “Government Code” shall have the meaning set forth in the introductory paragraph. “Judgment” shall have that meaning set forth in Section 9.2 of this Agreement. “Legal Challenge” shall have that meaning set forth in Section 9.1 of this Agreement. “Mortgage” shall have that meaning set forth in Section 11.10 of this Agreement. “Mortgagee” shall mean the beneficiary of any Mortgage. “MMRP” shall have that meaning set forth in Recital K of this Agreement. “Notice of Force Majeure Delay” shall have the meaning set forth in Section 10.3 of this Agreement. 136 5 “Party” and/or “Parties” shall have the meaning set forth in the introductory paragraph. “Periodic Review” shall have that meaning set forth in Section 10.5 of this Agreement. “Planning Commission” shall have that meaning set forth in Recital K of this Agreement. “Project” shall mean the Development on the Project Site as contemplated by the Project Approvals and, as, when, and if they are issued, the Subsequent Approvals, including, without limitation, the permitted uses, density and intensity of uses, and maximum size and height of buildings specified in the Project Approvals and Subsequent Approvals may be further defined or modified pursuant to the provisions of this Agreement. “Project Approvals” shall have that meaning set forth in Recital M of this Agreement. “Project Complete Application Date” shall have that meaning set forth in Section 3.2(b) of this Agreement. “Project Site” shall have that meaning set forth in Recital C of this Agreement. “Severe Economic Recession” shall have that meaning set forth in Section 10.3 of this Agreement. “SOV” shall have that meaning set forth in Section 3.4 of this Agreement. “SSFMC” shall have the meaning set forth in Recital B of this Agreement. “Subsequent Approvals” shall mean those certain other land use approvals, entitlements, and permits other than the Project Approvals that are necessary or desirable for the Project. In particular, for example and without limitation, the Parties contemplate that Developer may, at its election, seek approvals for the following: amendments of the Project Approvals; improvement agreements; grading permits; demolition permits; building permits; lot line adjustments; sewer, water, and utility connection permits; certificates of occupancy; subdivision map approvals; parcel map approvals; resubdivisions; zoning and rezoning approvals; conditional use permits; minor use permits; sign permits; any subsequent approvals required by other state or federal entities for Development and implementation of the project that are sought or agreed to in writing by Developer; and any amendments to, or repealing of, any of the foregoing. “TDM Plan” shall have that meaning set forth in Recital K of this Agreement. “Term” shall have that meaning set forth in Section 2.2 of this Agreement. To the extent that any defined terms contained in this Agreement are not defined above, then such terms shall have the meaning otherwise ascribed to them elsewhere in this Agreement, or if not in this Agreement, then by controlling law, including the SSFMC. ARTICLE 2 EFFECTIVE DATE AND TERM 137 6 2.1 Effective Date. This Agreement is effective as of the date of the Enabling Ordinance defined in Recital M is effective (“Effective Date”) and the Effective Date shall be inserted on the cover page prior to recordation. 2.2 Term. The term of this Agreement shall commence upon the Effective Date and continue (unless this Agreement is otherwise terminated or extended as provided in this Agreement) until ten years plus one (1) day after the Effective Date (“Term”); as such Term may be extended by Force Majeure Delay pursuant to Section 10.3, or mutual, written agreement of the Parties pursuant to Section 7.2(b). ARTICLE 3 OBLIGATIONS OF DEVELOPER 3.1 Obligations of Developer Generally. The Parties acknowledge and agree that City’s agreement to perform and abide by the covenants and obligations of City set forth in this Agreement is a material consideration for Developer’s agreement to perform and abide by its long-term covenants and obligations, as set forth herein. The Parties acknowledge that many of Developer’s long-term obligations set forth in this Agreement are in addition to Developer’s agreement to perform all the applicable mitigation measures required by CEQA. Failure by Developer to make any of the payments or provide the community benefits called for in this Article 3 at the times and in the amounts specified shall constitute a default by Developer subject to the provisions of Article 10 of this Agreement. 3.2 City Processing Fees and Development Fees. (a) Processing Fees. Developer shall pay those processing, building permit, inspection and plan checking fees and charges required by City for processing applications and requests for Subsequent Approvals under the applicable regulations in effect at the time such applications and requests are submitted to City. (b) Development Fees. Consistent with the terms of the Agreement, City shall have the right to impose only such categories of development fees (“Development Fees”) as had been adopted by City and in effect as of the date the Project’s development application was determined to be complete (i.e. April 1, 2022) (“Project Complete Application Date”), as set forth in Exhibit C. No new development impact fees shall apply to the Project for the Term of this Agreement. The Development Fees shall be paid at the rates in effect at the time of payment. Development Fees shall be paid at the time set forth in Exhibit C except as otherwise provided in Article 3 of this Agreement. This Section 3.2(b) shall not prohibit City from imposing on Developer any fee or obligation that is imposed by a regional agency or the State of California in accordance with state or federal obligations and required to be implemented by City, unless and to the extent such obligation permits the City to not apply such fee or obligation to projects that are subject to vesting pursuant to a development agreement. 138 7 3.3 Community Benefits Monetary Contribution Pre-Payment. In exchange for the City’s commitments, Approvals, and concessions provided for in this Agreement, Developer shall pre- pay its “Community Benefits Monetary Contribution” in the amount of $2,400,000 at the times and in the amounts listed in this Section 3.3. As part of its Project Approvals approved on September 14, 2022 and described in Recital K, the City imposed and Developer agreed to make the aforementioned Community Benefits Monetary Contribution pursuant to Condition of Approval Number 47 of the Resolution No. 22-273, which required payment upon issuance of building permit. The Community Benefits Monetary Contribution payments specified in this Section 3.3 satisfy Developer’s obligations pursuant to SSFMC Section 20.395.003.A.2 requiring that developers enter into Community Benefits Agreements in exchange for FAR increases between 1.0 and 2.5. Pursuant to this Agreement, the City, in its sole discretion, may allocate and spend the Community Benefits Monetary Contribution for any authorized governmental purpose. i. Upon the first (1st) anniversary of the Effective Date, Developer shall make an initial payment of Four Hundred Eighty Thousand Dollars ($480,000) towards the Community Benefits Monetary Contribution applicable to Project, (the “Initial Payment”); ii. Upon the third (3rd) anniversary of the Effective Date, Developer shall make an additional payment of Four Hundred Eighty Thousand Dollars ($480,000) towards the Community Benefits Monetary Contribution applicable to Project (the “Second Payment”); and iii. Upon the fifth (5th) anniversary of the Effective Date, Developer shall make an additional payment of Seven Hundred and Twenty Thousand Dollars ($720,000) towards the Community Benefits Monetary Contribution applicable to Project (the “Third Payment”). iv. In lieu of paying the Third Payment as of the fifth (5th) anniversary date, Developer may elect to provide written notice to the City of its desire to terminate this Agreement. v. Developer shall pay the remaining portion of the Community Benefits Monetary Contribution (the “Final Payment”) at the time of issuance of the first building permit after the 5th anniversary of the Effective Date as adjusted by the percentage increase in the CPI from the Effective Date. For illustrative purposes, as of the Effective Date, the estimated amount of the Final Payment, before adjusted for the applicable increase in CPI, is Seven Hundred Twenty Thousand Dollars ($720,000). vi. For any Payment made by Developer, Developer shall provide written confirmation of payment to the City which identifies the obligation and the portion of the Community Benefits Monetary Contribution that is being paid. vii. The obligation to satisfy the Community Benefits Monetary Contribution, or the right to receive credit for prior Payments, or any portion thereof, may 139 8 be assigned in connection with any assignment and assumption of rights under Article 8 of this Agreement. viii. If Developer does not provide any Payment when due, City will provide notice to Developer of its failure to pay and afford an opportunity for Developer to cure by submitting payment within ten (10) business days from receipt of such notice. Failure by the City to provide such notice shall not be deemed as a waiver of the requirement to make any Payments. ix. Once paid, no Payment of the Community Benefits Monetary Contribution is refundable in the event Developer does not pursue development of the Project or elects to terminate this Agreement as of the fifth (5th) anniversary of the Effective Date. 3.4 Other Developer Commitments. a. Transportation Demand Management Plan. Developer shall implement the TDM Plan approved by the City as described in Recital K to reduce the Project-related single occupancy vehicle (“SOV”) trips and to encourage the use of public transit and alternate modes of transportation. The TDM Plan is designed to ensure that a minimum of forty percent (40%) of mode shift from single occupancy vehicle trips shall be achieved and maintained, and shall be implemented through one or more individual TDM plans. Developer shall comply with all annual reporting obligations associated with the TDM Plan as outlined in SSFMC § 20.400.006. b. Public Open Space. Developer shall provide publicly accessible open space on the Project Site, substantially in the size and in the locations provided in the Project Approvals, and improved with active and passive recreation amenities, as provided in the Project Approvals. Nothing in this Agreement shall prohibit Developer from enacting reasonable rules and regulations for the usage of such open space, including regulations related to hours of operation, security, and conduct within such open space. The City and Developer will meet and confer in good faith to review requests to accommodate specific security needs, specialized employee amenities and/or exclusive tenant use areas or times that are requested for the tenant’s commercially reasonable business needs while ensuring appropriate public access. c. Sustainability Commitments. Developer shall implement the sustainability features identified in the Project Approvals. For ease of reference only, a list of these sustainability features is attached as Exhibit E. d. Mitigation Measures. Developer shall comply with the mitigation measures identified and approved in accordance with CEQA or other law as identified and as set forth in the MMRP. 140 9 e. Utility Relocation and Replacement. Developer, at is sole cost, shall be responsible for all on-site work to relocate and upgrade required utilities and infrastructure required by the Project Approvals. As each phase of utilities infrastructure is built, it is anticipated that the constructed public infrastructure will be dedicated to and accepted by the City, as set forth in the Project Approvals. ARTICLE 4 OBLIGATIONS OF CITY 4.1 Obligations of City Generally. The Parties acknowledge and agree that Developer’s agreement to perform and abide by its covenants and obligations set forth in this Agreement, including Developer’s decision to site the Project in the City, is a material consideration for City’s agreement to perform and abide by the long-term covenants and obligations of City, as set forth herein. 4.2 Protection of Vested Rights. City acknowledges that the vested rights provided to Developer by this Agreement might prevent some City Law from applying to the Project Site or prevailing over all or any part of this Agreement. City further acknowledges that Developer’s vested rights to Develop the Project Site include the rights provided by the Project Approvals or the Subsequent Approvals, which may not be diminished by the enactment or adoption of City Law, except as provided in this Agreement. City shall cooperate with Developer and shall consider undertaking actions mutually agreed by the Parties as necessary to ensure that this Agreement remains in full force and effect. 4.3 Availability of Public Services. To the maximum extent permitted by law and consistent with its authority, City shall reasonably assist Developer in reserving such capacity for sewer and water services as may be necessary to serve the Project. 4.4 Developer’s Right to Rebuild. City agrees that, during the Term of this Agreement, Developer shall have the right to renovate or rebuild all or any part of the Project should it become necessary due to damage or destruction, or if any buildings become functionally outdated, within Developer’s sole discretion. Any such renovation or rebuilding shall be subject to the square footage and height limitations vested by this Agreement, and shall comply with the Project Approvals, the building codes existing at the time of such rebuilding or reconstruction, and the requirements of CEQA. 4.5 Project Coordination and Expedited Processing. City shall perform those obligations of City set forth in this Agreement, which the City acknowledges are essential for the Developer to perform its obligations in Article 3. City and Developer shall use good faith and diligent efforts to communicate, cooperate and coordinate with each other during Development of the Project. In addition, the City agrees to provide an expedited 141 10 plan check process for the approval of the Project’s improvement and building plans consistent with its existing practices for expedited plan checks. City will use reasonable efforts to provide such plan checks within three (3) weeks of Developer’s submittal that meets the requirements of Section 5.2. City acknowledges that the City’s timely processing of Subsequent Approvals and plan checks is essential to the successful and complete Development of the Project. 4.6 Estoppel Certificates. Developer may at any time, and from time to time, deliver to City notice requesting that City certify to Developer, a potential transferee pursuant to Article 8, a potential lender to Developer, or a Mortgagee in writing: (i) that this Agreement is in full force and effect and creates binding obligations on the Parties; (ii) that this Agreement has not been amended or modified, or if so amended or modified, identifying such amendments or modifications; (iii) that Developer is not in Default in the performance of its obligations under this Agreement, or if in Default, identifying the nature, extent and status of any such Default; and (iv) the findings of the City with respect to the most recent Periodic Review performed pursuant to Section 10.5 of this Agreement. The City Manager or his or her designee, acting on behalf of City, shall execute and return such certificate within thirty (30) calendar days after receipt of the request. ARTICLE 5 COOPERATION – IMPLEMENTATION 5.1 Processing Application for Subsequent Approvals. By approving the Project Approvals, City has made a final policy decision that the Project is in the best interests of the public health, safety and general welfare of the City. Accordingly, in considering any application for a Subsequent Approval, to the maximum extent permitted by law, City shall not use its discretionary authority to revisit, frustrate, or change the policy decisions or material terms reflected by the Project Approvals, or otherwise to prevent or delay Development of the Project. Instead, the Subsequent Approvals shall be deemed to be tools to implement those final policy decisions. 5.2 Timely Submittals By Developer. Developer acknowledges that City cannot process Subsequent Approvals until Developer submits applications and processes them in a complete and timely manner. Developer, as it submits applications for Subsequent Approvals, shall use its best efforts to (i) provide to City in a timely manner any and all documents, applications, plans, and other information necessary for City to carry out its obligations hereunder; and (ii) cause Developer’s planners, engineers, and all other consultants to provide responses to City requests for necessary documents, applications, plans and other necessary required materials as set forth in the Applicable Law in a timely and good faith manner appropriate to the context. 5.3 Timely Processing By City. Upon submission by Developer of all appropriate applications and processing fees for any Subsequent Approval, City shall, to the maximum extent permitted by law, promptly and diligently commence and complete all steps necessary to act on the Subsequent Approval application 142 11 including, without limitation: (i) providing at Developer’s expense and subject to Developer’s request and prior approval, reasonable overtime staff assistance and/or staff consultants for planning and processing of each Subsequent Approval application; (ii) if legally required, providing notice and holding public hearings; and (iii) acting on any such Subsequent Approval application. City shall ensure that adequate staff is available, and shall authorize overtime staff assistance as may be necessary, to timely process any such Subsequent Approval application. 5.4 Other Government Permits. At Developer’s sole discretion and in accordance with Developer’s construction schedule, Developer shall apply for such other permits and approvals as may be required by other governmental or quasi-governmental entities in connection with the Development of, or the provision of services to, the Project. City, at Developer’s expense, shall cooperate with Developer in its efforts to obtain such permits and approvals and shall, from time to time, at the request of Developer, use its reasonable efforts to assist Developer to ensure the timely availability of such permits and approvals. 5.5 Assessment Districts or Other Funding Mechanisms. a. Existing Fees. As set forth in Section 3.2, above, the Parties understand and agree that as of the Effective Date the fees, exactions, and payments listed in Exhibit C are the only City fees and exactions that apply to the Project. b. Application of Fees Imposed by Outside Agencies. City agrees to exempt Developer from any and all fees, including but not limited to, development impact fees, which other public agencies request City to impose at City’s discretion on the Project and/or Project Site after the Effective Date through the expiration of the Term. Notwithstanding the previous sentence, in the event that another public agency requests that City impose a fee, including a development impact fee on all new development and land use projects on a citywide (applicable Plan Area-wide) basis, then any such fee duly adopted by City shall apply to the Project, unless such request permits the City to exempt projects that are subject to vesting pursuant to a development agreement. This Section 5.5(b) shall not prohibit City from imposing on Developer any fee or obligation that is imposed by a regional agency in accordance with state or federal obligations implemented by City in cooperation with such regional agency, or that is imposed by the State of California, unless such fee or obligation permits the City to exempt projects that are subject to vesting pursuant to a development agreement. ARTICLE 6 STANDARDS, LAWS AND PROCEDURES GOVERNING THE PROJECT 6.1 Vested Right to Develop. Developer shall have a vested right to Develop the Project on the Project Site in accordance with the terms and conditions of this Agreement, the Project Approvals, the Subsequent Approvals (as, when, and if they are issued), and Applicable Law, provided, however, that this Agreement 143 12 shall not supersede, diminish, or impinge upon vested rights secured pursuant to other Applicable Laws, including without limitation, vested rights secured in connection with a vesting tentative subdivision map pursuant to the California Subdivision Map Act (Gov’t. Code §§ 66410 et seq.). Nothing in this section shall be deemed to eliminate or diminish the requirement of Developer to obtain any required Subsequent Approvals, or to eliminate or diminish Developer’s right to have its applications for any Subsequent Approval timely processed by City in accordance with this Agreement and Applicable Law. 6.2 Permitted Uses Vested by This Agreement. The vested permitted uses of the Project Site; the vested density and intensity of use of the Project Site; the vested maximum height, bulk, and size of proposed buildings; vested provisions for reservation or dedication of land for public purposes and the location of public improvements; the general location of public utilities; and other vested terms and conditions of Development applicable to the Project, shall be as set forth in the vested Project Approvals and, as and when they are issued (but not in limitation of any right to Development as set forth in the Project Approvals) the vested Subsequent Approvals. The vested permitted uses for the Project shall include those uses listed as “permitted” in the Project Approvals, as they may be amended from time to time in accordance with this Agreement. 6.3 Applicable Law. The rules, regulations, official policies, standards and specifications applicable to the Project (the “Applicable Law”) shall be those set forth in this Agreement and the Project Approvals, and, with respect to matters not addressed by this Agreement or the Project Approvals, those rules, regulations, official policies, standards and specifications (including City ordinances and resolutions) governing permitted uses, building locations, timing of construction, densities, design, heights, and fees in force and effect on the Effective Date of this Agreement. A list of Applicable Law is provided in Exhibit F. 6.4 Uniform Codes. City may apply to the Project Site, at any time during the Term, then current Uniform Building, Mechanical, Plumbing, Electrical, and Fire Code and other uniform construction codes, and City’s then current design and construction standards for road and storm drain facilities, provided any such uniform code or standard has been adopted and uniformly applied by City on a citywide basis and provided that no such code or standard is adopted for the purpose of preventing or otherwise limiting Development of all or any part of the Project. 6.5 No Conflicting Enactments. Developer’s vested right to Develop the Project shall not be diminished by City approval (whether by action of the City Council or by initiative, referendum or other means) of any ordinance, resolution, rule, regulation, or standard that has legal force and affect (each individually, a “City Law”) that is in conflict with Applicable Law or this Agreement or that reduces the rights or assurances provided by this Agreement. Without limiting the generality of the foregoing, any City Law shall be deemed to conflict with Applicable Law or this Agreement or reduce the Development rights provided hereby if it would accomplish any of the following 144 13 results, either by specific reference to the Project or as part of a general enactment which applies to or affects the Project: i. Change any land use designation or permitted use of either the Project or the Project Site, as applicable; ii. Prevent the availability of public utilities, services, or facilities, or any privileges or rights to public utilities, services, or facilities (for example, water rights, water connections or sewage capacity rights, sewer connections, etc.) for the Project, provided that Developer has complied with all applicable requirements for receiving or using public utilities, services, or facilities; iii. Prevent the location of buildings, structures, grading, or other improvements of the Project in a manner that is materially inconsistent with or materially more restrictive than the limitations included in the Project Approvals or the Subsequent Approvals (as and when they are issued); iv. Limit or control the rate, timing, phasing, or sequencing of the Development of all or any part of the Project in any manner; v. Result in Developer having to substantially delay Development of the Project or require the issuance of additional permits or approvals by City other than those required by Applicable Law; vi. Establish, enact, or impose against the Project or Project Site any fees, liens or other similar monetary obligations (including generating demolition permit fees, encroachment permit and grading permit fees) other than those specifically permitted by this Agreement or other connection fees imposed by third party utilities; vii. Impose against the Project any condition, dedication or other exaction not specifically authorized by Applicable Law; or viii. Limit the processing or procuring of applications and approvals of Subsequent Approvals. 6.6 Initiatives and Referenda; Other City Actions Related to Project. a. If any City Law is enacted or imposed by initiative or referendum, or by the City Council directly or indirectly in connection with any proposed initiative or referendum, which City Law would conflict with Applicable Law or this Agreement or reduce the Development rights provided by this Agreement, such Law shall only apply to the Project to the extent it would not diminish Developer's vested rights to Develop the Project. b. Except as authorized in Section 6.10, without limiting the generality of any of the foregoing, no moratorium or other limitation (whether relating to the 145 14 rate, timing, phasing or sequencing of Development) affecting subdivision maps, building permits or other entitlements to use that are approved or to be approved, issued or granted by the City shall diminish Developer’s vested rights to Develop the Project. c. To the maximum extent permitted by law, City shall cooperate with Developer and shall undertake such actions as may be necessary to ensure this Agreement remains in full force and effect. d. Developer reserves the right to challenge in court any City Law that would reduce the Development rights provided by this Agreement. 6.7 New Taxes. Any subsequently enacted City-wide taxes shall apply to the Project provided that the application of such taxes to the Project Site is prospective. Other than agreeing that Developer has no vested right against such new taxes, Developer does not waive its right to challenge the legality of any such taxes under the controlling law then in place. 6.8 Assessments. Nothing herein shall be construed to relieve the Project Site from assessments levied against it by City pursuant to any statutory procedure for the assessment of property to pay for infrastructure and/or services which benefit the Project Site. This Sect ion 6.8 does not waive either Developer’s right to challenge the legality of any such assessments, except as provided herein. 6.9 Vote on Future Taxes, Assessments, and Fees. In the event that any assessment, fee or charge which is applicable to the Project Site is subject to Article XIIIC or XIIID of the California Constitution and Developer does not return its ballot, Developer agrees, on behalf of itself and its successors, that City may count Developer’s ballot as affirmatively voting in favor of such tax, assessment, fee or charge. 6.10 Environmental Review and Mitigation. The Parties acknowledge and agree that the Project’s environmental document, the 2009 General Plan EIR and MMRP were intended to be used in connection with each of the Project Approvals and Subsequent Approvals needed for the Project. Consistent with the CEQA policies and requirements applicable to the Project’s environmental document and the Program EIR, City agrees to use the Project’s environmental document, Program EIR, and MMRP in connection with the processing of any Subsequent Approval to the maximum extent allowed by law and not to impose on the Project any mitigation measures other than those specifically imposed by the Project’s environmental document, Project Approvals, Program EIR, and MMRP, or specifically required by CEQA or other Applicable Law, except as provided for in this Section 6.7. Without limitation of the foregoing, the Parties acknowledge that Subsequent Approvals may be eligible for one or more statutory or categorical exemptions under CEQA. The Parties agree that this Agreement shall not limit or expand the operation or scope of CEQA, including Public Resources Code section 21166 and California Code of Regulations, title 14, section 15162, with respect to City’s consideration of any Subsequent Approval. Consistent with CEQA, a future, additional CEQA document may be prepared for any Subsequent Approval only to the extent required by 146 15 Public Resources Code section 21166 and California Code of Regulations, title 14, section 15162, unless otherwise requested in writing by Developer. Developer specifically acknowledges and agrees that, under Public Resources Code section 21166 and California Code of Regulations, title 14, section 15162, City as lead agency is responsible and retains sole discretion to determine whether an additional CEQA document must be prepared, which discretion City agrees it shall not exercise unreasonably or delay. 6.11 Future Legislative Actions. (a) In the event that, following the Effective Date, City revises, modifies, updates, or amends the land use designation(s) of the General Plan, that are applicable to the Project Site, or the zoning designation(s) applicable to the Project Site and in effect on the Effective Date, such updates or amendments shall not diminish Developer’s vested rights to Develop the Project or the Project Site, but no provision of this Agreement shall limit Developer’s right to apply for any land use entitlement(s) for the Project Site that are consistent with, or authorized by, such update(s) or amendment(s). Developer acknowledges, however, that the amended or updated policies identified in the immediately preceding sentence might include requirements for permitted development that would be in addition to any obligations of Developer under this Agreement, and that those additional requirements would apply to Developer if Developer applies for any land use entitlement(s) for the Project Site that are consistent with, or authorized by, any revision, modification, update, or amendment contemplated by this subsection (b) of Section 6.8 of this Agreement. No provision of this Agreement shall limit or restrain in any way Developer’s full participation in any and all public processes undertaken by City that are in any way related to revisions, modifications, amendments, or updates to the General Plan or the City of South San Francisco Municipal Code. Notwithstanding the foregoing, in the event that future legislative actions increase the allowable density or development capacities on the Project Site, any future development application seeking to utilize such increased density or capacity shall not be allowed to utilize any increased parking ratio authorized by this Agreement by-right. (b) Developer acknowledges that, if it applies for any land use entitlement(s) for the Project Site that are consistent with, or authorized by, any revision, modification, update, or amendment contemplated by this Agreement, and that would allow development of the Project Site in a manner that is inconsistent with, or not authorized by, the Project Approvals, then City may be required to conduct additional CEQA review with respect to such application in accordance with Section 6.10 of this Agreement, and, if such application is finally approved by City and becomes effective, such approval shall automatically be vested under this Agreement only to the extent such approval is consistent with, or authorized by, the Project Approvals. By way of example, if (following any required CEQA compliance) such effective approval were to authorize Development of a structure with a floor area ratio of 2.0, but the Project Approvals would only authorize Development of a structure with a floor area ratio of 1.0, then Developer would automatically have the vested right to Develop said structure with a floor area ratio of 1.0, and would automatically have the non-vested right to Develop that same structure with a floor area ratio of 2.0 (unless, following such approval, this Agreement is amended to vest Developer’s right to Develop such structure with a floor area ratio of 2.0). (c) City agrees that, if Developer applies for any land use entitlement(s) for the Project Site that are inconsistent with, or not authorized by, the Project Approvals, then: 147 16 i. such event shall not be a basis for amending or revisiting the terms of the Agreement, unless Developer also applies for an amendment of this Agreement pursuant to subsection (b) of Section 7.2 of this Agreement (i.e., a non-Administrative Agreement Amendment), and shall not be a basis for imposing new exactions, mitigation requirements, conditions of approval, or any other requirement of, or precondition to, Developer’s exercise of its Development rights vested under this Agreement; and ii. the only exactions, mitigation requirements, or conditions of approval City may impose on such land use entitlement shall be limited to those exactions, mitigation requirements, or conditions of approval authorized under federal, state, or local laws in effect at the time such application is deemed complete, and shall only be imposed with respect to those uses, densities, intensities, and other Development standards applicable to the Project Site that are inconsistent with, or not authorized by, the Project Approvals. 6.12 Life of Subdivision Maps, Development Approvals, and Permits. The term of any subdivision map or any other map, permit, rezoning, or other land use entitlement approved as a Project Approval or Subsequent Approval shall automatically be extended for the longer of the Term (including any extensions) or the term otherwise applicable to such Project Approval or Subsequent Approval if this Agreement is no longer in effect. The Term of this Agreement and the term of any subdivision map or other Project Approval or Subsequent Approval shall not include any period of time during which a Development moratorium (including, but not limited to, a water or sewer moratorium or water and sewer moratorium) or the actions of other public agencies that regulate land use, Development or the provision of services to the land, prevents, prohibits or delays the construction of the Project or a lawsuit involving any such Development approvals or permits is pending. 6.13 State and Federal Law. As provided in Government Code section 65869.5, this Agreement shall not preclude the application to the Project of changes in laws, regulations, plans or policies, to the extent that such changes are specifically mandated and required by changes in state or federal laws or regulations. Not in limitation of the foregoing, nothing in this Agreement shall preclude City from imposing on Developer any fee specifically mandated and required by state or federal laws and regulations (except as provided in Section 5.5(b)). In the event of any changes required by state or federal laws or regulations, the Developer and City shall meet and confer in good faith to determine what, if any, modifications to this Agreement and/or the Project Approvals would allow the Project and City to comply with such state or federal law or regulation while preserving to the maximum extent feasible the spirit and intent of the Parties in this Agreement and the Project Approvals. 6.14 Timing and Review of Project Construction and Completion. Except as expressly provided in the Project Approvals, Developer shall have the vested right to Develop the Project in such order, at such rate and at such times as the Developer deems appropriate in the exercise of its sole business judgment. In particular, and not in any limitation of 148 17 any of the foregoing, since the California Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37 Cal.3d 465 (1984), that the failure of the parties therein to consider, and expressly provide for, the timing of Development resulted in a later-adopted initiative restricting the timing of Development to prevail over such Parties’ agreement, it is the desire of the Parties hereto to avoid that result. The Parties acknowledge that, except as otherwise provided for in the Project Approvals, Developer shall have the vested right to Develop the Project on the Project Site in such order and at such rate and at such times as the Developer deems appropriate in the exercise of its business judgment. Nothing in this Agreement shall create any obligation for Developer to complete development of the Project, or any portion thereof, but if and when Developer commences construction, Developer must comply with any requirements of the Project Approvals, including Subsequent Project Approvals. ARTICLE 7 AMENDMENT 7.1 Project Amendments. To the extent permitted by state and federal law, any Project Approval or Subsequent Approval may, from time to time, be amended or modified in the following manner: a. Administrative Project Amendments. Upon the written request of Developer for an amendment or modification to a Project Approval or Subsequent Approval, City’s Chief Planner or his/her designee shall determine: (i) whether the requested amendment or modification is minor when considered in light of the Project as a whole; and (ii) whether the requested amendment or modification is consistent with this Agreement and Applicable Law. If the Chief Planner or his/her designee finds that the proposed amendment or modification is minor, consistent with this Agreement and Applicable Law, and will result in no new significant impacts not addressed and mitigated pursuant to Section 6.10, the amendment shall be determined to be an “Administrative Project Amendment” and the Chief Planner or his/her designee may, except to the extent otherwise required by law, approve the Administrative Project Amendment without notice and public hearing. Without limiting the generality of the foregoing, lot line adjustments, minor alterations in vehicle circulation patterns or vehicle access points, location of parking stalls on the site, number of required parking stalls if City development standards allow, substitutions of comparable landscaping for any landscaping shown on any final development plan or landscape plan, variations in the location of structures that do not substantially alter the design concepts of the Project, location or installation of utilities and other infrastructure connections or facilities that do not substantially alter the design concepts of the Project, and minor adjustments to the Project Site diagram or Project Site legal description shall be treated as Administrative Project Amendments. Any requested amendment seeking modification of or deviation from the performance or development standards contained in the Municipal Code and which would otherwise require a discretionary 149 18 approval by the City Council, Planning Commission, or other formal approval body shall not be treated as an Administrative Project Amendment. b. Non-Administrative Project Amendments. Any request by Developer for an amendment or modification to a Project Approval or Subsequent Approval which is determined not to be an Administrative Project Amendment as set forth above shall be subject to review, consideration and action pursuant to the Applicable Law and this Agreement. c. Project Amendment Exemptions. Except as may be required by Section 7.2 (b), no amendment of a Project Approval or Subsequent Approval, or a Subsequent Approval shall require an amendment to this Agreement. Instead, any such matter automatically shall be deemed to be incorporated into the Project and vested under this Agreement. 7.2 Amendment of this Agreement. This Agreement may be amended from time to time, in whole or in part, by mutual written consent of the Parties hereto or their successors in interest, as follows: a. Administrative Agreement Amendments. Any amendment to this Agreement which does not substantially affect (i) the Term of this Agreement, (ii) permitted uses of the Project Site, (iii) provisions for the reservation or dedication of land, (iv) conditions, terms, restrictions, or requirements for subsequent discretionary actions, (v) the density or intensity of use of the Project Site or the maximum height or size of proposed buildings (vi) monetary contributions by Developer, (vii) rights or benefits to assignee(s), or obligations of the requesting Developer that directly affect any assignee interest, without written consent of assignee(s), or (viii) cancellation, in whole or part of this Agreement, shall be considered an “Administrative Agreement Amendment” and shall not, except to the extent otherwise required by law, require notice or public hearing before the parties may execute an amendment hereto. Administrative Agreement Amendments may be approved by the City Manager or, in the sole discretion of the City Manager, the City Manager may refer any proposed Administrative Agreement Amendment to the City Council for consideration and approval or denial in his or her reasonable discretion. b. Other Agreement Amendments. Any amendment to this Agreement other than an Administrative Agreement Amendment shall be subject to mutual voluntary agreement by the City and Developer and recommendation by the Planning Commission (by advisory resolution) and approval by the City Council (by ordinance) following a duly noticed public hearing before the Planning Commission and City Council, consistent with Government Code sections 65867 and 65867.5. 150 19 ARTICLE 8 ASSIGNMENT AND TRANSFER 8.1 Assignment and Transfer Developer may transfer or assign all or any portion of its interests, rights, or obligations under the Agreement and the Project approvals to third parties acquiring an interest or estate in the Project or the Project Site or any portions thereof including, without limitation, purchasers or lessees of lots, parcels, or facilities. Prior to any such transfer or assignment, Developer will seek City’s prior written consent thereof, which consent will not be unreasonably withheld or delayed. City may refuse to give consent only if, in light of the proposed transferee’s reputation and financial resources, such transferee would not, in City’s reasonable opinion, be able to perform the obligations proposed to be assumed by such transferee. To assist the City Manager in determining whether to provide consent to a transfer or assignment, the City Manager may request from the transferee (directly or through Developer) reasonable documentation of transferee’s understanding of, financial capacity, and ability and plan to perform the obligations proposed to be assumed by transferee, including without limitation obligations specifically identified in this Agreement, including all Project Approvals. Such determination will be made by the City Manager and will be appealable by Developer to the City Council. For any transfer of all or any portion of the Project Site, the Developer and assignee shall enter into an assignment and assumption agreement in substantially the form set forth in Exhibit F. Notwithstanding any other provision of this Agreement to the contrary, each of following Transfers are permitted and shall not require City consent under this Section 8.1: i. Any transfer for financing purposes to secure the funds necessary for construction and/or permanent financing of the Project (including but not limited to any foreclosure, deed of trust, deed-in-lieu of foreclosure, or other similar conveyance or transfer in connection therewith); ii. An assignment of this Agreement to an Affiliate; iii. Transfers of common area to a property owners association; iv. Dedications and grants of easements and rights of way required in accordance with the Project Approvals; or v. Any leasing activity. For the purposes of this Section 8.1, “Affiliate” means an entity or person that is directly or indirectly controlling, controlled by, or under common control or management of or with Developer. For the purposes of this definition, “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity or a person, whether through the ownership of voting securities, by contract, or otherwise, and the terms “controlling” and “controlled” have the meanings correlative to the foregoing. ARTICLE 9 COOPERATION IN THE EVENT OF LEGAL CHALLENGE 151 20 9.1 Cooperation. In the event of any administrative, legal, or equitable action or other proceeding instituted by any person not a party to the Agreement challenging the validity of any provision of the Agreement, or any Project Approval or Subsequent Approval (“Legal Challenge”), the Parties will cooperate in defending such action or proceeding. City shall promptly (within five business days) notify Developer of any such Legal Challenge against City. If City fails promptly to notify Developer of any Legal Challenge against City or if City fails to cooperate in the defense, Developer will not thereafter be responsible for City’s defense. The Parties will use best efforts to select mutually agreeable legal counsel to defend such Legal Challenge, and Developer will pay compensation for such legal counsel (including City Attorney time and overhead for the defense of such action), but will exclude other City staff overhead costs and normal day-to-day business expenses incurred by City. Developer’s obligation to pay for legal counsel will extend to attorneys’ fees incurred on appeal. In the event City and Developer are unable to select mutually agreeable legal counsel to defend such Legal Challenge, each party may select its own legal counsel and Developer will pay its and City’s attorneys’ fees and costs. Developer shall reimburse City for all reasonable court costs and attorneys’ fees expended by City in defense of any such Legal Challenge or payable to any prevailing plaintiff/petitioner. 9.2 Reapproval. (a) If, as a result of any Legal Challenge, all or any portion of the Agreement or the Project Approvals are set aside or otherwise made ineffective by any judgment in such action or proceeding (“Judgment”), based on procedural, substantive or other deficiencies (“Deficiencies”), the Parties will use their respective best efforts to sustain and reenact or readopt the Agreement, and/or the Project approvals, that the Deficiencies related to, as follows, unless the Parties mutually agree in writing to act otherwise: (i) If any Judgment requires reconsideration or consideration by City of the Agreement or any Project Approval, then City will consider or reconsider that matter in a manner consistent with the intent of the Agreement and with Applicable Law. If any such Judgm ent invalidates or otherwise makes ineffective all or any portion of the Agreement or Project Approval, then the Parties will cooperate and will cure any Deficiencies identified in the Judgment or upon which the Judgment is based in a manner consistent with the intent of the Agreement and with Applicable Law. City will then consider readopting or reenacting the Agreement, or the Project Approval, or any portion thereof, to which the Deficiencies related. (ii) Acting in a manner consistent with the intent of the Agreement includes, but is not limited to, recognizing that the Parties intend that Developer may undertake and complete Development of the Project as described in the Agreement, and adopting such ordinances, resolutions, and other enactments as are necessary to readopt or reenact all or any portion of the Agreement or Project Approvals without contravening the Judgment. (iii) The Parties agree that this Section 9.2 shall constitute a separate agreement entered into concurrently, and that if any other provision of this Agreement, or the Agreement as a whole, is invalidated, rendered null, or set aside by a court of competent jurisdiction, the Parties 152 21 agree to be bound by the terms of this Section 9.2, which shall survive invalidation, nullification, or setting aside. ARTICLE 10 DEFAULT; REMEDIES; TERMINATION 10.1 Defaults. Any failure by either Party to perform any provision of the Agreement, which failure continues uncured for a period of thirty (30) days following written notice of such failure from the other Party (unless such period is extended by mutual written consent), will constitute a default (“Default”) under the Agreement. Any notice given will specify the nature of the alleged failure and, where appropriate, the manner in which said failure satisfactorily may be cured. If the nature of the alleged failure is such that it cannot reasonably be cured within such 30-day period, then the commencement of the cure within such time period, and the diligent prosecution to completion of the cure thereafter, will be deemed to be a cure within such 30-day period. Upon the occurrence of a Default under the Agreement, the non-defaulting party may institute legal proceedings to enforce the terms of the Agreement or, in the event of a material Default, terminate the Agreement. If the Default is cured, then no Default will exist and the noticing party shall take no further action. 10.2 Termination. If City elects to consider terminating the Agreement due to a material Default of Developer, then City will give a notice of intent to terminate the Agreement and the matter will be scheduled for consideration and review by the City Council at a duly noticed and conducted public hearing. Developer will have the right to offer written and oral evidence prior to or at the time of said public hearings. If the City Council determines that a material Default has occurred and is continuing, and elects to terminate the Agreement, City will give written notice of termination of the Agreement to Developer by certified mail and the Agreement will thereby be terminated sixty (60) days thereafter. 10.3 Enforced Delay; Extension of Time of Performance. Subject to the limitations set forth below, performance by either party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement (including but not limited to the Term) shall be extended, where delays are due to: war; insurrection; strikes and labor disputes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; terrorism; epidemics or pandemics; quarantine or shelter-in- place restrictions; freight embargoes; governmental restrictions or priority; litigation and arbitration, including court delays; legal challenges to this Agreement, the Project Approvals, Subsequent Approvals, or any other approval required for the Project or any initiatives or referenda regarding the same; environmental conditions that have not been previously disclosed or discovered or that could not have been discovered with reasonable diligence that delays the construction or Development of the Project Site or any portion thereof; unusually severe weather but only to the extent that such weather or its effects (including, without limitation, dry out time) result in delays that cumulatively exceed thirty (30) days for every winter season occurring after commencement of construction of the Project; acts or omissions of the other party; or acts or 153 22 failures to act of any public or governmental agency or entity (except that acts or failures to act of City shall not excuse performance by City); moratorium; or a Severe Economic Recession (each a “Force Majeure Delay”). An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if a written notice by the Party claiming such extension (“Notice of Force Majeure Delay”) is sent to the other Party within sixty (60) days of the commencement of the cause. If a Notice of Force Majeure Delay is sent after such sixty (60) day period, then the extension shall commence to run no sooner than sixty (60) days prior to the giving of such Notice of Force Majeure Delay. Times of performance under this Agreement may also be extended in writing by the mutual agreement of City and Developer. Developer’s inability or failure to obtain financing or otherwise timely satisfy shall not be deemed to be a cause outside the reasonable control of the Developer and shall not be the basis for an excused delay unless such inability, failure or delay is a direct result of a Severe Economic Recession. “Severe Economic Recession” means a decline in the monetary value of all finished goods and services produced in the United States, as measured by initial quarterly estimates of United States Gross Domestic Product (“GDP”) published by the United States Department of Commerce Bureau of Economic Analysis (and not subsequent monthly revisions), lasting more than four (4) consecutive calendar quarters. Any quarter of flat or positive GDP growth shall end the period of such Severe Economic Recession. 10.4 Legal Action. Either Party may institute legal action to cure, correct, or remedy any default, enforce any covenant or agreement in the Agreement, enjoin any threatened or attempted violation thereof, and enforce by specific performance or declaratory relief the obligations and rights of the Parties thereto. Except as provided in Section 10.1, the sole and exclusive remedies for any Default or violation of the Agreement will be specific performance or declaratory relief. In any proceeding brought to enforce the Agreement, the prevailing Party will be entitled to recover from the unsuccessful Party all costs, expenses and reasonable attorneys’ fees incurred by the prevailing party in the enforcement proceeding. 10.5 Periodic Review. (a) Conducting the Periodic Review. Throughout the Term, at least once every twelve (12) months following the Effective Date of this Agreement, City shall review the extent of good- faith compliance by Developer with the terms of this Agreement. This review (“Periodic Review”) shall be conducted by the Chief Planner or his/her designee and shall be limited in scope to compliance with the terms of this Agreement pursuant to Government Code section 65865.1. At least ten (10) days prior to the Periodic Review, and in the manner prescribed in Section 11.9 of this Agreement, City shall deposit in the mail or transmit electronically to Developer a copy of any staff report and documents to be relied upon in conducting the Periodic Review and, to the extent practical, related exhibits concerning Developer’s performance hereunder. (b) Developer Submission of Periodic Review Report. Annually commencing one year from the Effective Date and continuing through termination of this Agreement, Developer shall submit a report to the Chief Planner stating the Developer’s good faith compliance with terms of the Agreement. 154 23 (c) Good Faith Compliance Review. During the Periodic Review, the Chief Planner shall set a meeting to consider the Developer’s good-faith compliance with the terms of this Agreement. Developer shall be permitted an opportunity to respond to City’s evaluation of Developer’s performance, either orally at the meeting or in a supplemental written statement, at Developer’s election. Such response shall be made to the Chief Planner. At the conclusion of the Periodic Review, the Chief Planner shall make written findings and determinations, on the basis of substantial evidence, as to whether or not Developer has complied in good faith with the terms and conditions of this Agreement. The decision of the Chief Planner shall be appealable to the City Council. If the Chief Planner finds and determines that Developer has not complied with such terms and conditions, the Chief Planner may recommend to the City Council that it terminate or modify this Agreement by giving notice of its intention to do so, in the manner set forth in Government Code sections 65867 and 65868. The costs incurred by City in connection with the Periodic Review process described herein shall be borne by Developer. (d) Failure to Properly Conduct Periodic Review. If City fails, during any calendar year, to either: (i) conduct the Periodic Review or (ii) notify Developer in writing of City’s determination, pursuant to a Periodic Review, as to Developer’s compliance with the terms of this Agreement and such failure remains uncured as of December 31 of any year during the Term, such failure shall be conclusively deemed an approval by City of Developer’s compliance with the terms of this Agreement for the period of time since the last Periodic Review. (e) Written Notice of Compliance. With respect to any year for which Developer has been determined or deemed to have complied with this Agreement, City shall, within thirty (30) days following request by Developer, execute and deliver to Developer (or to any party requested by Developer) a written “Notice of Compliance,” in recordable form, duly executed and acknowledged by City, that certifies: i. The Agreement is unmodified and in full force and effect, or if there have been modifications hereto, that this Agreement is in full force and effect as modified and stating the date and nature of such modifications; ii. That there are no current uncured defaults under this Agreement or specifying the dates and nature of any such default; iii. Any other information reasonably requested by Developer. City’s failure to deliver to Developer such a Notice of Compliance within such time shall constitute a conclusive presumption against City that this Agreement is in full force and effect without modification, except as may be represented by Developer, and that there are no uncured defaults in the performance of Developer, except as may be represented by Developer. Developer shall have the right, in Developer’s sole discretion, to record such Notice of Compliance. 10.6 California Law. This Agreement shall be construed and enforced in accordance with the laws of the State of California. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of San Mateo County, California. 155 24 10.7 Resolution of Disputes. With regard to any dispute involving Development of the Project, the resolution of which is not provided for by this Agreement or Applicable Law, Developer shall, at City’s request, meet with City and Developer and the City representatives shall attempt in good faith to resolve any such disputes. Nothing in this Section 10.7 shall in any way be interpreted as requiring that Developer and City and/or City’s designee reach agreement with regard to those matters being addressed, nor shall the outcome of these meetings be binding in any way on City or Developer unless expressly agreed to by the authorized parties to such meetings. 10.8 Attorneys’ Fees. In any legal action or other proceeding brought by either Party to enforce or interpret a provision of this Agreement, the prevailing party is entitled to reasonable attorneys’ fees and any other costs incurred in that proceeding in addition to any other relief to which it is entitled. 10.9 Hold Harmless. Developer shall hold, to the fullest extent permitted by law, City and its elected and appointed officers, agents, employees, and representatives harmless from claims, costs, and liabilities for any personal injury, death, or property damage which is a result of, or alleged to be the result of, the construction of the Project, or of obligations or of operations performed under this Agreement by Developer or by Developer’s contractors, subcontractors, agents or employees, whether such operations were performed by Developer or any of Developer’s contractors, subcontractors, agents or employees. Nothing in this Section 10.9 shall be construed to mean that Developer shall hold City harmless from any claims of personal injury, death or property damage arising from, or alleged to arise from, any gross negligence or willful misconduct on the part of City, its elected and appointed representatives, offices, agents and employees. ARTICLE 11 MISCELLANEOUS 11.1 Incorporation of Recitals and Introductory Paragraph. The Recitals contained in this Agreement, and the introductory paragraph preceding the Recitals, are hereby incorporated into this Agreement as if fully set forth herein. 11.2 No Agency. It is specifically understood and agreed to by and between the Parties hereto that: (i) the subject Project is a private development; (ii) City has no interest or responsibilities for, or duty to, third parties concerning any improvements until such time, and only until such time, that City accepts the same pursuant to the provisions of this Agreement or in connection with the various Project Approvals or Subsequent Approvals; (iii) Developer shall have full power over and exclusive control of the Project herein described, subject only to the limitations and obligations of Developer under this Agreement, the Project Approvals, Subsequent Approvals, and Applicable Law; and (iv) City and Developer hereby renounce the existence of any form of agency relationship, joint venture or partnership between City and Developer and agree that nothing 156 25 contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between City and Developer. 11.3 Enforceability. City and Developer agree that unless this Agreement is amended or terminated pursuant to the provisions of this Agreement, this Agreement shall be enforceable by any party hereto notwithstanding any change hereafter enacted or adopted (whether by ordinance, resolution, initiative, or any other means) in any General Plan, Specific Plan, zoning ordinance, subdivision ordinance, or any other land use ordinance or building ordinance, resolution or other rule, regulation or policy adopted by City that changes, alters or amends the rules, regulations, and policies applicable to the Development of the Project Site as of the Effective Date as provided by Government Code section 65866. 11.4 Severability. If any term or provision of this Agreement, or the application of any term or provision of this Agreement to a particular situation, is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining terms and provisions of this Agreement, or the application of this Agreement to other situations, shall continue in full force and effect unless amended or modified by mutual consent of the Parties. Notwithstanding the foregoing, if any material provision of this Agreement, or the application of such provision to a particular situation, is held to be invalid, void or unenforceable, either City or Developer may (in their sole and absolute discretion) terminate this Agreement by providing written notice of such termination to the oth er party. 11.5 Other Necessary Acts and City Approvals. Each party shall execute and deliver to the other all such other further instruments and documents as may be reasonably necessary to carry out the Project Approvals, Subsequent Approvals and this Agreement and to provide and secure to the other party the full and complete enjoyment of its rights and privileges hereunder. Whenever a reference is made herein to an action or approval to be undertaken by City, the City Manager or his or her designee is authorized to act on behalf of City, unless specifically provided otherwise by this Agreement or Applicable Law. 11.6 Construction. Each reference in this Agreement or any of the Project Approvals or Subsequent Approvals shall be deemed to refer to the Agreement, Project Approval, or Subsequent Approval as it may be amended from time to time, whether or not the particular reference refers to such possible amendment. This Agreement has been reviewed and revised by legal counsel for both City and Developer, and no presumption or rule that ambiguities shall be construed against the drafting party shall apply to the interpretation or enforcement of this Agreement. 157 26 11.7 Other Miscellaneous Terms. The singular shall include the plural; the masculine gender shall include the feminine; “shall” is mandatory; “may” is permissive. If there is more than one signer of this Agreement, the signer obligations are joint and several. 11.8 Covenants Running with the Land. All of the provisions contained in this Agreement shall be binding upon the Parties and their respective heirs, successors and assigns, representatives, lessees, and all other persons acquiring all or a portion of the Project Site, or any interest therein, whether by operation of law or in any manner whatsoever. All of the provisions contained in this Agreement shall be enforceable as equitable servitudes and shall constitute covenants running with the land pursuant to California law including, without limitation, Civil Code section 1468. Each covenant herein to act or refrain from acting is for the benefit of or a burden upon the Project, as appropriate, runs with the Project Site, and is binding upon the owner of all or a portion of the Project Site and each successive owner during its ownership of such Project Site. 11.9 Notices. Any notice or communication required hereunder between City or Developer must be in writing, and may be given either personally, by email (with original forwarded by regular U.S. Mail), by registered or certified mail (return receipt requested), or by Federal Express or other similar courier promising overnight delivery. If personally delivered, a notice shall be deemed to have been given when delivered to the Party to whom it is addressed. If delivered by email, a notice shall be deemed given upon verification of receipt if received before 5:00 p.m. on a regular business day, or else on the next business day. If given by registered or certified mail, such notice or communication shall be deemed to have been given and received on the first to occur of: (i) actual receipt by any of the addressees designated below as the Party to whom notices are to be sent, or (ii) five (5) days after a registered or certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail. If given by Federal Express or similar courier, a notice or communication shall be deemed to have been given and received on the date delivered as shown on a receipt issued by the courier. Such notices or communications shall be given to the Parties at their addresses set forth below: If to City, to: City of South San Francisco Attn: City Manager 400 Grand Avenue South San Francisco, CA 94080 Phone: (650) 877-8500 Email: sharon.ranals@ssf.net 158 27 With a Copy to: Redwood Public Law, LLP Attn: Sky Woodruff 409 13th Street Oakland, CA 94612 Phone: (510) 282-6001 Email: sky@redwoodpubliclaw.com If to Developer, to: US 180 El Camino Real, LLC Attn: Steve Dunn 999 Baker Way, Suite 200 San Mateo, CA 94404 Phone (650) 235-2833 Email: sdunn@steelwavellc.com With a Copy to: Holland & Knight LLP Attn: Tamsen Plume 560 Mission St. Suite 1900 San Francisco, CA 94105 Phone: (415) 743-6941 Email: tamsen.plume@hklaw.com Any Party hereto may at any time, by giving ten (10) days written notice to the other Party hereto, designate any other address in substitution of the address to which such notice or communication shall be given. 11.10 Mortgagee Protection. The Parties agree that this Agreement shall not prevent or limit Developer, in any manner, at Developer’s sole discretion, from encumbering the Project Site or any portion thereof or any improvement thereon by any lien of mortgage, deed of trust, or other security device securing financing with respect to the Project or the Project Site (“Mortgage”). City acknowledges that the lenders providing such financing may require, in addition to estoppel certificates as set forth in Section 4.7, certain Agreement interpretations and modifications and agrees upon request, from time to time, to meet with Developer and representatives of such lenders to negotiate in good faith any such request for interpretation or modification provided such interpretation or modification is consistent with the intent and purpose of this Agreement. Any Mortgagee of the Project Site shall be entitled to the following rights and privileges: (a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish, or impair the lien of any Mortgage on the Project Site made in good faith and for value, unless otherwise required by law. (b) If City timely receives a request from a Mortgagee requesting a copy of any notice of Default given to Developer under this Agreement, City shall provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of Default to Developer or within ten (10) days of receiving a request, if a Mortgagee has not provided a request prior to the City sending a notice of Default to Developer. The Mortgagee shall have the right, but not the obligation, to cure 159 28 the Default during the remaining cure period allowed such Party under this Agreement plus an additional ten (10) days. (c) Any Mortgagee who comes into possession of the Project Site, or any portion thereof, pursuant to foreclosure of the Mortgage or deed in lieu of such foreclosure, shall take the Project Site, or portion thereof, subject to the terms of this Agreement. Notwithstanding any provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of Developer’s obligations or other affirmative covenants of Developer hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by Developer is a condition precedent to the performance of a covenant by City, the performance thereof shall continue to be condition precedent to City’s performance hereunder, and further provided that any sales, transfer, or assignment by any Mortgagee in possession shall be subject to the provisions of Section 8.1 of this Agreement. 11.11 Entire Agreement, Counterparts And Exhibits. This Agreement is executed in two (2) duplicate counterparts, each of which is deemed to be an original. This Agreement consists of [___________] ([__]) [insert in execution version] pages, exclusive of signature pages, and six (6) exhibits which constitute in full, the final and exclusive understanding and agreement of the Parties and supersedes all negotiations or previous agreements of the Parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement shall be in writing and signed by the appropriate authorities of City and the Developer. The following exhibits are attached to this Agreement and incorporated herein for all purposes: Exhibit A: Description and Diagram of Project Site Exhibit B: List of Project Approvals as of Effective Date Exhibit C: City Fees, Exactions and Payments Exhibit D: Sustainability Features Exhibit E: Applicable Laws Exhibit F: Form of Assignment and Assumption Agreement 11.12 No Third Party Beneficiaries. This Agreement is intended for the benefit of the Parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any express or implied provision hereof be enforced by, any other person, except as otherwise set forth in Section 11.10. 11.13 Recordation Of Development Agreement. Pursuant to Government Code section 65868.5, no later than ten (10) days after City enters into this Agreement, the City Clerk shall record an executed copy of this Agreement in the Official Records of the County of San Mateo. 160 29 IN WITNESS WHEREOF, this Agreement has been entered into by and between Developer and City as of the day and year first above written. [Signatures to follow on subsequent pages.] 161 S-1 SIGNATURE PAGE FOR DEVELOPMENT AGREEMENT BY AND BETWEEN CITY OF SOUTH SAN FRANCISCO AND US 180 EL CAMINO REAL, LLC CITY: CITY OF SOUTH SAN FRANCISCO, a California municipal corporation By: Date: Name: Sharon Ranals Its: City Manager ATTEST: By: City Clerk APPROVED AS TO FORM: By: City Attorney [Insert Notary Acknowledgment] 162 S-2 SIGNATURE PAGE FOR DEVELOPMENT AGREEMENT BY AND BETWEEN CITY OF SOUTH SAN FRANCISCO AND US 180 EL CAMINO REAL, LLC DEVELOPER: By: Date: Name: Its: By: Date: Name: Its: [Insert Notary Acknowledgment] 163 A-1 DEVELOPMENT AGREEMENT BY AND BETWEEN CITY OF SOUTH SAN FRANCISCO AND US 180 EL CAMINO REAL, LLC Exhibit A Description and Diagram of Project Site (Starts on Next Page) 164 B-1 DEVELOPMENT AGREEMENT BY AND BETWEEN CITY OF SOUTH SAN FRANCISCO AND US 180 EL CAMINO REAL, LLC Exhibit B List of Project Approvals as of Effective Date • Conditional Use Permit (UP21-0013), • Design Review (DR21-0045), • Transportation Demand Management Plan (TDM21-0012), • Tentative Parcel Map (PM21-0003), and • Overrule of San Mateo County Association of Governments (C/CAG) Airport Land Use Commission determination of inconsistency with respect to Noise Policies for the proposed residential portion of the Project. 165 C-1 DEVELOPMENT AGREEMENT BY AND BETWEEN CITY OF SOUTH SAN FRANCISCO AND US 180 EL CAMINO REAL, LLC Exhibit C City Fees, Exactions, and Payments Excerpt from Adopted Conditions of Approval on 9/14/2022. Full Conditions of Approval here: https://ci-ssf-ca.legistar.com/LegislationDetail.aspx?ID=5822040&GUID=B90E9F98-417E- 4B70-B3BE-1804BC50458A&Options=&Search= 166 C-2 167 C-3 168 D-1 DEVELOPMENT AGREEMENT BY AND BETWEEN CITY OF SOUTH SAN FRANCISCO AND US 180 EL CAMINO REAL, LLC Exhibit D Sustainability Features • Design Features o Primarily glass façades, thereby bringing an abundance of natural light into each building; and o Management of stormwater runoff using low-impact development (LID) methods, where feasible. This approach implements engineered controls to allow stormwater filtering, storage, and flood control. Bioretention basins, flow-through planters, Silva Cell units, and other site design features to manage stormwater runoff flows and reduce stormwater pollution would be located throughout the project site. • Transportation o Pedestrian circulation improvements; o Bicycle parking; and o TDM Plan to encourage alternative forms of transportation. • Energy / Greenhouse Gas Emissions o Photovoltaic (PV) ready; o a high-performance building envelope and heating, ventilation, and air- conditioning (HVAC) systems; and o EV charging infrastructure. • Waste Reduction o On-site recycling and composting facilities; and o Construction and demolition; 100 percent of all inert solids (i.e., building materials) and 65 percent of non-inert solids (i.e., all other materials) would be recycled as required by the City under Chapter 15.60 of the City’s Municipal Code. • Water Conservation o Ultra-efficient WaterSense-labeled flush and flow fixtures; and o Low-water demand native and/or adapted vegetation with efficient irrigation systems. 169 4867-9363-4824.12 E-1 DEVELOPMENT AGREEMENT BY AND BETWEEN CITY OF SOUTH SAN FRANCISCO AND US 180 EL CAMINO REAL, LLC Exhibit E Applicable Laws Developer shall comply with the following City regulations and provisions applicable to the Project Site as of the Project Application Complete Date and Effective Date of this Agreement (except as modified by this Agreement and the Project Approvals): • 2009 General Plan • 2022 Zoning Code 170 F-1 DEVELOPMENT AGREEMENT BY AND BETWEEN CITY OF SOUTH SAN FRANCISCO AND US 180 El CAMINO REAL, LLC Exhibit F Form of Assignment and Assumption Agreement (Starts on Next Page) 171 F-2 WHEN RECORDED MAIL TO: City of South San Francisco Attn: City Clerk 400 Grand Avenue South San Francisco, CA 94080 ______________________________________________________________________________ Space Above for Recorder’s Use Exempt from Recording Fees per Cal. Gov. Code § 6103 ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (“Assignment Agreement”) is entered into to be effective on ______, 202_, by and between US 180 El Camino Real, LLC (“Assignor”), and ___________________, a _______________ (“Assignee”), and the City of South San Francisco, a municipal corporation (“City”). Assignor and Assignee are sometimes referred to herein as a “Party” and collectively as the “Parties.” RECITALS A. Assignor and City have previously entered into that certain Development Agreement between City and Assignor dated ________, 2025, approved by the City of South San Francisco City Council by Ordinance No. ________ on _________,2025 and recorded on ______________, 2025 as Document No. ______________, San Mateo County Official Records (“Development Agreement”) to facilitate the development and redevelopment of that certain real property within the City of South San Francisco, California, which is legally described in Exhibit A of the Development Agreement (“Property”). B. Assignor is the fee owner of the Property, and Assignor desires to convey its interest in the developable, approximately [_] acre portion of the Property and more particularly described on Exhibit 2 attached hereto (“Assigned Property”) to Assignee concurrently with execution of this Assignment Agreement; and Assignee desires to so acquire such interest in the Assigned Property from the Assignor. C. The Parties desire to enter into this Assignment Agreement in order to satisfy and fulfill their respective obligations under Section 8.1 of the Development Agreement. AGREEMENT NOW, THEREFORE, in consideration of the above recitals and the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Assignment by Assignor. Assignor hereby assigns, transfers and grants to Assignee, and its successors and assigns, all of Assignor’s rights, title and interest and obligations, 172 F-3 duties, responsibilities, conditions and restrictions under the Development Agreement with respect to the Assigned Property and only to the extent accruing or arising on and after the Effective Date (collectively, the “Assigned Rights and Obligations”). 2. Acknowledgement and Assumption of Obligations by Assignee. Assignee, for itself and its successor and assigns, hereby acknowledges that it has reviewed, is aware of and intends to honor its Assigned Rights and Obligations with respect to its Development of the Assigned Property pursuant to the terms of the Development Agreement, and additionally expressly and unconditionally assumes all of the Assigned Rights and Obligations. Assignee agrees, expressly for the benefit of Assignor and City, to comply with, perform, and execute all of the Assigned Rights and Obligations. 3. Release of Assignor. Assignee and City hereby fully release Assignor from all Assigned Rights and Obligations. Both Assignor and Assignee acknowledge that this Assignment Agreement is intended to fully assign all of the Assigned Rights and Obligations to Assignee, and it is expressly understood that Assignor shall continue to be obligated under the Development Agreement only with respect to those portions of the Project Site retained by Assignor. 4. Substitution of Assignor. Assignee hereinafter shall be substituted for and replace Assignor in the Development Agreement with respect to the Assigned Property. Whenever the term “Developer” appears in the Development Agreement, it shall hereinafter include Assignee with respect to the Assigned Property. 5. Development Agreement in Full Force and Effect. Except as specifically provided herein with respect to the assignment and assumption, all the terms, covenants, conditions and provisions of the Development Agreement are hereby ratified and shall remain in full force and effect. 6. Recording. Assignor shall cause this Assignment Agreement to be recorded in the Official Records of San Mateo County, California, and shall promptly provide conformed copies of the recorded Assignment Agreement to Assignee and City. 7. Successors and Assigns. All of the terms, covenants, conditions and provisions of this Assignment Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and assigns. 8. Applicable Law/Venue. This Assignment Agreement shall be construed and enforced in accordance with the laws of the State of California, without reference to choice of law provisions. Any legal actions under this Assignment Agreement shall be brought only in the Superior Court of the County of San Mateo, State of California. 9. Applicable Law/Venue. This Assignment Agreement shall be construed and enforced in accordance with the laws of the State of California, without reference to choice of law provisions. Any legal actions under this Assignment Agreement shall be brought only in the Superior Court of the County of San Mateo, State of California. 10. Interpretation. All parties have been represented by counsel in the preparation and negotiation of this Assignment Agreement, and this Assignment Agreement shall be 173 F-4 construed according to the fair meaning of its language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Assignment Agreement. Unless the context clearly requires otherwise: (a) the plural and singular numbers shall each be deemed to include the other; (b) the masculine, feminine, and neuter genders shall each be deemed to include the others; (c) “shall,” “will,” or “agrees” are mandatory, and “may” is permissive; (d) “or” is not exclusive; and (e) “includes” and “including” are not limiting. 11. Severability. Except as otherwise provided herein, if any provision(s) of this Assignment Agreement is (are) held invalid, the remainder of this Assignment Agreement shall not be affected, except as necessarily required by the invalid provisions, and shall remain in full force and effect unless amended or modified by mutual consent of the parties. 12. Counterparts. This Assignment Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all of which, when taken together, shall constitute one and the same instrument, with the same effect as if all of the parties to this Assignment Agreement had executed the same counterpart. 13. City Consent. City is executing this Assignment Agreement for the limited purpose of consenting to the assignment and assumption and clarifying that there is privity of contract between City and Assignee with respect to the Development Agreement. 14. Effective Date. The Effective Date of this Assignment Agreement shall be the date upon which Assignee obtains fee title to the Assigned Property by duly recorded deed (“Effective Date”). IN WITNESS WHEREOF, Assignor, Assignee and City have entered into this Assignment Agreement as of the date first written above. ASSIGNOR: US 180 EL CAMINO REAL, LLC By: Signature of Person executing the Agreement on behalf of Assignor Name: Title: 174 F-5 ASSIGNEE: [INSERT NAME OF ASSIGNEE] By: Signature of Person executing the Agreement on behalf of Assignee Name: Title: CITY: CITY OF SOUTH SAN FRANCISCO, a Municipal Corporation By: Signature of Person executing the Agreement on behalf of City Name: Title: City Manager Approved as to form by: By: Signature of Person approving form of the Agreement on behalf of City Name: Title: City Attorney 175 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-948 Agenda Date:9/10/2025 Version:1 Item #:13. Report regarding a proposed Development Agreement to extend approved entitlements to construct a new Office/R&D Campus at 800 Dubuque Avenue in the East of 101 Transit Core (ETC)Zoning District for a period of ten (10)years in exchange for pre-payment of Community Benefit Program Fee obligations in accordance with Title 19 and 20 of the South San Francisco Municipal Code and a recommendation determining consistency of the proposed action with the adopted Initial Study/Mitigated Negative Declaration (IS/MND)pursuant to the California Environmental Quality Act.(Tony Rozzi,AICP,Deputy Economic and Community Development Director) RECOMMENDATION Staff recommend that the City Council take the following action: 1.Adopt an ordinance finding that the Development Agreement is in compliance with CEQA and approving the Development Agreement, and waive further reading. BACKGROUND/DISCUSSION The City Council previously waived reading and introduced the following ordinance.The ordinance is now ready for adoption. Ordinance adopting a Development Agreement to extend approved entitlements to construct a new Office/R&D Campus at 800 Dubuque Avenue in the East of 101 Transit Core (ETC)Zoning District for a period of ten (10)years in exchange for pre-payment of Community Benefit Program Fee obligations in accordance with Title 19 and 20 of the South San Francisco Municipal Code. (Ordinance Introduced on August 27, 2025, Vote 5-0) ASSOCIATIONS 1.Development Agreement Ordinance (25-951) A.Exhibit A: Development Agreement City of South San Francisco Printed on 9/5/2025Page 1 of 1 powered by Legistar™176 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-951 Agenda Date:9/10/2025 Version:1 Item #:13a. Ordinance adopting a Development Agreement to extend approved entitlements to construct a new Office/R&D Campus at 800 Dubuque Avenue in the East of 101 Transit Core Zoning District for a period of ten (10)years in exchange for pre-payment of Community Benefit Program Fee obligations in accordance with Title 19 and 20 of the South San Francisco Municipal Code. WHEREAS,the applicant received entitlements approval (P21-0117)by the City Council on July 12,2023,for the construction of a new Office/R&D campus at 800 Dubuque Avenue (APN 015-021-030 and 5.89 acres)and comprised of three new office and R&D buildings on the site at approximately 857,000 square feet with 1,335 parking spaces (“Project”); and WHEREAS,approval of the applicant’s proposal was considered a project for purposes of the California Environmental Quality Act, Pub. Resources Code §21000, et seq. (“CEQA”); and WHEREAS,the City filed a Notice of Determination on July 13,2023,determining that a Mitigated Negative Declaration (ND22-0001)was the appropriate document and that the project would not have a significant effect on the environment; and WHEREAS,the applicant now seeks approval of a Development Agreement (DA24-0001)for the Project to extend entitlement approval for a period of ten (10) years; and WHEREAS,in exchange for the term extension,the applicant will make up to three (3)pre-payments towards their outstanding Community Benefit Program fee obligations; and WHEREAS,on July 17,2025,the Planning Commission for the City of South San Francisco held a lawfully noticed public hearing,at which time interested parties had the opportunity to be heard,to consider the Development Agreement,as well as supporting documents,at the conclusion of which the Planning Commission recommended that the City Council find that the previously adopted Mitigated Negative Declaration remains accurate and approve the Development Agreement; and WHEREAS,the City Council held a duly noticed public hearing on August 27,2025,to consider the Development Agreement and take public testimony. NOW,THEREFORE,BE IT RESOLVED that based on the entirety of the record before it,which includes without limitation,the California Environmental Quality Act,Public Resources Code §21000,et seq. (“CEQA”)and the CEQA Guidelines,14 California Code of Regulations §15000,et seq.;the South San Francisco General Plan and General Plan EIR;the South San Francisco Municipal Code;the Project applications;the draft Development Agreement;the Initial Study/Mitigated Negative Declaration,as prepared by Lamphier-Gregory,Inc.,dated March 2023;all site plans,and all reports,minutes,and public testimony City of South San Francisco Printed on 9/11/2025Page 1 of 4 powered by Legistar™177 File #:25-951 Agenda Date:9/10/2025 Version:1 Item #:13a. by Lamphier-Gregory,Inc.,dated March 2023;all site plans,and all reports,minutes,and public testimony submitted as part of the Planning Commission’s duly noticed June 15,2023 meeting;all site plans,and all reports,minutes,and public testimony submitted as part of the City Council’s duly noticed July 12,2023 meeting;all site plans,and all reports,minutes,and public testimony submitted as part of the Planning Commission’s duly noticed July 17,2025 meeting;all site plans,and all reports,minutes,and public testimony submitted as part of the City Council’s duly noticed August 27,2025 meeting and any other evidence (within the meaning of Public Resources Code §21080(e)and §21082.2),the City Council of the City of South San Francisco hereby finds as follows: SECTION 1 FINDINGS General 1.The foregoing recitals are true and correct and made a part of this Ordinance. 2.The Exhibits attached to this Ordinance,including the draft Development Agreement (Exhibit A),are each incorporated by reference and made a part of this Ordinance, as if set forth fully herein. 3.The documents and other material constituting the record for these proceedings are located at the Planning Division for the City of South San Francisco,315 Maple Avenue,South San Francisco,CA 94080, and in the custody of the Chief Planner. Development Agreement (DA24-0001) 1.The draft Development Agreement is consistent with the objectives,policies,general land uses,and programs specified in the general plan and any applicable specific plan as it conforms to all governing land use requirements and would only extend the duration of project entitlements to ten (10) years; 2.The draft Development Agreement is compatible with the uses authorized in,and the regulations prescribed for the land use district in which the real property is located and would only extend the duration of project entitlements to ten (10) years; 3.The draft Development Agreement is in conformity with public convenience,general welfare,and good land use practice given the extended term for the entitlements proposed in the draft Development Agreement will allow the City to absorb new development over a longer period with fewer temporary impacts related to new construction; 4.The draft Development Agreement will not be detrimental to the health,safety,and general welfare City of South San Francisco Printed on 9/11/2025Page 2 of 4 powered by Legistar™178 File #:25-951 Agenda Date:9/10/2025 Version:1 Item #:13a. 4.The draft Development Agreement will not be detrimental to the health,safety,and general welfare given the extended term for the entitlements proposed in the draft Development Agreement will allow the City to absorb new development over a longer period with fewer temporary impacts related to new construction; 5.The draft Development Agreement will not adversely affect the orderly development of property or the preservation of property values and instead will contribute to a paced development and orderly transition from industrial use to an Office/R&D campus. SECTION 2 APPROVAL OF DEVELOPMENT AGREEMENT 1.The City Council of the City of South San Francisco hereby approves the Development Agreement with Dubuque Center LP &900 Dubuque LP attached hereto as Exhibit A and incorporated herein by reference. 2.The City Council further authorizes the City Manager to execute the Development Agreement,on behalf of the City,in substantially the form attached as Exhibit A,and to make revisions,corrections, and minor modifications to such Agreement,subject to the approval of the City Attorney,which do not materially alter or substantially increase the City’s obligations thereunder. SECTION 3 SEVERABILITY If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid or unconstitutional,the remainder of this Ordinance,including the application of such part or provision to other persons or circumstances shall not be affected thereby and shall continue in full force and effect.To this end, provisions of this Ordinance are severable.The City Council of the City of South San Francisco hereby declares that it would have passed each section,subsection,subdivision,paragraph,sentence,clause,or phrase hereof irrespective of the fact that any one or more sections,subsections,subdivisions,paragraphs,sentences, clauses, or phrases be held unconstitutional, invalid, or unenforceable. SECTION 4 PUBLICATION AND EFFECTIVE DATE Pursuant to the provisions of Government Code Section 36933,a summary of this Ordinance shall be prepared by the City Attorney.At least five (5)days prior to the City Council meeting at which this Ordinance is scheduled to be adopted,the City Clerk shall (1)publish the Summary,and (2)post in the City Clerk’s Office a certified copy of this Ordinance.Within fifteen (15)days after the adoption of this Ordinance,the City Clerk shall (1)publish the summary,and (2)post in the City Clerk’s Office a certified copy of the full text of this Ordinance along with the names of those City Council members voting for and against this Ordinance or otherwise voting. This Ordinance shall become effective thirty (30) days from and after its adoption. Introduced at a regular meeting of the City Council of the City of South San Francisco held the 27th day of City of South San Francisco Printed on 9/11/2025Page 3 of 4 powered by Legistar™179 File #:25-951 Agenda Date:9/10/2025 Version:1 Item #:13a. August 2025. City of South San Francisco Printed on 9/11/2025Page 4 of 4 powered by Legistar™180 018135.0004 4925-6939-7024.4 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City Clerk City of South San Francisco P.O. Box 711 South San Francisco, CA 94083 (Space Above This Line Reserved For Recorder’s Use) This instrument is exempt from recording fees pursuant to Government Code section 27383. Documentary Transfer Tax is $0.00 (exempt per Revenue & Taxation Code section 11922, Transfer to Municipality). DEVELOPMENT AGREEMENT BY AND BETWEEN CITY OF SOUTH SAN FRANCISCO AND DUBUQUE CENTER, L.P. 800 – 890 DUBUQUE AVE. SOUTH SAN FRANCISCO, CALIFORNIA ADOPTED BY ORDINANCE NO. [________] OF THE CITY OF SOUTH SAN FRANCISCO CITY COUNCIL Effective Date: [________] 181 018135.0004 4925-6939-7024.4 i TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS .........................................................................................................3 1.1 Project Description...................................................................................................3 ARTICLE 2 EFFECTIVE DATE AND TERM ...........................................................................6 2.1 Effective Date ..........................................................................................................6 2.2 Term .........................................................................................................................6 2.3 Administrative Extension.........................................................................................6 ARTICLE 3 OBLIGATIONS OF DEVELOPER ........................................................................6 3.1 Obligations of Developer Generally ........................................................................6 3.2 City Development Fees ............................................................................................6 3.3 Community Benefits Proposal .................................................................................7 3.4 Other Developer Commitments .............................................................................10 ARTICLE 4 OBLIGATIONS OF CITY ....................................................................................10 4.1 Obligations of City Generally ................................................................................10 4.2 Protection of Vested Rights ...................................................................................10 4.3 Availability of Public Services ..............................................................................11 4.4 Developer’s Right to Rebuild ................................................................................11 4.5 Expedited Plan Check Process ...............................................................................11 4.6 Project Coordination ..............................................................................................11 4.7 Estoppel Certificates ..............................................................................................11 ARTICLE 5 COOPERATION – IMPLEMENTATION............................................................11 5.1 Processing Application for Subsequent Approvals................................................11 5.2 Timely Submittals By Developer...........................................................................12 5.3 Timely Processing By City ....................................................................................12 5.4 Denial of Subsequent Approval Application .........................................................12 5.5 Other Government Permits ....................................................................................12 5.6 Assessment Districts or Other Funding Mechanisms ............................................12 ARTICLE 6 STANDARDS, LAWS AND PROCEDURES GOVERNING THE PROJECT ...............................................................................................................14 6.1 Vested Right to Develop ........................................................................................14 6.2 Permitted Uses Vested by This Agreement ...........................................................14 6.3 Applicable Law ......................................................................................................14 182 018135.0004 4925-6939-7024.4 ii 6.4 Uniform Codes .......................................................................................................14 6.5 No Conflicting Enactments ....................................................................................14 6.6 Initiatives and Referenda; Other City Actions Related to Project .........................15 6.7 Environmental Review and Mitigation ..................................................................16 6.8 Life of Development Approvals and Permits ........................................................16 6.9 State and Federal Law ............................................................................................16 6.10 Timing and Review of Project Construction and Completion ...............................17 ARTICLE 7 AMENDMENT......................................................................................................17 7.1 Project Amendments ..............................................................................................17 7.2 Amendment of this Agreement ..............................................................................18 ARTICLE 8 ASSIGNMENT AND TRANSFER .......................................................................18 8.1 Assignment and Transfer .......................................................................................18 ARTICLE 9 COOPERATION IN THE EVENT OF LEGAL CHALLENGE ..........................19 9.1 Cooperation ............................................................................................................19 9.2 Reapproval .............................................................................................................20 9.3 Extension Due to Legal Challenge ........................................................................20 ARTICLE 10 DEFAULT; REMEDIES; TERMINATION .........................................................20 10.1 Defaults ..................................................................................................................20 10.2 Requirements for Termination by City ..................................................................21 10.3 Enforced Delay; Extension of Time of Performance .............................................21 10.4 Legal Action...........................................................................................................22 10.5 Periodic Review .....................................................................................................22 10.6 California Law .......................................................................................................23 10.7 Resolution of Disputes ...........................................................................................23 10.8 Attorneys’ Fees ......................................................................................................23 10.9 Hold Harmless .......................................................................................................23 ARTICLE 11 MISCELLANEOUS ..............................................................................................24 11.1 Incorporation of Recitals and Introductory Paragraph ...........................................24 11.2 No Agency .............................................................................................................24 11.3 Enforceability .........................................................................................................24 11.4 Severability ............................................................................................................24 11.5 Other Necessary Acts and City Approvals ............................................................24 11.6 Construction ...........................................................................................................25 183 018135.0004 4925-6939-7024.4 iii 11.7 Other Miscellaneous Terms ...................................................................................25 11.8 Covenants Running with the Land .........................................................................25 11.9 Notices ...................................................................................................................25 11.10 Mortgagee Protection .............................................................................................26 11.11 Entire Agreement, Counterparts And Exhibits ......................................................27 11.12 No Third Party Beneficiaries .................................................................................27 11.13 Recordation Of Development Agreement .............................................................27 Exhibits Exhibit A – Legal Description of Project Site Exhibit B – List of Project Approvals as of Effective Date Exhibit C – City Fees, Exactions, and Payments Exhibit D – Applicable Laws Exhibit E – Form of Assignment and Assumption Agreement 184 018135.0004 4925-6939-7024.4 1 DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT (“Agreement”) is entered into as of [________] (“Effective Date”) by and between Dubuque Center, L.P., a Delaware limited partnership (“Developer”), and the City of South San Francisco, a municipal corporation (“City”), pursuant to California Government Code (“Government Code”) sections 65864 et seq. Developer and City are sometimes collectively referred to herein as “Parties.” RECITALS A. To strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California enacted California Government Code sections 65864 et seq., which authorizes City to enter into an agreement with any person having a legal or equitable interest in real property for the development of such property. B. Pursuant to Government Code section 65865, City has adopted procedures and requirements for the consideration of development agreements (South San Francisco Municipal Code (“SSFMC”) Chapter 19.60). This Agreement has been processed, considered, and executed in accordance with such procedures and requirements. C. Developer has a legal and/or equitable interest in certain real property located in the City on the approximately 5.89-acre site commonly known as “800 – 890 Dubuque Ave.,” as more particularly described in Exhibit A (“Project Site”). Developer has requested City to enter into a development agreement and proceedings have been taken in accordance with the rules and regulations of the City with regard to Developer’s proposed Project (as defined below). D. The terms and conditions of this Agreement have undergone extensive review by Developer, City, and the City of South San Francisco City Council (“City Council”) members and have been found to be fair, just, and reasonable. E. The City Council believes that the best interests of the citizens of the City of South San Francisco and the public health, safety, and welfare will be served by entering into this Agreement. F. This Agreement and the Project (as defined in Section 1.1 of this Agreement) will be consistent with the City of South San Francisco General Plan (“General Plan”), and the SSFMC. G. Development (as defined in Section 1.16 of this Agreement) of the Project Site with the Project in accordance with this Agreement will provide substantial benefits to and will further important policies and goals of City. This Agreement will, among other things, benefit the City by (1) advancing the City’s economic development goals of enhancing the competitiveness of the local economy and maintaining a strong and diverse revenue and job base, (2) creating a state-of- the art transit-oriented office/R&D development to advance General Plan objectives for the East of 101 Transit Core area, (3) making significant investments in expanding and upgrading access to transit and multimodal circulation, (4) supporting the City’s achievement of its Climate Action Plan goals through incorporation of environmentally sensitive design and equipment, energy 185 018135.0004 4925-6939-7024.4 2 conservation features, water conservation measures, and other sustainability features, (5) generating construction-related benefits, including employment, economic and fiscal benefits related to new construction, and (6) generating fiscal benefits to the City and San Mateo County due to community benefits payments, taxes and other revenue sources from operations. H. In exchange for the benefits to City described in the preceding Recital, together with the other public benefits that will result from the Development of the Project, Developer will receive by this Agreement assurance that it may proceed with the Project in accordance with Applicable Law (as defined in Section 1.6 of this Agreement), and therefore desires to enter into this Agreement. I. This Agreement will eliminate uncertainty in planning and provide for the orderly Development of the Project on the Project Site, facilitate progressive installation of necessary improvements, provide for public services appropriate to the Development of the Project on the Project Site, and generally serve the purposes for which development agreements under section 65864, et seq. of the California Government Code are intended. J. On July 12, 2023, following review and recommendation by the South San Francisco Planning Commission (“Planning Commission”) and after a duly noticed public hearing, by Resolution No. 118-2023, the City Council adopted the Initial Study / Mitigated Negative Declaration (“MND”) in accordance with the California Environmental Quality Act (Public Resources Code §§ 21000 et seq. (“CEQA”)) and the CEQA Guidelines (California Code of Regulations, Title 14, §§ 15000 et seq.). The MND analyzed the potential environmental impacts of Development of the Project on the Project Site. Concurrent with its adoption of the MND, and by the same resolution, the City Council duly adopted a Mitigation Monitoring and Reporting Program (“MMRP”) for the Project. The MMRP identifies all mitigation measures identified in the MND that are applicable to the Project and sets forth a program for monitoring or reporting on the implementation of such mitigation measures. K. Also on July 12, 2023, after a duly noticed public hearing, the City Council duly adopted Resolution No. 119-2023 approving the Design Review Permit, Transportation Demand Management Plan (“TDM Plan”), and Community Benefits Proposal for the Project. L. On ________, 2025, following a duly noticed public hearing, by Resolution No. [________], the Planning Commission recommended that the City Council adopt an ordinance approving and authorizing the execution of this Agreement. M. On ___________2025, after a duly noticed public hearing, the City Council introduced Ordinance No. [_______], approving and authorizing execution of this Agreement. N. On __________ 2025, at a duly noticed public meeting, the City Council adopted on second reading Ordinance No. [________], approving and authorizing execution of this Agreement. O. The entitlements described in Recitals J through N, and listed on Exhibit B, are collectively referred to herein as the “Project Approvals.” 186 018135.0004 4925-6939-7024.4 3 P. The Project has been designed to fulfill the Development vision of the Project Approvals consistent with the City’s land use policies and regulations, and to secure Developer’s ability to achieve the Development potential of the Project Site at an appropriate level of growth. Q. In adopting Ordinance No. [________], the City Council found that this Agreement is consistent with the General Plan and Title 20 of the SSFMC and has followed all necessary proceedings in accordance with the City’s rules and regulations for the approval of this Agreement. AGREEMENT NOW, THEREFORE, the Parties, pursuant to the authority contained in Government Code sections 65864 through 65869.5 and Chapter 19.60 of the South San Francisco Municipal Code in effect on the Effective Date and in consideration of the mutual covenants and agreements contained herein, agree as follows: ARTICLE 1 DEFINITIONS 1.1 Project Description. As used herein, “Project” shall mean the Development on the Project Site as contemplated by the Project Approvals and, as and when they are issued, the Subsequent Approvals, including, without limitation, the permitted uses, density and intensity of uses, and maximum size and height of buildings specified in the General Plan and in Title 20 of the SSFMC, and as such Project Approvals and Subsequent Approvals may be further defined or modified pursuant to the provisions of this Agreement. Without limitation, the Project shall consist of three office/research and development buildings of 10 stories, 9 stories, and 6 stories respectively, with a combined floor area of approximately 857,000 sf, and a 4-level subterranean parking structure with approximately 1,335 spaces, for a parking ratio of 1.5 spaces/1,000 sf; and off-site circulation and infrastructure improvements, all as set forth in the Project Approvals. 1.2 “Administrative Agreement Amendment” shall have that meaning set forth in Section 7.2 of this Agreement. 1.3 “Administrative Project Amendment” shall have that meaning set forth in Section 7.1 of this Agreement. 1.4 “Affiliate” shall have that meaning set forth in Section 8.1 of this Agreement. 1.5 “Agreement” shall mean this Development Agreement. 1.6 “Applicable Law” shall have that meaning set forth in Section 6.3 of this Agreement. 1.7 “CEQA” shall have that meaning set forth in Recital J of this Agreement. 1.8 “City” shall mean the City of South San Francisco. 1.9 “City Council” shall mean the City of South San Francisco City Council. 187 018135.0004 4925-6939-7024.4 4 1.10 “City Law” shall have that meaning set forth in Section 6.5 of this Agreement. 1.11 “CFD” shall have that meaning set forth in Section 5.6 of this Agreement. 1.12 “Community Benefits Proposal” shall have that meaning set forth in Section 3.3 of this Agreement. 1.13 “Control,” “controlled,” and “controlling” shall have that meaning set forth in Section 8.1 of this Agreement. 1.14 “Deficiencies” shall have that meaning set forth in Section 9.2 of this Agreement. 1.15 “Developer” shall mean Dubuque Center, L.P. and any successors or assignees pursuant to Article 8 of this Agreement. 1.16 “Development” or “Develop” shall mean the division or subdivision of land into one or more parcels; the construction, reconstruction, conversion, structural alteration, relocation, improvement, maintenance, or enlargement of any structure; any excavation, fill, grading, landfill, or land disturbance; the construction of specified road, path, trail, transportation, water, sewer, electric, communications, and wastewater infrastructure directly related to the Project whether located within or outside the Project Site; the installation of landscaping and other facilities and improvements necessary or appropriate for the Project; and any use or extension of the use of land. 1.17 “Development Fees” shall have that meaning set forth in Section 3.2 of this Agreement. 1.18 “Direct Community Benefits” shall have that meaning set forth in Section 3.3 of this Agreement. 1.19 “Effective Date” shall have that meaning set forth in the introductory paragraph to this Agreement. 1.20 “FAR” shall have that meaning set forth in Section 3.3 of this Agreement. 1.21 “Final Payment” shall have that meaning set forth in Section 3.3 of this Agreement. 1.22 “Force Majeure Delay” shall have that meaning set forth in Section 10.3 of this Agreement. 1.23 “GDP” shall have that meaning set forth in Section 10.3 of this Agreement. 1.24 “General Plan” shall have that meaning set forth in Recital F of this Agreement. 1.25 “Initial Pre-Payment” shall have that meaning set forth in Section 3.3 of this Agreement. 1.26 “Judgment” shall have that meaning set forth in Section 9.2 of this Agreement. 188 018135.0004 4925-6939-7024.4 5 1.27 “Legal Challenge” shall have that meaning set forth in Section 9.1 of this Agreement. 1.28 “MND” shall have that meaning set forth in Recital J of this Agreement. 1.29 “Monetary Contribution” shall have that meaning set forth in Section 3.3 of this Agreement. 1.30 “Mortgage” shall have that meaning set forth in Section 11.10 of this Agreement. 1.31 “Mortgagee” shall mean the beneficiary of any Mortgage. 1.32 “MMRP” shall have that meaning set forth in Recital J of this Agreement. 1.33 “Parties” shall mean the Developer and City, collectively. 1.34 “Periodic Review” shall have that meaning set forth in Section 10.5 of this Agreement. 1.35 “Planning Commission” shall have that meaning set forth in Recital J of this Agreement. 1.36 “Project Approvals” shall have that meaning set forth in Recital O of this Agreement. 1.37 “Project Site” shall have that meaning set forth in Recital C of this Agreement. 1.38 “Second Pre-Payment” shall have that meaning set forth in Section 3.3 of this Agreement. 1.39 “Severe Economic Recession” shall have that meaning set forth in Section 10.3 of this Agreement. 1.40 “SOV” shall have that meaning set forth in Section 3.4 of this Agreement. 1.41 “SSFMC” shall have the meaning set forth in Recital B of this Agreement. 1.42 “Subsequent Approvals” shall mean those certain other land use approvals, entitlements, and permits other than the Project Approvals that are necessary or desirable for the Project. In particular, for example and without limitation, the parties contemplate that Developer may, at its election, seek approvals for the following: amendments of the Project Approvals; improvement agreements; grading permits; demolition permits; building permits; lot line adjustments; sewer, water, and utility connection permits; certificates of occupancy; subdivision map approvals; parcel map approvals; resubdivisions; zoning and rezoning approvals; conditional use permits; minor use permits; sign permits; any subsequent approvals required by other state or federal entities for Development and implementation of the Project that are sought or agreed to in writing by Developer; and any amendments to, or repealing of, any of the foregoing. 1.43 “TDM Plan” shall have that meaning set forth in Recital K of this Agreement. 189 018135.0004 4925-6939-7024.4 6 1.44 “Term” shall have that meaning set forth in Section 2.2 of this Agreement. 1.45 “Third Pre-Payment” shall have that meaning set forth in Section 3.3 of this Agreement. 1.46 To the extent that any capitalized terms contained in this Agreement are not defined above, then such terms shall have the meaning otherwise ascribed to them elsewhere in this Agreement, or if not in this Agreement, then by controlling law, including the SSFMC. ARTICLE 2 EFFECTIVE DATE AND TERM 2.1 Effective Date. This Agreement is effective as of the Effective Date first set forth above. 2.2 Term. The term of this Agreement shall commence upon the Effective Date and continue (unless this Agreement is otherwise terminated or extended as provided in this Agreement) until ten (10) years plus one (1) day after the Effective Date (“Term”). 2.3 Administrative Extension. Developer shall have the right to request an extension due to (1) any Litigation Tolling Period equal to the period of excusable delay or as mutually agreed to by the Parties, (2) delays related to other public agency approvals necessary to carry out the Project or for any building moratorium equal to the period of delay, and (3) Force Majeure Delay. Developer may also request an extension due to delays resulting from economic or other conditions that are not within the Developer’s control, which such approval is subject to City’s reasonable discretion. City shall process such requested extension as a request for an Administrative Agreement Amendment pursuant to Section 7.2. ARTICLE 3 OBLIGATIONS OF DEVELOPER 3.1 Obligations of Developer Generally. The Parties acknowledge and agree that City’s agreement to perform and abide by the covenants and obligations of City set forth in this Agreement is a material consideration for Developer’s agreement to perform and abide by its long- term covenants and obligations, as set forth herein. The Parties acknowledge that many of Developer’s long-term obligations set forth in this Agreement are in addition to Developer’s agreement to perform all the applicable mitigation measures identified in the MMRP and conditions of approval applicable to the Project. Failure by Developer to make any of the payments called for in this Article 3 at the times and in the amounts specified shall constitute a default by Developer subject to the provisions of Article 10 of this Agreement. 3.2 City Development Fees. (a) Developer shall pay those processing, building permit, inspection and plan checking fees and charges required by City for processing applications and requests for Subsequent Approvals under the applicable regulations in effect at the time such applications and requests are submitted to City. 190 018135.0004 4925-6939-7024.4 7 (b) Consistent with the terms of the Agreement, City shall have the right to impose only such development fees (“Development Fees”) as had been adopted by City as of the Effective Date, as set forth in Exhibit C, and at the rates of such Development Fees in effect at the time of payment of the Development Fees. The Development Fees shall be paid at the time set forth in Exhibit C except as otherwise provided in Article 3 of this Agreement. This Section 3.2(b) shall not prohibit City from imposing on Developer any fee or obligation that is imposed by a regional agency or the State of California in accordance with state or federal obligations and required to be implemented by City. (c) For any Development Fees in effect as of the Effective Date but no longer in effect at the time of payment, Developer shall pay the rate in effect as of the Effective Date plus an increase of five percent (5%) annually, which shall be applied as of July 1 each year. Notwithstanding any City ordinance or regulation regarding allocation of Development Fees, City shall allocate Developer’s payments for such Development Fees to the then-existing impact fee fund that most closely corresponds to the purpose for which each fee has been paid, in City’s reasonable discretion. 3.3 Community Benefits Proposal. In connection with construction of the Project, Developer shall satisfy the terms of the “Community Benefits Proposal” approved by the City Council pursuant to Resolution No. 119-2023 and as modified herein. (a) SSFMC Chapter 20.395 establishes a Community Benefits Program, which is required to be satisfied for commercial development above a floor area ratio (“FAR”) of 1.0. The Community Benefits Program may be satisfied through either (1) payment of a Community Benefits Fee, which is currently calculated at a rate of Twenty Dollars ($20.00) per gross square foot of commercial development above a floor area ratio of 1.0, as such fee amount may be adjusted by the City Council from time to time, or (2) entering a Community Benefits Agreement, which may include payment of Community Benefits Fees to satisfy part of the benefit. (b) The Project’s Community Benefits Proposal establishes a monetary value for several direct Project commitments that are consistent with the City’s priorities for the Community Benefits Program (the “Direct Community Benefits”), as described in Section 3.3(c), and applies these toward the total value due to the City pursuant to the Community Benefits Program. The remaining value due to the City pursuant to the Community Benefits Program is required to be satisfied through a monetary contribution (the “Monetary Contribution”). For informational purposes, at the time the City Council approved the Project Approvals, the total value of the Community Benefits Proposal was Twelve Million Six Hundred Twenty Thousand Dollars ($12,620,000), including (i) the Direct Community Benefits (Seven Million Eight Hundred Seventy-Seven Thousand and Five Hundred Dollars ($7,877,500)) and (ii) the Monetary Contribution (Four Million Seven Hundred Forty-Two Thousand and Five Hundred Dollars ($4,742,500)). (c) For purposes of this Development Agreement, the City shall apply the value of the following Direct Community Benefits as credits against the Community Benefits Fee that would otherwise be due, with a total credit value of Seven Million Eight Hundred Seventy-Seven Thousand and Five Hundred Dollars ($7,877,500): 191 018135.0004 4925-6939-7024.4 8 (i) Developer shall provide plaza space on the Project Site, substantially in the size and in the locations provided in the Project Approvals, that is publicly accessible during business hours. The City will consider approximately 40% of the cost of these plazas as a Direct Community Benefit, at a value of Two Million Six Hundred Twenty Thousand Dollars ($2,620,000). Nothing in this Agreement shall prohibit Developer from enacting reasonable rules and regulations for the usage of such open space, including regulations related to hours of operation, security, and conduct within such open space. (ii) Developer shall improve public access and connectivity around the Project Site by installing new landscaping and sidewalk improvements, as well as facilitate vehicular and pedestrian connections to the Caltrain Station, as set forth in the Project Approvals. The City will consider approximately 35% of this estimated cost, or Three Million Seven Hundred Twenty-Seven Thousand and Five Hundred Dollars ($3,727,500), as a Direct Community Benefit. If the enhanced connectivity improvements identified in the Project Approvals are not possible due to external factors that are not within Developer’s control, Developer will instead submit a proposal for equivalent alternative pedestrian improvements or appropriate replacement, subject to the Chief Planner’s review and approval prior to issuance of building permits for the Project. Submittal requirements will include an in-kind valuation, site plan, and specifications for any proposed improvements. A financial contribution may be permitted if equivalent on-site improvements are not possible. (iii) Developer has committed to 100% electric buildings, furthering the City’s Climate Action Plan goals by avoiding use of natural gas. The City will consider approximately 30% of the added upfront cost, or One Million Five Hundred Thirty Thousand Dollars ($1,530,000), as a Direct Community Benefit toward mitigating the impacts of sea level rise. (d) Developer shall pay to City its Monetary Contribution in the following amounts and at the following times, which payments City, in its sole discretion, may allocate and spend for any authorized governmental purpose: (i) Unless Developer has commenced construction and paid all fees due by the first (1st) anniversary of the Effective Date, Developer shall make an initial One Million Dollar ($1,000,000) payment towards Developer’s total Monetary Contribution (the “Initial Pre- Payment”); (ii) Unless Developer has commenced construction and paid all fees due by the third (3rd) anniversary of the Effective Date, Developer shall pay an additional One Million Dollars ($1,000,000) payment towards Developer’s total Monetary Contribution (the “Second Pre-Payment”); and (iii) Unless Developer has commenced construction and paid all fees due by the fifth (5th) anniversary of the Effective Date, Developer shall pay fifty percent (50%) of the remaining Monetary Contribution (the “Third Pre-Payment”). The Third Pre-Payment shall be calculated by multiplying the Community Benefits Fee rate then in effect by the square foot of proposed development in the Project above 1.0 FAR, then subtracting the value of the Direct 192 018135.0004 4925-6939-7024.4 9 Community Benefits identified above, then subtracting the Initial Pre-Payment and the Second Pre-Payment, then multiplying by fifty percent (50%). The table below provides an example of how the Third Pre-Payment would be calculated, assuming a Citywide Community Benefits Fee of Twenty Dollars ($20.00) per square foot of development over 1.0 FAR, and a proposed development of six hundred thousand (600,000) square feet of development over 1.0 FAR. The Parties acknowledge and agree that this example is provided for illustration purposes only and that the actual Monetary Contribution may differ. Example of Monetary Contribution Calculation as of Third Pre-Payment: Total Community Benefits Fee Due $12,000,000 Minus Direct Community Benefits ($7,877,500) Minus Initial Pre-Payment ($1,000,000) Minus Second Pre-Payment ($1,000,000) Total Remaining Monetary Contribution $2,122,500 Third Pre-Payment (50% of Total Remaining) ($1,061,250) (iv) In lieu of paying the Third Pre-Payment as of the fifth (5th) anniversary date, Developer may elect to provide written notice to the City of its desire to terminate this Agreement. (e) Developer shall pay the remaining portions of the Monetary Contribution (the “Final Payment”) at the times and in the manner set forth in Exhibit C. (f) For any Pre-Payment or payment of the Monetary Contribution made by Developer, Developer shall provide written confirmation of payment to the City which identifies the obligation and the portion of the Monetary Contribution that is being paid. (g) The obligation to satisfy the Community Benefits Proposal , or the right to receive credit for prior completion of the Community Benefits Proposal, or any portion thereof, may be assigned in connection with any assignment and assumption of rights under Article 8 of this Agreement. (h) If Developer does not provide any Pre-Payment or payment of the Monetary Contribution when due, City will provide notice to Developer of its failure to pay and afford an opportunity for Developer to cure by submitting payment within ten (10) business days from receipt of such notice. 193 018135.0004 4925-6939-7024.4 10 (i) Once paid, no Pre-Payment or payment of the Monetary Contribution is refundable in the event Developer does not pursue development of the Project or elects to terminate this Agreement as of the fifth (5th) anniversary of the Effective Date. 3.4 Other Developer Commitments. (a) Transportation Demand Management Plan. Developer shall implement the TDM Plan approved by the City as described in Recital K to reduce the Project-related single occupancy vehicle (“SOV”) trips and to encourage the use of public transit and alternate modes of transportation. The TDM Plan is designed to ensure that at least fifty percent (50%) of Project employee trips to the Project Site occur using non-SOV transportation modes. (b) Dubuque Avenue Widening. Developer shall cooperate with the City to dedicate land for the widening of Dubuque Avenue, including utilizing commercially reasonable efforts to acquire right-of-way from the adjacent property owner to the south of the Project Site, as specified in the Project Approvals. (c) Sustainability Commitments. Developer shall implement the sustainability features identified in the Project Approvals, including achieving LEED Gold Certification, exceeding the baseline requirements established under CALGreen, as well as Fitwel building health certification. (d) Union Labor. Developer shall utilize union labor, including local hire, for mechanical, plumbing, electrical, shoring/dewatering, and electrical skin. (e) Mitigation Measures. Developer shall comply with the Mitigation Measures identified and approved in the MND for the Project, in accordance with CEQA or other law as identified and as set forth on the MMRP. (f) Conditions of Approval. Developer shall comply with the conditions of approval identified and approved for the Project, in accordance with and as set forth in the Project Approvals. ARTICLE 4 OBLIGATIONS OF CITY 4.1 Obligations of City Generally. The Parties acknowledge and agree that Developer’s agreement to perform and abide by its covenants and obligations set forth in this Agreement, including Developer’s decision to site the Project in the City, is a material consideration for City’s agreement to perform and abide by the long-term covenants and obligations of City, as set forth herein. 4.2 Protection of Vested Rights. City acknowledges that the vested rights provided to Developer by this Agreement might prevent some City Law from applying to the Project Site or prevailing over all or any part of this Agreement. City further acknowledges that Developer’s vested rights to Develop the Project Site include the rights provided by the Project Approvals or the Subsequent Approvals, which may not be diminished by the enactment or adoption of City 194 018135.0004 4925-6939-7024.4 11 Law. City shall cooperate with Developer and shall consider undertaking actions mutually agreed by the Parties as necessary to ensure that this Agreement remains in full force and effect. 4.3 Availability of Public Services. To the maximum extent permitted by law and consistent with its authority, City shall reasonably assist Developer in reserving such capacity for sewer and water services as may be necessary to serve the Project. For the avoidance of doubt, City shall have no obligation to assist Developer’s activities related to reserving electrical capacity or service from PG&E. 4.4 Developer’s Right to Rebuild. City agrees that, during the Term of this Agreement, Developer may renovate or rebuild all or any part of the Project should it become necessary due to damage or destruction, within Developer’s sole discretion. Any such renovation or rebuilding shall be subject to the square footage and height limitations vested by this Agreement, and shall comply with the Project Approvals, the building codes existing at the time of issuance of building permits for such rebuilding or reconstruction, and the requirements of CEQA. 4.5 Expedited Plan Check Process. City agrees to provide an expedited plan check process for the approval of Project drawings consistent with its existing practices for expedited plan checks. Developer agrees to pay City’s established fees for expedited plan check services. City shall use reasonable efforts to provide such plan checks within three (3) weeks of a submittal that meets the requirements of Section 5.2. City acknowledges that City’s timely processing of Subsequent Approvals and plan checks is essential to the successful and complete Development of the Project. 4.6 Project Coordination. City shall perform those obligations of City set forth in this Agreement, which the City acknowledges are essential for the Developer to perform its obligations in Article 3. City and Developer shall use good faith and diligent efforts to communicate, cooperate and coordinate with each other during Development of the Project. 4.7 Estoppel Certificates. Developer may at any time, and from time to time, deliver to City notice requesting that City certify to Developer, a potential transferee pursuant to Article 8, a potential lender to Developer, or a Mortgagee in writing: (i) that this Agreement is in full force and effect and creates binding obligations on the Parties; (ii) that this Agreement has not been amended or modified, or if so amended or modified, identifying such amendments or modifications; (iii) that Developer is not in Default in the performance of its obligations under this Agreement, or if in Default, identifying the nature, extent and status of any such Default; and (iv) the findings of the City with respect to the most recent Periodic Review performed pursuant to Section 10.5 of this Agreement. The City Manager or his or her designee, acting on behalf of City, shall execute and return such certificate within thirty (30) calendar days after receipt of the request. ARTICLE 5 COOPERATION – IMPLEMENTATION 5.1 Processing Application for Subsequent Approvals. By approving the Project Approvals, City has made a final policy decision that the Project is in the best interests of the public health, safety and general welfare of the City. Accordingly, in considering any application for a Subsequent Approval, to the maximum extent permitted by law, City shall not use its 195 018135.0004 4925-6939-7024.4 12 discretionary authority to revisit, frustrate, or change the policy decisions or material terms reflected by the Project Approvals, or otherwise to prevent or delay Development of the Project. Instead, the Subsequent Approvals shall be deemed to be tools to implement those final policy decisions. 5.2 Timely Submittals By Developer. Developer acknowledges that City cannot expedite processing Subsequent Approvals until Developer submits complete applications on a timely basis. Developer shall use its best efforts to (i) provide to City in a timely manner any and all documents, applications, plans, and other information necessary for City to carry out its obligations hereunder; and (ii) cause Developer’s planners, engineers, and all other consultants to provide to City in a timely manner all such documents, applications, plans and other necessary required materials as set forth in the Applicable Law. It is the express intent of Developer and City to cooperate and diligently work to obtain any and all Subsequent Approvals. 5.3 Timely Processing By City. Upon submission by Developer of all appropriate applications and processing fees for any Subsequent Approval, City shall, to the maximum extent permitted by law, promptly and diligently commence and complete all steps necessary to act on the Subsequent Approval application including, without limitation: (i) providing at Developer’s expense and subject to Developer’s request and prior approval, reasonable overtime staff assistance and/or staff consultants for planning and processing of each Subsequent Approval application; (ii) if legally required, providing notice and holding public hearings; and (iii) acting on any such Subsequent Approval application. City shall ensure that adequate staff is available, and shall authorize overtime staff assistance as may be necessary, to timely process any such Subsequent Approval application. 5.4 Denial of Subsequent Approval Application. City may deny an application for a Subsequent Approval only if such application does not comply with this Agreement or Applicable Law or with any state or federal law, regulations, plans, or policies as set forth in Section 6.9. 5.5 Other Government Permits. At Developer’s sole discretion and in accordance with Developer’s construction schedule, Developer shall apply for such other permits and approvals as may be required by other governmental or quasi-governmental entities in connection with the Development of, or the provision of services to, the Project. City, at Developer’s expense, shall reasonably cooperate with Developer in its efforts to obtain such permits and approvals and shall, from time to time, at the request of Developer, use its reasonable efforts to assist Developer to ensure the timely availability of such permits and approvals. 5.6 Assessment Districts or Other Funding Mechanisms. (a) Existing Fees. As set forth in Section 3.2, above, the Parties understand and agree that as of the Effective Date the fees, exactions, and payments listed in Exhibit C are the only City fees and exactions that apply to the Project, subject to the credits and exemptions set forth in Article 3 of this Agreement or identified on Exhibit C. (b) Potential East of 101 Area CFD. Developer shall support the City’s formation of a Community Facilities Districts (“CFD”) to levy special taxes within the East of 101 196 018135.0004 4925-6939-7024.4 13 Area as generally established within the parameters described in the City Manager’s presentation of October 2, 2019, provided that (i) the Project’s maximum CFD assessment rate does not exceed one dollar ($1.00) per square foot of assessable real property and (ii) the Project’s maximum CFD assessment rate does not exceed the rate assessed against other office/R&D properties in the East of 101 area. If during the term of this Agreement, Developer forms, or becomes subject to, a separate CFD to fund community facilities within the Dubuque Avenue corridor that would result in an equivalent assessment rate of one dollar ($1.00) per square foot of assessable real property or more, Developer will no longer be required to support the City’s formation of the CFD. Without limitation, City Council shall consider adoption of a resolution of intention to establish the CFD(s), and following adoption, City shall use good faith and diligent efforts, in compliance with Government Code section 53318 et seq., to establish and implement the CFD(s) pursuant to the terms of this Agreement, including noticing and conducting necessary public hearings, adoption of resolutions, and, as appropriate, levying special taxes and providing for issuance of CFD bonds. Developer shall not be prohibited from participating in public hearings, negotiations, or other communications regarding the formation of the CFD or the facilities and/or services proposed to be funded by CFD proceeds. (c) Future Taxes and Assessments. City understands that long term assurances by City concerning fees, taxes and assessments are a material consideration for Developer agreeing to enter this Agreement and to pay long term fees, taxes and assessments described in this Agreement. City shall retain the ability to initiate or process applications for the formation of new assessment districts or tax districts or citywide assessments or taxes covering all or any portion of the Project Site. In the event an assessment district or tax district is lawfully formed to provide funding for services, improvements, maintenance, or facilities which are substantially the same as those services, improvements, maintenance, or facilities being funding by the fees or assessments to be paid by Developer under the Project Approvals or this Agreement, such fees or assessments to be paid by Developer shall be subject to reduction/credit in an amount equal to Developer’s new or increased assessment under the assessment district. Alternatively, the new assessment district shall reduce/credit Developer’s new assessment in an amount equal to such fees or assessments to be paid by Developer under the Project Approvals or this Agreement. Except as provided for in Section 5.6(b), Developer retains, and this Agreement shall not restrict or limit, its right to oppose or challenge the formation or proposed adoption of any new assessment district or tax district increased assessment. (d) Application of Fees Imposed by Outside Agencies. City agrees to exempt Developer from any and all fees, including but not limited to, development impact fees, which other public agencies request City to impose at City’s discretion on the Project or Project Site after the Effective Date through the expiration of the Term. Notwithstanding the previous sentence, in the event that another public agency requests that City impose a fee, including a development impact fee on all new development and land use projects on a citywide basis, then any such fee duly adopted by City shall apply to the Project. This Section 5.6(d) shall not prohibit City from imposing on Developer any fee or obligation that is imposed by a regional agency in accordance with state or federal obligations implemented by City in cooperation with such regional agency, or that is imposed by the State of California. 197 018135.0004 4925-6939-7024.4 14 ARTICLE 6 STANDARDS, LAWS AND PROCEDURES GOVERNING THE PROJECT 6.1 Vested Right to Develop. Developer shall have a vested right to Develop the Project on the Project Site in accordance with the terms and conditions of this Agreement, the Project Approvals, the Subsequent Approvals (as and when they are issued), and Applicable Law. Nothing in this section shall be deemed to eliminate or diminish the requirement of Developer to obtain any required Subsequent Approvals, or to eliminate or diminish Developer’s right to have its applications for any Subsequent Approval timely processed by City in accordance with this Agreement and Applicable Law. 6.2 Permitted Uses Vested by This Agreement. The vested permitted uses of the Project Site; the vested density and intensity of use of the Project Site; the vested maximum height, bulk, and size of proposed buildings; vested provisions for reservation or dedication of land for public purposes and the location of public improvements; the general location of public utilities; and other vested terms and conditions of Development applicable to the Project, shall be as set forth in the vested Project Approvals and, as and when they are issued (but not in limitation of any right to Development as set forth in the Project Approvals) the vested Subsequent Approvals. The vested permitted uses for the Project shall include those uses listed as “permitted” in the Project Approvals, as they may be amended from time to time in accordance with this Agreement. 6.3 Applicable Law. The rules, regulations, official policies, standards and specifications applicable to the Project (the “Applicable Law”) shall be those set forth in this Agreement and the Project Approvals, and, with respect to matters not addressed by this Agreement or the Project Approvals, those rules, regulations, official policies, standards and specifications (including City ordinances and resolutions) governing permitted uses, building locations, timing of construction, densities, design, heights, fees, exactions, and taxes in force and effect on the Effective Date of this Agreement. A list of Applicable Law is provided in Exhibit D. 6.4 Uniform Codes. At the time it issues permits for construction, City may apply to the Project Site, at any time during the Term, then current Uniform Building Code and other uniform construction codes, and City’s then current design and construction standards for road and storm drain facilities, provided any such uniform code or standard has been adopted and uniformly applied by City on a citywide basis and provided that no such code or standard is adopted for the purpose of preventing or otherwise limiting Development of all or any part of the Project. Notwithstanding the foregoing, with respect to any local “reach codes” adopted by City after the Effective Date (including, without limitation, any local measures to restrict use of natural gas or require on-site renewable energy generation, or to require energy efficiency measures beyond Title 24 requirements), City may, at any time, excuse Developer from compliance with such reach codes on the basis of a written good faith assessment by Developer that compliance will not be feasible, including for technological or financial reasons, or that compliance would frustrate the goals of the Project Approvals or this Agreement. 6.5 No Conflicting Enactments. Developer’s vested right to Develop the Project shall not be diminished by City approval (whether by action of the City Council or by initiative, referendum or other means) of any ordinance, resolution, rule, regulation, standard, directive, condition or other measure (each individually, a “City Law”) that is in conflict with Applicable 198 018135.0004 4925-6939-7024.4 15 Law or this Agreement or that reduces the rights or assurances provided by this Agreement. Without limiting the generality of the foregoing, any City Law shall be deemed to conflict with Applicable Law or this Agreement or reduce the Development rights provided hereby if it would accomplish any of the following results, either by specific reference to the Project or as part of a general enactment which applies to or affects the Project: (a) Change any land use designation or permitted use of the Project Site; (b) Limit or control the availability of public utilities, services, or facilities, or any privileges or rights to public utilities, services, or facilities (for example, water rights, water connections or sewage capacity rights, sewer connections, etc.) for the Project, provided that Developer has complied with all applicable requirements for receiving or using public utilities, services, or facilities; (c) Limit or control the location of buildings, structures, grading, or other improvements of the Project in a manner that is inconsistent with or more restrictive than the limitations included in the Project Approvals or the Subsequent Approvals (as and when they are issued); (d) Limit or control the rate, timing, phasing, or sequencing of the Development of all or any part of the Project in any manner; (e) Result in Developer having to substantially delay Development of the Project or require the issuance of additional permits or approvals by City other than those required by Applicable Law; (f) Establish, enact, increase, or impose against the Project or Project Site any fees, taxes (including without limitation general, special and excise taxes but excluding any increased local (city or county) sales tax or increases city business license tax), assessments, liens or other monetary obligations (including generating demolition permit fees, encroachment permit and grading permit fees) other than those specifically permitted by this Agreement or other connection fees imposed by third party utilities; (g) Impose against the Project any condition, dedication or other exaction not specifically authorized by Applicable Law; or (h) Limit the processing or procuring of applications and approvals of Subsequent Approvals. 6.6 Initiatives and Referenda; Other City Actions Related to Project. (a) If any City Law is enacted or imposed by initiative or referendum, or by the City Council directly or indirectly in connection with any proposed initiative or referendum, which City Law would conflict with Applicable Law or this Agreement or reduce the Development rights provided by this Agreement, such Law shall only apply to the Project to the extent it would not diminish Developer’s vested rights to Develop the Project. 199 018135.0004 4925-6939-7024.4 16 (b) Except as authorized in Section 6.9, without limiting the generality of any of the foregoing, no moratorium or other limitation (whether relating to the rate, timing, phasing or sequencing of Development) affecting subdivision maps, building permits or other entitlements to use that are approved or to be approved, issued or granted within the City, or portions of the City, shall diminish Developer’s vested rights to Develop the Project. (c) To the maximum extent permitted by law, City shall cooperate with Developer and shall undertake such actions as may be necessary to ensure this Agreement remains in full force and effect. (d) Developer reserves the right to challenge in court any City Law that would reduce the Development rights provided by this Agreement. 6.7 Environmental Review and Mitigation. The Parties understand that the MND and MMRP were intended to be used in connection with each of the Project Approvals and Subsequent Approvals needed for the Project. Consistent with the CEQA policies and requirements applicable to the MND, City agrees to use the MND and MMRP in connection with the processing of any Subsequent Approval to the maximum extent allowed by law and not to impose on the Project any mitigation measures other than those specifically imposed by the Project Approvals, MND, and MMRP, or specifically required by CEQA or other Applicable Law, except as provided for in this Section 6.7. Without limitation of the foregoing, the Parties acknowledge that Subsequent Approvals may be eligible for one or more streamlining provisions under CEQA, including Public Resources Code section 21083.3 and CEQA Guidelines section 15183. Consistent with CEQA, a future, additional CEQA document may be prepared for any Subsequent Approval. Developer specifically acknowledges and agrees that City, as lead agency, is responsible and retains sole discretion to determine whether an additional CEQA document must be prepared, which discretion City agrees it shall not exercise unreasonably or delay. 6.8 Life of Development Approvals and Permits. The term of any permit, rezoning, or other land use entitlement approved as a Project Approval or Subsequent Approval shall automatically be extended for the longer of the Term (including any extensions) or the term otherwise applicable to such Project Approval or Subsequent Approval if this Agreement is no longer in effect. The Term of this Agreement and the term of any other Project Approval or Subsequent Approval shall not include any period of time during which a Development moratorium (including, but not limited to, a water or sewer moratorium or water and sewer moratorium) or the actions of other public agencies that regulate land use, Development or the provision of services to the land, prevents, prohibits or delays the construction of the Project or a lawsuit involving any such Development approvals or permits is pending. 6.9 State and Federal Law. As provided in Government Code section 65869.5, this Agreement shall not preclude the application to the Project of changes in laws, regulations, plans or policies, to the extent that such changes are specifically mandated and required by changes in state or federal laws or regulations. Not in limitation of the foregoing, nothing in this Agreement shall preclude City from imposing on Developer any fee specifically mandated and required by state or federal laws and regulations. In the event of any changes required by state or federal laws or regulations, the Developer and City shall meet and confer in good faith to determine what, if any, modifications to this Agreement and/or the Project Approvals would allow the Project and 200 018135.0004 4925-6939-7024.4 17 City to comply with such state or federal law or regulation while preserving to the maximum extent feasible the spirit and intent of the Parties in this Agreement and the Project Approvals. 6.10 Timing and Review of Project Construction and Completion. Except as expressly provided in the Project Approvals, Developer shall have the vested right to Develop the Project in such order, at such rate and at such times as the Developer deems appropriate in the exercise of its sole business judgment. In particular, and not in any limitation of any of the foregoing, since the California Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37 Cal.3d 465 (1984), that the failure of the parties therein to consider, and expressly provide for, the timing of Development resulted in a later-adopted initiative restricting the timing of Development to prevail over such Parties’ agreement, it is the desire of the Parties hereto to avoid that result. The Parties acknowledge that, except as otherwise provided for in the Project Approvals, Developer shall have the vested right to Develop the Project on the Project Site in such order and at such rate and at such times as the Developer deems appropriate in the exercise of its business judgment. Nothing in this Agreement shall create any obligation for Developer to complete development of the Project, or any portion thereof, except and to the extent set forth in the Project Approvals. ARTICLE 7 AMENDMENT 7.1 Project Amendments. To the extent permitted by state and federal law, any Project Approval or Subsequent Approval may, from time to time, be amended or modified in the following manner: (a) Administrative Project Amendments. Upon the written request of Developer for an amendment or modification to a Project Approval or Subsequent Approval, City’s Chief Planner or his/her designee shall determine: (i) whether the requested amendment or modification is minor when considered in light of the Project as a whole; and (ii) whether the requested amendment or modification is consistent with this Agreement and Applicable Law. If the Chief Planner or his/her designee finds that the proposed amendment or modification is minor, consistent with this Agreement and Applicable Law, and will result in no new significant impacts not addressed and mitigated in the MND, the amendment shall be determined to be an “Administrative Project Amendment” and the Chief Planner or his/her designee may, except to the extent otherwise required by law, approve the Administrative Project Amendment without notice and public hearing. Without limiting the generality of the foregoing, lot line adjustments, minor alterations in vehicle circulation patterns or vehicle access points, location of parking stalls on the site, number of required parking stalls if City development standards allow, substitutions of comparable landscaping for any landscaping shown on any final development plan or landscape plan, variations in the location of structures that do not substantially alter the design concepts of the Project, location or installation of utilities and other infrastructure connections or facilities that do not substantially alter the design concepts of the Project, and minor adjustments to the Project Site diagram or Project Site legal description shall be treated as Administrative Project Amendments. Any requested amendment seeking modification of or deviation from the performance or development standards contained in the Municipal Code and which would otherwise require a discretionary approval by the City Council, Planning Commission, or other formal approval body shall not be treated as an Administrative Project Amendment. 201 018135.0004 4925-6939-7024.4 18 (b) Non-Administrative Project Amendments. Any request by Developer for an amendment or modification to a Project Approval or Subsequent Approval which is determined not to be an Administrative Project Amendment as set forth above shall be subject to review, consideration and action pursuant to the Applicable Law and this Agreement. 7.2 Amendment of this Agreement. This Agreement may be amended from time to time, in whole or in part, by mutual written consent of the Parties hereto or their successors in interest, as follows: (a) Administrative Agreement Amendments. Any amendment to this Agreement which does not substantially affect (i) the Term, (ii) permitted uses of the Project Site, (iii) provisions for the reservation or dedication of land, (iv) conditions, terms, restrictions, or requirements for subsequent discretionary actions, (v) the density or intensity of use of the Project Site or the maximum height or size of proposed buildings or (vi) monetary contributions by Developer, shall be considered an “Administrative Agreement Amendment” and shall not, except to the extent otherwise required by law, require notice or public hearing before the parties may execute an amendment hereto. Administrative Agreement Amendments may be approved by the City Manager or, in the sole discretion of the City Manager, the City Manager may refer any proposed Administrative Agreement Amendment to the City Council for consideration and approval or denial. (b) Other Agreement Amendments. Any amendment to this Agreement other than an Administrative Agreement Amendment shall be subject to recommendation by the Planning Commission (by advisory resolution) and approval by the City Council (by ordinance) following a duly noticed public hearing before the Planning Commission and City Council, consistent with Government Code sections 65867 and 65867.5. (c) Amendment Exemptions. No Subsequent Approval, or amendment of a Project Approval or Subsequent Approval, shall require an amendment to this Agreement. Instead, any such matter automatically shall be deemed to be incorporated into the Project and vested under this Agreement. ARTICLE 8 ASSIGNMENT AND TRANSFER 8.1 Assignment and Transfer. (a) Developer may transfer or assign all or any portion of its interests, rights, or obligations under the Agreement and the Project approvals to third parties acquiring an interest or estate in the Project or the Project Site or any portions thereof including, without limitation, purchasers or lessees of lots, parcels, or facilities. Prior to any such transfer or assignment, Developer will seek City’s prior written consent thereof, which consent will not be unreasonably withheld or delayed. City may refuse to give consent only if, in light of the proposed transferee’s reputation and financial resources, such transferee would not, in City’s reasonable opinion, be able to perform the obligations proposed to be assumed by such transferee. To assist the City Manager in determining whether to provide consent to a transfer or assignment, the City Manager may request from the transferee (directly or through Developer) reasonable documentation of 202 018135.0004 4925-6939-7024.4 19 transferee’s understanding of, financial resources, and ability and plan to perform the obligations proposed to be assumed by transferee, including without limitation obligations specifically identified in this Agreement, the Project Approvals, the MND and MMRP, the General Plan, Zoning Ordinance, and the TDM Plan. Such determination will be made by the City Manager and will be appealable by Developer to the City Council. For any transfer of all or any portion of the Property, the Developer and assignee shall enter into an assignment and assumption agreement in substantially the form set forth in Exhibit E. (b) Notwithstanding any other provision of this Agreement to the contrary, each of following Transfers are permitted and shall not require City consent under this Section 8.1: (i) Any transfer for financing purposes to secure the funds necessary for construction and/or permanent financing of the Project; (ii) An assignment of this Agreement to an Affiliate; (iii) Transfers of common area to a property owners association; (iv) Dedications and grants of easements and rights of way required in accordance with the Project Approvals; (v) Transfers in the event of foreclosure or deed in lieu thereof; or (vi) Any leasing activity. (c) For the purposes of this Section 8.1, “Affiliate” means an entity or person that is directly or indirectly controlling, controlled by, or under common control or management of or with Developer. For the purposes of this definition, “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity or a person, whether through the ownership of voting securities, by contract, or otherwise, and the terms “controlling” and “controlled” have the meanings correlative to the foregoing. ARTICLE 9 COOPERATION IN THE EVENT OF LEGAL CHALLENGE 9.1 Cooperation. In the event of any administrative, legal, or equitable action or other proceeding instituted by any person not a party to the Agreement challenging the validity of any provision of the Agreement, or any Project Approval or Subsequent Approval (“Legal Challenge”), the Parties will cooperate in defending such action or proceeding. City shall promptly (within five business days) notify Developer of any such Legal Challenge against City. If City fails promptly to notify Developer of any Legal Challenge against City or if City fails to cooperate in the defense, Developer will not thereafter be responsible for City’s defense. The Parties will use best efforts to select mutually agreeable legal counsel to defend such Legal Challenge, and Developer will pay compensation for such legal counsel (including City Attorney time and overhead for the defense of such action), but will exclude other City staff overhead costs and normal day-to-day business expenses incurred by City. Developer’s obligation to pay for legal counsel will extend to attorneys’ fees incurred on appeal. In the event City and Developer are unable to select mutually agreeable legal counsel to defend such Legal Challenge, each party may 203 018135.0004 4925-6939-7024.4 20 select its own legal counsel and Developer will pay its and City’s attorneys’ fees and costs. Developer shall reimburse City for all reasonable court costs and attorneys’ fees expended by City in defense of any such Legal Challenge or payable to any prevailing plaintiff/petitioner. 9.2 Reapproval. (a) If, as a result of any Legal Challenge, all or any portion of the Agreement or the Project Approvals are set aside or otherwise made ineffective by any judgment in such action or proceeding (“Judgment”), based on procedural, substantive or other deficiencies (“Deficiencies”), the Parties will use their respective best efforts to sustain and reenact or readopt the Agreement, and/or the Project approvals, that the Deficiencies related to, as follows, unless the Parties mutually agree in writing to act otherwise: (i) If any Judgment requires reconsideration or consideration by City of the Agreement or any Project approval, then City will consider or reconsider that matter in a manner consistent with the intent of the Agreement and with Applicable Law. If any such Judgment invalidates or otherwise makes ineffective all or any portion of the Agreement or Project approval, then the Parties will cooperate and will cure any Deficiencies identified in the Judgment or upon which the Judgment is based in a manner consistent with the intent of the Agreement and with Applicable Law. City will then consider readopting or reenacting the Agreement, or the Project approval, or any portion thereof, to which the Deficiencies related. (ii) Acting in a manner consistent with the intent of the Agreement includes, but is not limited to, recognizing that the Parties intend that Developer may undertake and complete Development of the Project as described in the Agreement, and adopting such ordinances, resolutions, and other enactments as are necessary to readopt or reenact all or any portion of the Agreement or Project approvals without contravening the Judgment. (b) The Parties agree that this Section 9.2 shall constitute a separate agreement entered into concurrently, and that if any other provision of this Agreement, or the Agreement as a whole, is invalidated, rendered null, or set aside by a court of competent jurisdiction, the Parties agree to be bound by the terms of this Section 9.2, which shall survive invalidation, nullification, or setting aside. 9.3 Extension Due to Legal Challenge. In the event that any Legal Challenge has the direct or indirect effect of setting aside or modifying the Project Approvals, or preventing or delaying development of the Project as set forth herein, the Term of this Agreement shall be automatically extended for a tolling period equal to the number of days from the commencement of litigation to its conclusion; provided, however, that such tolling period shall not exceed a total of five (5) years. ARTICLE 10 DEFAULT; REMEDIES; TERMINATION 10.1 Defaults. Any failure by either Party to perform any term or provision of the Agreement, which failure continues uncured for a period of thirty (30) days following written notice of such failure from the other Party (unless such period is extended by mutual written consent), will constitute a default under the Agreement. Any notice given will specify the nature 204 018135.0004 4925-6939-7024.4 21 of the alleged failure and, where appropriate, the manner in which said failure satisfactorily may be cured. If the nature of the alleged failure is such that it cannot reasonably be cured within such 30-day period, then the commencement of the cure within such time period, and the diligent prosecution to completion of the cure thereafter, will be deemed to be a cure within such 30-day period. Upon the occurrence of a default under the Agreement, the non-defaulting party may institute legal proceedings to enforce the terms of the Agreement or, in the event of a material default, terminate the Agreement. If the default is cured, then no default will exist and the noticing party shall take no further action. 10.2 Requirements for Termination by City. If City elects to consider terminating the Agreement due to a material default of Developer, then City will give a notice of intent to terminate the Agreement and the matter will be scheduled for consideration and review by the City Council at a duly noticed and conducted public hearing. Developer will have the right to offer written and oral evidence prior to or at the time of said public hearings. If the City Council determines that a material default has occurred and is continuing, and elects to terminate the Agreement, City will give written notice of termination of the Agreement to Developer by certified mail and the Agreement will thereby be terminated sixty (60) days thereafter. 10.3 Enforced Delay; Extension of Time of Performance. Subject to the limitations set forth below, performance by either party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended, where delays are due to: war; insurrection; strikes and labor disputes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; terrorism; epidemics or pandemics; quarantine or shelter-in-place restrictions; freight embargoes; governmental restrictions or priority; litigation and arbitration, including court delays; legal challenges to this Agreement, the Project Approvals, Subsequent Approvals, or any other approval required for the Project or any initiatives or referenda regarding the same; environmental conditions that have not been previously disclosed or discovered or that could not have been discovered with reasonable diligence that delays the construction or Development of the Property or any portion thereof; unusually severe weather but only to the extent that such weather or its effects (including, without limitation, dry out time) result in delays that cumulatively exceed thirty (30) days for every winter season occurring after commencement of construction of the Project; acts or omissions of the other party; or acts or failures to act of any public or governmental agency or entity (except that acts or failures to act of City shall not excuse performance by City); moratorium; or a Severe Economic Recession (each a “Force Majeure Delay”). An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if Notice by the party claiming such extension is sent to the other party within sixty (60) days of the commencement of the cause. If Notice is sent after such sixty (60) day period, then the extension shall commence to run no sooner than sixty (60) days prior to the giving of such Notice. Times of performance under this Agreement may also be extended in writing by the mutual agreement of City and Developer. Developer’s inability or failure to obtain financing or otherwise timely satisfy shall not be deemed to be a cause outside the reasonable control of the Developer and shall not be the basis for an excused delay unless such inability, failure or delay is a direct result of a Severe Economic Recession. “Severe Economic Recession” means a decline in the monetary value of all finished goods and services produced in the United States, as measured by initial quarterly estimates of United States Gross Domestic Product (“GDP”) published by the United States Department of Commerce Bureau of Economic Analysis (and not subsequent monthly revisions), 205 018135.0004 4925-6939-7024.4 22 lasting more than three (3) consecutive calendar quarters. Any quarter of flat or positive GDP growth shall end the period of such Severe Economic Recession. 10.4 Legal Action. Either Party may institute legal action to cure, correct, or remedy any default, enforce any covenant or agreement in the Agreement, enjoin any threatened or attempted violation thereof, and enforce by specific performance or declaratory relief the obligations and rights of the Parties thereto. Except as provided in Section 10.1, the sole and exclusive remedies for any default or violation of the Agreement will be specific performance or declaratory relief. In any proceeding brought to enforce the Agreement, the prevailing Party will be entitled to recover from the unsuccessful Party all costs, expenses and reasonable attorneys’ fees incurred by the prevailing party in the enforcement proceeding. 10.5 Periodic Review. (a) Conducting the Periodic Review. Throughout the Term, at least once every twelve (12) months following the Effective Date of this Agreement, City shall review the extent of good-faith compliance by Developer with the terms of this Agreement. This review (“Periodic Review”) shall be conducted by the Chief Planner or his/her designee and shall be limited in scope to compliance with the terms of this Agreement pursuant to Government Code section 65865.1. At least ten (10) days prior to the Periodic Review, and in the manner prescribed in Section 11.9 of this Agreement, City shall deposit in the mail or transmit electronically to Developer a copy of any staff report and documents to be relied upon in conducting the Periodic Review and, to the extent practical, related exhibits concerning Developer’s performance hereunder. (b) Developer Submission of Periodic Review Report. Annually commencing one year from the Effective Date and continuing through termination of this Agreement, upon thirty (30) days’ advance notice by the City, Developer shall submit a report to the Chief Planner stating the Developer’s good faith compliance with terms of the Agreement. (c) Good Faith Compliance Review. During the Periodic Review, the Chief Planner shall set a meeting to consider the Developer’s good-faith compliance with the terms of this Agreement. Developer shall be permitted an opportunity to respond to City’s evaluation of Developer’s performance, either orally at the meeting or in a supplemental written statement, at Developer’s election. Such response shall be made to the Chief Planner. At the conclusion of the Periodic Review, the Chief Planner shall make written findings and determinations, on the basis of substantial evidence, as to whether or not Developer has complied in good faith with the terms and conditions of this Agreement. The decision of the Chief Planner shall be appealable to the City Council. If the Chief Planner finds and determines that Developer has not complied with such terms and conditions, the Chief Planner may recommend to the City Council that it terminate or modify this Agreement by giving notice of its intention to do so, in the manner set forth in Government Code sections 65867 and 65868. The costs incurred by City in connection with the Periodic Review process described herein shall be borne by Developer. (d) Failure to Properly Conduct Periodic Review. If City fails, during any calendar year, to either: (i) conduct the Periodic Review or (ii) notify Developer in writing of City’s determination, pursuant to a Periodic Review, as to Developer’s compliance with the terms of this Agreement and such failure remains uncured as of December 31 of any year during the 206 018135.0004 4925-6939-7024.4 23 Term, such failure shall be conclusively deemed an approval by City of Developer’s compliance with the terms of this Agreement for the period of time since the last Periodic Review. (e) Written Notice of Compliance. With respect to any year for which Developer has been determined or deemed to have complied with this Agreement, City shall, within thirty (30) days following request by Developer, execute and deliver to Developer (or to any party requested by Developer) a written “Notice of Compliance,” in recordable form, duly executed and acknowledged by City, that certifies: (i) The Agreement is unmodified and in full force and effect, or if there have been modifications hereto, that this Agreement is in full force and effect as modified and stating the date and nature of such modifications; (ii) That there are no current uncured defaults under this Agreement or specifying the dates and nature of any such default; (iii) Any other information reasonably requested by Developer. City’s failure to deliver to Developer such a Notice of Compliance within such time shall constitute a conclusive presumption against City that this Agreement is in full force and effect without modification, except as may be represented by Developer, and that there are no uncured defaults in the performance of Developer, except as may be represented by Developer. Developer shall have the right, in Developer’s sole discretion, to record such Notice of Compliance. 10.6 California Law. This Agreement shall be construed and enforced in accordance with the laws of the State of California. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of San Mateo County, California. 10.7 Resolution of Disputes. With regard to any dispute involving Development of the Project, the resolution of which is not provided for by this Agreement or Applicable Law, Developer shall, at City’s request, meet with City. The parties to any such meetings shall attempt in good faith to resolve any such disputes. Nothing in this Section 10.7 shall in any way be interpreted as requiring that Developer and City and/or City’s designee reach agreement with regard to those matters being addressed, nor shall the outcome of these meetings be binding in any way on City or Developer unless expressly agreed to by the parties to such meetings. 10.8 Attorneys’ Fees. In any legal action or other proceeding brought by either Party to enforce or interpret a provision of this Agreement, the prevailing party is entitled to reasonable attorneys’ fees and any other costs incurred in that proceeding in addition to any other relief to which it is entitled. 10.9 Hold Harmless. Developer shall hold City and its elected and appointed officers, agents, employees, and representatives harmless from claims, costs, and liabilities for any personal injury, death, or property damage which is a result of, or alleged to be the result of, the construction of the Project, or of operations performed under this Agreement by Developer or by Developer’s contractors, subcontractors, agents or employees, whether such operations were performed by Developer or any of Developer’s contractors, subcontractors, agents or employees. Nothing in this Section 10.9 shall be construed to mean that Developer shall hold City harmless from any claims of personal injury, death or property damage arising from, or alleged to arise from, any gross 207 018135.0004 4925-6939-7024.4 24 negligence or willful misconduct on the part of City, its elected and appointed representatives, offices, agents and employees. ARTICLE 11 MISCELLANEOUS 11.1 Incorporation of Recitals and Introductory Paragraph. The Recitals contained in this Agreement, and the introductory paragraph preceding the Recitals, are hereby incorporated into this Agreement as if fully set forth herein. 11.2 No Agency. It is specifically understood and agreed to by and between the Parties hereto that: (i) the subject Project is a private development; (ii) City has no interest or responsibilities for, or duty to, third parties concerning any improvements until such time, and only until such time, that City accepts the same pursuant to the provisions of this Agreement or in connection with the various Project Approvals or Subsequent Approvals; (iii) Developer shall have full power over and exclusive control of the Project herein described, subject only to the limitations and obligations of Developer under this Agreement, the Project Approvals, Subsequent Approvals, and Applicable Law; and (iv) City and Developer hereby renounce the existence of any form of agency relationship, joint venture or partnership between City and Developer and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between City and Developer. 11.3 Enforceability. City and Developer agree that unless this Agreement is amended or terminated pursuant to the provisions of this Agreement, this Agreement shall be enforceable by any party hereto notwithstanding any change hereafter enacted or adopted (whether by ordinance, resolution, initiative, or any other means) in any applicable general plan, specific plan, zoning ordinance, subdivision ordinance, or any other land use ordinance or building ordinance, resolution or other rule, regulation or policy adopted by City that changes, alters or amends the rules, regulations, and policies applicable to the Development of the Project Site at the time of the approval of this Agreement as provided by Government Code section 65866. 11.4 Severability. If any term or provision of this Agreement, or the application of any term or provision of this Agreement to a particular situation, is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining terms and provisions of this Agreement, or the application of this Agreement to other situations, shall continue in full force and effect unless amended or modified by mutual consent of the parties. Notwithstanding the foregoing, if any material provision of this Agreement, or the application of such provision to a particular situation, is held to be invalid, void or unenforceable, either City or Developer may (in their sole and absolute discretion) terminate this Agreement by providing written notice of such termination to the other party. 11.5 Other Necessary Acts and City Approvals. Each party shall execute and deliver to the other all such other further instruments and documents as may be reasonably necessary to carry out the Project Approvals, Subsequent Approvals and this Agreement and to provide and secure to the other party the full and complete enjoyment of its rights and privileges hereunder. Whenever a reference is made herein to an action or approval to be undertaken by City, the City 208 018135.0004 4925-6939-7024.4 25 Manager or his or her designee is authorized to act on behalf of City, unless specifically provided otherwise by this Agreement or Applicable Law. 11.6 Construction. Each reference in this Agreement or any of the Project Approvals or Subsequent Approvals shall be deemed to refer to the Agreement, Project Approval, or Subsequent Approval as it may be amended from time to time, whether or not the particular reference refers to such possible amendment. This Agreement has been reviewed and revised by legal counsel for both City and Developer, and no presumption or rule that ambiguities shall be construed against the drafting party shall apply to the interpretation or enforcement of this Agreement. 11.7 Other Miscellaneous Terms. The singular shall include the plural; the masculine gender shall include the feminine; “shall” is mandatory; “may” is permissive. If there is more than one signer of this Agreement, the signer obligations are joint and several. 11.8 Covenants Running with the Land. All of the provisions contained in this Agreement shall be binding upon the Parties and their respective heirs, successors and assigns, representatives, lessees, and all other persons acquiring all or a portion of the Project, or any interest therein, whether by operation of law or in any manner whatsoever. All of the provisions contained in this Agreement shall be enforceable as equitable servitudes and shall constitute covenants running with the land pursuant to California law including, without limitation, Civil Code section 1468. Each covenant herein to act or refrain from acting is for the benefit of or a burden upon the Project, as appropriate, runs with the Project Site, and is binding upon the owner of all or a portion of the Project Site and each successive owner during its ownership of such property. 11.9 Notices. Any notice or communication required hereunder between City or Developer must be in writing, and may be given either personally, by email (with original forwarded by regular U.S. Mail), by registered or certified mail (return receipt requested), or by Federal Express or other similar courier promising overnight delivery. If personally delivered, a notice shall be deemed to have been given when delivered to the party to whom it is addressed. If delivered by email, a notice shall be deemed given upon verification of receipt if received before 5:00 p.m. on a regular business day, or else on the next business day. If given by registered or certified mail, such notice or communication shall be deemed to have been given and received on the first to occur of: (i) actual receipt by any of the addressees designated below as the party to whom notices are to be sent, or (ii) five (5) days after a registered or certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail. If given by Federal Express or similar courier, a notice or communication shall be deemed to have been given and received on the date delivered as shown on a receipt issued by the courier. Such notices or communications shall be given to the parties at their addresses set forth below: 209 018135.0004 4925-6939-7024.4 26 If to City, to: City of South San Francisco Attn: City Manager 400 Grand Avenue South San Francisco, CA 94080 Phone: (650) 877-8500 Email: sharon.ranals@ssf.net With a Copy to: Redwood Public Law Attn: Sky Woodruff 409 13th St., Suite 600 Oakland, CA 94612 Phone: 510-877-5840 Email: sky.woodruff@redwoodpubliclaw.com If to Developer, to: Dubuque Center, L.P. Attn: General Counsel 674 Via De La Valle, Suite 206 Solana Beach, CA 92075 Phone: 858-779-1111 Email: info@iqhqreit.com With a Copy to: Coblentz Patch Duffy & Bass LLP Attn: Megan Jennings One Montgomery Street, Suite 3000 San Francisco, CA 94104 Phone: (415) 391-4800 Email: mjennings@coblentzlaw.com Any party hereto may at any time, by giving ten (10) days written notice to the other party hereto, designate any other address in substitution of the address to which such notice or communication shall be given. 11.10 Mortgagee Protection. The Parties agree that this Agreement shall not prevent or limit Developer, in any manner, at Developer’s sole discretion, from encumbering the Project Site or any portion thereof or any improvement thereon by any lien of mortgage, deed of trust, or other security device securing financing with respect to the Project or the Project Site (“Mortgage”). City acknowledges that the lenders providing such financing may require, in addition to estoppel certificates as set forth in Section 4.7, certain Agreement interpretations and modifications and agrees upon request, from time to time, to meet with Developer and representatives of such lenders to negotiate in good faith any such request for interpretation or modification provided such interpretation or modification is consistent with the intent and purpose of this Agreement. Any Mortgagee of the Project Site shall be entitled to the following rights and privileges: (a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish, or impair the lien of any Mortgage on the Project Site made in good faith and for value, unless otherwise required by law. 210 018135.0004 4925-6939-7024.4 27 (b) If City timely receives a request from a Mortgagee requesting a copy of any notice of default given to Developer under this Agreement, City shall provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of default to Developer or within ten (10) days of receiving a request, if a Mortgagee has not provided a request prior to the City sending a notice of default to Developer. The Mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such Party under this Agreement. (c) Any Mortgagee who comes into possession of the Project Site, or any portion thereof, pursuant to foreclosure of the Mortgage or deed in lieu of such foreclosure, shall take the Project Site, or portion thereof, subject to the terms of this Agreement. Notwithstanding any provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of Developer’s obligations or other affirmative covenants of Developer hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by Developer is a condition precedent to the performance of a covenant by City, the performance thereof shall continue to be condition precedent to City’s performance hereunder, and further provided that any sales, transfer, or assignment by any Mortgagee in possession shall be subject to the provisions of Section 8.1 of this Agreement. 11.11 Entire Agreement, Counterparts And Exhibits. This Agreement is executed in two (2) duplicate counterparts, each of which is deemed to be an original. This Agreement consists of twenty-six (26) pages, exclusive of cover, table of contents, and signature pages, and five (5) exhibits which constitute in full, the final and exclusive understanding and agreement of the parties and supersedes all negotiations or previous agreements of the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement shall be in writing and signed by the appropriate authorities of City and the Developer. The following exhibits are attached to this Agreement and incorporated herein for all purposes: Exhibit A: Legal Description of Project Site Exhibit B: List of Project Approvals as of Effective Date Exhibit C: City Fees, Exactions and Payments Exhibit D: Applicable Laws Exhibit E: Form of Assignment and Assumption Agreement 11.12 No Third Party Beneficiaries. This Agreement is intended for the benefit of the Parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any express or implied provision hereof be enforced by, any other person, except as otherwise set forth in Section 11.10. 11.13 Recordation Of Development Agreement. Pursuant to Government Code section 65868.5, no later than ten (10) days after City enters into this Agreement, the City Clerk shall record an executed copy of this Agreement in the Official Records of the County of San Mateo. 211 018135.0004 4925-6939-7024.4 28 IN WITNESS WHEREOF, this Agreement has been entered into by and between Developer and City as of the day and year first above written. [Signatures to follow on subsequent pages.] 212 018135.0004 4925-6939-7024.4 Signature Page - 1 SIGNATURE PAGE FOR DEVELOPMENT AGREEMENT BY AND BETWEEN CITY OF SOUTH SAN FRANCISCO AND DUBUQUE CENTER, L.P. CITY: CITY OF SOUTH SAN FRANCISCO, a California municipal corporation By: Date: Name: Sharon Ranals Its: City Manager ATTEST: By: City Clerk APPROVED AS TO FORM: By: City Attorney [Insert Notary Acknowledgment] 213 018135.0004 4925-6939-7024.4 Signature Page - 2 SIGNATURE PAGE FOR DEVELOPMENT AGREEMENT BY AND BETWEEN CITY OF SOUTH SAN FRANCISCO AND DUBUQUE CENTER, L.P. DEVELOPER: DUBUQUE CENTER, L.P., a Delaware limited partnership By: Date: Name: Its: [Insert Notary Acknowledgment] 214 018135.0004 4925-6939-7024.4 A-1 DEVELOPMENT AGREEMENT BY AND BETWEEN CITY OF SOUTH SAN FRANCISCO AND DUBUQUE CENTER, L.P. Exhibit A Legal Description of Project Site THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SOUTH SAN FRANCISCO IN THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL ONE: BEGINNING AT THE MOST NORTHERLY CORNER OF THE 10.444 ACRE TRACT OF LAND CONVEYED TO THE ENTERPRISE FOUNDRY CO., BY THE SOUTH SAN FRANCISCO LAND AND IMPROVEMENT CO., BY DEED RECORDED JULY 15, 1918, IN BOOK 269 OF DEEDS AT A PAGE 462, RECORDS OF SAN MATEO COUNTY, SAID POINT BEING DISTANT NORTH 52° 22' 21" WEST 0.28 FEET FROM A CROSS MARKED ON A BRASS PLATE, SET IN THE TOP OF A LARGE CONCRETE MONUMENT; RUNNING THENCE ALONG THE NORTHEASTERLY LINE OF SAID 10.444 ACRE TRACT AND ITS EXTENSION, SOUTH 52° 22' 21" EAST 805.11 FEET; THENCE ALONG A CURVE TO THE RIGHT, HAVING A RADIUS OF 278 FEET, 103.50 FEET, THE CHORD OF SAID CURVE BEARS SOUTH 3° 14' 12" WEST 102.90 FEET, TO A POINT ON THE WESTERLY LINE OF THE RIGHT OF WAY OF THE SOUTHERN PACIFIC CO.; THENCE ALONG SAID WESTERLY LINE OF SAID RIGHT OF WAY, NORTH 37° 32' 410" EAST 524.84 FEET TO THE MOST SOUTHERLY CORNER OF THE 12.03 ACRE TRACT OF LAND CONVEYED TO PACIFIC CAR AND EQUIPMENT CO. BY NORMAN B. LIVERMORE, BY DEED RECORDED OCTOBER 27, 1911, IN BOOK 199 OF DEEDS AT PAGE 485, RECORDS OF SAN MATEO COUNTY; THENCE ALONG THE SOUTHWESTERLY LINE OF SAID 12.03 ACRE TRACT AND ITS EXTENSION, NORTH 52° 27' 30" WEST 826.17 FEET TO THE EASTERLY LINE OF SAN BRUNO ROAD; THENCE ALONG THE SAID EASTERLY LINE OF SAN BRUNO ROAD, THE FOLLOWING COURSES AND DISTANCES; SOUTH 51° 4' 39" WEST 90.85 FEET; SOUTH 40° 5' 39" WEST 350.56 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM SO MUCH THEREOF AS WAS CONVEYED TO THE STATE OF CALIFORNIA FOR HIGHWAY PURPOSES, BY DEED DATED OCTOBER 18, 1928 AND RECORDED DECEMBER 10, 1928, IN BOOK 384 OF OFFICIAL RECORDS OF SAN MATEO COUNTY, PAGE 302 AND PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTHEASTERLY LINE OF SAN BRUNO ROAD, DISTANT THEREON SOUTH 51° 06' WEST 938.02 FEET FROM THE SOUTHEAST CORNER OF SAN BRUNO ROAD AND BUTLER ROAD, SAID POINT BEING COMMON TO THE LANDS OF THE FONTANA FOODS PRODUCTS COMPANY AND THE PACIFIC CAR AND EQUIPMENT COMPANY; THENCE ALONG A LINE COMMON TO THE LANDS OF SAID COMPANIES, SOUTH 52° 25-3/4' EAST 61.42 FEET; THENCE ALONG A LINE 62.5 FEET EASTERLY MEASURED RADIALLY FROM THE CENTERLINE OF A SURVEY FOR THE STATE HIGHWAY, KNOWN AS ROAD IV, SAN MATEO COUNTY, ROUTE 68, SECTION A, CURVING TO THE LEFT FROM A TANGENT BEARING SOUTH 49° 25-1/4' WEST, WITH A RADIUS OF 1737.5 FEET, THROUGH AN ANGLE OF 14° 33 1/2', FOR A DISTANCE OF 441.48 FEET TO A POINT IN THE LINE COMMON TO LANDS OF THE FONTANA FOOD PRODUCTS COMPANY AND THE PACIFIC GAS AND ELECTRIC COMPANY; THENCE ALONG SAID LINE, NORTH 52° 25-3/4' WEST 63.50 FEET TO A POINT IN SAID SOUTHEASTERLY LINE OF SAN BRUNO ROAD; THENCE ALONG SAID SOUTHEASTERLY LINE NORTH 40° 04-3/4' EAST 350.56 FEET; NORTH 51° 04-3/4' EAST 90.85 FEET TO THE POINT OF BEGINNING. ALSO EXCEPTING THEREFROM THE PROPERTY CONVEYED BY DEED FROM FONTANA FOOD PRODUCTS COMPANY, A CORPORATION TO STATE OF CALIFORNIA, DATED FEBRUARY 21, 1944 AND RECORDED MARCH 22, 1944 IN BOOK 1110, OFFICIAL RECORDS OF SAN MATEO COUNTY, PAGE 228 AND PARTICULARLY DESCRIBED AS FOLLOWS: PORTION OF THAT CERTAIN TRACT OF LAND CONVEYED BY SOUTH SAN FRANCISCO LAND AND IMPROVEMENT COMPANY TO M.E. FONTANA, BY DEED DATED OCTOBER 15, 1921 AND RECORDED OCTOBER 17, 1921 IN BOOK 25, OF OFFICIAL RECORDS OF SAN MATEO COUNTY, PAGE 9, SAID PORTION BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: 215 018135.0004 4925-6939-7024.4 A-2 BEGINNING AT THE MOST SOUTHERLY CORNER OF THAT CERTAIN 0.60 ACRE TRACT OF LAND CONVEYED BY FONTANA FOOD PRODUCTS COMPANY, A CORPORATION TO STATE OF CALIFORNIA, BY DEED DATED OCTOBER 18,1928 AND RECORDED DECEMBER 10, 1928, IN BOOK 384, OF OFFICIAL RECORDS OF SAN MATEO COUNTY, PAGE 302; THENCE FROM SAID POINT OF BEGINNING ALONG THE SOUTHEASTERLY LINE OF SAID 0.60 ACRE TRACT OF LAND, ALONG A CURVE TO THE RIGHT, FROM A TANGENT THAT BEARS NORTH 34° 45' 19" EAST, WITH A RADIUS OF 1737.5 FEET, THROUGH AN ANGLE OF 14° 36' 57" A DISTANCE OF 443.23 FEET TO THE MOST WESTERLY CORNER OF THAT CERTAIN 9.325 ACRE TRACT OF LAND CONVEYED BY NORMAN B. LIVERMORE & SONS, FORMERLY NORMAN B. LIVERMORE & COMPANY TO THE STATE OF CALIFORNIA, BY DEED DATED JUNE 10, 1943 AND RECORDED JULY 1, 1943, IN BOOK 1074 OFFICIAL RECORDS OF SAN MATEO COUNTY, PAGE 100; THENCE ALONG THE SOUTHWESTERLY LINE OF SAID 9.325 ACRE TRACT OF LAND, SOUTH 52° 31' 32" EAST 216.65 FEET; THENCE FROM A TANGENT THAT BEARS SOUTH 48° 12' 35" WEST, ALONG A CURVE TO THE LEFT, WITH A RADIUS OF 2400 FEET, THROUGH AN ANGLE OF 10° 34" 50', A DISTANCE OF 443.20 FEET TO THE PROPERTY LINE COMMON TO THE LANDS NOW OR FORMERLY OF PACIFIC GAS AND ELECTRIC COMPANY AND FONTANA FOOD PRODUCTS COMPANY; THENCE ALONG THE LAST MENTIONED LINE NORTH 52° 32' 02" WEST 210.02 FEET TO THE POINT OF BEGINNING. PARCEL TWO: PORTION OF THAT CERTAIN 9.325 ACRE TRACT OF LAND CONVEYED BY N.B. LIVERMORE & SONS TO STATE OF CALIFORNIA, BY DEED DATED JUNE 10, 1943 AND RECORDED JULY 1, 1943, IN BOOK 1074 OFFICIAL RECORDS OF SAN MATEO COUNTY, PAGE 100 AND PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTHWESTERLY LINE OF SAID 9.325 ACRE TRACT, DISTANT ALONG SAID SOUTHWESTERLY LINE, SOUTH 52° 31' 32" EAST 216.65 FEET FROM THE MOST WESTERLY CORNER OF SAID 9.325 ACRE TRACT; THENCE FROM SAID POINT OF BEGINNING, ALONG SAID SOUTHWESTERLY LINE, BEING THE PROPERTY LINE COMMON TO THE LANDS NOW OR FORMERLY OF FONTANA FOOD PRODUCTS COMPANY AND STATE OF CALIFORNIA, SOUTH 52° 31' 32" EAST 45.00 FEET; THENCE NORTH 29° 18' 45" WEST 45.21 FEET; THENCE FROM A TANGENT THAT BEARS SOUTH 48° 38' 35" WEST, ALONG CURVE TO THE LEFT, WITH A RADIUS OF 2400 FEET, THROUGH AN ANGLE OF 0° 26', A DISTANCE OF 18.15 FEET TO THE POINT OF BEGINNING. APN: 015-021-030 216 018135.0004 4925-6939-7024.4 B-1 DEVELOPMENT AGREEMENT BY AND BETWEEN CITY OF SOUTH SAN FRANCISCO AND DUBUQUE CENTER, L.P. Exhibit B List of Project Approvals as of Effective Date 1. Resolution to Adopt the Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program, approved by the City Council on July 12, 2023 by Resolution No. 118-2023; 2. Resolution to approve a Design Review Permit, Transportation Demand Management Plan, and Community Benefits Proposal, approved by the City Council on July 12, 2023 by Resolution No. 119-2023; 3. Ordinance No. [______] adopting Development Agreement by and between the City of South San Francisco and Dubuque Center, L.P., introduced by the City Council on [______] and adopted by the City Council on [______]. 217 018135.0004 4925-6939-7024.4 C-1 DEVELOPMENT AGREEMENT BY AND BETWEEN CITY OF SOUTH SAN FRANCISCO AND DUBUQUE CENTER, L.P. Exhibit C City Fees, Exactions, and Payments Subject to the terms of Sections 3.2 and 5.6 of this Agreement, Developer agrees that Developer shall be responsible for the payment of the following fees, charges, exactions, and assessments (collectively, “City Fees”). Nothing herein shall be construed to relieve the Property from common benefit assessments or district taxes levied against it and similarly situated properties by the City pursuant to and in accordance with any statutory procedure for the assessment of property to pay for infrastructure and/or services that benefit the Property. As authorized by this Agreement, the amount paid for a particular City Fee shall be as specified below. 1. Administrative/Processing Fees. The Developer shall pay the applicable application, processing, administrative, legal and inspection fees and charges, as then currently adopted pursuant to City’s Master Fee Schedule and required by City for processing of land use entitlements, including without limitation, General Plan amendments, zoning changes, Precise Plans, development agreements, conditional use permits, variances, transportation demand management plans, tentative subdivision maps, parcel maps, lot line adjustments, general plan maintenance fee, demolition permits, and building permits. 2. Vested Development Fees. Only the Development Fees in effect as of the Effective Date of the Development Agreement, as set forth in Table 1 below, shall be paid for net new square footage (after consideration of any applicable credits for replacement of existing square footage in accordance with the calculation methodology for the associated resolutions for each Development Fee as cited in Table 1 below) at the earlier of (i) issuance of certificate of occupancy or (ii) the times prescribed in the resolution(s) or ordinance(s) adopting and implementing the fees. Developer shall pay each Development Fee at the rates in effect at the time of payment of such Development Fees. For any Development Fees no longer in effect as of the date such Development Fees are due and payable, Developer shall pay the rate in effect as of the Effective Date, as set forth in the table below, plus an increase of five percent (5%) annually, which shall be applied as of July 1 each year. City shall allocate Developer’s payments for such Development Fees to the then- existing impact fee fund that most closely corresponds to the purpose for which each fee has been paid, in City’s reasonable discretion. *** 218 018135.0004 4925-6939-7024.4 C-2 Table 1: Vested Development Fees1 Applicable Development Fee Timing for Payment Rate as of Effective Date – Office/R&D Cost per Square Foot Park and Recreation Impact Fee (SSFMC Ch. 8.67, Resolution 120-2020) Issuance of Building Permit, per building $3.56 Childcare Impact Fee (SSFMC Ch. 8.77, Resolution 122-2020) $1.52 Public Safety Impact Fee (SSFMC Ch. 8.75) $1.32 Citywide Transportation Impact Fee (SSFMC Ch. 8.73, Resolution 131-2020) $35.06 Commercial Linkage Fee (SSFMC Ch. 8.69, Resolution 123-2018) $17.38 Library Impact Fee (SSFMC Ch. 8.74, Resolution 121-2020) $0.14 Sewer Capacity Charge (SSFMC Ch. 14.08.03) Calculated per Reso. 56-2017 Public Art Requirement (SSFMC Ch. 8.76) 0.5% of construction costs2 Community Benefits Fee (SSFMC Ch. 20.395, Resolution 179-2022)3 Issuance of Building Permit, per building unless otherwise specified in Development Agreement Sec. 3.3 $20.00 1 South San Francisco Unified School District Fees are not vested by this Agreement. For reference purposes only, as of the Effective Date of the Agreement, this fee is $0.61 per square foot of Commercial/Industrial space. 2 If public art requirement is not provided on site in accordance with SSFMC Chapter 8.76. 3 The Community Benefits Fee is applicable on any square footage of development above 1.0 FAR. Section 3.3 of the Development outlines pre-payments due on the 1st, 3rd, and 5th anniversary of the Effective Date of the Development Agreement. Remaining payments due as provided in this Exhibit C. 219 018135.0004 4925-6939-7024.4 C-3 220 018135.0004 4925-6939-7024.4 D-1 DEVELOPMENT AGREEMENT BY AND BETWEEN CITY OF SOUTH SAN FRANCISCO AND DUBUQUE CENTER, L.P. Exhibit D Applicable Laws Developer shall comply with the following City regulations and provisions applicable to the Property as of the Effective Date of this Agreement (except as modified by this Agreement and the Project Approvals). 1. South San Francisco General Plan, as adopted on October 12, 2022, and as amended from time to time prior to the Effective Date. 2. City of South San Francisco Municipal Code, as amended from time to time prior to the Effective Date. 3. South San Francisco Zoning Map, as amended from time to time prior to the Effective Date. 4. City Fees as set forth in Exhibit C. 221 018135.0004 4925-6939-7024.4 E-1 DEVELOPMENT AGREEMENT BY AND BETWEEN CITY OF SOUTH SAN FRANCISCO AND DUBUQUE CENTER, L.P. Exhibit E Form of Assignment and Assumption Agreement (Starts on Next Page) 222 018135.0004 4925-6939-7024.4 E-2 WHEN RECORDED MAIL TO: City of South San Francisco Attn: City Clerk 400 Grand Avenue South San Francisco, CA 94080 ______________________________________________________________________________ Space Above for Recorder’s Use Exempt from Recording Fees per Cal. Gov. Code § 6103 ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (“Assignment Agreement”) is entered into to be effective on ______, 202_, by and between Dubuque Center, L.P., a Delaware limited partnership (“Assignor”), and ___________________, a _______________ (“Assignee”), and the City of South San Francisco, a municipal corporation (“City”). Assignor and Assignee are sometimes referred to herein as a “Party” and collectively as the “Parties.” RECITALS A. Assignor and City have previously entered into that certain Development Agreement between City and Assignor dated ________, 2025, approved by the City of South San Francisco City Council by Ordinance No. ________ on [______], 2025, and recorded on ______________, 2025 as Document No. ______________, San Mateo County Official Records (“Development Agreement”) to facilitate the development and redevelopment of that certain real property consisting of approximately 5.89 acres within the City of South San Francisco, California, which is legally described in Exhibit A of the Development Agreement (“Property”). A true and complete copy of the Development Agreement is attached hereto as Exhibit 1. B. Assignor is the fee owner of the Property, and Assignor desires to convey its interest in the developable, approximately [_] acre portion of the Property and more particularly described on Exhibit 2 attached hereto (“Assigned Property”) to Assignee concurrently with execution of this Assignment Agreement; and Assignee desires to so acquire such interest in the Assigned Property from the Assignor. C. Section 8.1 of the Development Agreement (“Agreement and Transfer” therein) refers to Assignor as “Developer” and provides in part that: Developer may transfer or assign all or any portion of its interests, rights, or obligations under the Agreement and the Project approvals to third parties acquiring an interest or estate in the Project or any portion thereof including, without limitation, purchasers or lessees of lots, parcels, or facilities. Prior to the issuance of the first certificate of occupancy for the Project Site, Developer will seek City’s prior written consent to any transfer, which consent will not be unreasonably withheld or delayed. City may refuse to give consent only if, in light of the proposed 223 018135.0004 4925-6939-7024.4 E-3 transferee’s reputation and financial resources, such transferee would not, in City’s reasonable opinion, be able to perform the obligations proposed to be assumed by such transferee, including without limitation obligations specifically identified in the Development Agreement, the Project Approvals, the Project’s MND, the General Plan, and zoning. Such determination will be made by the City Manager and will be appealable by Developer to the City Council. For any transfer of all or any portion of the Property, the Developer and assignee shall enter into an assignment and assumption agreement in substantially the form set forth in Exhibit E. D. The Parties desire to enter into this Assignment Agreement in order to satisfy and fulfill their respective obligations under Section 8.1 of the Development Agreement. AGREEMENT NOW, THEREFORE, in consideration of the above recitals and the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Assignment by Assignor. Assignor hereby assigns, transfers and grants to Assignee, and its successors and assigns, all of Assignor’s rights, title and interest and obligations, duties, responsibilities, conditions and restrictions under the Development Agreement with respect to the Assigned Property and only to the extent accruing or arising on and after the Effective Date (collectively, the “Assigned Rights and Obligations”). 2. Acknowledgement and Assumption of Obligations by Assignee. Assignee, for itself and its successor and assigns, hereby acknowledges that it has reviewed, is aware of and intends to honor its Assigned Rights and Obligations with respect to its Development of the Assigned Property pursuant to the terms of the Development Agreement, and additionally expressly and unconditionally assumes all of the Assigned Rights and Obligations. Assignee agrees, expressly for the benefit of Assignor and City, to comply with, perform, and execute all of the Assigned Rights and Obligations. 3. Release of Assignor. Assignee and City hereby fully release Assignor from all Assigned Rights and Obligations. Both Assignor and Assignee acknowledge that this Assignment Agreement is intended to fully assign all of the Assigned Rights and Obligations to Assignee, and it is expressly understood that Assignor shall continue to be obligated under the Development Agreement only with respect to those portions of the Project Site retained by Assignor. 4. Substitution of Assignor. Assignee hereinafter shall be substituted for and replace Assignor in the Development Agreement with respect to the Assigned Property. Whenever the term “Developer” appears in the Development Agreement, it shall hereinafter include Assignee with respect to the Assigned Property. 5. Development Agreement in Full Force and Effect. Except as specifically provided herein with respect to the assignment and assumption, all the terms, covenants, conditions and provisions of the Development Agreement are hereby ratified and shall remain in full force and effect. 224 018135.0004 4925-6939-7024.4 E-4 6. Recording. Assignor shall cause this Assignment Agreement to be recorded in the Official Records of San Mateo County, California, and shall promptly provide conformed copies of the recorded Assignment Agreement to Assignee and City. 7. Successors and Assigns. All of the terms, covenants, conditions and provisions of this Assignment Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and assigns. 8. Applicable Law/Venue. This Assignment Agreement shall be construed and enforced in accordance with the laws of the State of California, without reference to choice of law provisions. Any legal actions under this Assignment Agreement shall be brought only in the Superior Court of the County of San Mateo, State of California. 9. Applicable Law/Venue. This Assignment Agreement shall be construed and enforced in accordance with the laws of the State of California, without reference to choice of law provisions. Any legal actions under this Assignment Agreement shall be brought only in the Superior Court of the County of San Mateo, State of California. 10. Interpretation. All parties have been represented by counsel in the preparation and negotiation of this Assignment Agreement, and this Assignment Agreement shall be construed according to the fair meaning of its language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Assignment Agreement. Unless the context clearly requires otherwise: (a) the plural and singular numbers shall each be deemed to include the other; (b) the masculine, feminine, and neuter genders shall each be deemed to include the others; (c) “shall,” “will,” or “agrees” are mandatory, and “may” is permissive; (d) “or” is not exclusive; and (e) “includes” and “including” are not limiting. 11. Severability. Except as otherwise provided herein, if any provision(s) of this Assignment Agreement is (are) held invalid, the remainder of this Assignment Agreement shall not be affected, except as necessarily required by the invalid provisions, and shall remain in full force and effect unless amended or modified by mutual consent of the parties. 12. Counterparts. This Assignment Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all of which, when taken together, shall constitute one and the same instrument, with the same effect as if all of the parties to this Assignment Agreement had executed the same counterpart. 13. City Consent. City is executing this Assignment Agreement for the limited purpose of consenting to the assignment and assumption and clarifying that there is privity of contract between City and Assignee with respect to the Development Agreement. 14. Effective Date. The Effective Date of this Assignment Agreement shall be the date upon which Assignee obtains fee title to the Assigned Property by duly recorded deed (“Effective Date”). 225 018135.0004 4925-6939-7024.4 E-5 IN WITNESS WHEREOF, Assignor, Assignee and City have entered into this Assignment Agreement as of the date first written above. ASSIGNOR: DUBUQUE CENTER, L.P., a Delaware limited partnership By: Name: Title: ASSIGNEE: [INSERT NAME OF ASSIGNEE] By: Name: Title: CITY: CITY OF SOUTH SAN FRANCISCO, a Municipal Corporation By: Name: Title: City Manager Approved as to form by: By: Name: Title: City Attorney 226 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-940 Agenda Date:9/10/2025 Version:1 Item #:14. Report regarding second reading and adoption of an Ordinance adopting amendments to Title 20 (Zoning)of the South San Francisco Municipal Code regarding provisions regulating tobacco use to make minor revisions, corrections,and clarifications to ensure consistency throughout the Municipal Code,and to remove “Hookah Bar /Smoking Lounge”from the Commercial Use Classifications under Section 20.620.040.(Adena Friedman, Chief Planner) RECOMMENDATION Staff recommends that the City Council take the following action: 1.Waive further reading and adopt an Ordinance to adopt a Zoning Text Amendment regarding provisions regulating tobacco use to make minor revisions,corrections,and clarifications to ensure consistency throughout the Municipal Code,and to remove “Hookah Bar /Smoking Lounge” from the Commercial Use Classifications under Section 20.620.040 BACKGROUND/DISCUSSION The City Council previously waived reading and introduced the following ordinance.The ordinance is ready for adoption. 1.Ordinance Amending Title 20 of the South San Francisco Municipal Code to make minor revisions, corrections,and clarifications to ensure consistency throughout the Municipal Code,and to remove “Hookah Bar/Smoking Lounge” from the Commercial Use Classifications under Section 20.620.040. (Introduced on 8/27/2025, Vote 4-0-1) Associations: 1.Final Ordinance Zoning Text Amendment (25-943) City of South San Francisco Printed on 9/5/2025Page 1 of 1 powered by Legistar™227 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-943 Agenda Date:9/10/2025 Version:1 Item #:14a. Ordinance Amending Title 20 of the South San Francisco Municipal Code to make minor revisions, corrections, and clarifications to ensure consistency throughout the Municipal Code, and to remove “Hookah Bar/Smoking Lounge” from the Commercial Use Classifications under Section 20.620.040. WHEREAS,in 2008,the City enacted South San Francisco Municipal Code (SSFMC)Chapter 6.46 titled “Tobacco Retailer Permit,”which adopts San Mateo County Ordinance Code (SMCOC)Chapter 4.98 “Tobacco Retailer Permit”by reference and thereby serves as the mechanism for the County’s enforcement of Tobacco Retailer Permits in the City; and WHEREAS,in 2012,the City enacted SSFMC Chapter 20.420 “Prohibition on new significant tobacco retailers,”which prohibits establishment of a new business whose principal or core is selling tobacco products and/or paraphernalia from operating in the City; and WHEREAS,on September 25,2019,the City Council added Title 6,Chapter 6.47 of the SSFMC pertaining to the sale of tobacco,flavored tobacco,and electronic smoking devices,including an exemption for significant tobacco retailers that were lawfully established prior to the effective date of Chapter 20.420,on January 1, 2020; and WHEREAS,effective June 22,2023,the County Board of Supervisors repealed the former SMCOC Chapter 4.98 (Tobacco Retailer Permit)and enacted a new Chapter 4.98,which strengthens enforcement,requires two inspections per year of all retailers,establishes retail restrictions for new businesses,updates the definitions of tobacco products to include synthetic nicotine and to align with the state’s definition of tobacco products, including flavored tobacco products,and prohibits issuing new tobacco retailer permits for any location within 1,000 feet of a “youth populated area” or within 500 feet of an existing tobacco retailer; and WHEREAS,pursuant to the County’s newly adopted SMCOC Chapter 4.98,cities that want County Health to administer the tobacco retailer permit within their jurisdiction must pass an ordinance adopting the County’s newly adopted ordinance verbatim or in its entirety by reference, with no changes or additions; and WHEREAS,although the City already adopted SMCOC Chapter 4.98 by reference in 2008 (pursuant to SSFMC Chapter 6.46),City staff recommended amending SSFMC Section 6.46.010 to add language explicitly authorizing the Chief of San Mateo County Health or their designee to administer and enforce SMCOC Chapter 4.98 in order to reaffirm its adoption by reference of SMCOC Chapter 4.98,re-establish the County’s City of South San Francisco Printed on 9/11/2025Page 1 of 6 powered by Legistar™228 File #:25-943 Agenda Date:9/10/2025 Version:1 Item #:14a. 4.98 in order to reaffirm its adoption by reference of SMCOC Chapter 4.98,re-establish the County’s authorization to enforce SMCOC Chapter 4.98 within the City’s jurisdiction thereby strengthening and streamlining enforcement,and raise awareness of the County’s newly adopted Tobacco Retailer Permit Ordinance; and WHEREAS,on March 26,2025,the City Council waived reading and introduced an Ordinance to amend South San Francisco Municipal Code (SSFMC)Title 6,Chapter 6.46 titled “Tobacco Retailer Permit”to adopt by reference Title 4,Chapter 4.98 of the San Mateo County Ordinance Code (SMCOC),and repealing in its entirety Title 6,Chapter 6.47 (Sales of Flavored Tobacco Products,Pharmacy Sales of Tobacco Products,and Sales of Electronic Smoking Devices Prohibited),and on May 14,2025,the City Council waived reading,held a public hearing, and adopted the Ordinance; and WHEREAS,Chapter 20 currently contains a use classification for “Hookah Bar /Smoking Lounge”which consists of businesses serving flavored tobacco or other products for on-site smoking,and such uses are no longer permitted under SMCOC Chapter 4.98; and WHEREAS,Chapter 20.420 currently contains a reference to the now-repealed SSFMC Section 6.47.050(a), which provides an exemption for significant tobacco retailers that were lawfully established prior to the effective date of Chapter 20.420; and WHEREAS,the City staff has drafted proposed revisions to the City’s Zoning Ordinance to address the identified areas that require correction,clarification,and revision (“Zoning Amendments”or “Amendments”); and WHEREAS,if an application for a Conditional Use Permit for a Hookah Bar /Smoking Lounge is submitted to the Planning Division,including payment of the application fees,prior to the date of this City Council action (August 27,2025),the Zoning Ordinance Amendment to remove “Hookah Bar /Smoking Lounge”as a conditionally permitted use would not apply to this application; and WHEREAS,it is staff’s evaluation that the minor revisions,corrections,and clarifications set forth in this Zoning Amendment are not subject to the requirements of CEQA pursuant to CEQA Guidelines Section 15378, as they are minor in nature,with no expansion in use or creating new uses,and has no potential for resulting in direct or indirect physical changes to the environment,and thus would not have any significant effects on the environment; WHEREAS,on June 5,2025,the Planning Commission for the City of South San Francisco held a lawfully City of South San Francisco Printed on 9/11/2025Page 2 of 6 powered by Legistar™229 File #:25-943 Agenda Date:9/10/2025 Version:1 Item #:14a. WHEREAS,on June 5,2025,the Planning Commission for the City of South San Francisco held a lawfully noticed public hearing to solicit public comment and consider the proposed Zoning Amendments and associated CEQA determination,take public testimony;following the public hearing,the Planning Commission adopted Resolution No.10-2025 making findings and determination under CEQA and recommending the City Council adopt an ordinance implementing the Zoning Amendments; and WHEREAS,on August 27,2025,the City Council for the City of South San Francisco held a lawfully noticed public hearing to solicit public comment and consider the CEQA finding and the proposed zoning ordinance amendments,take public testimony,and consider the recommendation of the Planning Commission on the proposed revisions to the City’s Zoning Ordinance. NOW,THEREFORE,THE CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO,DOES HEREBY ORDAIN AS FOLLOWS: SECTION 1.Findings. A.General Findings 1.The foregoing recitals are true and correct and made a part of this Ordinance. 2.The minor refinements,clarifications,and/or corrections set forth in the Zoning Amendments are exempt from the California Environmental Quality Act (CEQA)pursuant to Section 15378 of the CEQA Guidelines,as they are minor in nature,the adoption of which would not result in any direct or indirect physical changes to the environment,and thus would not have any significant effect on the environment. 3.The documents and other material constituting the record for these proceedings are located at the Planning Division for the City of South San Francisco,315 Maple Avenue,South San Francisco,CA 94080, and in the custody of Chief Planner. B.Zoning Amendment Findings 1.The Zoning Amendments are consistent with the 2040 General Plan because the Ordinance Amendments are minor in nature,are intended to ensure internal policy consistency,support public health through reduction of tobacco usage,and will continue to reinforce many of the 2040 General Plan policies maintaining a balanced land use program and is consistent with the City’s overall vision for the proper location of use.None of the new revisions will conflict with or impede achievement of any of the goals,policies,or land use designations established in the 2040 General Plan.The proposed amendments are also consistent with state law requirements. 2.The areas of the City impacted by the Zoning Amendments are suitable for the proposed uses in terms of access,size of parcel,relationship to similar or related uses,and other considerations because the minor revisions,corrections,and clarifications will not significantly alter the existing uses permitted in the Zoning Ordinance and will further ensure orderly development. City of South San Francisco Printed on 9/11/2025Page 3 of 6 powered by Legistar™230 File #:25-943 Agenda Date:9/10/2025 Version:1 Item #:14a. 3.The Zoning Amendments are not detrimental to the use of land in any adjacent zone because the minor revisions,corrections,and clarifications will ensure that the Zoning Ordinance is consistent and accurate and none of the Amendments will change any of the existing zoning districts. SECTION 2.Amendments The City Council hereby amends the following sections of the South San Francisco Municipal Code to read as set forth below,with additions in red double underline and deletions in strikethrough.Sections,subsections, subdivisions,tables,paragraphs,and texts that are not amended by this Ordinance are not included below,and shall remain in full force and effect. 1.Revisions to Chapter 20.420 “Prohibition on New Significant Tobacco Retailers” under Title 20 Chapter 20.420 (Prohibition on New Significant Tobacco Retailers) . . . § 20.420.003 Significant Tobacco Retailers Prohibited A.Unless otherwise exempted under subsection (c) of this provision Chapter 6.467 of this Code, significant tobacco retailers are not a permitted use and are prohibited in all zones throughout the City. No permit or any other applicable license or entitlement for use, nor any business license, shall be approved or issued for the establishment, maintenance or operation of a significant tobacco retailer within the City. B.The establishment, maintenance or operation of a significant tobacco retailer within the City is declared to be a public nuisance and may be abated by the City either pursuant to the South San Francisco Municipal Code or any other available legal remedies, including, but not limited to, declaratory relief and civil injunctions. C.Significant tobacco retailers as defined in this Chapter that were lawfully established prior to the effective date of Ordinance No. 1455 prohibiting significant tobacco retailers shall be exempt from the prohibition set forth under subsection (a) of this provision. 2.Revisions to Chapter 20.620 “Use Classifications” under Title 20 Chapter 20.620 (Use Classifications) . . . § 20.620.040 Commercial Use Classifications . . . Eating and Drinking Establishments. Businesses primarily engaged in serving prepared food and/or City of South San Francisco Printed on 9/11/2025Page 4 of 6 powered by Legistar™231 File #:25-943 Agenda Date:9/10/2025 Version:1 Item #:14a. beverages for consumption on or off the premises. A.Bar/Night Club/Lounge. Businesses serving beverages for consumption on the premises as a primary use and including on-sale service of alcohol including beer, wine, and mixed drinks. B.Coffee Shop/Café. Establishments that primarily serve beverages, such as coffee, juices or sodas for consumption on or near the premises, or a specialty snack, such as ice cream, frozen yogurt, cookies or popcorn. C.Hookah Bar/Smoking Lounge. Businesses serving flavored tobacco or other products for on-site smoking. CD.Restaurant, Full Service. Restaurants providing food and beverage services to patrons who order and are served while seated and pay after eating. Takeout service may be provided. DE.Restaurant, Limited Service. Establishments where food and beverages may be consumed on the premises, taken out, or delivered, but where no table service is provided. This classification includes cafeterias, fast-food restaurants, carryout sandwich shops, limited-service pizza parlors and delivery shops, self-service restaurants, snack bars and takeout restaurants. This classification also includes catering businesses or bakeries that have a storefront retail component. 3.Revisions to Chapter 20.100 “Non-Residential Districts” under Title 20 Chapter 20.100 (Non-Residential Districts) . . . § 20.100.002 Use Regulations Table 20.100.002: Use Regulations - Non-Residential Zoning Districts Use ClassificationCC BPO BTP-M & GMP BTP-H & OPSP MIM MIH Additional Regulations “P” = Permitted; “M” = Minor Use Permit; “C” = Conditional Use Permit; “―” = Use Not Allowed Commercial Uses Eating and Drinking Establishments Bar/Night Club/ LoungeC ――――― Coffee Shop/CafeP P P P P P See Chapter 20.350, Outdoor Seating Hookah bar/Smoking Lounge――――C C Restaurant, Full ServiceP P P P P P See Chapter 20.350, Outdoor Seating Restaurant, Limited ServiceP P P P P P See Chapter 20.350, Outdoor Seating SECTION 3.Severability City of South San Francisco Printed on 9/11/2025Page 5 of 6 powered by Legistar™232 File #:25-943 Agenda Date:9/10/2025 Version:1 Item #:14a. If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed the Ordinance, and each and every section, subsection, sentence, clause, or phrase not declared invalid or unconstitutional without regard to whether any portion of this Ordinance would be subsequently declared invalid or unconstitutional. SECTION 4.Publication and Effective Date Pursuant to the provisions of Government Code Section 36933, the City Attorney shall prepare a summary of this Ordinance. At least five (5) days prior to the Council meeting at which this Ordinance is scheduled to be adopted, the City Clerk shall (1) publish the Summary, and (2) post in the City Clerk’s Office a certified copy of this Ordinance. Within fifteen (15) days after the adoption of this Ordinance, the City Clerk shall (1) publish the summary, and (2) post in the City Clerk’s Office a certified copy of the full text of this Ordinance. This Ordinance shall become effective thirty (30) days from and after its adoption. Introduced at a regular meeting of the City Council of the City of South San Francisco held the 27 th day of August 2025. ***** City of South San Francisco Printed on 9/11/2025Page 6 of 6 powered by Legistar™233 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-163 Agenda Date:9/10/2025 Version:1 Item #:15. Report regarding a resolution adopting the City of South San Francisco Age-Friendly Action Plan.(Laura Armanino, Recreation Program Manager) RECOMMENDATION It is recommended that City Council adopt a resolution approving the City of South San Francisco Age-Friendly Action Plan for calendar years 2026-2029. BACKGROUND/DISCUSSION In August 2022,the City of South San Francisco began the process of applying for the Age-Friendly Communities (AFC) certification under the American Association of Retired Persons (AARP)and World Health Organization (WHO) Network of Age-Friendly Communities.The City was fortunate to receive the support and expertise of representatives from the Center for Age Friendly Excellence (CAFE),who provided technical assistance,consultation,applied research access,and community organizing guidance in helping City staff with the AFC certification application as well as developing an Age-Friendly Action Plan.CAFE’s work was grant-funded by San Mateo County and South San Francisco was one of several cities selected to work with CAFE. South San Francisco recruited a diverse group of City staff,elected leaders,community stakeholders,and residents interested in older residents’well-being to serve on South San Francisco’s first-ever AFC Task Force.They initially gathered information through in-person interviews,virtual meetings,and one-on-one phone interviews.Focus groups explored the strengths,livability challenges,and possible solutions as they pertained to the eight domains:Transportation, Housing,Social Participation,Respect and Social Inclusion,Civic Participation and Employment,Communication and Information,Community Support and Health Services,Outdoor Space and Buildings,and the City and CAFE added a ninth domain, Emergency Services. At the City Council meeting on December 14,2022,an Age-Friendly Initiative update presentation was given by Roy Earnest, Associate Director from CAFE. In May 2023,AARP and WHO formally recognized the City of South San Francisco as an Age-Friendly City.As a member of the AARP Network of Age-Friendly States and Communities the City committed to an assessment process and five-year cycle of continuous improvement. The process requires the City to: ·Step 1: Establish a way to include older residents in all stages of the age-friendly process ·Step 2: Conduct community needs assessment ·Step 3: Develop an action and evaluation plan based on assessment results ·Step 4: Implement and work toward the goals of the plan ·Step 5: Assess the impact of implementing the plan and submit progress reports ·Step 6: Share solutions, successes and best practices across the Network ·Step 7: Repeat In May 2024,South San Francisco’s Age-Friendly Task Force in collaboration with CAFE started preparations for developing the City of South San Francisco Age-Friendly Action Plan for 2026-2029.The City and CAFE held community engagement meetings in October 2024 and disseminated an AARP survey from August through December 2024.Staff interviews were held in February 2025.These efforts helped in the development of a draft of the Age-Friedly City of South San Francisco Printed on 9/5/2025Page 1 of 2 powered by Legistar™234 File #:25-163 Agenda Date:9/10/2025 Version:1 Item #:15. 2024.Staff interviews were held in February 2025.These efforts helped in the development of a draft of the Age-Friedly Action Plan.This plan is a comprehensive overview of the feedback received from the age-friendly community survey, community engagement sessions, and staff interviews At the Parks and Recreation Commission meeting on June 17,2025,an update on the Age-Friendly Action Plan was presented. The City of South San Francisco Age-Friendly Action Plan is considered a living document.It allows staff,the City Council,community partners,and residents to assess and update it to meet the community’s changing needs and priorities. It will be continually reviewed and evolve to ensure relevance and effectiveness in supporting older residents. FISCAL IMPACT There is no fiscal impact to adopting the Age-Friendly Action Plan.Fiscal impacts to carry out initiatives identified in the Plan beyond what may be funded in the City’s existing operating budget will be presented to City Council as part of a future budget request as necessary. RELATIONSHIP TO STRATEGIC PLAN Acceptance of the City of South San Francisco’s Age-Friendly Action Plan will contribute to creating a welcoming and connected community through the key strategy of fostering an age-friendly community. CONCLUSION It is recommended that City Council approve and adopt,by motion,the City of South San Francisco Age-Friendly Action Plan for calendar years 2026-2029. City of South San Francisco Printed on 9/5/2025Page 2 of 2 powered by Legistar™235 South San Francisco Age-Friendly Action Plan September 2025 Attachment 1 236 The “Age-Friendly” movement was first developed by the World Health Organization (WHO) through a research project to examine the experiences of older people living in urban environments. Center for Age-Friendly ExcellenceAttachment 1 237 Eight Domains of LivabilityAttachment 1 238 •Document encompassing a five-year process of assessing and gathering information, interviewing community members, and prioritizing potential projects to implement and establish an Age- Friendly community. •Roadmap for communities to develop initiatives to make a city a better place to age gracefully, thrive, and be independent. Age-Friendly Action Plan Attachment 1 239 •City-wide survey was disseminated to gather input about the unmet needs of older adults in South San Francisco. •Survey was promoted from August 2024 and ended December 31, 2024 •213 surveys were collected. Center for Age-Friendly Excellence Attachment 1 240 •South San Francisco initially had fifteen focus groups in 2022 before becoming Age-Friendly certified May 22, 2023. •CAFE conducted two additional engagement meetings in October 2024 with extensive discussion related to the needs of older residents in South San Francisco. Assessment Attachment 1 241 •Service providers and residents from the community participated in these groups. •In-depth discussions focused on discovering unmet needs in the older adult community from their perspective. CAFE prioritized the residents' ideas for potential projects to address these needs (Refer to link under Appendix A). Assessment (Cont.) Attachment 1 242 To become Age-Friendly certified, SSF focused on the following potential Age-Friendly inaugural projects: •Expanding the free shuttle route. •Rest areas were strategically placed at City-sponsored community events and festivals. •SSF Rotary Club collaborated with the City to Purchase a parcel of land to develop a 142-unit affordable senior housing complex. •SSF Police Department implemented Project Guardian. Center for Age-Friendly Excellence Attachment 1 243 •Developed an Older Adult Community Resources Display at SSF’s Senior Center. •City has adopted an “age-friendly lens” for all community projects and services as a standard procedure for each department. •The Action Plan is a living document. It is not static, but will continually evolve in order to ensure relevance and effectiveness in supporting older residents. Center for Age-Friendly Excellence Attachment 1 244 •Focus group discussions focused on all eight domains in addition to a domain CAFE (Center for Age-Friendly Excellence) developed: Emergency Services. •Interviews with staff were conducted with various departments February 2025. Recent AssessmentsAttachment 1 245 GOAL: Provide safe, accessible indoor and outdoor environments in the community for all residents to relax, enjoy, and socialize. •Develop a senior ad hoc subcommittee to research and discuss more comfortable seating and providing “age-friendly furniture.” •Promote pedestrian safety among older adults and enhance safe neighborhoods. •Utilize parks and open spaces to promote relaxation, socialization, health wellness, and programming opportunities. Domain 1: Outdoor Spaces and BuildingsAttachment 1 246 GOAL: Enforce traffic safety and improve mobility options for older adults. •Educate older adults on various transportation resources and develop an age-friendly page on the city website with transportation resource subheading. •Look for ways to partner with cities to provide transportation options. •Research and implement additional parking options, traffic safety for older adults. Domain 2: TransportationAttachment 1 247 GOAL: To provide resources and options for older adults to age in place, in addition to gathering input from residents on future housing policies. •Provide, educate, and disseminate information to increase awareness of available affordable housing options and promote a mix of diverse housing. •Partner with services and develop a list to assist seniors looking to hire trusted repair providers. •Ensure adults have an opportunity to engage in future planning. Domain 3: HousingAttachment 1 248 GOAL: Provide opportunities that support social interaction and promote respect for all ages, abilities, and cultures. •Offer a broader spectrum of activities, programs and social activities for older adults. •Offer activities and events that support intergenerational interaction. •Provide opportunities to enhance the participation of the homebound. Domain 4: Social ParticipationAttachment 1 249 GOAL: Ensure access to information about resources and activities for older adults is available at centralized locations, widely distributed, and in multiple languages. •Provide classes, technology training, and support that improves the digital literacy of older adults. •Increase accessibility to computers, WiFi, and tech classes. •Increase outreach to the senior community in areas where they gather. Domain 5: Communication and InformationAttachment 1 250 GOAL: Provide an environment that promotes inclusivity and respect for the community’s older residents. •Offer education and training to increase acknowledgment and respect for older adults i.e.: Media campaign “Kindness Campaign”. •Offer intergenerational activities and events so both young and old can learn from each other; include cultural diversity. •Include culturally diverse activities in multiple languages. Domain 6: Respect and Social InclusionAttachment 1 251 GOAL: Provide older adults opportunities for continued community engagement through volunteer roles or employment. •Broaden promotion and availability of opportunities for older residents to volunteer or find employment. •Provide City information in formats that increase opportunities for older adults to access and participate conveniently. •Partner with schools to establish volunteer opportunities for older adults. Domain 7: Civic Participation/Employment Attachment 1 252 GOAL: Provide an environment with programs and resources that support aging in the community with a positive quality of life. •Increase awareness of available resources in San Mateo County. •Provide more workshops for older adults (financial scamming, estate planning, advanced directives, and medical health related workshops). Domain 8: Community Support & Health Services Attachment 1 253 GOAL: Educate and ensure older adults are aware and included in emergency preparedness operations. •Provide emergency preparedness training for older adults throughout the city.•Establish, promote, and maintain emergency-related programs and activities. Emergency Services Attachment 1 254 •Potential Age-Friendly projects •Current Age-Friendly practices •City of South San Francisco history •City Government •Demographic Profile •AARP Livability Index •Acknowledgement and Resource Pages AppendicesAttachment 1 255 •On August 2022, an Introduction of Age-Friendly City Initiative was brought to South San Francisco. •In May 2024, CAFE and Parks and Recreation Staff met to start the process in developing an Age-Friendly Action Plan. ProcessAttachment 1 256 •In June 2025, the SSF Parks and Recreation Commission reviewed the Draft Action Plan. •On June 26, the Age-Friendly Task Force reviewed the Draft Age- Friendly Action Plan. •On September 24, 2025 -Council Action: Approve and adopt, by Motion, the SSF Age-Friendly Action Plan. ProcessAttachment 1 257 Questions? Center for Age-Friendly Excellence Attachment 1 258 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-164 Agenda Date:9/10/2025 Version:1 Item #:15a. Resolution adopting the City of South San Francisco Age-Friendly Action Plan for calendar years 2026-2029. WHEREAS,in August 2022,the City of South San Francisco began the process of applying for the Age- Friendly Communities (AFC)certification under the American Association of Retired Persons (AARP)and World Health Organization (WHO) Network of Age-Friendly Communities; and WHEREAS,in May of 2023,AARP and WHO formally recognized the City of South San Francisco as an Age- Friendly City; and WHEREAS,as a member of the AARP Network of Age-Friendly States and Communities,the City committed to an assessment process and five-year cycle of continuous improvement that includes the development of an action plan; and WHEREAS,in May 2024,South San Francisco’s Age-Friendly Task Force,in collaboration with the Center for Age Friendly Excellence (CAFE)and City staff,started preparations for developing the City of South San Francisco Age-Friendly Action Plan; and WHEREAS,these efforts helped in the development of a draft of the Age-Friedly Action Plan,which offers a comprehensive overview of the feedback received from the age-friendly community survey,community engagement sessions, and staff interviews. NOW,THEREFORE,BE IT RESOLVED,that the City Council of the City of South San Francisco hereby approves the City of South San Francisco Age-Friendly Action Plan 2026-2029 included as Exhibit A and incorporated herein by this reference. BE IT FURTHER RESOLVED,that the City Council hereby authorizes the City Manager to provide recommendations to the City Council and continually review the document to meet the community’s needs and priorities on behalf of the City Council. ***** City of South San Francisco Printed on 9/11/2025Page 1 of 1 powered by Legistar™259 1 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 City of South San Francisco Age-Friendly Action Plan 2026–2029 “ As you grow older, you will discover that you have two hands, one for helping yourself and the other for helping others.”- Audrey Hepburn Attachment 1 - DRAFT 260 Executive Summary On May 22, 2023, the American Association of Retired Persons (AARP) and the World Health Organization (WHO) formally recognized the City of South San Francisco as an Age-Friendly City. This designation marks a significant milestone in our journey toward fostering a community that is inclusive, accessible, and supportive of residents of all ages. Our commitment reflects the guiding principles of livability, ensuring that South San Francisco remains a place where people can thrive at every stage of life. Demographic shifts worldwide highlight the need for cities to adapt to an aging population. By 2034, the U.S. Census Bureau projects that there will be more people over 65 than under 18 for the first time in history. South San Francisco has a longstanding commitment to enhancing the well-being of older adults through vital programs, services, and policies that promote active aging. **Please refer to Appendix B for Age-Friendly Programs currently being implemented in the City of South San Francisco. The City of South San Francisco is committed to ensuring the sustainability of its age-friendly community initiatives. The Center for Age Friendly Excellence and the City of South San Francisco have developed an action plan that provides a strategic framework for shaping these initiatives and related policies. The plan outlines potential goals, objectives, actions, and responsibilities to address the needs of older adults and other residents. As longevity increases, the need for an age-friendly environment becomes more essential. South San Francisco Parks and Recreation Department and the City’s Age-Friendly Task Force have played critical roles in supporting this vision. Through research, community feedback, and strategic planning, their efforts have already enhanced key aspects of livability for older adults and helped to empower them to participate in civic and social life. 2 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 Attachment 1 - DRAFT 261 3 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 EXECUTIVE SUMMARYSouth San Francisco has developed a comprehensive Age-Friendly Action Plan to ensure the long-term success of our age-friendly initiatives. This plan will serve as a roadmap, outlining clear objectives and measurable outcomes in key areas of livability. Collaboration is key to the success of this initiative. The Center for Age Friendly Excellence will engage diverse stakeholders, including older adults, healthcare providers, community organizations, City staff, local businesses, and City officials. South San Francisco can leverage shared resources and expertise to implement impactful changes by fostering partnerships with neighboring cities and organizations. As a dynamic and growing city, South San Francisco recognizes that the needs of its aging population will continue to evolve. The Age-Friendly Action Plan will be regularly assessed, reviewed, and refined to ensure our policies and programs remain relevant and practical. Setting long-term goals and embedding age-friendly practices into everyday governance will create a resilient and supportive environment that benefits all generations. South San Francisco strives to lead the global Age-Friendly movement through continued commitment, innovation, and collaboration. By sharing best practices, learning from experiences, and adapting to emerging challenges, the City will continue to remain vibrant, inclusive, and be a livable place for all. Attachment 1 - DRAFT 262 4 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 Table of Contents Overview Age-Friendly Cities 8 Domains of Livability and Examples Action Plan Introduction Domain 1: Outdoor Spaces and Buildings Domain 2: Transportation Domain 3: Housing Domain 4: Social Participation Domain 5: Communication and Information Domain 6: Respect and Social Inclusion Domain 7: Civic Participation and Employment Domain 8: Community Support and Health Services Domain 9: Emergency Services Appendices: A. Age-Friendly Projects to Consider B. Current Age-Friendly Practices C. The City of South San Francisco D. City Government E. Demographic Profile of South San Francisco Residents F. Livability Index Acknowledgment Resources 5 7 16 19 24 29 32 35 38 41 44 48 52 53 71 73 77 80 82 83 TABLE OF CONTENTSAttachment 1 - DRAFT 263 5 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 OVERVIEW: AGE-FRIENDLY CITIESOverview:AGE-FRIENDLY CITIES The concept of “Age-Friendly” cities emerged as a response to the rapidly aging population and the unique challenges older people face worldwide. The World Health Organization (WHO) first developed the age-friendly movement through a research project to examine the experiences of older adults living in various communities. In 2007, the World Health Organization published the WHO Global Age-Friendly Cities Guide, which outlined eight domains of community life that impact adults aged 55 and over. They developed a guide identifying and implementing eight essential domains, which became the foundation and roadmap for establishing Age-Friendly Cities. Becoming an Age-Friendly City involves a comprehensive assessment of a community’s age-friendliness. From this assessment, cities can prioritize projects and develop an action plan to help accomplish top priorities and goals. In 2010, the Global Network of Age-Friendly Cities and Communities was developed to facilitate collaboration and exchange of ideas among cities to enhance the lives of older people. The WHO Global Network for Age-Friendly Cities and Communities currently includes 1,705 cities and communities in 60 countries, covering over 330 million people worldwide. As life expectancy increases and the older adults continue to grow, there is a need to create environments that promote healthy aging and keep people engaged in their communities. Attachment 1 - DRAFT 264 6 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 OVERVIEW: AGE-FRIENDLY CITIESThe WHO has set the stage for cities to share best practices, learn from each other’s experiences, and collaborate in developing, implementing, and evaluating solutions to the challenges of an aging population. By 2034, the United States will have more adults aged 65 and over than children under 18. The benefits of an age-friendly city for older adults are significant. It fosters a more supportive, inclusive, and vibrant community, providing opportunities for increased socialization and creating a much more resilient community that incorporates intergenerational participation and sustainability. An age-friendly certified community shows a city’s commitment to creating an environment where older adults thrive and continue to play a big part in their community. It shows a city’s commitment to developing innovative policies, projects, and programs that demonstrate evidence-based solutions based on the eight domains. This plan also includes a ninth domain related to emergency services that does not play a part in the original eight domains. This domain focuses on ensuring the older population is well prepared and supported during emergencies. Through all these domains, people can benefit from shared experiences, promote their well-being, and enable themselves to live independently. An age-friendly city encourages active ageing by optimizing opportunities for health, participation, and security to enhance the quality of life as people age. To be sustainable, cities must provide the infrastructure and services to support their residents’ well-being and productivity. It is important to remember that an age-friendly environment emphasizes enablement rather than disablement. In moving forward, the creation of age-friendly cities can only result from an integrated approach centered on how older people live. About the Global Network for Age-Friendly Cities and Communities. Age-friendly World. Retrieved August 18, 2024, from https://extranet.who.int/agefriendlyworld/ who-network/ Attachment 1 - DRAFT 265 7 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 AGE-FRIENDLY DOMAINSAGE-FRIENDLY DOMAINS NOTE: A ninth additional domain has been added to highlight South San Francisco’s Action Plan for Emergency Services. Attachment 1 - DRAFT 266 8 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 AGE-FRIENDLY DOMAINSDOMAIN 1: Outdoor Spaces and Buildings An age-friendly community prioritizes creating an accessible physical environment that accommodates the needs of older people. Public spaces and buildings play a significant role in making a city age-friendly. These places help older adults stay active, socialize, and carry out daily activities. This domain encompasses the physical environment of a community, focusing on accessibility, inclusivity, and safety. A city’s cleanliness, noise levels, and open green spaces also contribute to an age-friendly environment. Sidewalks and roads should be well-maintained, wide, and clear of obstacles. In addition to sidewalks, crosswalks must have clear markings and visual signage, ensuring safety and convenience for older people. These details are a testament to the thorough planning and design that goes into creating an age-friendly community. There must also be sufficient time for older people to cross the street. Age-friendly parks are necessary for older adults to connect with others and build relationships. Comfortable benches at parks, trails, and high pedestrian areas are essential to providing opportunities to rest, relax, and socialize. Benches, shaded areas, and exercise equipment promote physical activity and intergenerational collaboration. In addition, community centers, senior centers, government buildings, and libraries must provide a safe environment, educational opportunities, and programs and opportunities for social and intergenerational connections. Buildings should meet accessibility standards. Entrances should have ramps, automatic doors, and clear signage to help people with physical limitations easily navigate spaces. Escalators and/or elevators should always be accessible and in working order. Businesses such as shops and restaurants should have clear menus with large fonts, wide aisles, clear signage, and trained staff who feel comfortable around older adults. Outdoor spaces and buildings provide physical accessibility and empower older adults to lead independent lives and participate in community events and activities. There is also a sense of autonomy and control in their lives when there is a wide range of indoor or outdoor options. A city that prioritizes safety and inclusivity ensures that all residents can navigate and enjoy public spaces. Attachment 1 - DRAFT 267 9 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 AGE-FRIENDLY DOMAINSDOMAIN 2: Transportation Reliable and accessible transportation is a lifeline for older adults, enabling them to maintain their independence and autonomy in their daily activities and socialization. It’s not just about offering options such as shuttles, buses, paratransit, and trains, but ensuring that these services are affordable, clean, and easy to access. Additional options such as volunteer ride services, accessible taxis, ride-share programs, and other mobility choices are also essential to cater to the diverse needs of older adults. Providing priority seating for older adults is crucial, a simple yet significant gesture showing consideration for their needs. Public transit systems should be designed to accommodate wheelchairs, walkers, scooters, and individuals with hearing or vision impairments. Bus and train stations should be marked, well-lit, and have ample seating. They should also provide precise, updated, concise schedules that are easy to understand and read. These schedules are both a convenience and a necessity, offering a sense of security and confidence to older adults and their caregivers. Transportation schedules should also be provided in digital, audio, and printed formats. Pedestrian safety is also a crucial aspect of age-friendly transportation. Cities and counties should prioritize well-marked crosswalks that offer longer pedestrian signal times. Implementing traffic calming measures provides security and protection for pedestrians and bicycle riders. These measures include increased police presence, speed bumps, roundabouts, curb bulbouts, radar speed signs, and road diets. By enhancing transportation infrastructure, cities enable older adults to remain independent, access essential services, and participate in social activities and events. An accessible and age-friendly transportation system ensures that older adults are not isolated from their community, fostering a sense of autonomy, connection, and inclusion. Attachment 1 - DRAFT 268 10 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 AGE-FRIENDLY DOMAINSDOMAIN 3: Housing Housing can contribute to many positive health outcomes. It is essential to the well-being and safety of older adults. In addition, the design and location of housing are also necessary. Housing close to public transportation, retail, recreational areas, and medical clinics or hospitals allows for more independence if someone cannot drive. Age-friendly cities offer various housing options: residential homes, multi-dwelling apartments geared toward seniors, retirement villages, co-housing, residential care homes, accessory dwelling units (ADU), and self- contained living units within a larger residential property. Design is equally important. Elevators are necessary for multi-level housing, bathrooms and kitchen facilities must be large enough to move in, and hallways and doorways must be large enough to accommodate wheelchairs and mobility scooters. Housing design and modifications are pivotal in empowering individuals to maintain independence and live comfortably at home. As health conditions change and limitations with activities of daily living arise, home modifications can be a powerful tool in preserving autonomy. Creating financial assistance programs, like grants for home modifications, can help older adults make essential home changes. Affordable housing is a fundamental need for older people, regardless of their socio-economic development stage. When developing housing for older adults, it’s crucial to consider heating, cooling, and lighting. Older adults have unique lighting and thermal needs, and buildings and homes must be designed with these in mind. Ensuring a diverse range of housing choices in a city is crucial to accommodate the changing needs of older adults. This inclusivity is a key aspect of creating age-friendly cities. It is essential to feel safe and secure in the home environment. Attachment 1 - DRAFT 269 11 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 AGE-FRIENDLY DOMAINSDOMAIN 4: Social Participation The age-friendly domain of social participation ensures that older adults can engage in social, recreational, and cultural activities and events. Isolation can lead to depression and other mental and physical health issues. By prioritizing social participation, cities, with the support and leadership of policymakers and community leaders, help older adults maintain a sense of purpose and autonomy, which leads to improved mental health. Community centers, senior centers, libraries, and social clubs offer a variety of activities that can assist older adults in maintaining their physical and mental health. However, it’s important to note that not all older adults have the same interests. Therefore, public events such as farmers’ markets, music series, art fairs, and cultural festivals, catering to diverse interests, are equally important. These events, designed for residents of all ages, promote social interaction and community engagement, which is crucial for the well-being of older adults. These events provide occasions for older adults to come together with family, friends, and neighbors, enhancing their sense of community and inclusion. Information about social activities and events must be readily accessible to older adults. This includes maintaining up-to-date community calendars, billboards, frequent electronic emails and newsletters, and flyers disseminated where people gather frequently. Efforts should be made to ensure that venues for these events are easily accessible and that transportation is provided when needed. Intergenerational programs also play an essential role in fostering connections between older and younger generations. By sharing stories, skills, and experiences, these programs help break down age-related stereotypes and promote mutual understanding and respect. They create lasting connections beyond age, enriching the lives of older and younger participants. The age-friendly domain of social participation provides many opportunities and programs that foster relationships and social connections for older adults. These efforts help older residents feel valued in their community and underscore the importance of recognizing and appreciating their contributions to our society. Attachment 1 - DRAFT 270 12 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 AGE-FRIENDLY DOMAINSDOMAIN 5: Communication and Information As defined by the AARP, an age-friendly community ensures timely information and multiple sources, is multilingual, covers various topics, and is distributed widely throughout the community. The opportunity to stay connected with events and essential information is necessary to maintain a good quality of life. This domain encompasses a variety of elements, with a key focus on user-friendly communication channels. These channels, technological support, and transparent public messaging is crucial in empowering residents to access and understand the information they need. Information must be accessible and available in multiple formats to accommodate different needs and preferences. This includes having printed materials in large font and focusing on the Who, What, Where, and Why. It is also essential to ensure that online information is accessible and that residents are educated on using technology to access information. In addition, television captions, community billboards, kiosks, videos, local newspapers, and audio formats should be available. Community media, including a potential community television channel, is crucial in keeping residents informed and engaged, covering vital information about community events, public services, health services, and other relevant topics. Technical support helps older adults navigate the digital world. Classes and workshops on using computers, tablets, smartphones, and the internet ensures that older residents can access online resources, social media, and digital communication tools. Community centers and libraries often provide free internet access, group sessions, and one-on-one tech assistance, bridging the digital divide, and empowering older adults to stay connected with family and friends. Establishing responsive communication channels where older adults can ask questions and seek assistance is essential. These may include concierge services, helplines, support services, and customer service centers. Ensuring staff are trained to be patient and supportive when interacting with older adults is also essential. By prioritizing transparent and inclusive communication, age-friendly cities help older adults stay informed, engaged, and independent. The domain of communication and information offers a comprehensive array of services and resources that benefit older adults by providing accessible, clear, and timely information. When information is easy to access and understand, seniors can fully participate in their communities without feeling isolated, disconnected, and overwhelmed. This approach also fosters a sense of respect and value for the older adult population. Attachment 1 - DRAFT 271 13 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 AGE-FRIENDLY DOMAINSDOMAIN 6: Respect and Social Inclusion This age-friendly domain of respect and social inclusion focuses on the importance of older adults feeling included, valued, and respected in all aspects of social life. It is a community that shows acceptance of older adults regardless of gender, religion, economic status, cultural background, or race. This domain involves promoting intergenerational activities, addressing ageism, and ensuring that older adults have opportunities to participate in community decision-making processes. It is essential to encourage a sense of belonging, self-worth, and dignity amongst older residents. One way to foster respect and inclusion is by encouraging intergenerational programs. These could include events and programs that unite people of all ages, such as recreational activities like gardening or cooking classes, educational programs like language exchange or history lessons, and community events like fairs or cultural celebrations. Schools, youth groups, and community centers can create opportunities for older adults and younger generations to engage in meaningful activities such as storytelling, mentoring, and tutoring. Public services and businesses also play a crucial role in ensuring that older adults are treated with dignity. Training programs for companies, health care workers, and government employees can educate staff on providing age-friendly customer service, communicating effectively with older adults, and accommodating their specific needs. Prioritizing accessibility in public and private spaces would also help ensure that older adults feel welcome. Another crucial element is tackling ageism, which involves addressing and challenging negative stereotypes toward older adults. By promoting positive images of aging and celebrating the achievements of older adults, we can foster a more respectful environment and empower everyone to make a positive change. When communities respect and include older adults, it improves their well-being and strengthens social acceptance and cohesion. Creating age-friendly cities fosters environments where all generations can thrive together, offering a hopeful vision for the future. Attachment 1 - DRAFT 272 14 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 AGE-FRIENDLY DOMAINSDOMAIN 7: Civic Participation and Employment An age-friendly community values the wisdom and experience of older adults and their contributions to public decision-making. There must be ample opportunities to remain active and engaged in their community through volunteer or paid roles. This domain encompasses a wide range of initiatives, including promoting volunteerism, providing employment support and opportunities, and offering educational and training programs to assist older adults in staying financially secure, socially connected, and mentally stimulated. Encouraging volunteer activities in both public and private sectors allows older adults to contribute to their communities and stay active. Volunteers provide a sense of purpose, help strengthen social connections, and combat feelings of isolation and loneliness. Volunteer programs should be well-publicized in multiple locations and venues. Many organizations actively seek and value the contributions of older volunteers. Roles should match their skills and especially their interests. Volunteerism can also help older adults by allowing them to sit on local governmental advisory boards and charity organizations. Regarding employment, cities can work with organizations and businesses to encourage anti-ageism hiring policies, retraining programs, and mentorship roles. Offering flexible schedules, such as part-time and remote work options, which helps transition older adults into the workforce and gives them a sense of purpose and acceptance. Age-friendly cities can utilize older adults’ wisdom and knowledge by fostering work and civic engagement. Encouraging workforce participation benefits older adults and the whole community by creating a more vibrant and interconnected society. City Council Chambers Attachment 1 - DRAFT 273 15 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 AGE-FRIENDLY DOMAINSDOMAIN 8: Community Support and Health Services Ensuring that older adults have access to high-quality, affordable healthcare services is a priority for age-friendly cities. As people age, they require more frequent medical care, home support services, and coordinated case management care for chronic conditions. Health institutions must be responsive to the needs of older adults. Collaborating with local and regional agencies and service providers is essential to offer a broad range of services tailored to meet residents’ needs. An emphasis on preventive care and caregiver support adds to the holistic healthcare approach. Primary care doctors should be trained in geriatric care, and healthcare facilities should have easy access for people with mobility challenges. Telehealth services can also be beneficial in ultimately connecting doctors and nurses remotely, reducing the need for travel; however, it is essential to have choices. Transportation services need to be available to help older adults attend medical appointments. Home health care should be tailored to meet the individual needs of older adults. It is also vital to support the role of informal caregivers, such as family members and friends. The healthcare system must be clear and straightforward and provide accessible information about available health and social resources. Older adults should be educated in accessing the services available in their local and regional communities. Information should be disseminated through various channels to reach as many people as possible. Age-friendly cities can improve older people’s overall quality of life by investing in strong healthcare and support services. A community that prioritizes health and well-being ensures that its residents can age at home with dignity. Attachment 1 - DRAFT 274 16 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 Action Plan The Age-Friendly Action Plan is a dynamic tool intended to create inclusive, accessible, and supportive communities for individuals of all ages and backgrounds, especially older adults. The plan aims to ensure the development of the community policies, programs, and infrastructure that promote active aging and enhance the quality of life for older adults. The action plan serves as a roadmap for communities to implement projects that gracefully improve the environment for aging, thriving, and maintaining independence. This process includes assessing the significant needs of older adults in the community through in-person interviews, organizations serving older adults, and AARP survey results and interviews with the City Departments. Based on the gathered data, the team formulates an action plan to guide the community in identifying potential projects to meet the expressed needs. Projects and policies will foster an environment that empowers older adults to remain active and independent for as long as possible. Its adaptability ensures it can be adjusted over time as circumstances, staff, regulations, and the interests of the older population evolve, providing reassurance and confidence in its effectiveness. After the initial five-year cycle is completed, the community assessment begins anew, and an updated action plan is created. The action plan will include goals, strategies, steps to accomplish goals, partners and staff needed to achieve the goals, and metrics to measure progress and effectiveness. These pertain to the World Health Organization’s and AARP’s eight domains, in addition to the ninth domain initiated by South San Francisco to address emergency services. There will be a project spreadsheet for the Council, staff, and the task force to refer to, monitor, and evaluate the South San Francisco Age-Friendly projects ACTION PLAN INTRODUCTIONAttachment 1 - DRAFT 275 17 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 from 2026 to 2029. Building partnerships, securing funding, and advocating for policy changes will be essential to support and sustain this action plan. In August 2022, South San Francisco recruited a diverse group of City staff, elected leaders, community stakeholders organization representatives, and residents interested in older residents’ well- being to serve on South San Francisco’s first-ever Age-Friendly Community (AFC) Task Force. They initially gathered information through in-person interviews, virtual meetings, and one-on-one phone interviews. Focus groups explored the strengths, livability challenges, and possible solutions as they pertained to the eight domains. Focus group participants represented a mix of residents in terms of race, gender, ethnicity, geographic location, and income. The City published multiple notices in its weekly newsletter announcing the age-friendly focus group session, and the City Council members recruited many participants through their networking. The following projects were identified under the following domains and are completed or in progress: Outdoor Spaces and Buildings • Rest areas will be strategically placed at City-sponsored large festivals and community events, so that people of all ages have a place to rest comfortably. Transportation • Expansion of the City of South San Francisco’s Free Shuttle route. • The South City Shuttles offer complimentary services throughout many areas of the city. This includes three shuttle routes that include stops at senior centers, local retail stores, the Parks and Recreation buildig and Library and many parks. • There are shuttles that provide transit connections with CalTrain, BART, and SamTrans. Housing • The South San Francisco Rotary Club has collaborated with the City to purchase a parcel of land and develop a 142-unit affordable senior housing complex. This will be the third such complex the Rotary Club has created in our community. Communication and Information • Installation of an older adult community resource display at South San Franciso’s Senior Center. ACTION PLAN INTRODUCTIONACTION PLAN INTRODUCTION (continued) Attachment 1 - DRAFT 276 18 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 • The South San Francisco Police Department implemented Project Guardian, which allows caregivers and family members to register vulnerable persons and those with special needs in a free, confidential database that the department manages and maintains. Emergency Services • With the support of a subcommittee, the Fire Department’s Community Emergency Response Team (CERT) Coordinator will review replicable best practice disaster response strategies designed for older adults from other Age-Friendly Communities that could be incorporated into their current plans. • Research ways to establish a voluntary disaster registry of older adult residents and other residents of all ages who want someone trained in disaster response to check on their well-being following a community disaster or emergency. The City has adopted an “age-friendly lens” for all community projects, events, and services as a standard procedure for each department. In May 2024, South San Francisco developed an Age-Friendly Task Force in collaboration with the Center for Age-Friendly Excellence. In preparation in developing their action plan, South San Francisco and the Center for Age Friendly Excellence held two community engagement meetings in October 2024. They disseminated an AARP survey from August 2024 through December 31, 2024. Staff interviews were held in February 2025. To address the unmet needs of older adults, a comprehensive spreadsheet was created to record potential projects and strategies identified during the focus groups, the task force members’ input, interviews with the City Departments, and responses from 213 residents aged 50 and over. This spreadsheet is a valuable resource and guide in highlighting key focus areas for the action plan and guiding the City in prioritizing, implementing, and evaluating initiatives from 2026 to 2029. This action plan is an evolving roadmap that sets the direction and foundation. It allows staff, City Council, community partners, and residents to assess and update it to meet the community’s changing needs and priorities. The projects outlined throughout the action plan are purely suggestions and recommendations under the direction of the Council. An age-friendly action plan helps create an inclusive community where older adults can thrive, retain independence, maintain their health, and enhance their quality of care.ACTION PLAN INTRODUCTIONACTION PLAN INTRODUCTION (continued) Attachment 1 - DRAFT 277 19 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 DOMAIN 1: Outdoor Spaces and Buildings An age-friendly community should offer a safe, clean, welcoming, and well-maintained outdoor environment. Adequate outdoor seating should be comfortable and tailored to the needs of older adults, and outdoor green spaces should provide a tranquil resting place for residents of all ages. “We need more gathering spaces with benches to relax, enjoy, and chat with our friends and family.” SURVEY RESULTS DOMAIN 1: OUTDOOR SPACES AND BUILDINGS92%of respondents rated the community as fair to excellent in having well-maintained parks. 86%of respondents rated the community as fair to excellent in providing safe parks. 77%of respondents rated the community as fair to excellent in providing a sufficient number of benches for resting in public areas such as parks, public buildings, and sidewalks. 69%of respondents rated the community as fair to excellent in having public buildings and spaces that include restrooms that are accessible to people of different physical abilities. 59%of respondents rated the community as fair to excellent in providing conveniently located public parking lots and areas including handicapped parking. Attachment 1 - DRAFT 278 20 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 Utilize parks and open spaces to promote health, wellness, socialization, and relaxation. a. Continue to assess neighborhood areas that need parks. i. Develop a senior ad hoc subcommittee to work with staff in studying additional park opportunity sites in the area. ii. Further educate the community on the Parks and Recreation Master Plan Update. iii. Design parks and recreational areas with features that appeal to older adults, such as community gardens, quiet areas for relaxation, and fitness equipment. iv. Research and create interactive mapping applications that show locations of parks, community centers, libraries, and recreation opportunities. b. Encourage increased police presence in public parks to enforce local ordinances. i. Update park signage to educate the public about leash laws and include Peninsula Humane Society and SPCA’s contact information to report “off-leash dogs.” ii. Consider the possibility of developing a Park Ranger program. c. Develop a senior ad hoc subcommittee to research and discuss more comfortable seating and “age-friendly furniture” for parks and open spaces throughout the city. Encourage the inclusion of age-friendly equipment when renovating parks. i. Research the possibility of placing additional benches in downtown areas. Develop a map and survey areas that would benefit from additional benches or chairs. ii. Have a senior subcommittee perform a walking audit of all city public buildings and parks to determine additional resting spaces. iii. Benches and chairs should be of good height, have backrests and, possibly, armrests for additional support, and be located in shaded areas protected by trees and canopies.DOMAIN 1: OUTDOOR SPACES AND BUILDINGSDOMAIN 1: Outdoor Spaces and Buildings GOAL: Provide safe, inclusive, and accessible indoor and outdoor environments in the community for all residents to enjoy, socialize, and relax, as well as promote the physical and mental well-being of older adults. STRATEGIES 1 Please refer to Appendix A for extensive recommendations contained in the projects spreadsheet. The Goals and Strategies described below in the following domains are just a quick overview of potential projects and options. This is only to be used as a guide and not as definitive projects to be implemented. * I/P: In Progress Attachment 1 - DRAFT 279 21 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 iv. Provide opportunities to have park equipment that benefits everyone: https://goric.com/designing-inter-generational-playgrounds-for-an-aging- population/ https://goric.com/intergenerational-playgrounds-unite-the-young-and-old/DOMAIN 1: OUTDOOR SPACES AND BUILDINGSDOMAIN 1: Outdoor Spaces and Buildings GOAL: Provide safe, inclusive, and accessible indoor and outdoor environments in the community for all residents to enjoy, socialize, and relax, as well as promote the physical and mental well-being of older adults. STRATEGIES (continued) TIME FRAME6 Months -2 Years METRIC YES/NO (I/P) PARTNERS City Council Age-Friendly Task Force Parks & RecreationCommission Community Volunteers Cultural Arts Commission Police Peninsula Humane Society RESPONSIBLE STAFF Parks & Recreation Attachment 1 - DRAFT 280 22 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 DOMAIN 1: OUTDOOR SPACES AND BUILDINGSDOMAIN 1: Outdoor Spaces and Buildings STRATEGIES (continued) Promote pedestrian safety among older adults and enhance safe and appealing neighborhoods. a. Develop a walking audit where older residents assess pedestrian safety components such as wayfinding signage around public buildings, increasing font and lighting to increase the visibility of significant street signs, and focusing on ADA accessibility. i. Encourage business owners to support pedestrian safety initiatives by keeping sidewalks clear and placing business signs in areas that do not block pedestrian passages. ii. Survey areas that may lack lighting. Consider increasing lighting around park areas and public buildings. iii. Develop a committee to review and consider developing criteria for an improved community sign standard. This could include additional signs or a change in the presentation of signs. iv. Survey and inventory areas in South San Francisco to prioritize areas that need increased lighting, especially downtown areas. This will make it easier for older people to navigate the city when driving, bicycling, or walking. South San Francisco will start on the lighting enhancement levels at Grand and Linden. 2 GOAL: Provide safe, inclusive, and accessible indoor and outdoor environments in the community for all residents to enjoy, socialize, and relax, as well as promote the physical and mental well-being of older adults. TIME FRAME1-2 Years METRIC YES/NO (I/P) PARTNERS Age-Friendly Task Force Chamber of Commerce Downtown Business Owners Parks & Recreation Planning Commission Bicycle and Pedestrian Advisory Committee RESPONSIBLE STAFF Economic & Community Development Public Works Attachment 1 - DRAFT 281 23 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 DOMAIN 1: OUTDOOR SPACES AND BUILDINGSDOMAIN 1: Outdoor Spaces and Buildings STRATEGIES (continued) Research additional parking options and the potential for senior safety zones. a. Research the possibility of adding special parking spaces for older adults. i. Refer to Age-Friendly Parking places in Ireland. 1. National Age-Friendly Parking Space Guide 3 GOAL: Provide safe, inclusive, and accessible indoor and outdoor environments in the community for all residents to enjoy, socialize, and relax, as well as promote the physical and mental well-being of older adults. (Please refer to Appendix A for further information on potential projects.) PARTNERS Parking Place Commission Community Members TIME FRAME1 Year METRIC YES/NO (I/P)* RESPONSIBLE STAFF Public Works Attachment 1 - DRAFT 282 24 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 DOMAIN 2: TRANSPORTATIONDOMAIN 2: Transportation An age-friendly community should have accessible and affordable public and on-demand transportation options. Safe and accessible pedestrian pathways to and from public transportation stops are essential, and they should be well-lit and well-marked, in addition to having sufficient crossing times. Mobility education related to existing options, such as the “Got Wheels Program” and Redi-Wheels, must be disseminated. It is necessary to provide residents with choices and opportunities to connect with available services in the community. “Reliable and accessible transportation is essential for me. We need shuttles that aren’t too crowded and allow enough seating for seniors.” SURVEY RESULTS95%of respondents rated the community as fair to excellent in providing easy-to-read traffic signs. 81%of respondents rated the community as fair to excellent in providing sidewalks that are in good condition, safe for pedestrians, and accessible for wheelchairs or other assistive devices. 72% of respondents rated the community as fair to excellent in having streets and intersections that are well-lit, accessible, and safe.76% of respondents rated the community as fair to excellent in providing public transportation that is accessible and convenient. 67%of respondents rated the community as fair to excellent in providing affordable transportation. Attachment 1 - DRAFT 283 25 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 DOMAIN 2: Transportation GOAL: Create, improve, and implement comprehensive, accessible, reliable, and convenient transportation options for older adults to maintain their independence and access essential services. Educate older adults about available transportation systems. a. Disseminate information regarding transportation options: i. Same-day paratransit service: SamTrans ii. Got Wheels! Program: Peninsula Family Service iii. Senior Mobility Guide: SMC Senior Mobility Guide iv. The South City Shuttle is a free shuttle service in South San Francisco. The shuttle runs Monday through Friday, beginning at 7:00 am and provides free service around the City, with trips to local stores, senior centers, libraries, City Hall, and parks. The shuttle also includes transit connections with SamTrans, Caltrain, and BART. Free South San Francisco Shuttle throughout the City Monday-Friday: Free SSF Shuttle or call 650-877-8550. 1. Consider a “Give up your Seat” campaign to encourage young people to give up their shuttle seats to older adults who need them. v. Peninsula Jewish Community Center (PJCC) offers a “Get Up and Go” transportation service for seniors: https://pjcc.org/programs/senior- transportation/ or call 650-378-2750. vi. GoGo Grandparent has door-to-door and schedules rides for residents using Lyft and Uber: https://www.gogograndparent.com/ or call 1-855-464-6872 ext. 78282. STRATEGIES DOMAIN 2: TRANSPORTATION1 56% of respondents rated the community as fair to excellent in enforcing the speed limit. 64% of respondents rated the community as fair to excellent in providing public transportation that is safe and stops at areas that are accessible to people of varying physical abilities. 24%of respondents rated the community as fair to excellent in providing transportation to and from volunteer activities for those who need it. Attachment 1 - DRAFT 284 26 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 DOMAIN 2: Transportation b. Educate and establish solutions to increase the number of residents utilizing public transportation. i. Consider partnering with Peninsula Family Services to increase the number of residents utilizing the “Got Wheels Program.” Allocate money from the general budget to allow more members to use the program when there is a waiting list. ii. Provide technology classes on ride-share options. iii. Educate residents about Redi-Wheels. STRATEGIES (continued)DOMAIN 2: TRANSPORTATIONGOAL: Create, improve, and implement comprehensive, accessible, reliable, and convenient transportation options for older adults to maintain their independence and access essential services. 2 Assess possibilities to par tner with the community and city to provide additional transportation options. a. Research and assess volunteer transportation sources to help residents who are unable to drive to be able to attend recreation and community events. i. Research faith-based organizations for oppor tunities to have parishioners volunteer to drive residents to events, appointments, and volunteer activities. In addition, volunteers can deliver necessities to housebound people. ii. Research “Village Concept.” Refer to Brisbane Helping Hands: https:// brisbanevillage.org/faq/ iii. Research the RideCare Program in Los Altos. RideCare Program | City of Los Altos, California iv. Educate seniors on how to get Clipper cards and download the app to their phones. v. Research what senior discounts are available on Caltrain and SamTrans. TIME FRAME6 Months - 3 Years RESPONSIBLE STAFF Public Works Parks & Recreation Communications METRIC YES/NO (I/P) PARTNERS Attachment 1 - DRAFT 285 27 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 DOMAIN 2: Transportation STRATEGIES (continued)DOMAIN 2: TRANSPORTATION3 Research and implement additional parking options, infrastructure, and traffic safety for older adults. a. Research the Green Man Plus (GM+) program in Singapore. i. This program allocates a longer green man time for older people and people with disabilities to cross the street. Elderly pedestrians and pedestrians with disabilities can expect up to 13 seconds more green man time when they use signalized pedestrian crossings fitted with Green Man+. Green Man + (by LTA) - Singapore ii. Research additional areas for leading pedestrian intervals. Currently, SSF has added leading pedestrian intervals at some crosswalks where pedestrians get a head start, can start crossing first, and can be seen by drivers before the green light for traffic engages. iii. Survey neighborhoods to evaluate areas needing speed bumps to slow traffic and determine crosswalks that need added lighting and/or flashing lights. b. Continue to conduct audits to identify potential safety hazards related to sidewalks. i. Create a group of residents to conduct a walking audit and identify areas in the city that need sidewalk improvements. ii. Continue to work with private property owners to perform responsible repairs. Encourage neighborhoods to collaborate to identify sidewalk safety issues and save money by collaborating with a contractor. c. Enforce traffic laws and enhance traffic safety regulations. i. Post “no bikes on sidewalks” signs in high pedestrian traffic areas and increase police enforcement. ii. Develop a general education campaign about bike and pedestrian safety throughout the city and the schools. 1. Develop a flyer to place in the city and school e-newsletters. 2. Encourage education in community centers that emphasizes wearing reflective clothing when walking and/or bicycling. 3. Expand police enforcement to improve pedestrian safety. Ensure drivers stop for pedestrians at crosswalks, make complete stops at stop signs, and enforce speed limits in high-pedestrian areas. GOAL: Create, improve, and implement comprehensive, accessible, reliable, and convenient transportation options for older adults to maintain their independence and access essential services. Attachment 1 - DRAFT 286 28 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 DOMAIN 2: Transportation STRATEGIES (continued)DOMAIN 2: TRANSPORTATION 4. Refer to: https://www.ssf.net/files/assets/public/v/1/city-manager/ documents/active-south-city-ssf-bic.pdf for further information on the South San Francisco Bicycle and Pedestrian Master Plan - Active South CIty. d. Conduct a potential parking study and determine areas that accommodate additional spaces. i. Determine if certain areas can accommodate additional white zones for pedestrian drop-off, especially at senior centers, assisted living structures, and grocery stores. ii. Establish Age-Friendly parking spaces: Age Friendly Parking Bays | Laois County Council and Age-Friendly Parking Space Guide GOAL: Create, improve, and implement comprehensive, accessible, reliable, and convenient transportation options for older adults to maintain their independence and access essential services. RESPONSIBLE STAFF Police Department Public Works TIME FRAME1 - 3 Years METRIC YES/NO (I/P) (Please refer to Appendix A for further information on potential projects.) Attachment 1 - DRAFT 287 29 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 DOMAIN 3: HOUSINGDOMAIN 3: Housing An age-friendly community offers housing, which is essential to the safety and well-being of residents in the city. Multiple housing should be available for all income levels. Preserving existing housing, building new developments, and encouraging co-housing options can help alleviate the housing crisis—age-friendly housing needs to support the safety and independence of older adults while enhancing their quality of life. Community members want to stay in their homes as long as possible. Housing should also be near public transportation and essential amenities such as hospitals, medical clinics, community centers, grocery stores, libraries, and pharmacies. SURVEY RESULTS97%of respondents thought it was important to extremely important to live in a home that would help they live independently as they age. 89%of respondents rated the community as fair to excellent as a place for people to live as they age. 64%of respondents rated the community as fair to excellent for providing trustworthy, quality, and affordable home modification and repair contractors. 64%of respondents rated the community as fair to excellent in providing affordable housing options for adults of varying income levels, such as older active adult communities, assisted living, and communities with shared facilities. “I’m not sure how much longer I can afford to live here. Costs just keep going up, and my social security does not cover the costs.” Attachment 1 - DRAFT 288 30 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 DOMAIN 3: Housing GOAL: Provide affordable housing options that are safe, conveniently located, and accessible near public transportation, businesses, and services, as well as resources for older adults to age in place. Educate residents about available housing resources. a. HIP housing (shared housing): HIP Housing or Call 650-358-6660. b. HomeShare Online: www.homeshareonline.org c. Promote Housing Programs San Mateo County: www.mysmchousing.com/ d. Doorway Housing Portal: Website where you can find and apply for subsidized, affordable housing in the San Francisco Bay Area. Doorway Housing Portal e. Housing Endowment and Regional Trust (HEART) of San Mateo County Housing Assistance Options: HEART of SMC f. Center for Independence for Individuals with Disabilities: https://www.cidsanmateo.org/ services/housing-support.php or Call 650-645-1780 g. South San Francisco Housing Authority: www.ssfha.org h. Utilize South City’s Indy Bot to find housing resources: www.ssf.net/News/Indy-Launch i. Offer an ADU workshop once or twice a year to educate homeowners on building one. Accessory Dwelling Units - City of South San Francisco j. Research the possibility of developing a list of available ADU units in the city. k. Offer a yearly tenant workshop to disseminate information. i. Rent Help & Legal Aid - City of South San Francisco ii. https://www.legalaidsmc.org/ l. Research co-housing options: https://www.mercurynews.com/2018/05/18/co-housing-the- brave-new-world-of-senior-living/?clearUserState=true m. Research intergenerational housing: https://www.theguardian.com/world/2020/sep/15/its- like-family-the-swedish-housing-experiment-designed-to-cure-loneliness n. Continue to provide opportunities to ensure older adults are included in discussing housing issues. o. Offer a yearly workshop to educate and assist residents with signing up for affordable housing. STRATEGIES DOMAIN 3: HOUSING1 of respondents rated the community as fair to excellent in providing well-maintained, safe, and low-income housing.40% Attachment 1 - DRAFT 289 31 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 DOMAIN 3: Housing GOAL: Provide affordable housing options that are safe, conveniently located, and accessible near public transportation, businesses, and services, as well as resources for older adults to age in place. Partner with services to develop a list to assist seniors looking to hire trusted repair providers. a. Continue to partner with Rebuilding Together and use it as a resource to provide affordable repairs and incorporate ADA improvements. This organization provides home modifications to improve accessibility, reduce falls, increase independence, and facilitate aging-in-place. This may include modifications such as grab bars, high counter tops, and ramps. https://rebuildingtogether.org/ b. Consider developing a resource guide highlighting home maintenance organizations and contractors for seniors. STRATEGIES (continued)DOMAIN 3: HOUSING2 PARTNERS San Mateo County Department of Housing HIP Housing Project Homekey Age-Friendly Task Force Planning Commission RESPONSIBLE STAFF Economic and Community Development TIME FRAMEOngoing METRIC YES/NO (I/P) PARTNERS Rebuilding Together RESPONSIBLE STAFF Economic and Community Development TIME FRAMEOngoing METRIC YES/NO (I/P) (Please refer to Appendix A for further information on potential projects.) Attachment 1 - DRAFT 290 32 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 DOMAIN 4: SOCIAL PARTICIPATIONDOMAIN 4: Social Participation An age-friendly community supports opportunities for social interaction that are accessible, affordable, inclusive, and intergenerational. Cities must offer activities for older adults that support their well-being, connection to the community, and active living. In his U.S. Surgeon General Advisory, Dr. Vivek Murthy has described loneliness as a public health crisis where the antidote is quality human connection and building community (Our Epidemic of Loneliness and Isolation, 2023). “The classes are great, and there is a good variety. However, classroom sizes are small, and residents are being turned away.” SURVEY RESULTS67%of respondents rated the community as fair to excellent in providing various cultural activities for diverse populations. 60%of respondents rated the community as fair to excellent in providing conveniently located entertainment venues. 54% of respondents rated the community as fair to excellent in providing activities geared specifically towards older adults.47% of respondents rated the community as fair to excellent in providing continuing education classes or social clubs to pursue new interests, hobbies, or passions. 54%of respondents rated the community as fair to excellent in providing access to reliable and affordable in-home high-speed internet. Attachment 1 - DRAFT 291 33 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 GOAL: Provide affordable and accessible social interaction opportunities that promote respect for all ages, abilities, and cultures. Offer a broader spectrum of activities, programs, and social activities for older adult residents. a. Survey adult residents age 55 and over to see what activities they would like offered and assess the level of demand. i. Consider re-evaluating class participation and increasing the number of classes if feasible. ii. Encourage the use of neighboring community centers, which may offer programs that South San Francisco may not be able to offer. b. Bring people together with various cultural foods at city events. c. Audit existing facilities to see if they are underutilized at any time; look into the possibility of using them as gathering spaces for seniors. d. Twice per year, offer an educational program for the community on how to learn about city events, how they are advertised, and how to use social media. e. Develop a toolkit and education enabling constituents to apply for special event permits. f. Provide opportunities to enhance the participation of the homebound. i. Research the possibility of resurrecting the homebound delivery book program; consider implementing the “Rent a Tablet” pilot study. Research the possibility of resurrecting the homebound delivery book program; consider implementing the “Rent a Tablet” pilot study. ii. Develop a pen pal program with schools and homebound residents. STRATEGIES 1 of respondents rated the community as fair to excellent in providing local schools that involve older adults in events and activities.28% DOMAIN 4: Social Participation DOMAIN 4: SOCIAL PARTICIPATIONTIME FRAME1 Year+METRIC YES/NO (I/P) PARTNERS Community Center Library Faith-Based Organizations Community Volunteers RESPONSIBLE STAFF Parks & Recreation Attachment 1 - DRAFT 292 34 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 DOMAIN 4: Social Participation GOAL: Provide affordable and accessible social interaction opportunities that promote respect for all ages, abilities, and cultures. STRATEGIES (continued)DOMAIN 4: SOCIAL PARTICIPATION2 Expand intergenerational activities to support interaction between younger and older generations. a. Partner with high schools to provide intergenerational activities; have youth interview seniors and work with the South San Francisco Historical Society. b. Encourage collaboration with the Youth Advisory Commission to develop intergenerational programs. i. Allow younger and older adults to learn from each other. c. Build upon current successful programs, such as pre-schoolers visiting older adults in the Community Center once a month and the Grand Friends program at the Senior Center. d. Consider intergenerational culture nights, karaoke, and game nights. TIME FRAME6 Months -1 Year METRIC YES/NO (I/P) PARTNERS Community Center Schools Youth Advisory Commission Faith-Based Organizations RESPONSIBLE STAFF Parks & Recreation (Please refer to Appendix A for further information on potential projects.) Attachment 1 - DRAFT 293 35 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 DOMAIN 5: COMMUNICATION AND INFORMATIONDOMAIN 5: Communication and Information An age-friendly community provides information in various languages, venues, and formats accessible and inclusive for all ages. Information is disseminated electronically and in traditional hard copy format, using audio or video and face-to-face communication. This supports older adults or others needing more technical skills or digital resources to access information on resources, programs, and activities that support their daily lives. “It would be nice to have one location where I can find all of the information for older adults, resources, events, activities, and services.” SURVEY RESULTS77%of respondents rated their community as fair to excellent in providing access to computers and the internet in public spaces such as libraries, senior community centers, or government buildings. 54%of respondents rated the community as fair to excellent in providing access to community information in one central source. of respondents rated the community’s ability to provide information in several languages as fair to excellent.52% of respondents rated the community as fair to excellent in providing printed community information with large lettering.43% of respondents rated the community as fair to excellent in providing community information delivered in person to people who may have difficulty or may not be able to leave home. 25% Attachment 1 - DRAFT 294 36 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 DOMAIN 5: Communication and Information GOAL: Provide information about activities and resources for older adults in a central location and make it available to the broader community in multiple formats and languages. Expand information dissemination, utilizing various formats in multiple predominant languages and at venues frequented by older adults. a. Communicate using multiple formats to promote events, programs, resources, and activities, including electronic and hard copy, television, and in-person; ensure availability in various languages. i. Offer a newsletter in electronic format to facilitate dissemination and reach a broader audience. ii. Flyers must be simple and focus on the activity’s ‘Who, What, When, and Where.’ iii. Place flyers at businesses and venues regularly visited by seniors, such as cafes, parks, electronic bulletin boards, and kiosks throughout the city. b. Facilitate the ability of senior residents to locate information. i. Create an Age-Friendly page on the City of South San Francisco website; include all City and County older adult resources and links to provide a one- stop shop for seniors who use the internet. ii. Expand the availability of the Daily Journal: Inventory the city to see where additional newsstands can be located; print copies are available at the Main and Grand Libraries. c. Partner with schools to distribute information through their newsletters. d. Look into SB 1383 regarding increasing the availability of hard copies for resources, events, recreation programs, and activities. STRATEGIES DOMAIN 5: COMMUNICATION AND INFORMATION1 RESPONSIBLE STAFF Communications Parks & Recreation TIME FRAME6 Months -1 Year/Ongoing METRIC YES/NO (I/P) Attachment 1 - DRAFT 295 37 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 DOMAIN 5: Communication and Information Broaden the availability of classes, technology training, and technical support for older adults at Main and Grand Libraries and the Teglia Center. a. Consider a tech drop-in where the Youth Commission can help answer older adult questions on how to use their devices and access information online, increasing interpersonal connection and access to information. b. Promote awareness that the City webpage has a dropdown option to translate into many languages; the website has been updated to include Simplified Chinese, Spanish, Chinese Traditional, Tagalog, and English. c. Provide information on AARP Senior Planet OATS (Older Adult Technology Service), which offers online courses and curriculum. d. Implement a robust and consistent outreach to the homebound to ensure they are connected to the community.DOMAIN 5: COMMUNICATION AND INFORMATION2 GOAL: Provide information about activities and resources for older adults in a central location and make it available to the broader community in multiple formats and languages. STRATEGIES (continued) (Please refer to Appendix A for further information on potential projects.) Attachment 1 - DRAFT 296 38 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 DOMAIN 6: RESPECT AND SOCIAL INCLUSIONDOMAIN 6: Respect and Social Inclusion An age-friendly community provides an environment that promotes respect for its older adult residents. It utilizes an older adult lens while developing and implementing its policies and initiatives to ensure its seniors can age with a good quality of life and remain active as long as possible. “When I board the shuttle, all of the seats are already taken and no one offers me a place to sit.” SURVEY RESULTS89%of respondents rated the community as good to excellent in being a place for people to live as they age. Attachment 1 - DRAFT 297 39 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 DOMAIN 6: Respect and Social Inclusion Improve respect and inclusion for older adults through education and training about older adult issues, including ageism and elder abuse. a. Create a Senior Advisory Group to allow additional input from the older adult community. i. Encourage collaboration with the Youth Commission. b. Increase awareness of the city’s Commission on Equity and Public Safety. i. Promote community participation and decision-making Racial and Social Equity Action Plan (available in multiple languages). c. Consider developing a “Kindness Campaign” to raise awareness of the importance of being inclusive and kind to all. d. Work with schools and the community to visit and develop opportunities for homebound and long-term care residents. e. Increase opportunities to show respect to older adults. i. Respect seniors as a priority; research the possibility of seniors having their line at the bank, stores, or other establishments. See Brazil and Manila as examples: https://www.philstar.com/business/2020/03/31/2004390/senior-citizens-be- given-priority-food-medicine-purchases ii. The Chamber of Commerce can talk to stores about reinstating “senior hours” a few days per week. STRATEGIES DOMAIN 6: RESPECT AND SOCIAL INCLUSION1 GOAL: Provide an inclusive environment that promotes respect for older adult residents and incorporates programs that serve the community’s diverse needs. RESPONSIBLE STAFF Parks & Recreation TIME FRAME1 Year/Ongoing METRIC YES/NO (I/P) PARTNERS Library Chamber of Commerce Youth Commission Community Volunteers Local Businesses Schools Attachment 1 - DRAFT 298 40 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 DOMAIN 6: Respect and Social Inclusion Ensure that buses, shuttles, and trains have designated areas for older and disabled passengers and that they are enforced. a. Educate bus drivers to encourage people to get up from their seats for an older adult. b. Partner with schools and PTA parents to develop etiquette lesson with children and youth to increase awareness of respect with elders. c. Bring the issue to the attention of SamTrans; disseminate information or post on buses the need to yield seats to older adults; potentially partner on a respect campaign. STRATEGIES (continued)DOMAIN 6: RESPECT AND SOCIAL INCLUSION2 GOAL: Provide an inclusive environment that promotes respect for older adult residents and incorporates programs that serve the community’s diverse needs. (Please refer to Appendix A for further information on potential projects.) RESPONSIBLE STAFF Parks & Recreation Public Works Communications TIME FRAME 6 Months -1 Year/Ongoing PARTNERS Schools SamTrans METRIC YES/NO (I/P) Attachment 1 - DRAFT 299 41 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 DOMAIN 7: CIVIC PARTICIPATION AND EMPLOYMENTDOMAIN 7: Civic Participation and Employment An age-friendly community ensures that volunteer and employment opportunities are available and publicized so that older adults can remain engaged and active in their community. The information is multilingual and accessible online and in traditional formats to reach diverse demographics. Civic participation by older adults is encouraged. “There are volunteer opportunities available, but the information needs to be easier to locate.” SURVEY RESULTS76%of respondents thought it was somewhat likely to extremely likely they would continue to work as long as possible, rather than choosing to retire. 53%of respondents rated the community as fair to excellent in providing a range of volunteer activities. of respondents rated the community as fair to excellent in allowing older adults to participate in decision-making bodies such as community councils or committees. 47% of respondents rated the community as fair to excellent in providing easy-to-find information on local volunteer opportunities.43% Attachment 1 - DRAFT 300 42 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 DOMAIN 7: Civic Participation and Employment GOAL: Increase promotion of employment and volunteer opportunities for older adults and enable them to stay informed on local government activities. Develop an age-friendly initiative for older adults seeking employment; increase awareness of volunteer opportunities to remain active in the community. a. Have the City work with the Chamber of Commerce to see if a Job-site list can be posted on the City and Chamber websites. b. Increase outreach by Economic Advancement Center (EAC) to low and middle-income older adults about employment opportunities: https://www.ssf.net/Departments/ Economic-and-Community-Development/Divisions/Economic-Development/Economic- Advancement-Center-EAC c. Assist older adults in getting education and training for basic job skills. d. Consider posting part-time employment opportunities at the Library | Parks & Recreation Center’s kiosk. e. Have an annual job/volunteer fair to share information about employment and volunteer opportunities with residents. f. Publicize full and part-time jobs and volunteer roles in local publications. g. Partner with schools to establish an intergenerational volunteer program that includes tutoring or reading to children. h. Encourage volunteer opportunities through the City Manager’s office: https://www.ssf.net/Departments/City-Manager/Community-Relations STRATEGIES DOMAIN 7: CIVIC PARTICIPATION AND EMPLOYMENT1 RESPONSIBLE STAFF Parks & Recreation TIME FRAME6 Months -1 Year/Ongoing METRIC YES/NO (I/P) Attachment 1 - DRAFT 301 43 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 DOMAIN 7: Civic Participation and Employment Provide City information in formats that increase opportunities for older adult residents to access and participate conveniently. a. Encourage people to watch streaming or archived videos of the Council meeting. i. Provide information in the newsletter. b. Meet seniors where they are and provide information face-to-face; offer daytime options that are conveniently located. i. Share City information at senior lunches. ii. Continue offering Coffee with the Mayor events, briefly highlighting the City’s activities. c. Have a mini City meeting at, e.g., the Annual Health Fair; publicize with flyers “Go to a Mini Council Meeting and learn all about what is happening in the City in 45 minutes.” i. Have them sign up for the newsletter simultaneously. d. Senior residents are encouraged to have a voice in decisions that impact the policies that affect them positively. STRATEGIES (continued)DOMAIN 7: CIVIC PARTICIPATION AND EMPLOYMENT2 GOAL: Increase promotion of employment and volunteer opportunities for older adults and enable them to stay informed on local government activities. RESPONSIBLE STAFF Parks & Recreation TIME FRAME 6 Months/Ongoing METRIC YES/NO (I/P) (Please refer to Appendix A for further information on potential projects.) Attachment 1 - DRAFT 302 44 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 DOMAIN 8: COMMUNITY SUPPORT AND HEALTH SERVICESDOMAIN 8: Community Support and Health Services An age-friendly community provides affordable healthcare for people of all ages, abilities, and cultures. Transportation services are available at convenient times for older adults. Residents have access to information and education that allows them to make informed decisions about caring for their health and well-being. “The annual Senior Showcase is valuable. I would like to see more education on Medicare and health services available for older adults.” SURVEY RESULTS61%of respondents rated the community as fair to excellent in providing affordable health and wellness programs and classes in nutrition, smoking cessation, and weight control. 60%of respondents rated the community as fair to excellent in providing conveniently located health and social services. of respondents rated the community as fair to excellent in providing easily understandable and helpful local hospital or clinic answering services.60% of respondents rated the community as fair to excellent in providing affordable fitness activities geared toward older adults.58% of respondents rated the community as fair to excellent in providing healthcare professionals who speak different languages.19% Attachment 1 - DRAFT 303 45 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 DOMAIN 8: Community Support and Health Services GOAL: Provide programs and services that support the ability of older adults to age in the community with a good quality of life for as long as possible. Increase awareness of health and human services resources available in San Mateo County. a. Provide and disseminate information and resources for older adults. i. Develop an Age-Friendly Page on the South San Francisco website and list essential resources. ii. Provide the Community Center with a flyer that lists available resources. iii. Help at Home Handbook: https://www.smchealth.org/sites/main/files/file- attachments/hh2024_english.pdf?1709940717 iv. Community Information Handbook: https://www.smcgov.org/hsa/community- information-handbook v. Transportation booklet: https://www.samtrans.com/media/8381/ download?inline vi. Senior Planet, AARP: https://seniorplanet.org vii. https://www.211bayarea.org (refer to Seniors section): 2-1-1 is a free phone number that connects Bay Area residents with Health and Human Service Programs in their local community. viii. Advocacy in Action, AgeUp: Advocacy in Action for Older Adults and People with Disabilities: Protecting the rights of residents in long-term care. https://ossmc.org/ STRATEGIES DOMAIN 8: COMMUNITY SUPPORT AND HEALTH SERVICES1 b. Ensure dissemination of local resources and advertise through the newsletter. Electronic and printed versions available: https://www.ssf.net/Our-City/City-Newsletter i. Free flu and COVID vaccines: advertise in weekly newsletter. ii. Educate residents about the medical equipment loan program (MELP) and promote quarterly: https://www.freemedequip.org/ iii. South San Francisco Public Access television channel iv. https://www.ssf.net/Services/Peg-Public-Educational-Government-Channel v. Promotores Program: SSF Promotores Program - Phone: 650-839-6680; provides support to improve the health and well-being of South San Francisco residents; offers navigation support for people of color and other historically disenfranchised community members. vi. Increase awareness that older adults need some assistance and social interaction. - The Roberta Cerri Teglia Center has an Adult Day Care Program. - Research au pair progam for elder care: https://www.aupair.com/en/p-au- pair-for-seniors.php - Find senior care: https://www.care.com/app/enrollment/seeker/sc Attachment 1 - DRAFT 304 46 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 DOMAIN 8: Community Support and Health Services GOAL: Provide programs and services that support the ability of older adults to age in the community with a good quality of life for as long as possible.DOMAIN 8: COMMUNITY SUPPORT AND HEALTH SERVICESSTRATEGIES (continued) vii. Increase awareness of CalAIM, the state’s current initiative to revitalize ` California’s Medi-Cal system: https://calaim.dhcs.ca.gov/ viii. Provide educational workshops on health-related topics such as strokes, cardiovascular disease, nutrition, and diabetes; have an annual health and resource fair. TIME FRAME 6 Months/Ongoing METRIC YES/NO (I/P) RESPONSIBLE STAFF Parks & Recreation Attachment 1 - DRAFT 305 47 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 DOMAIN 8: Community Support and Health Services GOAL: Provide programs and services that support the ability of older adults to age in the community with a good quality of life for as long as possible.DOMAIN 8: COMMUNITY SUPPORT AND HEALTH SERVICES2 Increase availability and awareness of community support systems for older adult residents. a. Involve youth from faith organizations or the Boy Scouts to assist older adults with small chores. b. In Senior Communities, formalize a ‘building captain’ role to participate in the safety and wellness checks. i. Increase the number of CERT volunteers. ii. Disseminate information on emergency preparedness, PG&E sign-ups related to the use of medical equipment, the neighborhood buddy watch program, and when to call police or fire. c. Review the Daly City Healthy Aging Response Team (HART) volunteer program and establish a program with a similar mission: https://www.dcpartnership.org/ hart/#:~:text=HART%20is%20a%20collaboration%20of,and%20fulfilled%20 throughout%20their%20lives. STRATEGIES (continued) TIME FRAME 6 Monthsto 1 Year/Ongoing METRIC YES/NO (I/P) PARTNERS Senior Communities Faith-Based Organizations Youth Commission Boy Scouts CERT RESPONSIBLE STAFF Parks & Recreation (Please refer to Appendix A for further information on potential projects.) Attachment 1 - DRAFT 306 48 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 ADDITIONAL DOMAIN: EMERGENCY SERVICESADDITIONAL DOMAIN: Emergency Services An age-friendly community should ensure that older adults are adequately prepared, protected, and able to respond effectively during a crisis. The City of South San Francisco is committed to preparing for, responding to, and recovering from emergencies. Emergency information should be readily accessible and provided in multiple formats and languages. In addition, older adult residents want to be prepared and reduce the negative impacts of a disaster. “It’s scary not knowing what to do if there is a disaster in our community.” SURVEY RESULTS40%of respondents rated the community as fair to excellent in establishing neighborhood watch programs. Attachment 1 - DRAFT 307 49 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 ADDITIONAL DOMAIN: EMERGENCY SERVICESADDITIONAL DOMAIN: Emergency Services GOAL: Educate and ensure older adults are aware and included in emergency preparedness operations in their community. Continue to educate older adults throughout the city to learn how to prepare for an emergency. a. The Youth Commission should assist older adults in signing up for SMC Alert | County of San Mateo, CA. b. Assist older adults in signing up for Genasys, formerly known as Zonehaven. This program helps identify a resident’s zone number and teaches them how to access the mapping program to track evacuation zones during an emergency. Genasys Project c. Distribute emergency preparedness information in electronic and hard copy formats in multiple languages. Place an emergency checklist flyer to distribute to the community in the water bill once a year. https://www.aging.ca.gov/Emergency_Preparedness_Guide/ d. Ensure that flyers about emergency preparedness and crime prevention are distributed electronically and placed in areas seniors frequent. This includes public buildings, businesses, Farmers’ markets, senior lunches, and City events. e. Assemble emergency to-go roller bags for older adults and have businesses donate essential items. f. Educate residents about predesignated facilities used for evacuation, low air quality days, and cooling centers. Encourage designated evacuation destinations that are age-friendly and conducive for older adults. g. Encourage and disseminate information on signing up for the South San Francisco Project Guardian. The South San Francisco police department allows caregivers and family members to register vulnerable persons and those with special needs in a confidential database managed by the department. This is helpful in case of an emergency. Participants are given stickers to place next to their front door or in their vehicle. Project Guardian h. Continue education around fire safety and evacuation. i. Research additional evacuation education. Look into Hi-Lo evacuation sirens. It may only be used to notify the public of an immediate evacuation in an emergency: Hi-Lo Training Alert. j. Continue to enhance the visibility of the CERT program. https://www.ssfcert.org/ k. Residents who rely on electric medical equipment should sign up for the PG&E medical baseline program. https://www.pge.com/en/account/billing-and-assistance/financial- assistance/medical-baseline-program.html STRATEGIES 1 Attachment 1 - DRAFT 308 50 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 ADDITIONAL DOMAIN: EMERGENCY SERVICESADDITIONAL DOMAIN: Emergency Services GOAL: Educate and ensure older adults are aware and included in emergency preparedness operations in their community. l. Continue encouraging attendance at the Police Community Academy and Police Hispanic Community Academy. Police Community Academy m. Consider developing neighborhood network directories throughout the city (this would entail volunteering contact information and occupation). Neighbors with this information may be able to assist during an emergency. n. The emergency phone numbers of the City of South San Francisco departments are included in the e-newsletter, the senior newsletter, and the Parks and Recreation Department’s Activity Guide every quarter and yearly. STRATEGIES TIME FRAME 1-2 Years METRIC YES/NO (I/P) PARTNERS Age-Friendly Task Force Youth Advisory Commission Chamber of Commerce Schools PG&E Community Volunteers CERT Members RESPONSIBLE STAFF Attachment 1 - DRAFT 309 51 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 ADDITIONAL DOMAIN: EMERGENCY SERVICESADDITIONAL DOMAIN: Emergency Services GOAL: Educate and ensure older adults are aware and included in emergency preparedness operations in their community. STRATEGIES (continued) 2 Establish, promote, and enhance emergency-related programs and services. a. Develop a campaign to encourage older adults to sign up for Project Guardian. Develop an intake form. b. Develop an information laminated card with the Genasys information, SMC Alert, and the map of the locations of evacuation centers. Mail out to all residents. c. Consider developing neighborhood network directories throughout the city that contain names, numbers, professions, and significant medical issues. CERT teams can bring intake forms to their districts and help older adults fill out the information. Booklets with this information can be distributed to neighbors and be helpful during an emergency. A Neighborhood Helping Neighbors Program. (voluntary only) d. Consider having the South San Francisco Police and Fire Departments collaborate to host a Public Safety Fair. Include a wide variety of resources. e. Research the possibility of developing a centralized list of homebound older adults and residents with disabilities to have available in case of an evacuation. f. Increase education regarding scams. Increase the number of workshops the police offer regarding this topic. i. Elder and Dependent Adult Protection Team (EDAPT): www.smchealth.org/ elderabuse or call the 24-hour Reporting and Resource Line at 1-800-675-8437 ii. Elder Protection and Resources: www.smcgov.org/da/elder-protection- resources iii. Fraud or Financial Impropriety: https://www.smcgov.org/controller/fraud-or- financial-impropriety or call 650-363-4653. TIME FRAME 6 Months -2 Years METRIC YES/NO (I/P) RESPONSIBLE STAFF (Please refer to Appendix A for further information on potential projects.) Attachment 1 - DRAFT 310 52 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 APPENDIX A: AGE-FRIENDLY PROJECTS TO CONSIDERAppendix A: AGE-FRIENDLY PROJECTS TO CONSIDER South San Francisco Age-Friendly Projects “Age is not a barrier to success; it’s a ladder to wisdom.” - Unknown Attachment 1 - DRAFT 311 53 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 APPENDIX B: CURRENT AGE-FRIENDLY PRACTICESAppendix B: CURRENT AGE-FRIENDLY PRACTICES Age-Friendly City Manager’s Office The Office of the City Manager (CMO) is committed to offering and ensuring services to our senior community are age-friendly. The City Manager’s Office has contributed to the livability for older adults by developing a variety of projects that seniors may depend on to thrive in South San Francisco. Projects include: • Advocacy and funding for transportation infrastructure improvements and services such as increased transit services and the grant-funded Free South City Shuttle, providing greater mobility for seniors citywide. Stops that are included in the free shuttle’s route includes: Kaiser Hospital, Library | Parks and Recreation Center, downtown South San Francisco, various parks, Veterans Village in Colma, and convenient connections to SamTrans, BART, and CalTrain. • Promotion of various health initiatives including the free Annual Flu Vaccination Clinic which is intended to protect older adults from influenza. • Implementation of a local minimum wage, which helps older adults in low wage positions earn a higher wage. • Securing funding for free, outdoor activities, including improvements to the Centennial Way Trail. • Adoption of tobacco free ordinances, improving the quality of life for everyone, especially older adults who are at risk of chronic health issues. Attachment 1 - DRAFT 312 54 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 APPENDIX B: CURRENT AGE-FRIENDLY PRACTICESAge-Friendly City Manager’s Office (continued) • The City hosts several volunteer opportunities throughout the year and encourages all to participate. Volunteer tasks are assigned for all-ages and skill-levels. These opportunities provide a forum for community collaboration and friendship building. • The City celebrates May as Older-Americans Month with a proclamation presented to a community member during a City Council meeting. • At City Hall, there is added seating inside the door to allow for needed rest. The City has also prioritized designated seating and heating/cooling zones for our senior residents at all City events. • Prior to and during City Council meetings, staff is available to assist with technology needs for public comment and hearing assisted devices. The CMO actively works towards improving accessibility for all residents, but especially seniors. CMO is currently working towards the creation of a Community Facilities District (CFD) which would provide additional access to the city’s shoreline east of Highway 101. Additionally, the City’s Capital Projects Team is also accounting for our senior residents and community members: • Improving accessibility for older adults by supporting alternative modes of transportation and recreation, such as walking, cycling, and scootering. - The LEEP grant supported the creation of the master plan for Centennial Way Trail which incorporate improvements designed to enhance the quality of life for individuals of all ages, including older adults. • While construction of the new Orange Memorial Park Aquatic Center is underway, the City has strategically phased construction activities to ensure the existing Orange Pool remains operational. This approach minimizes disruptions to senior aquatic programs (many of which occur several hours per day on a daily basis), allowing continued access to vital recreational and wellness opportunities. It should also be noted that the new indoor pool will have warmer water, and will focus on lessons, exercise and therapy programs for adults. • In 2024, with support from grants from the CleanCA and Community Project Fund, Capital Projects celebrated the grand opening of Centennial Way Park South, which provides numerous age-friendly amenities and is a space designed with older Attachment 1 - DRAFT 313 55 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 APPENDIX B: CURRENT AGE-FRIENDLY PRACTICESAge-Friendly City Manager’s Office (continued) adults in mind. The park features outdoor fitness equipment, strategically placed seating areas and gathering spaces, promoting both physical activity and social engagement. It also fosters intergenerational connections by offering opportunities for play, learning, and recreation for residents of all ages. • The City of South San Francisco is currently designing a new park at Linden and Pine, located in the Old Town Neighborhood, which has a high population of senior adults. Senior engagement has played a key role in shaping the park’s design, ensuring it meets their needs. The park will feature ample seating, walking loops, exercise equipment, and designated gathering and event spaces, creating an inviting environment for relaxation, recreation, and community connection. The City Manager’s Office also recognizes that senior community members prefer to receive information from the City in a clear and concise manner and that their stories are important to future generations. The City’s Communication Efforts include the following: • Communications plans are created for all major events and projects. In the timeline, tasks are broken down by date, channel, owner, and audience. This template helps ensure that the City is reaching all of the various audiences with the proper channels. • Graphics for print and digital are thoughtfully crafted to reflect the community. Every population needs to be represented. • In June 2024, the City began a social media series “Stories From Around the City” to provide residents with a platform to share their own South City stories, and most especially to preserve the stories from our senior community. The first video featured George Ponce who shared how he came to learn about the Roberta Cerri Teglia Center and how he helped start their own billiards championships. • In 2024, the City launched a new website, providing an enhanced experience for residents. It streamlines access to essential city services, information, and resources, and the content is easily translated into five languages in addition to English: Chinese (Simplified), Chinese (Traditional), Portuguese, Spanish, and Tagalog. Attachment 1 - DRAFT 314 56 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 APPENDIX B: CURRENT AGE-FRIENDLY PRACTICESAge-Friendly City Manager’s Office (continued) • In the Fall of 2024, Scam Stopper events were hosted by City councilmembers and generated a lot of interest. Several residents said they were unable to participate in person, so the City worked with the IT Department to record the seminar and make them available online. The replay has been viewed 172 views since it was posted on Oct. 15, 2024. • Print newsletters are still a top priority for the community, and so printing them twice a year and mailing them to all residents is important. The Spring edition will provide an overview of what’s to come, while the late Fall edition will celebrate the community’s achievements and recap upcoming holiday events. • In the Fall of 2024, templates were created for all departments to use to not only encourage consistency in style and information, but to also ensure content is made “age friendly” with specific details on font type, size, and placement of graphics. These templates include flyers, presentations, and newsletters. • In addition to Facebook, YouTube is the next social media channel where the population 45+ is our largest audience. The City is developing a strategy to enhance our YouTube channel to not only provide the information our residents are looking for, but to also be easier to navigate with playlists, clear thumbnails and captions, etc. Attachment 1 - DRAFT 315 57 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 APPENDIX B: CURRENT AGE-FRIENDLY PRACTICESAge-Friendly Parks and Recreation Services The City of South San Francisco is committed to providing excellent services and programs for older and disabled adults in our community. South San Francisco collaborates with local and regional non-profit, public, and for-profit organizations and businesses that help and maintain the quality of life for older adults. The City’s employees work hard to reduce the isolation of older residents and implement services to promote socialization. The Senior Services Program in the City’s Parks and Recreation Department manages South San Francisco’s services for older adults. Many services are provided at the Roberta Cerri Teglia Center (Teglia Center), home to the Senior Services Program administration and the Library | Parks and Recreation Center (LPR). The LPR is the City’s newest community center, which opened in October 2023, serving all ages and allowing community members to enjoy both the Library and the Parks and Recreation Department programs and services under one roof. In addition to senior programs offered at Teglia Center and LPR, the Parks and Recreation Department is also working on adding satellite programs at other community centers, such as the Alice Peña Bulos Community Center in the Westborough neighborhood, to serve the seniors living on the other side of the city. Furthermore, in 2024, the Teglia Center has expanded program hours on Tuesdays and Thursdays until 5:00 p.m. Attachment 1 - DRAFT 316 58 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 APPENDIX B: CURRENT AGE-FRIENDLY PRACTICESAge-Friendly Parks and Recreation Services (continued) The Roberta Cerri Teglia Center offers a Congregate Nutrition Program every Tuesday and Thursday, which local restaurants cater in South San Francisco. The Teglia Center also has a variety of free or low- cost drop-in programs and a licensed Adult Daycare Program. Drop- in programs include knitting, fine art exploration, yoga, ping pong, billiards, open gym, Hawaii plus, zumba, karaoke, mahjong, a small computer lab, and much more. In addition to the drop-in programs, the Teglia Center has hosted various special events, such as holiday luncheons, seminars, free tax preparation with AARP, an Alzheimer’s support group, and technology assistance. At LPR, the Senior Services Program hosts a senior social dance every Tuesday, Thursday, and Friday that enables the older adults to have fun while exercising and socializing, and many fee-based classes for adults where seniors receive discounts, The City of South San Francisco has operated an Adult Daycare Program at the Teglia Center since 1986 to enable frail and/or impaired older adults with disabilities, such as Alzheimer’s, stroke, or Parkinson’s, to remain in the community. Participants are assisted in maximizing their abilities to maintain their physical, emotional, and social functioning, encouraging the highest level of independence. Benefits to participants include supervision, assistance, and adaptive equipment for activities of daily living. The Adult Daycare Program offers a structured activity program, including activities, entertainment, daily exercise, special events, and a chance to make new friends. A nutritious lunch is also served. The Adult Daycare Program offers respite, referrals, information, and more for the families and caretakers of the participants. Although not all are explicitly marketed to older adults, many of the Parks and Recreation Department’s enrichment and fitness classes outside the Senior Services Program caters to various age groups and serve many older adults. Popular programs include recreation swim, aquatic fitness, yoga, zumba, art classes, dance, wellness, and more. These are fee-based classes, and participants aged 62 or older receive a 20% discount. For older adults who have not yet reached the age of 62, the Department also offers a Recreation Scholarship Program for income-eligible residents of any age to apply for a discount on fees to participate in recreation programs and classes. The Senior Services Program publishes a bimonthly printed newsletter called Senior Connections to spread the word about services and programs geared toward older adults. Printed copies are mailed at no cost to subscribers and are available at the Teglia Center. A typical Attachment 1 - DRAFT 317 59 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 APPENDIX B: CURRENT AGE-FRIENDLY PRACTICESAge-Friendly Parks and Recreation Services (continued) issue includes the monthly program schedule, features information about relevant local service providers, including articles and photos about recent events, and includes fun elements like a word search or crossword puzzle. The City of South San Francisco has several appointed boards and commissions, and the City Council has factored in a diversity of ages as one of the elements to be considered when making appointments to these groups. Furthermore, people over 65 are represented in many leadership positions, including, but not limited to, the City Council, Parks and Recreation Commission, Library Board, Planning Commission, and Cultural Arts Commission. One of the groups that has the most direct opportunity to advise on issues relating to older adults is the Parks and Recreation Commission, to which Parks and Recreation staff are the primary liaisons. The Parks and Recreation Commission works closely with the Parks and Recreation Department and the City Council to provide valuable feedback on senior programs, projects, and initiatives. The Parks and Recreation Commission, which is composed of South San Francisco residents, is committed to making the city a more livable community for all residents. With respect to the eight domains of livability, some of the Department’s efforts include the following: • Incorporating rest areas at special events so that people of all ages who need to rest periodically have a comfortable place to do so. • When working on park and facility improvement projects, purchasing equipment such as display boards, furniture, and fixtures provides a welcoming, accessible space. This includes buying and repairing recreation equipment such as billiards tables and ping pong tables, and installing new furniture in the Teglia Center’s common areas to create a better environment for socializing with friends. • Working with partner organizations to bring local seniors resources, services, and information. This includes a long-standing partnership with Kaiser Permanente to host the annual Senior Health Fair, working with the Daily Journal to host a Senior Showcase, and opening space at the Teglia Center to allow the National Alliance on Mental Illness (NAMI) to host recurring recovery support groups, with one of those groups being targeted towards older adults, ages 55 and up. Non-profit and service providers are also invited to give educational presentations on health, housing, and transportation at congregate nutrition lunches. Attachment 1 - DRAFT 318 60 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 APPENDIX B: CURRENT AGE-FRIENDLY PRACTICESAge-Friendly Parks and Recreation Services (continued) • The Parks and Recreation Department hosts annual events for all ages to enhance community-building opportunities, including seniors. Popular events include: • Seniors’ Valentines for the Troops • Quarterly Art Shows • Easter Bunny Photo-Hop • South San Francisco Civic Ballet Spring Showcase • Senior Pancake Breakfast • Movie Nights in the Park • Concert in the Park • Senior Health Fair • Halloween Extravaganza • Thanksgiving Fun Run • Santa Comes to Town • Senior Holiday Boutique and Maker’s Fair • South San Francisco Civic Ballet Nutcracker Performance • Wreath-Making Workshop Attachment 1 - DRAFT 319 61 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 APPENDIX B: CURRENT AGE-FRIENDLY PRACTICESAge-Friendly Economic Development Age-Friendly Transportation Services The City of South San Francisco is actively working to enhance transportation and mobility services for its older adult population through several key initiatives. A significant focus is on comprehensive transportation planning, which includes developing concept designs for key streets across the city. These designs prioritize safe and predictable bicycle and pedestrian facilities, ensuring a clear separation between cars, pedestrians, and bicyclists. This effort aims to create safer, more navigable streets for everyone, particularly benefiting older adults who may face mobility challenges. South San Francisco also participates in the countywide Grand Boulevard Initiative, emphasizing transportation planning along El Camino Real. This collaborative effort aims to improve regional connectivity and accessibility, benefiting older adults by enhancing their access to essential services and destinations. The City is additionally developing Streetscape & Public Realm Standards, which will establish clear and consistent guidelines for streetscape and public realm improvements in new developments. These standards, designed with an “ages 8 to 80” perspective, will include sidewalk width standards and other features that prioritize the needs of older adults, ensuring that future developments foster an age-friendly environment. The City of South San Francisco has significantly improved its transportation offerings for residents of all ages by expanding its free South City shuttle routes. Notably, the addition of the “Orange” route now provides vital service to neighborhoods west of El Camino Real, including Winston Manor, Serra Highlands, Buri Buri, Avalon, and Westborough. This expansion directly addresses previously underserved areas, offering convenient access to essential destinations such as schools, parks, the new Library | Parks & Recreation Center, senior centers, and the Westborough Shopping Center. Furthermore, the Orange route’s Attachment 1 - DRAFT 320 62 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 APPENDIX B: CURRENT AGE-FRIENDLY PRACTICESAge-Friendly Economic Development (continued) strategic connections to existing shuttle routes, SamTrans bus routes, and BART greatly enhance overall transit connectivity within the city, making it easier for residents, particularly older adults, to navigate South San Francisco and reach destinations outside the city. In 2025, the City is preparing a Safe Routes to Schools (SRTS) Plan for Westborough Middle School. While primarily focused on students, improvements to neighborhood and arterial streets outlined in this plan will create a more comfortable environment for walking and biking for residents of all ages. This initiative directly contributes to age-friendly principles by enhancing accessibility and safety within residential areas. In 2024, the City also prepared SRTS Plans for Martin Elementary and Parkway Heights Middle schools. The City has implemented improvements identified in the SRTS plans for these two schools, creating more comfortable and predictable walking and biking environments for residents of all ages and abilities. Age-Friendly Housing Services South San Francisco has played a crucial role in enhancing livability for older adults through affordable housing development, home- repair programs, and streamlined policies that support aging in place. Through the Community Development Block Grant (CDBG) program, the City has funded initiatives that improve housing stability, accessibility, and overall quality of life for seniors. Additionally, the City is committed to fostering an inclusive environment by expanding housing options, such as Accessory Dwelling Units (ADUs), which allow seniors to remain in their communities while ensuring independence. One of the most significant new projects is the proposed development at 500 Linden Avenue, which will provide 80 units of 100% affordable housing dedicated to older adults. This project addresses the growing need for senior housing by offering high-quality, affordable homes in a transit-accessible location. Additionally, Magnolia Plaza Senior Apartments, Rotary Plaza, and Rotary Terrace are affordable senior housing developments providing seniors with stable and affordable living arrangements. Magnolia Plaza includes 125 one- and two- bedroom apartments and is adjacent to the Roberta Cerri Teglia Center, which offers a wide range of programs for adults 50 years and older and houses an Adult Day Care Center to support frail or impaired adults with disabilities. Rotary Plaza has 179 senior apartments, Rotary Plaza has 179 senior apartments, including 125 studios and 54 one- bedroom units, and Rotary Terrace includes an 81 unit apartment. Attachment 1 - DRAFT 321 63 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 APPENDIX B: CURRENT AGE-FRIENDLY PRACTICESAge-Friendly Economic Development (continued) Beyond housing for seniors, the City had streamlined ADU permitting to encourage the construction of backyard cottages and in-law units, allowing seniors to age in place while maintaining close ties to family or caregivers. Additionally, the City has facilitated a Minor Use Permit approvals for adult daycare facilities, which provide essential services for seniors and support for their families. CDBG funding has been strategically allocated to support age- friendly projects. One of the key initiatives is the City’s partnership with Rebuilding Together Peninsula (RTP) to provide minor home repairs for income-qualified older adults. This program helps seniors remain safely in their homes by addressing accessibility modifications, fall prevention measures, and essential home repairs. These improvements support independence and reduce the risk of displacement. The City also works with the Ombudsman of San Mateo County, which advocates for residents in long-term care facilities in San Mateo County. Ombudsmen investigate complaints made on behalf of the residents and work to resolve those complaints by working with facility staff to change how care is delivered to the residents. The City continuously develops policies encouraging affordable and supportive housing for older adults, including identifying additional funding sources and partnerships to expand senior-friendly housing and services. By integrating these efforts into the City’s long-term housing strategy, we aim to enhance South San Francisco’s livability for older residents and ensure they have the resources and housing options they need to thrive. Attachment 1 - DRAFT 322 64 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 APPENDIX B: CURRENT AGE-FRIENDLY PRACTICESAge-Friendly Emergency Services Age-Friendly Fire and Police The Fire Department continues identifying opportunities to engage all community members, including our senior population. The department focuses on reducing medical emergencies through educational outreach and fostering interest in disaster response via the City’s Community Emergency Response Team (CERT). The CERT team offers numerous opportunities for our senior population to make meaningful contributions to emergency preparedness and disaster management. This engagement also includes outreach to skilled nursing facilities and care homes, emphasizing the development of emergency preparedness plans. Fire Department staff regularly provide disaster planning and preparedness talks at senior living facilities throughout South San Francisco. The Fire Department actively recruits community members of all ages, with numerous opportunities for senior citizens to support the CERT team’s mission. Currently, CERT has a strong contingent of senior citizens on its roster, all filling vital roles in HAM radio (amateur radio) operations, logistics, and emergency operations center activities. The Fire Department will continue to recruit senior citizens for CERT positions. Through the CERT team, non-emergency-related activities provide additional opportunities for our senior citizen members to contribute, including the holiday toy drive, the Thanksgiving food drive, and fire department community events. In addition to the CERT program, Fire Department personnel support and participate in vaccine clinics throughout South San Francisco, targeting vulnerable populations, including our senior community, to provide easily accessible vaccines. As part of disaster preparedness, the Fire Department’s planning efforts focus on providing services for senior citizens following a disaster or emergency. These efforts have included bridge services to ensure that basic needs are met, such as care and Attachment 1 - DRAFT 323 65 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 APPENDIX B: CURRENT AGE-FRIENDLY PRACTICESAge-Friendly Emergency Services (continued) shelter when a residence has been damaged, during prolonged power outages, in support of evacuations, during extreme weather events to provide climate-controlled environments, and during smoke-filled or poor air quality incidents. Fire Department personnel continue collaborating with other city departments to identify and prepare city facilities to serve as temporary shelters while more permanent solutions are developed. Outreach remains a priority to support the department’s goal of ensuring disaster planning and preparedness for our vulnerable populations, including seniors. In addition to engaging with senior living facilities, department personnel attend city-wide events such as senior health fairs and National Night Out to disseminate information and connect with senior citizens. The Fire Department will continue to focus its outreach efforts on our senior population with targeted initiatives, such as department website pages dedicated to resources for seniors. The Police Department engages in community outreach and offers services to all community members. The Department frequently partners with nonprofits, such as the Chamber of Commerce, Kiwanis Club, Rotary Club, and Hotelier Group, for fraud awareness and personal safety presentations. These presentations are often shared with other senior groups associated with Aegis, Westborough Royale, and Rotary Plaza. The Police also collaborate with homeowners’ associations, which continually request Police presence and attendance to share prevention information and data on current crime trends. The Police Department regularly hosts community events to connect with residents and disseminate information. Additionally, the Police host an annual Community Academy, Hispanic Community Academy, Senior Academy, and Senior Pancake Breakfast, where various topics are discussed to build and foster relationships. The Police have also initiated Project Guardian, which provides caregivers and family members with the opportunity to register vulnerable persons and those with special needs, including but not limited to Autism, Dementia, Alzheimer’s, or mental health diagnoses— into a free, confidential database managed by the police department. The Police have embedded a certified mental health clinician to respond to calls involving individuals in mental health crises. Furthermore, the Police emphasize traffic enforcement, often focusing on pedestrian crosswalk violations to promote safe driving behavior. Attachment 1 - DRAFT 324 66 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 APPENDIX B: CURRENT AGE-FRIENDLY PRACTICESAge-Friendly Library The South San Francisco Public Library is a community gathering hub and learning space for all ages. SSFPL has two locations: the Main Library | Parks & Recreation Center and the Grand Avenue Library branch. The Gene Mullin Community Learning Center is also open to the public for classes and workshops focusing on adult learners. Collections The Library provides an extensive collection of fiction and non-fiction print and audio books, including travel guides, cookbooks from around the world, health and wellness books, and more. The Library also offers a variety of formats for audiovisual media, such as DVDs, Blu-rays, and music CDs. As a member of the Peninsula Library System (PLS), residents of San Mateo County can borrow and return books at any local library within the consortium. Cardholders throughout the county can search a shared, online catalog of member library holdings and easily place holds for pickup at a preferred location or suggest a title for purchase at their “home” library. In addition to the physical library collection available, the Library has various options for those who might have difficulty making it into the library or prefer electronic formats. For example, patrons can download the Libby app to their tablet or phone to access the library’s downloadable books, audiobooks, and magazines. Many online resources are shared through PLS member libraries, maximizing the content available to our cardholders. There are ways to customize the e-reading experience by enlarging text, adjusting light settings, etc. The Library has newspapers like the NY Times, San Mateo Daily Journal, San Francisco Chronicle, USA Today, and more available online and in print for in-library use. Free San Mateo Daily Journal copies are available at both sites for people to pick up and take home. The Library also offers more research databases online that allow patrons to find trusted information on various topics such as health, business, law technology, history, and more. Attachment 1 - DRAFT 325 67 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 APPENDIX B: CURRENT AGE-FRIENDLY PRACTICESAge-Friendly Library (continued) The Library circulates innovative resources for adults and seniors, including passes to museums and parks, backpacking kits, home energy and water saving toolkits, adult caregiver kits, and “memory” kits, including brain exercises. Research indicates that interactive and multi-sensory materials used with people experiencing Dementia/ Alzheimer’s promotes positive results. The Libary offers Memory Kits that include hands-on activities based on a familiar decade or the stages of Dementia and Alzheimer’s. These kits are funded whole or in part by the Institute of Museum and Library Services under the provisions of the LSTA grant, administered in California by the State Librarian. The Library has staff who speak Cantonese, Spanish, and Tagalog. The Main Library offers print collections in Arabic, Hindi, Korean, Japanese, Russian, Spanish, and Tagalog. Services The Library opened the Community Room, part of the Amgen Discovery Center at the Main Library as a social hub full of activities for older adults and people of all ages, including sewing, arts and crafts, board games, brain games, and virtual reality. This space is open during operating hours unless in use for library-hosted programs or reservations by community organizations. In the Makerspace and Digital Media Lab, the Library continually offers technology and maker programs for adults, with resources that include 3D printers, a laser cutter, sewing machines, an indoor plant garden, robots, and more. Library staff also offers many of these resources at the Grand Avenue Branch Library and run a weekly Maker program for adults. Tech Tuesday classes, focusing on skill-building for seniors, provide hands- on computer access in the Digital Media Lab. This lab is available for general computer use when not in use for classes. Grand Avenue Library also provides self-directed activities for adults, such as puzzles and games, in its community classroom. The Main Library offers two large study rooms for adults, which are great for small groups to gather or for quiet space. Programs The Library offers programming for all ages, and most programs promote social interaction. Library patrons enjoy dozens of cultural events, author events, craft programs, health and wellness classes, Attachment 1 - DRAFT 326 68 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 APPENDIX B: CURRENT AGE-FRIENDLY PRACTICESAge-Friendly Library (continued) book discussions, and more each year, exploring art, food, technology, and more. All library programs are free. The Tech Tuesday series caters to the aging adult population and is held weekly during the day to teach adults basic computer skills such as Microsoft Office, downloading mobile apps, staying safe online, computer design skills, and more. Local partnerships include the Northern California Board of the Alzheimer’s Association, Stanford Alzheimer’s Research Center, Asian Art Museum, League of Women Voters, San Mateo Office of Sustainability, and Fixit Clinic. Storytimes (English, Cantonese, and Spanish bilingual at Grand) also bring in all generations, including grandparents or other caregivers to these programs. The Library also provides programs through its Literacy Services program, including the Project Read program, which supports individual literacy goals, and the Gene Mullin Community Learning Center, which offers essential computer learning, citizenship workshops, and ESL activities. For the library’s calendar, please visit www.ssf.net/library. Civic Engagement and Local Resources Both the Main and Grand Avenue Libraries provide access to some paper-based community information related to transit services. Print South San Francisco shuttle and SamTrans routes are now prominently displayed. Other examples of information available include DMV handbooks for seniors, Senior Mobility guides, the Community Handbook, City of South San Francisco community resources, and more. The Main Library is a San Mateo County Vote Center for most elections. The Veteran Resource Center is available at the Main Library, with on- site volunteers to assist with questions about area resources. Check out the website for more information and the schedule. Volunteer Opportunities Volunteers and donors support the Library’s mission of providing educational and cultural events for all ages. Volunteers can help the library with shelving, assist with programs, and teach technology classes. Literacy Services offers volunteer positions for tutors to help with adult learning such as reading, writing, technology assistance, and more. To learn how to volunteer your time or join Friends of the Library, please email libraryfriends@ssf.net or call 650-829-3860. Attachment 1 - DRAFT 327 69 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 APPENDIX B: CURRENT AGE-FRIENDLY PRACTICESAge-Friendly Public Works The Department of Public Works in South San Francisco is actively implementing age- friendly practices to improve accessibility and safety for its residents, particularly seniors and those with mobility challenges. The Public Works Department is committed to ensuring that all projects are designed with inclusion in mind, with a strong emphasis on being age-friendly. The department is committed to designing accessible, welcoming, and safe environments that empower people of all ages and abilities. The goal is to cultivate a community where everyone, regardless of age, enjoys equitable access, comfort, and dignity in the spaces Public Works creates. 1. Sewer Rebate Program: The City offers a sewer service rebate for those eligible for the California Water Service’s Customer Assistance Program to support low-income households. Residents can receive up to $76 per fiscal year, easing the financial burden on vulnerable groups. 2. ADA Curb Ramps: The City has replaced over 150 curb ramps with modern ADA- standard ramps and is working on an additional 104 ramps in 2026. New developments are required to upgrade ramps, ensuring continuous accessibility improvements. 3. Sidewalk Gap Closures & Improvements: A comprehensive assessment identified trip hazards across the city, leading to 50 annual repairs and temporary solutions to ensure safety. Additionally, gap closures along significant corridors and improved paths between neighborhoods have been made to enhance seniors’ mobility. 4. Code Enforcement for Sidewalk Repairs: Code Enforcement has completed 46 cases related to trip hazards and is working to resolve others. This ensures that sidewalks remain safe for all users, including seniors. Attachment 1 - DRAFT 328 70 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 APPENDIX B: CURRENT AGE-FRIENDLY PRACTICESAge-Friendly Public Works (continued) 5. Improved Pedestrian Crossings: To boost pedestrian safety, the City has improved 36 crossings, with 189 more daylighted for better visibility. “Early Walk” signals and increased pedestrian signal times at six locations ensure seniors can cross with ample time. 6. Transportation: The City is expanding protected bike lanes and pedestrian facilities on key corridors, improving lighting, and providing adequate crossing times to ensure safe travel for seniors. Ongoing street rehabilitation enhances safety for age-friendly communities. 7. South City Free Shuttle: The Free South City Shuttle connects key locations like senior centers and hospitals. It operates with ADA- compliant vehicles and is designed for seniors’ convenience. County funds support the shuttle, which offers real-time tracking through an app. 8. Street Lighting Improvements: The City has upgraded streetlights to energy-efficient LEDs and continues enhancing lighting in historical areas. Improvements on significant streets like Grand Avenue and Linden Avenue further ensures safety for pedestrians, particularly those with limited mobility. These combined efforts by the Department of Public Works ensure a safer, more accessible South San Francisco, helping to meet the needs of its age-friendly community. Attachment 1 - DRAFT 329 71 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 APPENDIX C: THE CITY OF SOUTH SAN FRANCISCOAppendix C: THE CITY OF SOUTH SAN FRANCISCO South San Francisco is located in the heart of the Bay Area at the southern base of San Bruno Mountain. It is approximately 3 miles south of San Francisco on U.S. Highway 101, close to major tech hubs. The city enjoys a scenic view of San Francisco Bay, a diverse culture, and a rich heritage and history. Archaeologists estimate the land was inhabited about 5,000 years ago based on the ancient San Bruno Mountains shell mounds. The native people were the Ramaytush, a sub-group of the Ohlone people who actively occupied the land into the late 1700s, during the Spanish colonial period. The area, formerly known as Rancho Buri Buri, was 15,000 acres of Mexican land granted in 1835. In 1856, Charles Lux, owner of a sizable butchering business, bought a portion of this land, eventually forming a partnership with Central Valley rancher Henry Miller. This partnership became California’s largest livestock company, where cattle were held, raised, and driven to the San Francisco stockyards. The South San Francisco Land and Improvement Company acquired land in 1890 to develop a town, and the first house in South San Francisco was built at Grand and Cypress Avenues. The following year, W. J. Martin was appointed land agent for the company. The town grew, and Martin campaigned ceaselessly to industrialize the city, resulting in numerous great manufacturing businesses gathering and leading to the City being known as “The Industrial City.” Once the Southern Pacific Railroad was completed, South San Francisco was a prime location for industry. On September 3, 1908, the city was incorporated with 2,000 inhabitants. Attachment 1 - DRAFT 330 72 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 APPENDIX C: THE CITY OF SOUTH SAN FRANCISCOThe City of South San Francisco (continued) The new City Hall was dedicated in November 1920. The Chamber of Commerce promoted local business by declaring South San Francisco “The Industrial City.” Steel manufacturers, shipbuilders, lumber companies, and other industries began to call South San Francisco home. Although the “South San Francisco An Industrial City” sign was initially whitewashed on Sign Hill, in 1923, the Chamber helped pass a bond issue to make the letters permanent. In 1928, the sixty-foot concrete letters were raised. The depression in 1929 led to a severe slowing of the economy. However, the city maintained 35 industrial operations, six iron and steel plants, a smelter for precious metals, seven various equipment manufacturers, two large paint factories, three other chemical works, and three food packing establishments. The building of the Golden Gate Bridge in the early 1930s brought a boon to South San Francisco’s Edwards Wire Rope Company as it supplied all the wire cable for the bridge. The population surged during the First and Second World Wars, leading the federal government to build housing for military personnel. Shipbuilding became a significant operation. Major manufacturers closed at the war’s end, and new development focused on single- family housing and industrial buildings. With the founding of Genentech in 1976, South San Francisco began a new era. The objective of venture capitalist Robert Swanson and molecular biologist Dr. Herbert Boyer was to explore ways of using recombinant DNA technology to create breakthrough medicines. South San Francisco gained a new designation, “Birthplace of Biotechnology,” and attracted other biotech and pharmaceutical businesses to the area. Evolving from a ranch to an “Industrial City” to becoming a center of the biotechnology industry, South San Francisco now has more than 2,800 businesses and firms. Located near San Francisco and Silicon Valley, South San Francisco offers convenient access to job opportunities and cultural attractions. The city offers a mild climate and is considered safe for residents and families. There are new infrastructure developments, and the city has been investing in upgrades to roads, parks, bike paths, and shopping areas. Residents can access 300 acres of parks and open spaces, including the San Bruno Mountain State and County Park, the Golden Gate National Recreation Area, and Muir Woods National Monument. The city offers an inviting and welcoming environment for older adults of all ages. More information on the history of the City of South San Francisco is available at: Historical Society of South San Francisco: https://ssfhistory.org/ 519 Grand Avenue, South San Francisco Historical Society Museum: https://ssfhistory.org/about- the-museum 80 Chestnut Avenue, South San Francisco South San Francisco Library’s History Collection: https:// www.ssf.net/Our-City/About- South-San-Francisco/History Attachment 1 - DRAFT 331 73 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 APPENDIX D: CITY GOVERNMENTAppendix D: CITY GOVERNMENT City Council The City of South San Francisco is governed by a five-member city council elected to four- year terms. The City Council is South San Francisco’s governing body. It establishes local laws and policies by enacting ordinances and resolutions. The Council also determines how the City obtains and spends funds, appoints members to all advisory municipal activities, and represents the City by serving on Regional and County committees/boards whose policies may impact South San Francisco (e.g., Associated Bay Area Governments and Metropolitan Transportation Commission). The Council directs the City Manager. City Clerk City Clerk – Elected to a Four-Year Term The City Clerk is the archivist of City records and, as such, maintains records and prepares the minutes of Council proceedings. Additional responsibilities include providing information to the general public and staff by researching City records, administering municipal elections, and processing initiative recalls and referendum petitions. The Clerk also processes Conflict of Interest Statements for designated employees, Council members, and candidates for Council seats. This is a full-time, salaried position. Attachment 1 - DRAFT 332 74 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 APPENDIX D: CITY GOVERNMENTCity Government (continued) City Treasurer City Treasurer – Elected to a Four-Year Term The City Treasurer is responsible for investing City funds to achieve the maximum return on deposits. Reports identifying amounts and types of investment instruments are provided quarterly to the City Council. This position’s duties include arranging for payment on City Bonds, coordinating financial transactions in cooperation with the Finance Director, and preparing property tax assessments upon individual requests from residents. It is a part-time, salaried position. City Manager City Manager – Appointed by City Council The City Manager is the City’s Chief Administrative Officer, appointed by the City Council. According to the Council’s policies, the City Manager provides overall administration and direction for the City organization. This position also serves as the Executive Director of the Redevelopment Agency and the Director of Emergency Services. City Attorney City Attorney – Appointed by City Council The City Attorney serves as legal counsel for the City Council. This position provides formal and informal legal opinions and advice to the City’s officers, employees, boards, and commissions. This position also includes reviewing and/or preparing all contracts, bonds, deeds, leases, and other documents of legal significance. https://www.ssf.net/Our-City/About-South-San-Francisco Attachment 1 - DRAFT 333 75 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 APPENDIX D: CITY GOVERNMENTCity Government (continued) Mission Statement The City of South San Francisco’s mission is to provide a safe, attractive, and well-maintained city through excellent customer service and superior programs, and to embrace a work ethic that will enhance the community’s quality of life. To that end, we will strive to nurture a partnership with the Community by recruiting a diverse and highly skilled workforce, being an active partner in quality education, and attracting and retaining a prosperous business community. These efforts will foster community pride and understanding. Our Core Values The City and Employees of South San Francisco value our role in providing service to one another and the community. As an organization, we are committed to the following: • Strengthening each other and the organization through dedication and teamwork • Recognizing and respecting diversity and encouraging opinions of the community and workforce • Committing to Excellence and Service • Encouraging creativity and supporting problem-solving • Accepting responsibility and accountability • Demonstrating integrity and honesty in all aspects of service • Promoting and maintaining open and constructive communication • Encouraging skill development and professional growth https://www.ssf.net/Our-City/About-South-San-Francisco/Mission- Statement Attachment 1 - DRAFT 334 76 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 APPENDIX D: CITY GOVERNMENTCity Government (continued) City of South San Francisco Organizational Chart https://www.ssf.net/Our-City/City-Organizational-Chart Current as of 06/16/25 Attachment 1 - DRAFT 335 77 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 APPENDIX E: DEMOGRAPHIC PROFILEAppendix E: DEMOGRAPHIC PROFILE The City of South San Francisco is located in San Mateo County, California, and has a population of 64,660 (July 2024). The median age is 42.4, with males being 41.4 and females 43.5. Race: South San Francisco’s population is 43% Asian, 20.6% White, 30.8% Hispanic, 1.7% African American, 2% Other. There ar 48,689 adults (11,444 of whom are seniors ages 65 and over) in South San Francisco (as of July 2024). https://www.census.gov/quickfacts/fact/table/southsanfranciscocitycalifornia/PST045223 Attachment 1 - DRAFT 336 78 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 APPENDIX E: DEMOGRAPHIC PROFILEhttps://worldpopulationreview.com/us-cities/california/south-san-francisco Demographic Profile (continued) Language: Of South San Francisco residents, 48.14% speak only English, while 51.86% speak other languages. The largest non-English language group is the Asian and Pacific Island languages, spoken by 26.33% of the population.. Attachment 1 - DRAFT 337 79 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 APPENDIX E: DEMOGRAPHIC PROFILEhttps://worldpopulationreview.com/us-cities/california/south-san-francisco Demographic Profile (continued) Attachment 1 - DRAFT 338 80 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 APPENDIX F: LIVABILITY INDEXAppendix F: LIVABILITY INDEX AARP’s Public Policy Institute (PPI) has designed criteria to assess the characteristics that would provide a high quality of life for diverse community populations covering all generations. Their scoring includes complex livability factors in metric values and policies. HOUSING: Housing costs, availability of multi-family housing, state accessory dwelling unit support NEIGHBORHOOD: Access to parks and libraries, crime rate, state and local transit-oriented development TRANSPORTATION: Frequency of local transit service, walkability, state and local complete street policies ENVIRONMENT: Quality of drinking water/air, state utility disconnection policies, pollution level HEALTH: Preventable hospitalization rate, access to exercise opportunities, state/local smoke-free laws ENGAGEMENT: Social involvement index, voting rate, state barriers to community broadband OPPORTUNITY: Income inequality, jobs per worker, age diversity, local government credit-worthiness (AARP Livability Index, 2024) Source: https://livabilityindex.aarp.org/ Scores are applied to the following 7 categories of livability. Examples of indicators follow: **The livability score does not follow all eight domains and incorporates a few different categories per AARP. Attachment 1 - DRAFT 339 81 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 Livability Index (continued)APPENDIX F: LIVABILITY INDEXhttps://livabilityindex.aarp.org/search/South%20San%20Francisco,%20California,%20United%20States For interpretation of scores, please refer to the following link: Attachment 1 - DRAFT 340 82 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 ACKNOWLEDGMENTACKNOWLEDGMENT The Center for Age-Friendly Excellence wishes to acknowledge and thank the community for participating in the survey and focus groups. We would also like to thank all the South San Francisco task force members and the City of South San Francisco staff who provided input and guidance in developing this Age-Friendly Action Plan. Eddie Flores Mayor Flor Nicolas Councilmember Sharon Ranals City Manager Devin Stenhouse DEI Officer Greg Mediati Parks and Recreation Director Angela Duldulao Parks and Recreation Deputy Director Laura Armanino Recreation Program Manager We acknowledge and appreciate the funding received from the County of San Mateo through Measure K, the voter-approved half-cent sales tax that provides local funds for local needs, for developing this Age-Friendly Action Plan. CAFE is an incubated nonprofit project of Los Altos Mountain View Community Foundation. Kasey Jo Kelly Parks and Recreation Supervisor / Seniors Betty Battaglia Resident, Parks and Recreation Commissioner Lydia Pomposo Resident, Cultural Arts Commissioner Ed Bortoli Resident, Rotary Club, Rotary Plaza Board Sonny Koya Resident, CERT/USAR Maria Barcelata Long Resident, Library Eric Ribeiro Activities Director, Westborough Royale Attachment 1 - DRAFT 341 83 | City of South San Francisco Age-Friendly Action Plan - 2026-2029 RESOURCE PAGERESOURCE PAGE About the Global Network for Age-Friendly Network for Age-Friendly Cities ad Communities. Age-Friendly World. Retrieved March 2025, from WHO Global Network For Age-Friendly Cities And Communities. World Health Organization, (2007). Global Age-Friendly Cities: A Guide. Retrieved from: Global age-friendly cities: a guide World Population Review: South San Francisco, California Population 2025 AARP Network of Age-Friendly States and Communities: www.AARP.org/livable Elder Index: Elder Index California Elder Index: About the California Elder Index (EI) | UCLA Center for Health Policy Research Department of Aging and Disability Services: Aging and Disability Services - San Mateo County Health Master Plan for Aging: https://mpa.aging.ca.gov/ Master Plan for Aging: Data Dashboard: https://mpa.aging.ca.gov/DashBoard Master Plan for Aging Data Dashboard San Mateo County: SMC 2020 Profile Older Adults City of South San Francisco: https://www.ssf.net/Home CIty of South San Francisco Parks and Recreation: https://www.ssf.net/Departments/ Parks-Recreation City of South San Francisco Library: https://www.ssf.net/Departments/Library City of San Francisco Economic and Community Development: https://www.ssf.net/ Departments/Economic-and-Community-Development CIty of South San Francisco Pubic Works: https://www.ssf.net/Departments/Public- Works City of South San Francisco Fire: https://www.ssf.net/Departments/Fire-Department City of South San Francisco Police: https://www.ssf.net/Departments/Police- Department Attachment 1 - DRAFT 342 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-878 Agenda Date:9/10/2025 Version:1 Item #:16. Closed Session: Public Employment (Pursuant to Government Code Section 54957) Title: City Manager City of South San Francisco Printed on 9/11/2025Page 1 of 1 powered by Legistar™343 Id Start time Language Name / Nombre Provide your comment(s) during:Presentar sus comentarios durante:Enter Agenda # below, if applicable.Agregue el número de agenda, si corresponde. 1 9/10/2025 18:19 English (United States)Cory David Public Comments & Consent Calendar (Comentarios Públicos & Calendario de Consentimiento); 2 9/10/2025 16:17 English (United States)Tom carney Public Comments & Consent Calendar (Comentarios Públicos & Calendario de Consentimiento);Agenda Item (Artículo de Agenda); 3 9/10/2025 18:26 English (United States)Cynthia Marcopulos Public Comments & Consent Calendar (Comentarios Públicos & Calendario de Consentimiento); 4 9/10/2025 18:37 English (United States)Sam Chetcuti Public Comments & Consent Calendar (Comentarios Públicos & Calendario de Consentimiento);Other 5 9/10/2025 18:43 English (United States)Annie Public Comments & Consent Calendar (Comentarios Públicos & Calendario de Consentimiento); 6 9/10/2025 19:46 English (United States)Fionnola Public Comments & Consent Calendar (Comentarios Públicos & Calendario de Consentimiento); W I T H M A Y O R E D D I E CAFECITO Saturday, September 13 10:00 - 11:30 A.M Royal Pin Donuts 551 El Camino Real District 4 Council Representative James Coleman Join Mayor Eddie Flores and Councilmember James Coleman for coffee, conversation, and community. Call 650-877-8502 to RSVP