HomeMy WebLinkAbout2019-11-25 e-packet@6:00Monday, November 25, 2019
6:00 PM
City of South San Francisco
P.O. Box 711 (City Hall, 400 Grand Avenue)
South San Francisco, CA
Municipal Services Building, Council Chambers
33 Arroyo Drive, South San Francisco, CA
Special City Council
Special Meeting Agenda
November 25, 2019Special City Council Special Meeting Agenda
NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code of the State of
California, the City Council of the City of South San Francisco will hold a Special Meeting on Monday,
November 25, 2019, at 6:00 p.m., in the City Council Chambers, Municipal Services Building, 33 Arroyo
Drive, South San Francisco, California.
Purpose of the meeting:
Call to Order.
Roll Call.
Agenda Review.
Public Comments - comments are limited to items on the Special Meeting Agenda.
PRESENTATIONS
Presentation providing a market update and review of the City’s investment portfolio.
(Janet Salisbury, Finance Director, and Jeff Probst, Chandler Asset Management)
1.
CONSENT CALENDAR
Report regarding a resolution approving a one-year time extension for a Tentative
Parcel Map to reparcelize the Phase III Terrabay Specific Plan-Genesis Campus
property (APNs 007-650-180 and 007-650-190) consistent with South San Francisco
Municipal Code Chapter 20.230 and Title 19 entitled “Subdivisions”. (Jason Hallare,
Senior Engineer)
2.
Resolution approving a one-year time extension of a Tentative Parcel Map to
reparcelize the Terrabay Phase III Genesis Campus (APNs 007-650-180 and
007-650-190) consistent with South San Francisco Municipal Code Chapter 20.230
and Title 19 entitled “Subdivisions”.
2a.
Report regarding adoption of a resolution accepting $400,000 in Transportation
Development Act Article III (TDA 3) grant funds from the City/County Association of
Governments (C/CAG) for the East Grand Avenue-Caltrain Bicycle and Pedestrian
Access project. (Christina Fernandez, Assistant to the City Manager)
3.
Resolution accepting $400,000 in Transportation Development Act Article III (TDA 3)
grant funds from the City/County Association of Governments (C/CAG) for the East
Grand Avenue-Caltrain Bicycle and Pedestrian Access Project.
3a.
Page 2 City of South San Francisco Printed on 1/14/2020
November 25, 2019Special City Council Special Meeting Agenda
Report regarding a resolution approving the South San Francisco Fire Department’s
annual inspections performance pursuant to the California Health and Safety Code
section 13146.4. (Jesus Magallanes, Fire Chief)
4.
Resolution approving the South San Francisco Fire Department’s annual inspections
performance pursuant to the California Health and Safety Code section 13146.4.
4a.
Report regarding a resolution authorizing the acceptance of $220,000 in grant funding
for Fiscal Year 2019-20 from the Silicon Valley Community Foundation for the Big
Lift Little Steps Preschool at the Community Learning Center, and amending the
Parks and Recreation Department’s Fiscal Year 2019-20 Operating Budget pursuant
to budget amendment #20.014. (Sharon Ranals, Director of Parks and Recreation)
5.
Resolution authorizing the acceptance of $220,000 in grant funding for Fiscal Year
2019-20 from the Silicon Valley Community Foundation for the Big Lift Little Steps
Preschool at the Community Learning Center, and amending the Parks and Recreation
Department’s Fiscal Year 2019-20 Operating Budget pursuant to budget amendment
#20.014.
5a.
Report regarding approval of the First Amendment to an Exclusive Negotiating Rights
Agreement with Ensemble Investments for a proposed hotel development at Oyster
Point. (Ernesto Lucero, Economic Development Coordinator)
6.
Resolution approving the First Amendment to the Exclusive Negotiating Rights
Agreement between Ensemble Investments and the City for a proposed hotel
development at Oyster Point.
6a.
ADMINISTRATIVE BUSINESS
Report regarding a resolution approving budget amendment number 20.023 amending
the Fire Department operating budget in the amount of $175,983 to fund two contract
hourly Safety Inspector positions. (Jesus Magallanes, Fire Chief)
7.
Resolution approving budget amendment number 20.023 amending the Fire
Department operating budget in the amount of $175,983 to fund two contract hourly
Safety Inspector positions.
7a.
Report regarding resolution approving an Exclusive Negotiating Rights Agreement
(“ENRA”) between the City of South San Francisco, and Baden Development, LLC,
for the property located at 432 Baden Avenue, and authorizing the City Manager to
sign the agreement. (Julie Barnard, Economic Development Coordinator).
8.
Page 3 City of South San Francisco Printed on 1/14/2020
November 25, 2019Special City Council Special Meeting Agenda
Resolution approving an Exclusive Negotiating Rights Agreement (“ENRA”) between
the City of South San Francisco, and Baden Development, LLC, for the property
located at 432 Baden Avenue, and authorizing the City Manager to sign the
agreement.
8a.
Report regarding a resolution approving a Purchase and Sale Agreement between the
City of South San Francisco and United Food and Commercial Workers Union, Local
5, for the City and Former RDA-owned parcel at 323 and 329 Miller Avenue in the
amount of $1,250,000 (Heather Ruiz, Management Analyst I)
9.
Resolution approving the Purchase and Sale Agreement between the City of South
San Francisco and United Food and Commercial Workers Union Local 5, for the sale
of the City and Former RDA-owned parcels at 323 and 329 Miller Avenue, in the
amount of $1,250,000.
9a.
CLOSED SESSION
Closed Session: Conference with Legal Counsel - Anticipated Litigation
(Pursuant to Government Code Section 54956.9)
Initiation of Litigation: One potential case
(Sky Woodruff, City Attorney and Christina Fernandez, Assistant to the City
Manager)
10.
Conference with Real Property Negotiators
(Pursuant to Government Code 54956.8)
Properties: 241 Grand Avenue (Parking Lot #4) (APN 012 316 040)
Agency Negotiators: Julie Barnard
Negotiating Parties: City of South San Francisco and Billy and Kosta Panoutsopoulos
Under Negotiation: Price and Terms
11.
Closed Session: Conference with Legal Counsel - Existing Litigation
(Paragraph (1) of subdivision (d) of Government Code Section 54956.9)
Name of Case: James Hale v. City of South San Francisco
Workers’ Compensation Appeals Board Case Number: ADJ9330348
Name of Case: Robby Chon v. City of South San Francisco
Workers’ Compensation Appeals Board Case Number: ADJ10927431
12.
ADJOURNMENT
Page 4 City of South San Francisco Printed on 1/14/2020
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:19-935 Agenda Date:11/25/2019
Version:1 Item #:1.
Presentation providing a market update and review of the City’s investment portfolio. (Janet Salisbury, Finance
Director, and Jeff Probst, Chandler Asset Management)
City of South San Francisco Printed on 11/26/2019Page 1 of 1
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CHANDLER ASSET MANAGEMENT, INC. | 800.317.4747 | www.chandlerasset.com
COUNCIL INVESTMENT REPORT
Period Ending October 31, 2019
City of South San Francisco
Source: US Department of Labor Source: US Department of Labor
Employment
U.S. nonfarm payrolls rose by 128,000 in October, well above expectations of 85,000. A steep (but less negative than expected) 36,000 decline in
manufacturing payrolls due in part to the GM strike pulled down the total. Upward revisions to August and Septembernonfarm payrolls totaled
95,000.On a trailing 3-month and 6-month basis, payrolls increased an average of about 176,000 and 156,000 per month, respectively. The
unemployment rate ticked up to 3.6% from 3.5%in September,as the participation rate increased to 63.3% from 63.2%. A broader measure of
unemployment called the U-6, which includes those who are marginally attached to the labor force and employed part time for economic
reasons, also ticked higher to 7.0%in October from 6.9%in September. Wages increased 0.2%in October,in line with expectations, and the
average workweek was unchanged. On a year-over-year basis, wages were up 3.0% in October, unchanged from the prior month.
0
50
100
150
200
250
300
350
MOM Change In (000's)Nonfarm Payroll (000's)
Non-farm Payroll (000's)
3 month average (000's)
2.0%
3.0%
4.0%
5.0%
6.0%
7.0%
8.0%
9.0%
10.0%
11.0%
Unemployment Rate
Underemployment Rate (U6)
Unemployment Rate (U3)Rate (%)1
Source: US Department of Labor Source: US Department of Commerce
Inflation
The Consumer Price Index (CPI) was up 1.8% year-over-year in October,up from 1.7%in September. Core CPI (CPI less food and energy)
declined to 2.3% year-over-year in October, down from 2.4%in September. The Personal Consumption Expenditures (PCE) index was up just
1.3% year-over-year in September, down from 1.4% year-over-year in August. Core PCE, which is the Fed's primary inflation gauge, was up 1.7%
year-over-year in September versus 1.8% year-over-year in August. Core PCE softened and remains below the Fed’s 2.0% inflation target.
0.0%
0.5%
1.0%
1.5%
2.0%
2.5%
3.0%
3.5%
Personal Consumption Expenditures (PCE)
PCE Price Deflator YOY % Change
PCE Core Deflator YOY % ChangeYOY( %) Change0.0%
0.5%
1.0%
1.5%
2.0%
2.5%
3.0%
3.5%
Consumer Price Index (CPI)
CPI YOY % Change
Core CPI YOY % ChangeYOY( %) Change2
Source: US Department of Commerce Source: US Department of Commerce
12/18 3/19 6/19 9/19
1.0% 0.8% 3.0% 1.9%
0.5% 1.1% -1.2% -0.3%
-0.4% 0.7% -0.7% -0.1%
0.1% 0.1% 0.5% 0.2%
-0.1% 0.4% 0.3% 0.1%
1.1% 3.1% 2.0% 1.9%
Net Exports and Imports
Personal Consumption
Expenditures
Gross Private Domestic
Investment
Federal Government
Expenditures
State and Local (Consumption and
Gross Investment)
Components of GDP
Total
0.0%
1.0%
2.0%
3.0%
4.0%
5.0%
6.0%
Gross Domestic Product (GDP)
GDP QOQ % Change
GDP YOY % Change
Gross Domestic Product (GDP)
GDP growth was stronger than expected in the third quarter,up 1.9%on an annualized rate versus expectations of 1.7%, according to the
advance estimate. Growth was fueled by consumer spending which contributed 1.9%to GDP in the quarter, while gross private domestic
investment and exports were adrag on the economy. Although the pace of GDP growth was slightly strongerthan expected in the third quarter,
it still represents a slowdown from the first half of the year (3.1%in Q1 and 2.0% growth in Q2) and the consensus estimate for the current
quartersignals afurther slowdown to 1.7% growth. The consensus forecast calls forGDP growth of 1.8%in 2020 versus 2.3%in 2019 and 2.9%in
2018.
3
Federal Reserve
Source: Federal Reserve Source: Bloomberg
2,500,000
3,000,000
3,500,000
4,000,000
4,500,000
5,000,000
Federal Reserve Balance Sheet Assets
In$ millions0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
Long Run Federal Funds Rates
FOMC DOTS Median of the Longer Run Projections
Effective Federal Funds Rate
Yield (%)The FOMC has cutthe fed funds rate by 25 basis points three times this year to arange of 1.50-1.75%.In October, the Fed started to increase its
purchases of short-term Treasury securities.In doingso, the Fed aims to provide sufficient liquidity to the banking system and money markets.
Fed ChairPowell has emphasized that the purchases will be aimed at controlling the level of short-term lending rates but will not be a form of
quantitative easing or stimulus.
4
Source: Bloomberg Source: Bloomberg
0.0%
0.5%
1.0%
1.5%
2.0%
2.5%
3.0%
3.5%
4.0%
US Treasury Note Yields
2-Year
5-Year
10-YearYield (%)0.0%
0.5%
1.0%
1.5%
2.0%
2.5%
3.0%
3.5%
4.0%
US Treasury Yield Curve
Oct-19
Jul-19
Oct-18Yield (%)Bond Yields
The Treasury yield curve has changed significantly on a year-over-year basis.As of October month-end, the 3-month T-bill yield was down 80
basis points, the 2-Year Treasury yield was down nearly 134 basis points, and the 10-YearTreasury yield was down nearly 145 basis points.We
believe the year-over-year decline in long-term Treasury yields largely reflects a decline in global inflation expectations, while the decline in
shorter-term rates is in line with the Fed's three 25 basis point rate cuts this year.
5
Portfolio Characteristics
So San Francisco Mid-Term (Chandler) Portfolio
10/31/2019 7/31/2019
Benchmark*Portfolio Portfolio
Average Maturity (yrs)2.63 2.76 2.61
Average Modified Duration 2.52 2.44 2.33
Average Purchase Yield n/a 2.22%2.22%
Average Market Yield 1.55%1.73%2.08%
Average Quality**AAA AA/Aa1 AA/Aa1
Total Market Value 103,706,934 102,428,655
*ICE BAML 1-5 Yr US Treasury/Agency Index
**Benchmark is a blended rating of S&P, Moody’s, and Fitch. Portfolio is S&P and Moody’s respectively.
As of October 31, 2019
ABS
7.3%
Agency
28.6%
CMO
8.4%Foreign
Corporate
3.7%
Money Market
Fund FI
0.4%
Supranational
6.6%
US Corporate
25.5%
US Treasury
19.5%
6
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
7.00%
12 months 2 years 3 years 5 years 10 years Since Inception
So San Francisco Mid-Term (Chandler) Portfolio ICE BAML 1-5 Yr US Treasury/Agency Index
Total Rate of Return Annualized Since Inception 03/31/2009
Annualized
TOTAL RATE OF RETURN 3 months 12 months 2 years 3 years 5 years 10 years Since
Inception
So San Francisco Mid-Term (Chandler) Portfolio 1.25%5.85%2.84%2.10%1.93%1.82%1.90%
ICE BAML 1-5 Yr US Treasury/Agency Index 1.25%5.79%2.68%1.80%1.67%1.68%1.68%
Total rate of return:A measure of a portfolio’s performance over time.It is the internal rate of return,which equates the beginning value of the portfolio with the
ending value;it includes interest earnings,realized and unrealized gains and losses in the portfolio.
Investment Performance
So San Francisco Mid-Term (Chandler) Portfolio
As of October 31, 2019
7
Important Disclosures
2019 Chandler Asset Management,Inc,An Independent Registered Investment Adviser.
Information contained herein is confidential.Prices are provided by IDC,an independent pricing source.In the event IDC does not provide a price or if the price provided is not reflective of fair market
value,Chandler will obtain pricing from an alternative approved third party pricing source in accordance with our written valuation policy and procedures.Our valuation procedures are also disclosed in
Item 5 of our Form ADV Part 2A.
Performance results are presented gross-of-advisory fees and represent the client’s Total Return.The deduction of advisory fees lowers performance results.These results include the reinvestment of
dividends and other earnings.Past performance may not be indicative of future results.Therefore,clients should not assume that future performance of any specific investment or investment strategy
will be profitable or equal to past performance levels.All investment strategies have the potential for profit or loss.Economic factors,market conditions or changes in investment strategies,
contributions or withdrawals may materially alter the performance and results of your portfolio.
Index returns assume reinvestment of all distributions.Historical performance results for investment indexes generally do not reflect the deduction of transaction and/or custodial charges or the
deduction of an investment management fee,the incurrence of which would have the effect of decreasing historical performance results.It is not possible to invest directly in an index.
Source ice Data Indices,LLC ("ICE"),used with permission.ICE permits use of the ICE indices and related data on an "as is"basis;ICE,its affiliates and their respective third party suppliers disclaim any and
all warranties and representations,express and/or implied,including any warranties of merchantability or fitness for a particular purpose or use,including the indices,index data and any data included
in,related to,or derived therefrom.Neither ICE data,its affiliates or their respective third party providers guarantee the quality,adequacy,accuracy,timeliness or completeness of the indices or the
index data or any component thereof,and the indices and index data and all components thereof are provided on an "as is"basis and licensee's use it at licensee's own risk.ICE data,its affiliates and their
respective third party do not sponsor,endorse,or recommend chandler asset management,or any of its products or services.
This report is provided for informational purposes only and should not be construed as a specific investment or legal advice.The information contained herein was obtained from sources believed to be
reliable as of the date of publication,but may become outdated or superseded at any time without notice.Any opinions or views expressed are based on current market conditions and are subject to
change.This report may contain forecasts and forward-looking statements which are inherently limited and should not be relied upon as indicator of future results.Past performance is not indicative of
future results.This report is not intended to constitute an offer,solicitation,recommendation or advice regarding any securities or investment strategy and should not be regarded by recipients as a
substitute for the exercise of their own judgment.
Fixed income investments are subject to interest,credit and market risk.Interest rate risk:the value of fixed income investments will decline as interest rates rise.Credit risk:the possibility that the
borrower may not be able to repay interest and principal.Low rated bonds generally have to pay higher interest rates to attract investors willing to take on greater risk.Market risk:the bond market in
general could decline due to economic conditions,especially during periods of rising interest rates.
Ratings information have been provided by Moody’s,S&P and Fitch through data feeds we believe to be reliable as of the date of this statement,however we cannot guarantee its accuracy.
Security level ratings for U.S.Agency issued mortgage-backed securities (“MBS”)reflect the issuer rating because the securities themselves are not rated.The issuing U.S.Agency guarantees the full and
timely payment of both principal and interest and carries a AA+/Aaa/AAA by S&P,Moody’s and Fitch respectively.
As of October 31, 2019
8
Benchmark Disclosures
ICE BAML 6-Month US Treasury Bill Index
The ICE BAML US 6-Month Treasury Bill Index is comprised of a single issue purchased at the beginning of the month and held for a full month.At the end of the month that issue is sold and rolled into a
newly selected issue.The issue selected at each month-end rebalancing is the outstanding Treasury Bill that matures closest to,but not beyond,three months from the rebalancing date.(Index:G0O2.
Please visit www.mlindex.ml.com for more information)
ICE BAML 1-5 Yr US Treasury/Agency Index
The ICE BAML 1-5 Year US Treasury &Agency Index tracks the performance of US dollar denominated US Treasury and nonsubordinated US agency debt issued in the US domestic market.Qualifying
securities must have an investment grade rating (based on an average of Moody’s,S&P and Fitch).Qualifying securities must have at least one year remaining term to final maturity and less than five
years remaining term to final maturity,at least 18 months to maturity at time of issuance,a fixed coupon schedule and a minimum amount outstanding of $1 billion for sovereigns and $250 million for
agencies.(Index:GVA0.Please visit www.mlindex.ml.com for more information)
ICE BAML 1-3 Yr US Treasury/Agency Index
The ICE BAML 1-3 Year US Treasury &Agency Index tracks the performance of US dollar denominated US Treasury and nonsubordinated US agency debt issued in the US domestic market.Qualifying
securities must have an investment grade rating (based on an average of Moody’s,S&P and Fitch).Qualifying securities must have at least one year remaining term to final maturity and less than three
years remaining term to final maturity,at least 18 months to maturity at time of issuance,a fixed coupon schedule and a minimum amount outstanding of $1 billion for sovereigns and $250 million for
agencies.(Index:G1A0.Please visit www.mlindex.ml.com for more information)
As of October 31, 2019
9
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:19-890 Agenda Date:11/25/2019
Version:1 Item #:2.
Report regarding a resolution approving a one-year time extension for a Tentative Parcel Map to reparcelize the
Phase III Terrabay Specific Plan-Genesis Campus property (APNs 007-650-180 and 007-650-190)consistent
with South San Francisco Municipal Code Chapter 20.230 and Title 19 entitled “Subdivisions”.(Jason Hallare,
Senior Engineer)
RECOMMENDATION
That the City Council adopt the attached resolution making findings and approving a time extension for
Tentative Map (P17-0087, PM17-0087) subject to the attached conditions of approval.
BACKGROUND/DISCUSSION
The Planning Commission originally approved the Tentative Parcel Map to reparcelize the Phase III Terrabay
Specific Plan-Genesis Campus (Attachment 1)at their meeting of December 7,2017.The final map will allow
the approved Amenity Building to be on a separate parcel.
Per South San Francisco Municipal Code (SSFMC)Title 19,entitled “Subdivisions”,a final map is required to
be prepared within 24 months after approval or conditional approval of the tentative maps.Upon written
application of the subdivider to the City Council prior to the expiration of the tentative map,an extension of the
life of a tentative map may be granted by the City Council.If the applicant allows the time-extension to expire
and does not prepare the final map,no further extensions are permitted and the applicant is required to file a
new tentative parcel map.
The Tentative Parcel Map is scheduled to expire on December 7,2019,and therefore the applicant has
submitted a written request for a one-year extension,included here as Attachment 2.Per the extension request
letter,the purpose of the parcel map is to facilitate the development of the entitled seven story building that
would include a hotel.The applicant has been focused on completing the construction of the Genesis Campus
North Tower,which is nearly complete.The request for a one-year extension would allow the applicant to
submit the Final Map and the City to finalize their review and record the final map.
For a detailed review of the project,the Planning Commission staff report of December 7,2017 is included here
as Attachment 3.
FISCAL IMPACT
Approval of this Tentative Map time extension will have no impact on City funds.
RELATIONSHIP TO STRATEGIC PLAN
Approval of this Tentative Map time extension will support the City’s Strategic Plan Priority Area 2 -Initiative
2.4 by promoting quality of life through expanding the range of employment options through business retention
and development projects.
CONCLUSION
The one-year Time Extension for a Tentative Parcel Map is in keeping with the Terrabay Mixed Use
Development land use designation,the Terrabay Specific Plan Zoning District zoning designation,the land use,City of South San Francisco Printed on 1/14/2020Page 1 of 2
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File #:19-890 Agenda Date:11/25/2019
Version:1 Item #:2.
Development land use designation,the Terrabay Specific Plan Zoning District zoning designation,the land use,
density,location,and intensity of use identified in the approved 2017 Final Terrabay Specific Plan Phases II
and III,and the approved 2017 Genesis Precise Plan.The Tentative Parcel Map continues to comply with the
City’s Subdivision Ordinance and with the State Map Act.Therefore,staff recommends that the City Council
adopt the associated Resolution making findings and approving a one-year time extension for the Tentative
Parcel Map, subject to the attached conditions of approval.
Attachments:
1.Project Location and Site Plan
2.Phase 3 Request for an Extension of Tentative Parcel Map Approval PM17-0005,dated October 18,
2019
3.Planning Commission December 7, 2017 Staff Report
City of South San Francisco Printed on 1/14/2020Page 2 of 2
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NProject LocationT E R R A B A YE A S T O F 1 0 1San FranciscoBaySan Bruno MountainState ParkB R I S B A N EATTACHMENT 1 - LOCATION AND CONCEPTVICNITY MAP
Genesis South San Francisco -Amenity Building
1
Proposed Amenity/Mixed Use/Hotel
Tentative Parcel Map Approval PM17-0005
PO Box 927729, San Diego, CA 92192 • P: (858) 546-0888 • F: (858) 546-0999
October 18, 2019
VIA EMAIL
Jason Hallare, P.E.
Senior Civil Engineer
315 Maple Avenue
South San Francisco, CA 94080
E-mail: Jason.hallare@ssf.net
City of South San Francisco
PO Box 711, South San Francisco
CA 94083
EXTENSION OF TENTATIVE PARCEL MAP APPROVAL PM17-0005 FOR GENESIS SOUTH SAN FRANCISCO
Dear Jason –
The purpose of this letter is to request a 12-month extension to the approved Tentative Parcel Map PM17-
0005 that was approved by the Planning Commission on December 7th, 2017. The City and Phase 3 worked
extensively on this approval. The purpose of the new parcel map was to facilitate the development of the
entitled seven story amenity building that would include a hotel. The parcel map allows for fee simple
ownership of this seven-story structure which makes capitalizing this development feasible.
Phase 3 has been focused on delivering the construction of the North Tower. With the Tower now
complete the Final Map is nearly ready for submission however it is unlikely we can complete all the
activities prior to the current expiration date. The request for 12 months is to allow ample time to the city
to finalize their review and record the final map.
We appreciate your continued partnership and consideration of this request.
Sincerely,
Michael Gerrity
President
Phase 3 Real Estate Partners, Inc.
ATTACHMENT 2 - REQUEST FOR EXTENSION
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-1134 Agenda Date:12/7/2017
Version:1 Item #:3.
Report regarding a resolution approving a Tentative Parcel Map to reparcelize the Terrabay Phase III Genesis
Campus property to allow the approved Amenity Building to be on a separate parcel.(Allison Knapp,
Consulting Planner)
RECOMMENDATION
Staff recommends that the Planning Commission adopt the attached resolution making findings and
approving Tentative Parcel Map (P17-0087, PM17-0005) subject to the attached Conditions of Approval.
BACKGROUND
The Terrabay Project has an extensive planning history spanning 34 years.The City approved the Phase III
Centennial Towers (Terrabay)Project in 2000.Over the past 17 years there have been a few modifications to
the Centennial Towers Project,including a new moniker “Genesis Campus”that occurred in 2015,by the new
owner. The salient modifications are outlined below:
1.Commercial Entitlements.City Council approved what is known as the 2006 Terrabay Phase III
Project on October 11,2006 (Resolution #82-2006).The 2006 Project permitted the construction of
665,000 square feet of Class A office in two towers (North and South Towers),25,000 square feet of
retail with a minimum of one quality restaurant,a required shared use 200-seat performing arts center,
and public art program.The 2006 entitlement amended the first Terrabay Phase III approval in 2000 that
included the same development program in one tower with a larger footprint (Resolution# 148-2000).
2.Product Design Studio.City Council approved an amendment to the 2006 Terrabay Phase III Project to
permit a 15,007 square foot “Product Design Studio”(PDS)above the North Tower ground floor retail
concourse in 2008 (Resolution #89-2008).The PDS was intended to be used as technology research
support to the office component in the North Tower and would not be open to the public.
3.Terrabay Mixed Use Designation.City Council approved a modification to the 2006 Terrabay
Specific and Precise Plans,to allow the Centennial Towers Project to be occupied with Research and
Development (R&D) as well as retail, restaurant, amenities and office uses (Resolution #63-2015).
On November 17,2015,the Applicant AP#-SF2 CT South LLC and AP#-SF3 CT North LLC (Genesis
South San Francisco)assumed ownership of Centennial Towers and renamed the campus Genesis.The
development team,led by Phase 3 Real Estate Partners,Inc.(Applicant),immediately began fulfilling
the construction and development obligations of the Project.To date,Applicant has completed the
second half of the parking garage,including additional landscaping around the southern portion of the
garage,and commenced construction of the North Tower and North Access Road.Completion of the
North Tower is on schedule with substantial completion anticipated for late summer of 2018.
4.Amenity Building.City Council approved an Amenity Building on the Genesis Campus January 11,
2017 (Resolution #17-2018).The Applicant has commenced design and marketing of the seven-story
Amenity Building.The Amenity Building is approved to be located where the Product Design Studio
was approved in 2008,and includes approvals to construct a hotel,restaurant and wellness center (i.e.City of South San Francisco Printed on 11/30/2017Page 1 of 4
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File #:17-1134 Agenda Date:12/7/2017
Version:1 Item #:3.
was approved in 2008,and includes approvals to construct a hotel,restaurant and wellness center (i.e.
fitness center with additional services).
DISCUSSION
Project Description and Analysis - 2017 Parcel Map
The Genesis Campus is comprised of two parcels where development is permitted (the North and South Tower
Parcels).The Buffer Parcel is located adjacent to and north of the North Tower Parcel.No campus development
is permitted on the Buffer Parcel pursuant to the Mutual Release and Settlement Agreement.Moreover,the
Mutual Release and Settlement Agreement required the creation of the Buffer Parcel to serve as a buffer
between development and the 26-acre Preservation Parcel located contiguous to,and north of,the Buffer
Parcel. Please refer to Attachment 1 ‘Existing and Proposed Parcel Map’.
Applicant is requesting a parcel map to create two additional parcels redistributing the existing North and South
Tower parcels into four parcels total.The major factor driving this request is to create a separate fee simple title
parcel for the hotel (i.e.,Amenity Building).Applicant’s objective is to construct,when the market is ripe,a
high-quality hotel in the Amenity Building.Currently,there are two issues hindering both the Applicant’s and
City’s goals:1)The lack of high-end hotel market comparisons within the North Peninsula area creates
hesitancy with respect to construction finance partners,and 2)Operators prefer hotel parcels to be fee simple
title for financing purposes.In part,these issues stem from the economic downturn in 2008.Applicant is
requesting a new parcel map to remove one of these impediments in order to move closer to a successful
realization of the hotel.
Analysis
The request for a parcel map to create four parcels from two would not deviate from existing and planned uses
and operating conditions on the Genesis Campus, for the following reasons:
1.Currently,the South Tower is located on Parcel 1 that also includes the structured parking garage,
visitor parking,and Tower Place Drive (see Attachment B “Existing and Proposed Parcel Map).Parcel 2
contains the North Tower (under construction)and the Amenity Building (in financing and design
stage).Access to,and maintenance of the infrastructure,roads,amenities,utilities,and parking structure
is currently (and would continue to be)allocated to both the North and South Tower occupants and
owners through the recorded Reciprocal Easement Agreement (REA)and recorded Conditions,
Covenants and Restrictions (CCR’s).The current two-parcel map and REA was approved February 7,
2008.Approval of the 2017 parcel map would require an amendment to the existing REA and CCR’s
with City and legal staff approval prior to filing the final Parcel Map,which is included as a condition
of approval.
2.The parcel map would not result in a change of use that has been approved by the City and evaluated in
the 1982 Environmental Impact Report (EIR),1998 Supplemental Environmental Impact Report
(SEIR),1998/99 SEIR,2005/6 SEIR,Mitigation Monitoring and Reporting Program (MMRP),and
addenda prepared thereto in 2006, 2008, 2015 and 2017.
3.The parcel map would not alter the location,use or maintenance of any activities,uses or improvements
on the Genesis Campus.The parcel map would not change any other aspects of the Project which is to
be continued to be governed by the approved 2017 Specific and Precise plans and MMRP.
4.The parcel map would not result in health,safety or welfare impacts to the occupants and visitors to the
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4.The parcel map would not result in health,safety or welfare impacts to the occupants and visitors to the
campus and the community at large.The addition of parcel lines will,if approved,increase safety on the
site.The creation of new parcel lines requires building and fire safety upgrades in areas where the new
parcel line does not meet the minimum building setback identified in the California Building Code.
Therefore,some areas will require 1-A construction,increases to a two-hour fire barrier,additional air in
-and out-take,some exterior walls constructed to a two-hour fire rating,two-hour walkway construction
and additional density in fire suppression systems.
Under SSFMC Section 19.48,based on the City Engineer’s review and recommendation,the Planning
Commission is required to make a determination as to whether the Tentative Parcel Map is in conformity with
the Subdivision Map Act and the South San Francisco Municipal Code (SSFMC).
GENERAL PLAN CONFORMITY AND ZONING CONSISTENCY
The proposed Tentative Parcel Map conforms to the Terrabay Mixed Use Development land use designation,
the Terrabay Specific Plan Zoning District zoning designation,the land use,density,location,and intensity of
use identified in the approved 2017 Final Terrabay Specific Plan Phases II and III,and the approved 2017
Genesis Precise Plan.The Genesis Campus site permits R&D,office,restaurants,wellness center,hotel retail,
open space and recreation land uses.
As discussed above,the Tentative Parcel Map would remain consistent with the intent and purpose of the
Terrabay planning documents and comply with all development standards of the Terrabay Specific Plan Zoning
District.
The Tentative Parcel Map would not create landlocked parcels,or parcels without supporting infrastructure.
The location of structures,infrastructure and roadways would remain as previously approved,and in
compliance with the prescriptions of the Terrabay Specific Plan Zoning District and MMRP.
ENVIRONMENTAL DETERMINATION
The Tentative Parcel Map would not result in any change of use that has been previously approved by the City
and evaluated in the 1982 Environmental Impact Report (EIR),1998 Supplemental Environmental Impact
Report (SEIR),1998/99 SEIR,2005/6 SEIR,and addenda prepared thereto in 2006,2008,2015 and 2017.An
adopted MMRP and a Statement of Overriding Considerations for impacts related to air quality and
transportation remain in effect.
The proposed Tentative Parcel Map is consistent with the analysis included in the already certified EIR,and the
approval of this Tentative Parcel Map would not result in any new significant environmental effects or a
substantial increase in the severity of any previously identified effects beyond those disclosed and analyzed in
the EIR certified by City Council,nor does the Tentative Parcel Map constitute a change in the Project or
change in circumstances that would require additional environmental review.Therefore,no further CEQA
action is required by the Planning Commission at this time.
CONCLUSION
The Tentative Parcel Map is in keeping with the Terrabay Mixed Use Development land use designation,the
Terrabay Specific Plan Zoning District zoning designation,the land use,density,location,and intensity of use
identified in the approved 2017 Final Terrabay Specific Plan Phases II and III,and the approved 2017 Genesis
Precise Plan.The Tentative Parcel Map complies with the City’s Subdivision Ordinance and with the State
Subdivision Map Act.Therefore,staff recommends that the Planning Commission adopt the associated
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File #:17-1134 Agenda Date:12/7/2017
Version:1 Item #:3.
Resolution making findings and approving PM17-0005 subject to the attached Conditions of Approval.
Attachment:
1.Existing and Proposed Parcel Map
Associated Documents:
1.Resolution approving the Tentative Parcel Map
A.Tentative Parcel Map prepared by BKF Engineering
B.Draft Conditions of Approval
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:19-891 Agenda Date:11/25/2019
Version:1 Item #:2a.
Resolution approving a one-year time extension of a Tentative Parcel Map to reparcelize the Terrabay Phase III
Genesis Campus (APNs 007-650-180 and 007-650-190)consistent with South San Francisco Municipal Code
Chapter 20.230 and Title 19 entitled “Subdivisions”.
WHEREAS,AP#-SF2 CT South LLC and AP#-SF3 CT North LLC (Genesis South San Francisco)
(“Applicant”)own property commonly known as Terrabay Phase III of the Terrabay Specific Plan,which is
located at One and Two Tower Place in South San Francisco, California; and
WHEREAS, the Terrabay project has an extensive planning history, dating back to the early 1980s; and
WHEREAS,the City Council of South San Francisco approved the Final Terrabay Specific Plan Phase III of
the Terrabay Development on November 21,2000,and have since approved amendments,most recently in
2017, to the Final Terrabay Specific Plan and approved Precise Plan; and
WHEREAS,the Terrabay Phase III Genesis Campus Project consists of a Transportation Demand Management
Program (TDM);surface,structured and valet parking;665,000 square feet of Research and Development
(R&D)and office in two towers (North and South Towers);25,000 square feet of retail with a minimum of one
quality restaurant;a shared use 200-seat performing arts center,public art program and a 53,000 square foot
Amenity Building permitted to include,but not limited to,a hotel,conference areas,restaurant,and wellness
center (“2016 Project”); and
WHEREAS,the South San Francisco Planning Commission approved a Tentative Parcel Map on December 7,
2017 to reparcelize the Terrabay Phase III Genesis Campus to allow the approved Amenity Building to be on a
separate parcel; and
WHEREAS,pursuant to South San Francisco Municipal Code (“SSFMC”)Title 19 (Subdivision Ordinance),
any failure to record a final map within 24-months from the approval or conditional approval of the tentative
map,or any extension thereof granted by the City Council,shall terminate all proceedings and before a final
map may thereafter be recorded, a new tentative map shall be submitted; and
WHEREAS,the Applicant submitted a written application for a one-year time extension on October 18,2019,
which is prior to the Tentative Parcel Map expiration date of December 7, 2019; and
WHEREAS,the City Council considered the Tentative Parcel Map at its duly noticed public hearing on
November 13, 2019.
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.
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File #:19-891 Agenda Date:11/25/2019
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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 California
Subdivision Map Act;the Tentative Parcel Map prepared by BKF Engineering;the South San Francisco
General Plan and General Plan EIR,including all amendments and updates thereto;the South San Francisco
Municipal Code;all reports,minutes,and public testimony submitted as part of the City Council’s duly noticed
November 13,2019 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
I.General Findings
1.The foregoing recitals are true and correct and made a part of this Resolution.
2.The Exhibits,including Tentative Parcel Map attached hereto as Exhibit A and the Conditions of
Approval attached as Exhibit B, are incorporated 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 Chief Planner, Sailesh Mehra.
4.The City Council finds that the one-year time extension of a Tentative Parcel Map is in
conformity with the provisions of the Subdivision Map Act and Title 19 of the SSFMC as to design,
drainage, utilities, road improvements and offers of dedication or deed.
II.Chapter 19.48 Findings
1.The Tentative Parcel Map does not deviate from existing as-built and approved yet-to-be-built
conditions.Currently the South Tower is located on Parcel 1 that also includes the structured
parking garage,visitor parking,and Tower Place Drive.Parcel 2 contains the North Tower (under
construction)and the Amenity Building (in financing and design stage).Access to,and maintenance
of the infrastructure,roads,amenities,utilities,and parking structure is currently (and would
continue to be)allocated to both the North and South Tower occupants and owners through the
recorded Reciprocal Easement Agreement (REA)and recorded Conditions,Covenants and
Restrictions (CCR’s).The current two-parcel map and REA was approved February 7,2008.
Approval of the 2017 parcel map would require an amendment to the existing REA and CCR’s with
City and legal staff approval prior to filing the final Parcel Map.
2.The Tentative Parcel Map is consistent with the analysis included in the certified 1982
Environmental Impact Report (EIR),1998 Supplemental Environmental Impact Report (SEIR),
1998/99 SEIR,2005/6 SEIR,Mitigation Monitoring and Reporting Program (MMRP),and addenda
prepared thereto in 2006,2008,2015 and 2017.A Statement of Overriding Considerations for
impacts related to air quality and transportation remain in effect.Approval of this one-year time
extension of the Tentative Parcel Map would not result in any new significant environmental effects
or a substantial increase in the severity of any previously identified effects beyond those disclosed
and analyzed in the EIR certified by City Council,nor does the one-year time extension of the
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and analyzed in the EIR certified by City Council,nor does the one-year time extension of the
Tentative Parcel Map constitute a change in the Project or change in circumstances that would
require additional environmental review.Therefore,no further CEQA action is required by the City
Council at this time.
3.The one-year time extension of the Tentative Parcel Map would not alter the location,use or
maintenance of any activities,uses or improvements on the Genesis Campus.The Tentative Parcel
Map would not change any other aspects of the Project which is to continue to be governed by the
approved 2017 Specific and Precise plans and MMRP.
4.The one-year time extension of the Tentative Parcel Map would not result in health,safety or
welfare impacts to the occupants and visitors to the campus and the community at large.The
addition of parcel lines will increase safety on the site.The creation of new parcel lines requires
building and fire safety upgrades in areas where the new parcel line does not meet the minimum
building setback identified in the California Building Code.Therefore,some areas will require Type
1-A building construction,increases to a two-hour fire barrier,additional air in-and out-take,some
exterior walls constructed to a two-hour fire rating,two-hour walkway construction and additional
density in fire suppression systems.
5.The Tentative Parcel Map conforms to the Terrabay Mixed Use Development land use
designation,the Terrabay Specific Plan Zoning District zoning designation,the land use,density,
location,and intensity of use identified in the approved 2017 Final Terrabay Specific Plan Phases II
and III,and the approved 2017 Genesis Precise Plan.The Genesis Campus site permits R&D,
office, restaurants, wellness center, hotel retail, open space and recreation land uses.
6.The Tentative Parcel Map is consistent with the standards and requirements of the City’s Zoning
Ordinance,Title 19 of the South San Francisco Municipal Code (“Subdivisions”)and with the
requirements of the State Subdivision Map Act.
7.The Project site is physically suitable for the type of development and density proposed,as the
mixed-use campus in the Terrabay Specific Plan Phase III Area.
8.The design and improvements of the Tentative Parcel Map are not in conflict with any existing
public easements.
9.The property is located in a developed,urban setting,and is not subject to a Williamson Act
contract,on open space easement,a conservation easement,or an agricultural conservation
easement.The surrounding land uses and resulting parcels would not support agricultural uses;the
resulting parcels would result in mixed-use development not incidental to commercial agricultural
use of the land.
SECTION 2 DETERMINATION
NOW,THEREFORE,BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco
hereby makes the findings contained in this Resolution and approves the one-year time extension of the
Tentative Parcel Map,attached hereto and incorporated herein as Exhibit A,subject to the conditions of
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File #:19-891 Agenda Date:11/25/2019
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approval attached as Exhibit B.
BE IT FURTHER RESOLVED that this Resolution shall become effective immediately upon its passage and
adoption.
Exhibits:
A.Proposed Tentative Parcel Map
B.Conditions of Approval
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NOTE:
THIS PROPOSED PARCEL CONFIGURATION EXHIBIT
SHOWS THE SUBDIVISION OF PARCELS 1 & 2 AS SHOWN
ON 78 PM 67-68 INTO LOTS 1 THRU 4.
Exhibit B
Conditions of Approval
2017 TENTATIVE PARCEL MAP TERRABAY PHASE III GENESIS CAMPUS
CONDITIONS OF APPROVAL
P17-0087 and PM17-0005
The Applicant/Project shall conform to all the conditions of approval identified in Resolutions
82-2006, 89-2008, 107-2012, 64-2015, 17-2008 and as follows and as modified herein, as well as
the additional conditions contained herein.
A. PLANNING DIVISION
1. The Applicant/Project shall implement all the mitigation measures identified in the
adopted Mitigation Monitoring and Reporting Program for Terrabay adopted by City
Council Resolutions 81-2006, 88-2008 and 108-2012.
2. The existing development deposit shall not drop below a $25,000 balance at any time
until a final certificate of Occupancy is issued for the North Tower and all impact fees,
mitigation measures and construction are complete. The development account shall pay
for City services including but not limited to attorney fees, consultant and staff fees to
review project plans, perform inspections, respond to questions and overall project
management.
3. Prior to filing and recording the Parcel Map the existing recorded Reciprocal Easement
Agreement (REA) and recorded Conditions, Covenants and Restrictions (CCRs) shall be
amended to reflect the boundary changes, easements and maintenance responsibilities
required to accommodate the Parcel Map. The REA and CCRs shall be coordinated with
and approved by City Planning, Engineering and the City Attorney prior to filing the final
Parcel Map.
4. The Alternative Means and Methods Requirements (AMMR) shall be approved in final
form by the Chief Building Official and Fire Marshal. The approved AMMR shall be
included in the CCRs and REA and recorded.
B. ENGINEERING DIVISION
1. The Final Parcel Map shall show all access and private utility easements.
2. The CC&R should allocate how many parking spaces each lot is entitled.
3. The CC&Rs and REA shall address all utility connections.
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:19-927 Agenda Date:11/25/2019
Version:1 Item #:3.
Report regarding adoption of a resolution accepting $400,000 in Transportation Development Act Article III
(TDA 3)grant funds from the City/County Association of Governments (C/CAG)for the East Grand Avenue-
Caltrain Bicycle and Pedestrian Access project.(Christina Fernandez, Assistant to the City Manager)
RECOMMENDATION
It is recommended that City Council adopt a resolution accepting $400,000 in Transportation
Development Act Article III (TDA 3)grant funds from the City/County Association of Governments
(C/CAG) for the East Grand Avenue-Caltrain Bicycle and Pedestrian Access project.
BACKGROUND/DISCUSSION
The City/County Association of Governments (C/CAG)issued a Call for Projects for eligible pedestrian and
bicycle projects under the TDA article 3 program on May 10,2019.There is $1,950,000 available for FY 2019-
2020.The 21 jurisdictions within San Mateo County were invited to submit applications.Applications were
limited to one for Planning projects and one for Capital projects per jurisdiction.The maximum grant award
for a Planning project was $100,000 (required a 50%cash match)and for a Capital project was $400,000.City
staff attended a May 23,2019 workshop to learn more about the grant opportunity.City staff held several
meetings to discuss the importance of several bicycle and pedestrian projects within the City.Staff then
determined internally that bicycle and pedestrian improvements for the East Plaza of the Caltrain station to the
be most compelling project.City staff submitted a grant application for the East Grand Avenue-Caltrain
Bicycle and Pedestrian Access Project on July 25, 2019.
South San Francisco’s employment hub east of the 101 (“East Area”)is the largest employment district in
northern San Mateo County.Originally dominated by heavy industrial uses,today it includes three key land
uses:Business and Technology Park,Business Commercial,and Mixed Industrial.This part of the City is a
highly successful employment center,and includes the headquarters of biotech firm Genentech,as well as other
biotech and tech businesses,various office uses,hotels and other supporting uses.All these uses can be served
by improved bicycle and pedestrian infrastructure.
Given the higher frequency of trains (up to 8 trains per hour projected in 2021)and increased ridership (1,028%
increase projected in 2040)anticipated with the opening of the new South San Francisco Caltrain station,
immediately adjacent to the project area,the City is preparing to improve bicycle and pedestrian access to the
new Caltrain station by connecting downtown and Caltrain to the major employers,San Francisco Bay Trail,
and the South San Francisco Ferry Terminal in the East Area via improved facilities.
This project closes a gap in the area wide bike and pedestrian plan and will facilitate seamless travel for bicyclists and
pedestrians between the South San Francisco downtown,Caltrain station and the East Area.Providing enhanced,safe
and convenient bicycle and pedestrian access to the new Caltrain station and connecting other parts of the City
to the East Area economic hub,estimated to increase from 28,000 to more than 55,000 employees by the year
2040, is critical to addressing current and future transportation needs.
In the project area,the South San Francisco (SSF)Caltrain Station improvement project is funded and under
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File #:19-927 Agenda Date:11/25/2019
Version:1 Item #:3.
In the project area,the South San Francisco (SSF)Caltrain Station improvement project is funded and under
construction and is anticipated to be completed in November 2020.This Caltrain Station project will provide a
new bicycle and pedestrian undercrossing connecting the East of 101 Area (East Area),Caltrain station and
downtown area by a safe and convenient connection from both the train station as well as the SSF Downtown
area.(Attachment 1 - Caltrain Station renderings)
This grant will provide the funds for the East Grand Avenue-Caltrain Bicycle and Pedestrian Access Project
(“Project”),which will construct pedestrian and bicycle improvements that will close the gap between the new
pedestrian and bicycle facility connection from the South San Francisco Caltrain station and the pedestrian and
bicycle connections in the area of East Grand Avenue/Gateway and East Grand Avenue/Forbes Blvd/Harbor
Way.
The Project will construct an approximately 15 foot wide Class I (off street)pedestrian/bicycle path on the
north side of East Grand Avenue from Poletti Way to the intersection of East Grand and Grand Avenues
(approximately 750 feet in length).
The southwest corner of the intersection of the East Grand and Grand Avenue intersection will be reconstructed
with a smaller turning radius.The pedestrian striping for the western and southern crossing of the intersection
will be replaced.The concrete median,and “slip lane”that currently provides a free right turn movement at the
southeast corner will be removed and replaced with a design similar to the west side corner,eliminating a free
right turn and requiring a “stop-on-red”before allowing vehicle to turn right,reducing pedestrian crossing
distance across East Grand Avenue and enhancing pedestrian safety.
On East Grand Avenue,heading east from the intersection of East Grand and Grand Avenues,the roadway will
be improved to add buffered Class II bike lanes with plastic channelizers and green lane transition markings in
both directions through the East Grand Avenue/Harbor Way/Forbes Avenue intersection (about 1,1,50 feet in
length in each direction).
The City has a funded project for Class II bicycle lanes on East Grand beyond Harbor Way/Forbes Avenue (to
be constructed in early 2020)and existing facilities on Gateway Blvd to the south of East Grand.(Attachment 2
- Bicycle and Pedestrian Improvement renderings)
The project’s anticipated schedule is as follows:
1/2020 Begin Environmental Clearance
1/2020 Begin Design/PS&E
3/2020 Environmental Clearance
1/2021 ROW Certification
3/2021 Ready to Advertise Construction Contract
6/2021 Start Construction
12/2021 End Construction
*The project is expected to complete construction prior to grant funds expiration.
FISCAL IMPACT
The total cost of the East Grand Avenue-Caltrain Bicycle and Pedestrian Access project totals $986,000.TDA
III grant funds would cover $400,000 in construction costs.The remaining balance of $586,000.00 would be
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File #:19-927 Agenda Date:11/25/2019
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III grant funds would cover $400,000 in construction costs.The remaining balance of $586,000.00 would be
covered by local funds.
RELATIONSHIP TO STRATEGIC PLAN
Acceptance of the grant award furthers the City’s goals of providing excellent bike paths,pedestrian ways,and
multi-modal transportation options.
CONCLUSION
It is recommended that City Council adopt a resolution accepting $400,000 in Transportation
Development Act (TDA)III grant funds from the City/County Association of Governments (C/CAG)for
the East Grand Avenue-Caltrain Bicycle and Pedestrian Access project.
Attachments:
1.Caltrain Station renderings
2.East Grand Avenue-Caltrain Bicycle and Pedestrian Access renderings
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:19-928 Agenda Date:11/25/2019
Version:1 Item #:3a.
Resolution accepting $400,000 in Transportation Development Act Article III (TDA 3) grant funds from the
City/County Association of Governments (C/CAG) for the East Grand Avenue-Caltrain Bicycle and Pedestrian
Access Project.
WHEREAS,South San Francisco’s employment hub east of the 101 is the largest employment district in
northern San Mateo County; and
WHEREAS,the South San Francisco (SSF)Caltrain Station improvement project is funded and under
construction and will be completed in November 2020.This Caltrain Station project will provide a new,safe
and convenient bicycle and pedestrian undercrossing connecting the East of 101 Area (East Area),Caltrain
station and SSF Downtown area; and.
WHEREAS,providing enhanced,safe and convenient bicycle and pedestrian access to the new Caltrain station
and connecting to the East Area economic hub,estimated to increase from 28,000 to more than 55,000
employees by the year 2040, is a critical piece of current and future transportation planning; and
WHEREAS,funding for the East Grand Avenue-Caltrain Bicycle and Pedestrian Access Project (Project)will
support the construction of pedestrian and bicycle improvements that will close the gap between the new
pedestrian and bicycle facility connection from the South San Francisco Caltrain station and the pedestrian and
bicycle connections in the area of East Grand Avenue/Gateway and East Grand Avenue/Forbes Blvd/Harbor
Way.
WHEREAS,the City/County Association of Governments awarded the City of South San Francisco $400,000
in Transportation Development Act Article III grant funds on November 6, 2019 for the Project.
NOW THEREFORE BE IT RESOLVED that the City Council of the City of South San Francisco accepts
Transportation Development Act Article III grant funds from the City/County Association of Governments
(C/CAG) for the East Grand Avenue-Caltrain Bicycle and Pedestrian Access project.
*****
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:19-936 Agenda Date:11/25/2019
Version:1 Item #:4.
Report regarding a resolution approving the South San Francisco Fire Department’s annual inspections
performance pursuant to the California Health and Safety Code section 13146.4. (Jesus Magallanes, Fire Chief)
RECOMMENDATION
It is recommended City Council adopt a resolution approving the South San Francisco Fire Department’s
annual inspections performance pursuant to the California Health and Safety Code section 13146.4.
BACKGROUND/DISCUSSION
California Senate Bill 1205 (SB 1205)was passed on September 27,2018 and took effect as law on January 1,
2019,adding reporting of mandatory annual fire inspections to Health and Safety Code 13146.4.A copy of this
bill is included in this report as Attachment 1.Existing state law requires fire departments or districts that are
providing fire protection services to annually inspect buildings that are being used as public or private schools,
hotels,motels,lodging houses,and apartment houses.The new law requires fire departments report to their
City Council annually,demonstrating their compliance with the mandatory annual inspections and that they
acknowledge receipt of the information by resolution.
Additionally,the South San Francisco Fire Department maintains a comprehensive inspection program,
working to ensure that all occupancies within the City are inspected for fire and life safety on an annual or
biennial basis.The frequency of inspections is dependent upon the risks within a building.This allows staff to
provide enhanced fire safety behaviors throughout the community through interactive,risk-based inspections
and fire safety education to every business within the City.
While the bill requires only the reporting of public or private schools,hotels,motels,lodging houses,and
apartment houses,the South San Francisco Fire Department has elected to include data on additional
occupancies within the City that pose a risk.These occupancies include the following:places of assembly,gas
stations,auto repair facilities,laboratories,care facilities,hospitals and fire protection systems.The report
details occupancy types, number of occupancies, inspections conducted, and percentage completed.
FISCAL IMPACT
There is no additional fiscal impact associated with adoption of this resolution.The resolution seeks to
communicate and acknowledge compliance with inspections previously mandated by state law.
RELATIONSHIP TO STRATEGIC PLAN
This action supports priority area four regarding Public Safety.
CONCLUSION
The purpose of SB 1205 requires fire departments to review and report on annual state mandated occupancy
inspections within their jurisdictions.This allows the City Council an opportunity to evaluate Fire Prevention
performance.Adoption of the resolution ensures compliance with California Health and Safety Code Section
13146.4 and demonstrates the City’s commitment to improving public safety.
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File #:19-936 Agenda Date:11/25/2019
Version:1 Item #:4.
Attachments:
Senate Bill 1205
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:19-937 Agenda Date:11/25/2019
Version:1 Item #:4a.
Resolution approving the South San Francisco Fire Department’s annual inspections performance pursuant
to the California Health and Safety Code section 13146.4.
Whereas,California Senate Bill 1205 (SB 1205)was passed on September 27,2018 and took effect as law on
January 1, 2019, adding reporting of mandatory annual fire inspections to Health and Safety Code 13146.4; and
Whereas,the South San Francisco Fire Department maintains a comprehensive inspection program,working to
ensure that all occupancies within the City are inspected for fire and life safety on an annual or biennial basis;
and
Whereas,the bill requires only the reporting of public or private schools,hotels,motels,lodging houses,and
apartment houses,the South San Francisco Fire Department has elected to include data on additional
occupancies within the City that pose a risk,including places of assembly,gas stations,auto repair facilities,
laboratories, care facilities, hospitals and fire protection systems; and
Whereas,the purpose of SB 1205 requires fire departments to review and report on annual state mandated
occupancy inspections within their jurisdictions,which allows the City Council an opportunity to evaluate Fire
Prevention performance; and
Whereas,the Fire Department Inspection Compliance Report,hereto attached as Exhibit A,ensures compliance
with California Health and Safety Code Section 13146.4 and demonstrates the City’s commitment to improving
public safety.
NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco does
hereby approve the South San Francisco Fire Department’s annual inspections performance pursuant to the
California Health and Safety Code section 13146.4.
*****
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Exhibit A
DATE: November 2019
SOUTH SAN FRANCISCO FIRE DEPARTMENT
Inspection Compliance Report
SUBJECT: Annual Inspection Compliance Report to Fulfill California Health and Safety Code Section 13146.4.
South San Francisco Fire Department Annual Inspection Compliance Report
Occupancy Type Total # of Occupancies Completed in 2019 % Complete
Group E (Schools, public & private) 19 19 100%
Group R-1 (Hotels & Motels) 34 34 100%
Group R-2 (Apartment & Condominiums) 468 468 100%
Total E & R Occ. (Reportable) 521 521 100%
Group A (Restaurants, Places of Worship) 167 38 23%
Group B (Office, Professional Services) 451 96 21%
Group F (Industrial, Factory) 110 6 5%
Group I (Hospitals, Day Care Facilities) 27 7 26%
Group L ( Labs, Bio-Tech, R&D) 161 82 51%
Group M (Stores, Markets) 91 16 18%
Group R-3.1 (Residential Care Facilities) 69 4 6%
Group R-3 (Large Family Daycare) 23 2 9%
Group S-1 ( Auto Repair, Gas Stations) 119 95 80%
Group S-2 ( Warehouses) 287 62 22%
Total Occupancy Inspections 2026 929 46%
Re-inspection Varies 162
Fire Protection Systems Inspections Varies 1205
Total Inspections 2296
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:19-702 Agenda Date:11/25/2019
Version:1 Item #:5.
Report regarding a resolution authorizing the acceptance of $220,000 in grant funding for Fiscal Year 2019-20
from the Silicon Valley Community Foundation for the Big Lift Little Steps Preschool at the Community
Learning Center,and amending the Parks and Recreation Department’s Fiscal Year 2019-20 Operating Budget
pursuant to budget amendment #20.014.(Sharon Ranals, Director of Parks and Recreation)
RECOMMENDATION
It is recommended that the City Council adopt a resolution authorizing the acceptance of $220,000 in
grant funding for Fiscal Year 2019-20 from the Silicon Valley Community Foundation for the Big Lift
Little Steps Preschool at the Community Learning Center,and amending the Parks and Recreation
Department’s Fiscal Year 2019-20 Operating Budget pursuant to budget amendment #20.014.
BACKGROUND/DISCUSSION
The Big Lift is a collective impact collaborative led by three agencies,the Silicon Valley Community
Foundation,the San Mateo County Office of Education,and the County of San Mateo,with the goal of closing
the achievement gap and improving literacy by increasing the percentage of third grade children reading
proficiently in San Mateo County to 80 percent by 2020.Funding for the Big Lift is provided by the County of
San Mateo’s Measure A Sales Tax and community-based organizations,and is targeted at enhancing the quality
of existing preschool programs and increasing the number of new preschool spaces available.The program
previously included federal funding sources; however, federal funds are no longer available as of 2017.
For the initial phase of the grant,funding was open to eleven of the school districts in San Mateo County with
the lowest reading scores.Seven districts applied and four were chosen to receive the Big Lift funds.South San
Francisco Unified School District (SSFUSD)is one of four school districts selected to receive funding after a
competitive process.The South San Francisco Unified School District collaborative includes SSFUSD,City of
South San Francisco,Peninsula Family Service,and the Institute for Human and Social Development
(IHSD/Head Start). Each partner agency contracts separately with the funder.
Little Steps Preschool
The City used Big Lift funds to open and operate the Little Steps Preschool at the Community Learning Center,
which welcomed new students in April 2016.Little Steps Preschool is administered by the Parks and
Recreation Department (the Department)and has a licensed capacity of 20 students.Families eligible for this
subsidized program must qualify as low income households pursuant to California Department of Housing and
Urban Development (HUD)income ceilings and are assessed tuition on a sliding scale based on family size and
household income.
Fees for Little Steps Preschool are aligned with preschool fees charged by the Parks and Recreation
Department’s other preschool programs,which is $652/month for full-time care,Monday through Friday,7:30
a.m. to 6:00 p.m.
History of Grant Funding
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File #:19-702 Agenda Date:11/25/2019
Version:1 Item #:5.
The City has been granted Big Lift funding as follows:
Fiscal Year Grant Amount
2014-15 $20,500 (startup costs)
2015-16 $252,175
2016-17 $286,000
2017-18 $200,000
2018-19 $170,000 (10 months funding to adjust to July-June fiscal year)
2019-20 $220,000 (current grant period)
TOTAL $1,148,675
In fiscal years 2015-16 and 2016-17,the grant amount was determined by a funding calculator.However,
funding became jeopardized in 2017-18 with the loss of funding from the Social Innovation Fund (SIF),which
was one of the largest funding sources for the Big Lift.Given this cut in funding,the City was granted $200,000
in 2017-18 based on prior year expenditures with the understanding that the City could provide a $20,000 cash
match, which was met through the Department’s operating budget.
For fiscal year 2018-19,the City was granted $170,000 for 10 months of services.This is different from the
usual 12-month grant period because the grant had previously been on a fiscal year period of September -
August.The 10-month grant period adjusted the grant’s fiscal year to match the City’s fiscal year July -June.
While the 2018-19 annual grant amount was reduced,the monthly grant amount was increased,changing from
$16,667/month in 2017-18 to $17,000/month in 2018-19.
Current and Future Grant Funding
In fiscal year 2019-20,the City will receive $220,000 from the Big Lift.This is approximately $20,000 more
than the City has received over the last two years.Future funding beyond 2020 is unknown at this point,
however,fundraising efforts for Big Lift are ongoing.Staff will maintain ongoing communication with Big Lift
in order to determine the likelihood and timeline of future funding.If grant funding was eliminated and
alternative grant funding could not be secured,staff would return to the City Council with a recommendation to
consider alternatives for operating Little Steps Preschool.One such option would be to convert the Little Steps
Preschool to a fee-based program, similar to Siebecker and Westborough Preschools.
FISCAL IMPACT
In late June 2019,Big Lift informally communicated the potential grant amount for 2019-20,but the official
grant agreement that is the subject of this report was not received until November 2019.Operations of Little
Steps Preschool have already commenced into fiscal year 2019-20.Council’s authorization to receive $220,000
for Fiscal Year 2019-20 will allow for continued operation of the Little Steps Preschool through the end of the
current fiscal year.Big Lift grant funding can be renewed,pending satisfactory compliance and availability of
funding. Receipt of these funds does not commit the City to ongoing funding.
RELATIONSHIP TO STRATEGIC PLAN
Acceptance of these grant funds will contribute to the City’s Strategic Plan under Priority #2 by helping to build
a robust recreation program and strengthening learning programs.
CONCLUSION
It is recommended that the City Council authorize the acceptance of $220,000 in grant funding for Fiscal Year
2019-20,which will allow the Parks and Recreation Department to continue to operate the Little Steps
Preschool at the Community Learning Center and provide 20 students with affordable preschool education.The
Parks and Recreation Department will continue to work collaboratively with our Big Lift partners to increaseCity of South San Francisco Printed on 12/3/2019Page 2 of 3
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File #:19-702 Agenda Date:11/25/2019
Version:1 Item #:5.
Parks and Recreation Department will continue to work collaboratively with our Big Lift partners to increase
outreach and enhance the quality of City and community preschools.
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:19-703 Agenda Date:11/25/2019
Version:1 Item #:5a.
Resolution authorizing the acceptance of $220,000 in grant funding for Fiscal Year 2019-20 from the Silicon
Valley Community Foundation for the Big Lift Little Steps Preschool at the Community Learning Center,and
amending the Parks and Recreation Department’s Fiscal Year 2019-20 Operating Budget pursuant to budget
amendment #20.014.
WHEREAS,the Big Lift initiative,a collaborative led by the Silicon Valley Community Foundation,the San
Mateo County Office of Education and the County of San Mateo,aims to close the achievement gap and
improve third-grade reading proficiency in San Mateo County by supporting preschools and reading readiness
activities; and
WHEREAS,the Department of Parks and Recreation was awarded $20,500 for Fiscal Year 2014-15;$252,175
for Fiscal Year 2015-16;$286,000 for Fiscal Year 2016-17;$200,000 for Fiscal Year 2017-18;$170,000 for
Fiscal Year 2018-19;and $220,000 for Fiscal Year 2019-20 for a total of $1,148,675 in grant funds to open and
operate the Little Steps Preschool at the Community Learning Center; and
WHEREAS,the Fiscal Year 2019-20 award represents 10 months of funding,from September 1,2019 through
June 30, 2020; and
WHEREAS,these grant funds will be utilized to amend the Department's 2019-20 operating budget to fund the
Little Steps Preschool and support reading readiness,parent engagement,improved attendance,and enhanced
preschool teacher trainings,as allowed by the terms of the grant agreement,a draft attached herewith as Exhibit
A; and
WHEREAS,acceptance of these funds does not commit the City to ongoing funding after the close of the grant
cycle; and
WHEREAS,receipt of these grant funds will enable the Parks and Recreation Department to implement
preschool programs that would not otherwise be funded,and to work collaboratively with the City’s Big Lift
partners to increase outreach and enhance the quality of City and community preschools.
NOW,THEREFORE,BE IT RESOLVED,by the City Council of the City of South San Francisco that the City
Council hereby authorizes the acceptance of $220,000 in grant funding for Fiscal Year 2019-20 from Silicon
Valley Community Foundation to support preschool and reading readiness activities.
BE IT FURTHER RESOLVED,that the City Council amends the Parks and Recreation Department’s Fiscal
Year 2019-20 Operating Budget pursuant to budget amendment #20.014.
BE IT FURTHER RESOLVED,that the City Council hereby authorizes the City to execute the documents
necessary to accept the grant funding and take any other actions necessary to carry out the intent of thisCity of South San Francisco Printed on 1/14/2020Page 1 of 2
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File #:19-703 Agenda Date:11/25/2019
Version:1 Item #:5a.
necessary to accept the grant funding and take any other actions necessary to carry out the intent of this
resolution on behalf of the City Council, subject to approval as to form by the City Attorney.
*****
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2
Silicon Valley Community Foundation
Grant Agreement
Grant Number: 2019-207867 Amount: Up to $220,000.00 Date: November 18, 2019
2019-207869
Grantee Name: City of South San Francisco
Grantee Contact: Ms. Sharon Ranals
Director of Parks and Recreation
City of South San Francisco
Parks & Recreation Department
P.O. Box 711
South San Francisco, CA 94083
Phone: 650.829.3807
Email: sharon.ranals@ssf.net
Foundation Staff: Elisa Espinoza
Communications and Business Development Manager
Silicon Valley Community Foundation
2440 West El Camino Real, Suite 300
Mountain View, CA 94040
Phone: 650.450.5506 Fax: 650.450.5545
Email: eespinoza@siliconvalleycf.org
Grant Purpose:
for the Parks and Recreation Department to support high quality preschool and inspiring summer
programming that includes embedded family engagement practices that support learning at home and
reducing chronic absenteeism
Grant Period: July 1, 2019 to June 30, 2020
Projected Grant Outcomes: Please reference the Scope of Work (SOW)
Special Conditions:
(1)This is a 12-month grant period. Payments will be paid in two installments. The first installment will be
paid on receipt of the signed grant agreement. The second installment will be paid upon receipt and
approval of the mid-year progress report. The second payment is contingent on the report including a
financial report detailing grant expenditures that match the approved budget and providing a general
ledger report documenting City of South San Francisco is meeting the 10% cash match requirement.
(2)Renewed funding for each additional year is dependent upon the grantees compliance with all
provisions in the attached The Big Lift Grantee Terms and Conditions and the continued availability of
EXHIBIT A
Page 1 of 18
3
funding (Exhibit A). SVCF reserves the right to discontinue, modify, or withhold any payments due under
this grant, or to require repayment of any unexpended grant funds if necessary to comply with any law or
regulation applicable to this grant. Funding that is not spent during the grant period must be returned to
SVCF
(3) Grantees commit to providing cash and in-kind match that total 20% of Big Lift grant expenditures, of
which a minimum must be a 10% cash contribution.
Reporting Requirements
Silicon Valley Community Foundation requires progress reports at specified dates. Please note that
future grant requests will not be considered if a grantee has failed to submit a required report. Please
submit the following report(s):
Mid-Year Progress Report Due: January 31, 2020
Final Report Due: July 31, 2020
Payment Schedule:
This grant will be paid in two installments up to the amount specified, at the end of the grant period
upon verification of the special conditions. Please note that payments are contingent upon the
continuing availability of outside grant funds.
First payment: $110,000.00 upon receipt of signed grant agreement
Second payment: Up to $110,000.00 upon receipt and approval of mid-year progress report and
financial report
Hold Harmless
Grantee hereby irrevocably and unconditionally agrees, to the fullest extent permitted by law, to
defend, indemnify and hold harmless the community foundation, its officers, directors, trustees,
employees, and agents from and against any and all claims, liabilities, losses and expenses (including
reasonable attorney’s fees) directly, indirectly, wholly or partially arising from or in connection with the
grant, the application of funds furnished pursuant to the grant, the program or project funded or
financed by the grant or in any way relating to the subject of this Agreement. This paragraph shall
survive the termination of this Agreement.
Inspection, Audit and Retention of Records:
Grantee agrees to provide for an audit of its activities. The grantee agrees to conduct these audits
annually. Accounts and records of all grantees that disburse or utilize grant funds must be accessible to
authorized officials for the purpose of audit of the grantees records pertaining to the use of grant
funds.
Financial records, supporting documents, statistical records, and all other organizati onal records
pertinent to this award must be retained for a period of three (3) years from the date of submission of
the final expenditure report, and made available to SVCF and/or the County of San Mateo upon
request.
EXHIBIT A
Page 2 of 18
4
Nondiscrimination:
The grantee agrees to certify that no person shall be excluded from participation in, denied the benefits
of, subjected to discrimination under, or denied employment in connection with any activity receiving
funds from SVCF on the basis of race, color, religion, national origin, sex, handicap, veteran status,
sexual orientation or age. The grantee agrees to comply with all federal statutes relating to
nondiscrimination, including E.O. 11246, ‘‘Equal Employment Opportunity’’ (30 FR 12319, 12935, 3 CFR,
1964–1965 Comp., p. 339), as amended by E.O. 11375, ‘‘Amending Executive Order 11246 Relating to
Equal Employment Opportunity,’’ and as supplemented by regulations at 41 CFR part 60, ‘‘Office of
Federal Contract Compliance Programs, Equal Employment Opportunity, Department of L abor.’’
Intellectual Property:
By signing below, City of South San Francisco and Silicon Valley Community Foundation agree that all
copyright and other interests in materials produced as a result of this grant shall be owned by the
grantee organization. To ensure the widest possible distribution of such materials and ensure that they
enter and remain in the public domain, the grantee organization and any individuals who may have
some interest hereby grant to the Foundation a non-exclusive, transferable, perpetual, irrevocable,
royalty-free, paid-up worldwide license to use or publish the materials or other work products arising
out of or resulting from the grantees use of the grant funds and any earnings thereon, including all
intellectual property rights, and to sublicense to third parties the rights described herein. The grantee,
at Foundation’s request, agrees to execute any additional documents required to affect such license.
Acknowledgement of Grant Support:
Please acknowledge San Mateo County, San Mateo County Office of Education and Silicon Valley
Community Foundation’s support of your program in publications such as newsletters, program activity
announcements and in all media coverage. We suggest you use the following wordin g: “This project
has been made possible in part by a grant from The Big Lift initiative with funding from San Mateo
County Measure K tax dollars and supported by Silicon Valley Community Foundation and San Mateo
County Office of Education.”
By signing below, City of South San Francisco acknowledges the approved budget and Scope of Work
(SOW) submitted to the community foundation and this grant agreement are now the contract with
Silicon Valley Community Foundation detailing the purpose(s) of the grant, including what activities are
supported by this grant. Please inform the community foundation if there are changes in agency
personnel who are important to the administration of the grant, or if the grant funds cannot be
expended for the purpose or in the time period described in the grant agreement. Grantee may not use
the funds in any way other than as described in the grant agreement and approved budget unless the
grantee receives written permission from the community foundation.
EXHIBIT A
Page 3 of 18
5
Accepted on behalf of City of South San Francisco by:
______________________________ ______________________________
Signature Printed or Typed Name
(Must be signed by Executive Director,
President or Board President)
______________________________ ______________________________
Title Date
EXHIBIT A
Page 4 of 18
Grant Number: 2019-207867
1
Silicon Valley Community Foundation
Report Guidelines
Reports are due to the community foundation according to the report schedule set forth in your Grant
Agreement. Please note that your grant agreement advises you that reports are required by Silicon
Valley Community Foundation, and that future grant requests will not be considered if a grantee has
failed to submit a required report. Please complete the section below, and acquire the nece ssary
signature. Return this page along with the final completed report to the community foundation.
Grantee Name: City of South San Francisco
Grant Amount: Up to $220,000.00
Grant Numbers: 2019-207867 & 2019-207869
Grant Period: July 1, 2019 to June 30, 2020
Purpose of the grant: for the Parks and Recreation Department to support high quality preschool and
inspiring summer programming that includes embedded family engagement practices that
support learning at home and reducing chronic absenteeism
Person completing this report: __________________________________________________________________
(Name, Title, Phone)
Mid-Year Progress Report Due: January 31, 2020
❑ Mid-Year Progress Report
❑ Success Story (Use attached Guidelines)
❑ Expenditure Report: Please provide a general ledger report of grant expenditures and how it
aligns with your approved budget. If your actual expenses were different than those anticipated,
please explain in the narrative column of the form and submit a budget revision request form.
Spending that does not align with your approved budget could make you ineligible for
future Big Lift grant awards.
❑ Cash Match Documentation (Must equal 10% of program costs)
Final Report Due: July 31, 2020
❑ Final Narrative Report
❑ Expenditure Report: Please provide a general ledger report of grant expenditures and how
expenditures align with your approved budget. If your actual expenses were different than those
anticipated, please explain in the narrative column of the form. Spending that does not align
with your approved budget could make you ineligible for future Big Lift grant awards.
❑ Success Story (Use attached guidelines)
__________________________________________ _____________________
Signature of Executive Director or President Date
Please return report to: thebiglift@siliconvalleycf.org
If you have any questions about completing this report, please do not hesitate to contact community
foundation staff at 650.450.5506.
EXHIBIT A
Page 5 of 18
Exhibit A: The Big Lift Terms and Conditions 2019
Subgrantee Progress Report
Subgrantee Organization: _________________________________________________
Reporting Period: __________________________________________________________
Contact Name: _____________________________________________________________
Email Address: ______________________________________________________________
Please provide a narrative for each of the questions below, referring to activities that have
occurred within this six month reporting period.
Please also attach your Scope of Work and describe progress to date in each program activity
(Including appropriate dates, numbers, and a description of your deliverables – bullet points
are fine)
Narrative questions:
1) Describe any significant successes and highlights during this reporting period
2) Describe any significant challenges
3) Describe partnership and collaboration activities of The Big Lift in your community
EXHIBIT A
Page 6 of 18
4) Describe how participating in The Big Lift has contributed to building capacity at your
organization
5) Submit at least two stories of a child and/or family who has benefited from The Big
Lift, and a digital photo for each if possible. Please adhere to the guidelines on the
following page.
Story 1:
EXHIBIT A
Page 7 of 18
Story 2:
EXHIBIT A
Page 8 of 18
Success Story Guidelines
The purpose of obtaining Success Stories is to communicate the impact of your work advanced by
Big Lift funding.
Please provide, in total, two of the following (can be one of each type or two of the same):
Family/Child Success Stories:
These are stories about positive outcomes told from the parent’s perspective. Whenever possible,
these should be crafted by the parents themselves. If any of your parents are willing to use their real
names, please ask them to complete the Parents as Story Tellers Form (can be made available to you
as needed). Otherwise, you may tell the story from your perspective, utilizing the questions provided
below.
Grantee/Provider Success Story:
These are stories told from the Grantee’s or Service Provider’s perspective and focus on the staff
efforts that supported the client’s success. We are interested in hearing the untold stories of how
your staff went above and beyond to give your clients the best services possible.
REQUIRED SUCCESS STORY ELEMENTS
• For Family/Child Stories focus on clients whose situations were significantly, positively impacted by
the funded service/program.
• For Grantee/Provider Stores, focus on staff efforts that enabled the client to succeed, such as how
staff work improved the service delivery, better coordinated care, or overcame barriers, etc.
• Whenever possible have the family tell their own story
• Include a quote whenever possible to strengthen the story
• Change the name/s of the clients in your story if confidentiality is of concern
SUCCESS STORY QUESTIONS
The following questions are designed to help you tell your Success Story. You do not have to answer
all the questions; they are meant to be thought provoking and help frame your story.
1. What was the family/client’s crisis or problem?
2. What challenges were present that exacerbated the situation/what barriers did your client fa ce?
3. What actions did your client take prior to contacting you that still didn’t yield results?
4. What services did you provide to your client and how did they make a difference?
5. How did your program respect the client’s culture, customs, language an d strengths?
6. What agencies did you collaborate with in order to provide the best services possible?
7. As a service provider, how do you feel when your services have a positive effect?
8. What systemic issues did you face and how did you overcome them?
9. What was the final outcome for your client/what ended up happening
EXHIBIT A
Page 9 of 18
Exhibit A: The Big Lift Terms and Conditions 2019
Exhibit A
Terms and Conditions 201 9-20
EXHIBIT A
Page 10 of 18
Exhibit A: The Big Lift Terms and Conditions 2019-20
Table of Contents
I. Introduction ............................................................................................... Error! Bookmark not defined.
III. Programmatic Terms and Conditions ................................................... Error! Bookmark not defined.
a. Definitions and Roles ............................................................................ Error! Bookmark not defined.
c. Programmatic Compliance .................................................................. Error! Bookmark not defined.
d. Family Eligibility ..................................................................................... Error! Bookmark not defined.
e. Programmatic Amendments ............................................................... Error! Bookmark not defined.
f. Progress Reports .................................................................................... Error! Bookmark not defined.
IV. Fiscal Terms and Conditions ................................................................... Error! Bookmark not defined.
a. Fiscal Compliance .................................................................................. Error! Bookmark not defined.
c. Direct Costs Priority .............................................................................. Error! Bookmark not defined.
g. Supplantation ........................................................................................ Error! Bookmark not defined.
h. Matching Requirements ....................................................................... Error! Bookmark not defined.
i. Program Income ..................................................................................... Error! Bookmark not defined.
j. Budgets and Budget Amendments ..................................................... Error! Bookmark not defined.
V. Reporting Requirements .......................................................................... Error! Bookmark not defined.
a. Programmatic Reporting ...................................................................... Error! Bookmark not defined.
b. Fiscal Reporting ..................................................................................... Error! Bookmark not defined.
EXHIBIT A
Page 11 of 18
Exhibit A: The Big Lift Terms and Conditions 2019-20
I. Introduction
The Big Lift is a collective impact approach where school districts partner with nonprofit preschool programs
and community-based agencies to work toward the long-term goal of third grade reading success. This
collaborative is led by three agencies – Silicon Valley Community Foundation (SVCF), the San Mateo County
Office of Education (SMCOE) and the County of San Mateo, and funding for this grant is made available
through San Mateo County Measure K tax dollars..
There are five conditions that, together, lead to meaningful results from collective impact and that are
integral to The Big Lift’s approach: a shared vision for change or common agenda, shared measurement,
mutually reinforcing activities, continuous communication and backbone support. To achieve this ambitious
goal, The Big Lift has committed to advancing the national Campaign for Grade-Level Reading framework,
which specifies the following evidence-based interventions, or “four pillars”:
1) A comprehensive school readiness strategy focused on high-quality preschool for 3- and 4-year-olds,
leading to an aligned and sequenced set of high-quality learning experiences in kindergarten through
third grade;
2) A focus on reducing chronic absence in the early grades, based on research about the importance of
attendance in the early years to improving academic outcomes;
3) Development of inspiring summer learning opportunities that enable children to maintain their
academic and developmental gains from high-quality preschool throughout the early grades; and
4) Strengthening family and community engagement through investments i n strategies that support
meaningful partnerships between families and schools.
Grantees of these funds will be expected to participate in all aspects of The Big Lift, to support the
implementation of all four of the above pillars, to work collaborativel y with SVCF, SMCOE and the County of
San Mateo and to be active partners in leading this change effort.
More information about The Big Lift can be found at www.thebiglift.org.
SVCF reserves the right, at any time, to terminate grants with grantees that are not in compliance
with the requirements set forth in The Big Lift Terms and Conditions.
III. Programmatic Terms and Conditions
a. Definitions and Roles
Intermediary: The Silicon Valley Community Foundation (SVCF) is the intermediary entity for the for the Big
Lift award. SVCF is responsible for ensuring that the award meets all applicable regulations, statutes and
administrative authorities, in conformance with the approved application. Co-Lead: The entities that are
responsible for coordinating and collaborating with organizations in their communities to perform the
activities of the Big Lift award are “co-lead” entities. The co-lead is expected to provide leadership to The Big
Lift collaborative and ensure that activities are aligned and that the community is making steady progress
towards third grade reading proficiency. The Co-Lead agency may also be a grantee providing direct service
(see definition below).
Grantee: Any entity that receives a Big Lift grant award to provide a direct service is a “grantee” and is
accountable to SVCF for the use of funds provided. Each grantee is expected to work collaboratively with its
EXHIBIT A
Page 12 of 18
Exhibit A: The Big Lift Terms and Conditions 2019-20
co-lead agency(ies) to carry out the work outlined in its grant agreement, scope of work and budget.
c. Programmatic Compliance
By entering into a grant agreement, the grantee has agreed to participate and contribute to the larger Big Lift
community collaborative, to support progress on all four pill ars of The Big Lift and to comply with the
following:
Eligibility. Big Lift eligible communities are defined by school district boundaries and include: Bayshore,
Brisbane, Cabrillo, Jefferson Elementary, La Honda-Pescadero, Pacifica, Ravenswood, Redwood City, San
Bruno Park, San Mateo-Foster City and South San Francisco. Big Lift preschool classrooms will be required to
meet and maintain a Tier 3 or higher rating on the San Mateo County Quality Rating and Improvement
System (QRIS).
Licensure in good standing. Preschool grantees must have a license to operate preschool facilities and
must ensure that licensed sites are in good standing with Community Care Licensing.
Involvement in evaluation efforts. Grantees must participate in evaluation efforts led by SVCF, SMCOE and
the designated external evaluator, which may include participating in surveys, focus groups, interviews,
assessments and/or classroom observations. Grantees will not be required to conduct their own evaluation
but will be expected to collect and provide access to information as outlined in their scope of work and as
necessary. This will include, but not be limited to: timely reporting of required data in the designated data
system, conducting twice a year observational assessments using a valid and reliable child assessment tool,
and making progress toward conducting a developmental screening on each child in a Big Lift-funded
classroom using an approved tool.
Compliance with grantee monitoring activities. Monitoring activities include, but are not limited to, site
visits by SVCF or San Mateo County staff, progress reports on implementation of goals and objectives, and
submission of financial records, as required by SVCF. SVCF will conduct both in-person site visits and
occasional desk reviews of grantees throughout the course of the grant to ensure compliance with these
Terms and Conditions. Grantees are required to address all site visit or desk revie w report findings by the
deadline as set forth by SVCF.
State and other federal funding compliance. Grantees must maintain compliance with other funding
sources. Grantees receiving Title 5 or Head Start funds must maintain good standing with the Californ ia
Department of Education/Child Development Division and/or the Administration for Children and Families.
Failure to do so may jeopardize Big Lift funding.
Timely reporting. SVCF will track and monitor timely and accurate submissions of data, progress r eports
and requests for reimbursement, and efforts will be made to correct and implement improvements to any
areas of concern identified at a site visit or at any other point during the grant cycle. Patterns of late and/or
inaccurate reporting as well as minimal or no effort to improve compliance with these Terms and Conditions
will be taken into consideration when making future funding recommendations, and in egregious cases may
affect continued funding for the current grant year.
Utilization of The Big Lift name and logo. Grantees must use The Big Lift name and logo on all public
facing materials, signs, banners, press releases, social media, and publications related to their Big Lift
program.
EXHIBIT A
Page 13 of 18
Exhibit A: The Big Lift Terms and Conditions 2019-20
The Big Lift logo can be found here.
Communication collaboration. Grantees must participate in The Big Lift’s efforts to disseminate
information about Big Lift program(s) and The Big Lift through social media and other communication
channels. This includes obtaining photo releases to be provided to SVCF for the purposes of communicating
information about The Big Lift, when applicable, through social media, publications, reports, etc.
Prohibited Program Activities. While charging time to this Award, grantees may not engage in the following
activities:
1. Attempting to influence legislation.
2. Organizing or engaging in protests, petitions, boycotts, or strikes.
3. Assisting, promoting or deterring union organizing.
4. Impairing existing contracts for services or collective bargaining agreements.
5. Engaging in partisan political activities or other activities designed to influence the outcome of an
election to any public office.
6. Conducting a voter registration drive or using Big Lift funds to conduct a voter registration drive.
7. Participating in, or endorsing, events or activities that is likely to include advocacy fo r or against
political parties, political platforms, political candidates, proposed legislation, or elected Officers.
8. Engaging in religious instruction; conducting worship services; providing instruction as part of a
program that includes mandatory religious instruction or worship; constructing or operating facilities
devoted to religious instruction or worship; maintaining facilities primarily or inherently devoted to
religious instruction or worship; or engaging in any form of religious proselytization.
9. Providing a direct benefit to:
a. A for-profit entity;
b. A labor union;
c. A partisan political organization;
d. An organization engaged in the religious activities described in the preceding sub clause;
unless funds are not used to support the religious activities; or
e. A nonprofit entity that fails to comply with the restrictions contained in section(c)(3) of U.S.C.
Title 26.
10. Providing abortion services or referrals for receipt of such services.
11. Grant funds may not be used for international travel or projects where the primary beneficiaries of
an activity are outside of the United States
12. Such other activities as the Big Lift may prohibit
Individuals my exercise their rights as private citizens and may participate in the above activities on their own
initiative, on non-Big Lift time, and using non-Big Lift (or matching) funds.
d. Family Eligibility
The Big Lift strives for a diversity of income levels to be represented within classrooms, while giving overall
priority for new spaces to low-income families. The goal is to increase accessibility for low - and middle-
income families. The Big Lift’s definition of low-income households is those earning 80 percent of San Mateo
County’s most current median income. The Big Lift programs are required to enroll only children whose
family income meets this definition.
The Big Lift uses HUD income guidelines to establish eligibility. Income guidelines for 2018 are as follows:
EXHIBIT A
Page 14 of 18
Exhibit A: The Big Lift Terms and Conditions 2019-20
Family size of 2: $103,350 annually or $8,612.50 monthly
Family size of 3: $116,250 annually or $9,687.50 monthly
Family size of 4: $129,150 annually or $10,762.50 monthly
Family size of 5: $139,500 annually or $11,625 monthly
e. Programmatic Amendments
The scope of work outlined in the grant award details the activities to be carried out and goals to be
accomplished over the course of the contractual period. Grantees are required to obtain written approval
from SVCF before making any changes to the scope, objectives or goals of their program, wheth er or
not a budgetary change is involved.
SVCF must also be notified if the Executive Director, Program or Fiscal Contact is changed to ensure contact
information is updated, regardless of whether or not the individual(s) are on the approved budget.
See the Budgets and Budget Amendments section for more information on changes that require a formal
budget amendment.
f. Progress Reports
Grantees will be required to submit twice -yearly narrative reports that describe progress toward meeting
identified goals from the approved scope of work and success and challenges in implementing their Big Lift -
funded program. Grantees will also be asked to share interesting or inspiring stories and anecdotes that
reflect the value of their program. These stories will be shared with San Mateo County and other interested
parties, and may be disseminated and/or published via The Big Lift’s social media channels and The Big Lift
reports.
IV. Fiscal Terms and Conditions
a. Fiscal Compliance
The grantee agrees to account for its grant funds, and meet reasonable fiscal and administrative
requirements, as described below. The grantee further agrees to establish fiscal control and fund accounting
procedures which meet minimum requirements of these Terms and Conditions. Accounting procedures
should be established and those procedures must provide for an accurate and timely recording of receipt of
funds by source, of expenditures made from such funds, and of unexpended balances.
Budgets are approved on an annual basis and grantees cannot “rollover” funds between grant periods.
Unexpended balances must either be paid back at the end of the grant period, or will reduce a grantee’s
subsequent annual grant payment by the unexpended balance from the previous grant period (i.e. if there is
unexpended balance of $5,000 from FY 2018-19, the FY 2019-20 award for the grantee will be reduced by
$10,000).
These requirements and all provisions in these Terms and Conditions are also applicable to all matc hing
funds for this federal award, the details for which are outlined below under Matching Requirements.
c. Direct Costs Priority
Grantees must allocate at least 90% of their total Big Lift budget to providi ng direct services to children,
EXHIBIT A
Page 15 of 18
Exhibit A: The Big Lift Terms and Conditions 2019-20
parents and/or providers. The Big Lift award is not intended to defray administrative costs 1 within an
organization, and funding requests to pay for direct service activities will be given priority over requests for
related administrative costs. When other sources of support are not available for these costs, no more than
10% of the total Big Lift budget can be allocated toward administrative costs.
g. Supplantation
Funds must be used to supplement and not to supplant funds that have been appropriated for the same
purpose. Therefore, awarded funds cannot be used to supplant - or replace - existing state and local funds
already allocated for the same purpose.
In addition, these grant funds should not be used to purchase items or services that would otherwise be
purchased with the grantees own funds for this project. Expenditure of funds for the acquisition of new
equipment or services, when equipment and/or personnel required for the successful execution of projects
are already available, or budgeted for within the grantee organization, will be considered supplanting and will
be disallowed.
It will be expected of Big Lift grantees, however, to pursue other sources of funding where applicable. For
example, state preschools, when eligible, should apply for additional funding when it comes available for the
expansion of new spaces.
h. Matching Requirements
Grantees agree to provide a 10% cash match and a 10% in-kind match of total Big Lift program expenses.
Cash Match vs. In-kind Match
Cash match includes unrestricted funding or new grant awards spent for program-related costs. They
cannot be previously obligated funding that is redirected for purposes of meetin g this match
requirement. Possible sources of cash match include (but are not limited to): private or philanthropic
grants or contributions, federal, state or local government grants or contracts for supportive services, or
state or local government rent subsidy programs.
In-kind match includes, but is not limited to, the valuation of in-kind real property, equipment, supplies,
services, and other expendable property. “In-kind” is the value of something received or provided that
does not have a cost associated with it. For example, if in-kind match is permitted by law (other than cash
payments), the fair market value of donated services/office space could be used to comply with the in -
kind match requirement. Also, third party in-kind contributions may count toward satisfying match
requirements provided the Grantee receiving the contributions expends them as allowable costs.
All matching funds, provided by the grantee must be tracked accordingly. SVCF and SMCOE will work with
grantees to ensure compliance with this requirement. Grantees must maintain an audit trail for all matching
contributions, whether cash or in-kind, and all supporting documentation must be maintained and made
1 Administrative costs are defined as activities that do not provide a direct benefit to children, parents or providers, and include any
allowance for indirect costs and audits, as well as general administration and expenses.
EXHIBIT A
Page 16 of 18
Exhibit A: The Big Lift Terms and Conditions 2019-20
available for review and monitoring by SVCF. The matching requirement amounts will be tracked on an on-
going basis, but must be fully expended within 12 months from the start of the award period.
i. Program Income
Grantees that choose to charge fees must use The Big Lift Family Fee Scale. Income generated from family
fees may not be used as match for The Big Lift.
j. Budgets and Budget Amendments
Grantees may not begin to incur costs for a program until the budget has been approved by SVCF, referred
to as the “original budget” or the “originally approved budget,” and included as part of the grantees contract.
Any deviations from this originally approved budget are required to be reported to SVCF, and, in some cases,
may require prior approval and a formal budget amendment before such changes can be made and costs
incurred.
Budget Revisions will be needed when:
• A new position is added that is not listed in the approved budget (This excludes the addition of substitute
teacher expenses; given the teacher shortage in the region changes between teaching and substitute
teaching expenses will not require a budget revision).
• Personnel and benefit total is 10% over approved budget line-item amount
• Operating expenses: any change that is 10% over a budget line -item or is a new line-item that was not listed
in the approved budget.
All changes must be reported to SVCF within two weeks of the time the grantee/program director is notified
of the change, in writing via e-mail. Any submission beyond two weeks from the change date may impact the
possibility of it being deemed an allowable program expense and will be subject to SVCF approval.
When requesting approval for budget revisions, the grantee must use the SVCF -approved form for budget
requests, to be submitted via e-mail to SVCF along with a written explanation for the requested change(s).
SVCF will review the request and notify the grantee whether or not the budget revisions have been approved.
SVCF will not consider any budget revision requests submitted three months prior to end of the grant period.
The last day to submit a budget revision for the FY 19/20 grant period will be March 31, 2020.
V. Reporting Requirements
a. Programmatic Reporting
Programmatic Changes
As stated above in Programmatic Amendments, any changes to the scope, objectives or goals of the program
must be submitted to SVCF and require prior approval before changes are to be made. Changes to staffing of
the program must be reported to SVCF in writing within two weeks of knowledge of the c hange (in order to
ensure timely payment of affected invoices).
Progress Reports Due Twice Per Year
Twice annually, on January 31 and July 30, Big Lift grantees must submit progress reports:
1. A narrative report using The Big Lift Progress Report Template and an updated scope of work will be
collected.
EXHIBIT A
Page 17 of 18
Exhibit A: The Big Lift Terms and Conditions 2019-20
Twice Per Year
January 31, 2020 July 31, 2020
Period: July 1 – December 31, 2019 Due: January 31, 2020
Period: January 1 – June 30, 2020 Due: July 31, 2020
b. Fiscal Reporting
Grant Period: 7/1/2019 – 6/30/2020
Financial Reports due Semi-Annually with progress report
Budget Change
As stated above in Budgets and Budget Amendments, any major changes to the originally approved budget
must be submitted to SVCF and require prior approval before changes are to be made. All other changes
must be reported to SVCF in writing as soon as possible (in order to ensure timely payment of affected
invoices).
Record Retention: As a grantee, it is important to maintain financial records, supporting documents, and all
other records pertinent to your award. Grantees must retain all financial books, documents, papers and
records directly related to this Agreement for a period of three (3) years after SVCF makes its final
disbursement.
EXHIBIT A
Page 18 of 18
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:19-604 Agenda Date:11/25/2019
Version:1 Item #:6.
Report regarding approval of the First Amendment to an Exclusive Negotiating Rights Agreement with
Ensemble Investments for a proposed hotel development at Oyster Point.(Ernesto Lucero,Economic
Development Coordinator)
Staff recommends that the City Council authorize the City Manager to execute the First Amendment to the
Exclusive Negotiating Rights Agreement with Ensemble Investments.
BACKGROUND
On March 23,2011,a Disposition and Development Agreement (“DDA”)was executed between Oyster Point
Ventures and the City.The DDA and subsequently approved Oyster Point Specific Plan (“Specific Plan”)
identified a 4.7 acre,City-owned parcel as an opportunity site for the development of an upscale hotel.The
Specific Plan provided preliminary entitlements for up to 350 hotel rooms and 40,000 square feet of retail
amenities on the site.The site (Attachment 1)is ideal for a high quality hotel as it features waterfront views,is
located just steps from the South San Francisco Ferry Terminal,and is within close proximity of the City’s
biotech cluster and San Francisco International Airport.
Through an extensive developer solicitation and selection process,the City selected Ensemble Investments
(“Ensemble”)as the preferred developer for the project.On April 11,2018,the City Council approved a
resolution authorizing the City Manager to enter into an Exclusive Negotiating Rights Agreement (“ENRA”)
with Ensemble to begin negotiating on a proposed hotel development on the City-owned parcel in Oyster Point.
The agreement was subsequently executed on May 4, 2018.
DISCUSSION
As noted above,the City and Ensemble entered into an ENRA on May 4,2018.The period of exclusivity ended
on May 7,2019,having exhausted all possible administrative extensions.Nevertheless,the City and Ensemble
continued to negotiate consistent with the terms of the ENRA and to proceed with actions that would further the
potential project,including appraising the property and evaluating environmental considerations.The City was
not approached by any other potential buyers during that period.Based on the negotiations,the City and
Ensemble are now prepared to amend the ENRA to reflect the results of the negotiations that have been
ongoing.
The proposed amendment of the ENRA includes a $10,000 payment by Ensemble to the City and would
provide an additional six months of exclusivity,to continue working with the City on a feasible deal.
Milestones in the ENRA include the negotiation of a disposition agreement,the application of a Precise Plan to
commence entitlements,and the continued refinement of business terms.The First Amendment to the ENRA
also would allow for two additional administrative extensions for 90 days each,at a cost of $25,000 per
City of South San Francisco Printed on 1/14/2020Page 1 of 2
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File #:19-604 Agenda Date:11/25/2019
Version:1 Item #:6.
also would allow for two additional administrative extensions for 90 days each,at a cost of $25,000 per
extension.
CONCLUSION
The approval of the resolution will amend the ENRA between the City and Ensemble,allowing Ensemble to
continue working with the City on the further development of the hotel for an additional six months,and allow
both parties to begin negotiating a disposition agreement by the end of the exclusivity period.If the project is
feasible and parties can come to an agreement,a disposition agreement would come before the City Council for
consideration of approval.
Attachments:
1.Site Map
City of South San Francisco Printed on 1/14/2020Page 2 of 2
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142\VWHU3RLQW 6SHFL¿F3ODQ$SSHQGL['HVLJQ*XLGHOLQHVSection 2 352326(''(9(/230(17February 23, 2011N3URSRVHG'HYHORSPHQW3URJUDP7KHSURSRVHGUHGHYHORSPHQWLQWKH2\VWHU3RLQW6SHFL¿F3ODQ'LVWULFWZLOOHQWDLODWRWDODUHDRIDSSUR[LPDWHO\DFUHVORFDWHGDWWKHHDVWHUQHQGRI2\VWHU3RLQW%RXOHYDUGLQ6RXWK6DQ)UDQFLVFR&DOLIRUQLD7KHUHGHYHORSPHQWLVLQWHQGHGWRLQFOXGH $QHZFRUSRUDWHFDPSXVZKLFKZLOOLQFOXGHRI¿FHUHVHDUFKDQGGHYHORSPHQW 5 ' EXLOGLQJVVWUXFWXUHGSDUNLQJDQGDFFHVVRU\XVHVDWWKHZHVWHUQSRUWLRQVRIWKHVLWH $VLWHWRDFFRPPRGDWHDIXWXUHKRWHOUHVWDXUDQWDQGRUUHWDLOnear the new Ferry TerminalPublic Open Space and Bay Trail ImprovementsMarina and Ferry Terminal serving amenities including parking, VKXWWOHGURSRIIDUHDVDQGZDWHUVLGHLPSURYHPHQWVTogether, these development components are described as the “Project.” The Project is intended to be developed in phases, as GHVFULEHGLQ6HFWLRQ ,PSOHPHQWDWLRQ 500’OpenSpace2I¿FH5 'Phase IOpen Space Future Hotel Site2I¿FH5 '3KDVH,92I¿FH5 'Phase III2I¿FH5 'Phase IIFerryTerminal
15Section 2 352326(''(9(/230(172\VWHU3RLQW 6SHFL¿F3ODQ$SSHQGL['HVLJQ*XLGHOLQHVFebruary 23, 2011ExistingParkingExistingBoatRampShuttle Bus Turn-around/ Drop-off at FerryFerryTerminalMarinaBlvdOysterPointBlvdReconfiguredParkingProposed Land UsesN500’/(*(1'2I¿FH5 '&DPSXVFuture Hotel SiteOpen Space/Bay Trail ImprovementsRecreation/Open SpaceProposed StreetsFuture Bay Trail Improvements([LVWLQJ%D\7UDLO%LNH3DWK1RWin ScopeBay trail
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:19-621 Agenda Date:11/25/2019
Version:1 Item #:6a.
Resolution approving the First Amendment to the Exclusive Negotiating Rights Agreement between Ensemble
Investments and the City for a proposed hotel development at Oyster Point.
WHEREAS,the City is the owner of certain real property (the “Property”)located in the City of South San
Francisco,California,known as County Assessor’s Parcel Number (“APN”)015-010-600,and more
particularly shown as Parcel 6 on Parcel Map 17-0002 attached as Exhibit A;and
WHEREAS,on March 23,2011,the City Council approved the Oyster Point Specific Plan and certified the
Phase 1 Project Environmental Impact Report which,among other things,planned for and analyzed the
potential environmental impacts of developing a new,full-service hotel with up to 350 rooms and 40,000
square feet of retail uses on the Property; and
WHEREAS,a Disposition and Development Agreement (“DDA”)was executed on March 23,2011,between
Oyster Point Ventures,LLC,the South San Francisco Redevelopment Agency,and the City of South San
Francisco for the master development of Oyster Point,including the potential development of a hotel on the
Property; and
WHEREAS,the DDA requires Kilroy Realty (“Kilroy”),to perform certain site work,grading,and installation
of infrastructure to prepare for the Hotel Site for development; and
WHEREAS,in 2018,the City selected Ensemble Investments (“Ensemble”)as the preferred developer for the
project and authorized the City Manager to execute an ENRA with Ensemble, attached as Exhibit B; and
WHEREAS,Ensemble anticipates expending funds to prepare architectural and design drawings and conduct
certain studies that are needed to assess the feasibility of the development of the Property,and therefore
requires additional time to grant exclusive negotiating rights in order to be willing to make such expenditures;
and
WHEREAS,the City and Ensemble entered into an ENRA on May 4,2018.The period of exclusivity ended on
May 7,2019,having exhausted all possible administrative extensions.Subsequently,the City and Ensemble
continued to negotiate consistent with the terms of the ENRA and to proceed with actions that would further the
potential project,including appraising the property and evaluating environmental considerations.The City was
not approached by any other potential buyers during that period.Based on the negotiations,the City and
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File #:19-621 Agenda Date:11/25/2019
Version:1 Item #:6a.
not approached by any other potential buyers during that period.Based on the negotiations,the City and
Ensemble are now prepared to amend the ENRA to reflect the results of the negotiations that have been
ongoing.Ensemble and the City wishs to continue negotiations on the project in an exclusive manner and
propose to amend the ENRA consistent with those wishes.
NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of South San Francisco that the City
Council hereby:
1.Authorizes the City Manager to execute the First Amendment to the Exclusive Negotiating Rights
Agreement with Ensemble Investments (First Amendment),attached as Exhibit C,on behalf of the City
in substantially the same form as attached hereto;to make any revisions,amendments,corrections and
modifications to the First Amendment,subject to the approval of the City Attorney,deemed necessary to
carry out the intent of this Resolution and which do not materially alter or increase the City’s
obligations thereunder; and
2.Authorizes the City Manager to take any other related actions consistent with the intention of the
resolution.
*****
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FIRST AMENDMENT TO EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT
This First Amendment to the Exclusive Negotiating Rights Agreement (this
“First Amendment”) is made effective as of _________________, 2019 (“Effective
Date”) by and between the CITY OF SOUTH SAN FRANCISCO, a municipal
corporation (“City”), and ENSEMBLE INVESTMENTS, LLC, a California Limited
Liability Company (“Developer”), dated as of (the “Effective Date”). City
and Developer are each referred to as (“Party”) or collectively referred to as the
(“Parties”).
RECITALS
WHEREAS, the City is the owner of certain real property (the “Property”)
located in the City of South San Francisco, California, known as County Assessor’s
Parcel Number (“APN”) 015-010-600, and more particularly shown as Parcel 6 on Parcel
Map 17-0002 recorded on September 25, 2017, attached hereto as Exhibit A to the
Exclusive Negotiating Rights Agreement (“ENRA”), and incorporated herein by this
reference; and,
WHEREAS, at its meeting on April 11, 2018 the City approved an ENRA with
Developer and directed staff to commence negotiating the terms of the project
development and property disposition; and,
WHEREAS, the initially proposed development proposal, as described in Exhibit
B to the ENRA, included a development proposal which included a ground lease
transaction for ground-up construction of a 243 room full service upper upscale hotel
brand; and,
WHEREAS, in order to attract additional capital interest into the project,
Developer is proposing to modify the development proposal, attached hereto as Exhibit B
of this Amendment, and extend the duration of time of the ENRA for an additional six
months after the Amendment effective date; and,
WHEREAS, City and Developer now desire to amend certain provisions of the
ENRA, as set forth herein.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and incorporating all of the above as
though set forth in full herein and in consideration of all the recitals, conditions and
agreements contained herein, the parties agree to amend the ENRA as follows:
1. Amendment to ENRA language. All references to LDDA in the ENRA
shall be revised to refer to a disposition agreement that is mutually acceptable to the
parties.
FIRST AMENDMENT TO ENRA
Page 2 of 7
2. Amendment to ENRA term. Section 3(a) of the ENRA is hereby deleted
in its entirety and replaced with the following:
a. The term of this Agreement (“Term”) commences on the Effective Date
of the Agreement, and will terminate six months after the effective date, or
________, 2019 unless extended or earlier terminated as provided herein.
3. Amendment to Deposit. Section 5(a) of the ENRA is hereby deleted in
its entirety and replaced with the following:
a. In consideration for the right to exclusively negotiate under this
Agreement, Developer has paid to City a deposit in the amount of One
Hundred Thousand Dollars ($100,000), which if a disposition agreement
is executed, the deposit will be credited toward the purchase price payable
under the final negotiated disposition agreement (“Deposit”). City has
deposited the Deposit in an interest bearing account of the City and any
interest, when received by City, will become part of the Deposit.
During the term of this Agreement, Developer will reimburse City for all
reasonable staff and City consultant time incurred in preparing the
disposition agreement, and any related documents for the disposition of
Hotel Site to Developer (“Payment”). City will continue to deposit the
Payment in an interest bearing account of City and any interest, when
received by City, will become part of the Payment. The Payment may be
drawn upon by City to reimburse staff, City Attorney, and City consultant
costs for preparing the disposition agreement and any related documents,
at their standard published hourly rates. Should the full amount of the
Payment be exhausted during the Term of this Agreement, City may
require the Developer to provide additional funds necessary to reimburse
staff and consultant costs expended in connection with preparation of the
disposition agreement and any related documents. Documentation of
City’s rate schedule for staff, staff time spent, and consultant costs will be
retained by City and provided to Developer upon request.
4. Additional Extension Payment. In consideration for the right to
exclusively negotiate during the term extension provided by this First Amendment, City
will require a non-reimbursable extension payment of $10,000.
a. Administrative Extension Payment. At the discretion of the City
Manager, the ENRA may approve up to two administrative extensions of
90 days each, for an amount of $25,000 per extension granted.
5. General Provisions. Each party hereto has received independent legal
advice from its attorneys with respect to the advisability of executing this First
Amendment and the meaning of the provisions hereof. The provisions of this First
FIRST AMENDMENT TO ENRA
Page 3 of 7
Amendment shall be construed as to the fair meaning and not for or against any party
based upon any attribution of such party as the sole source of the language in question.
Except as expressly amended pursuant to this First Amendment, the terms and provisions
of the Agreement shall remain unmodified and shall continue in full force and effect, and
Buyer and Seller hereby ratify and affirm all their respective rights and obligations under
the Agreement. Any capitalized terms not defined herein shall have the meaning ascribed
to them in the Agreement. In the event of any conflict between this First Amendment
and the Agreement, this First Amendment shall govern. The terms and provisions of this
First Amendment, together with the Agreement, shall constitute all of the terms and
provisions to which Buyer and Seller have agreed with respect to the transaction
governed hereby, and there are no other terms and provisions, oral or written, that apply
to the Agreement and/or the Property other than as set forth in the Agreement as modified
by this First Amendment. The provisions of this First Amendment shall apply to, be
binding upon, and inure to the benefit of the parties hereto and to their respective
successors and assigns. This First Amendment may be executed in multiple counterparts,
all of which shall constitute an original, and all of which together shall constitute a single
instrument. Counterparts of this First Amendment executed and delivered by facsimile,
email or other means of electronic delivery shall constitute originals for all purposes.
IN WITNESS WHEREOF, the parties have executed this First Amendment as
of the Effective Date.
SIGNATURES ON FOLLOWING PAGES.
FIRST AMENDMENT TO ENRA
Page 4 of 7
CITY
By: _______________________________
Mike Futrell
City Manager
ATTEST:
By: _______________________________
City Clerk
APPROVED AS TO FORM:
By: _______________________________
City Attorney
DEVELOPER
By: _______________________________
APPROVED AS TO FORM:
By: _______________________________
Counsel for Ensemble Investments
FIRST AMENDMENT TO ENRA
Page 5 of 7
Exhibit A
Property
FIRST AMENDMENT TO ENRA
Page 6 of 7
Exhibit B
REVISED DEVELOPMENT PROPOSAL
Type of land use agreement Development Agreement, with a fee simple
sale
Proposed land cost TBD
Extension Payment $10,000
Duration of Extension 6 months
Administrative Extensions 2 administrative extensions of 90 days
each, at a cost of $25,000 each
Development Type Ground-up construction hotel
Hotel Brand Full service, upper upscale or upscale hotel
with:
Complimentary services for hotel
guests and the public, which may
include restaurants, cafes, day spas,
and similar
Meeting and conference space
Nationally-recognized brand with
competitive travel rewards program
Customizable design like other
upper upscale or upscale hotel
brands
Proposed Height of Hotel 9 floors
Proposed Number of Rooms One full service hotel with 341 rooms
Proposed Food and Beverage Not less than 4,000 SF
Proposed Meeting Space Not less than 11,500 SF
Proposed Project Amenities Common area and open space of no less
than 1.5 acres
FIRST AMENDMENT TO ENRA
Page 7 of 7
Parking TBD
Performance Milestones for:
Negotiation of a Development
Agreement
Developer will apply for a Precise
Plan, pursuant to the Oyster Point
Specific Plan and DDA
Pursue project entitlement
Master Schedule
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:19-900 Agenda Date:11/25/2019
Version:1 Item #:7.
Report regarding a resolution approving budget amendment number 20.023 amending the Fire Department
operating budget in the amount of $175,983 to fund two contract hourly Safety Inspector positions.(Jesus
Magallanes, Fire Chief)
RECOMMENDATION
Report regarding a resolution approving budget amendment number 20.023 amending the Fire Department
operating budget in the amount of $ 175,983 to fund two contract hourly Safety Inspector positions.
BACKGROUND/DISCUSSION
For the past several years,the Fire Department has been working to complete internal reviews of its operational
divisions.One of these divisions is Fire Prevention.Completing a comprehensive analysis of workload in this
division was difficult due to software limitations,an unclear understanding of the building inventory within the
City, and the inclusion of Code Enforcement complicating time-on-task review.
With the transition of Code Enforcement to Public Works,it has become easier to analyze productivity of the
personnel assigned to the Fire Prevention division.Coupling this analysis with work done to validate the
number of businesses and occupancy types within the City,has allowed us to use our data and industry
produced tables to gain a better understanding of our capacity and workload.
The attached analysis covers the full spectrum of responsibilities,the time it takes to complete these tasks,the
number and type of tasks,fees associated and personnel availability.The document uses internal data from
fiscal year 2018-19,as well as the Standard on Organization and Deployment of Fire Prevention Inspection and
Code Enforcement,Plan Review,Investigation,and Public Education Operations National Fire Protection
Agency 1730, 2019.
Compiling all of this data gives a total Fire Prevention workload demand of 10,509.5 hours (Table 9).The
division is then broken down into number and type of personnel,including the fiscal year 2020-21 approved
Deputy Fire Marshal position.Each position is analyzed to find a total availability of 7,466 hours (Table 10).
This estimates 3,043 hours of remaining work to complete all the Fire Prevention division responsibilities.
By analyzing our data,we found that an inspector can complete an average of five inspections a day.Using the
Master Fee Schedule,a minimum average inspection fee is $234 (Table 11).Assuming the lowest availability of
1,365 hours per year,we realize that this inspector would be available 170 days.Completing a rate of five
inspections per day,at an average of $234 per inspection,would generate $198,900 a year per inspector (Table
12).Learning that there is a 3,043 hour deficiency (Table 10),Fire Prevention would require two contract
hourly Safety Inspectors to complete the remaining workload.
FISCAL IMPACT
The approval of two contract hourly Safety Inspectors results in an increase of approximately $175,983
annually in salary and benefits costs to the Fire Department Operating Budget.These funds will come from the
City’s General Fund, but will be offset through fees collected for Fire Prevention activities.
City of South San Francisco Printed on 12/3/2019Page 1 of 2
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File #:19-900 Agenda Date:11/25/2019
Version:1 Item #:7.
RELATIONSHIP TO STRATEGIC PLAN
This request furthers Strategic Plan Initiative 3.1,Pursue financial stability to support City operations and
Initiative 4.2, Fire Life Safety.
CONCLUSION
Through the approval of this request,the department would improve the safety and service to the community.
Staff recommends that the City Council adopt a resolution approving budget amendment number 20.023
amending the Fire Department operating budget in the amount of $175,983 to fund two contract hourly Safety
Inspector positions.
Attachments:
2019 Fire Prevention Staff Analysis
City of South San Francisco Printed on 12/3/2019Page 2 of 2
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2019 Fire Prevention
Staff Analysis
Table of Contents
Table 1-TASK-TIME (BY HOUR) .............................................................................................................. 2
Table 2-PERSONNEL TASK HOURS ........................................................................................................ 3
Table 3-PERSONNEL INSPECTION TIME (BY HOUR) .......................................................................... 4
Table 4-PERSONNEL INSPECTION HOURS ........................................................................................... 6
Table 5-PLAN REVIEW-TIME (BY HOUR) .............................................................................................. 9
Table 6-PERSONNEL PLAN REVIEW HOURS ...................................................................................... 10
Table 7-PUBLIC EDUCATION-PERSONNEL HOURS .......................................................................... 11
Table 8-INVESTIGATIONS-PERSONNEL HOURS ............................................................................... 12
Table 9-PERSONNEL TOTAL DEMAND HOURS ................................................................................. 13
Table 10-PERSONNEL TOTAL AVAILABILITY HOURS .................................................................... 14
Table 11-AVERAGE FEE PER OCCPANCY TYPE ................................................................................ 15
Table 12-HOURLY SAFETY INSPECTOR .............................................................................................. 17
1 | Page
2019 Fire Prevention Staff Analysis
SCOPE OF SERVICES AND DUTIES FOR FIRE MARSHAL AND INSPECTORS
Occupancy inspections
Business license inspections
Fire plan review
Building permit plan review
Planning project plan review
Public education presentations
Planning project meetings
Fire investigations
Pre-construction meetings
Key box service
Company referral inspections
Vegetation management program
Complaint investigations
Planning Commission meetings
City Council Meetings
Car seat installations
Consultation meetings
Policy administration
Public Education Program management
Company Inspection Program management
Records Management
Training
The services listed above are a list of tasks and duties performed by the Fire Marshal and
Inspectors.
Administrative staff time is not included in this study
References:
Study utilizes internal data and industry information derived from 2019 “NFPA 1730
Standard on Organization and Deployment of Fire Prevention Inspection and Code
Enforcement, Plan Review, Investigation and Public Education Operations”
2 | Page
2019 Fire Prevention Staff Analysis
Table 1-TASK-TIME (BY HOUR)
Task Task
Time
Commute
Time Total
Time
Planning project meetings 1 1
Pre-construction meetings 2 2
Planning Commission meetings 1.5 0.5 2
City Council Meetings 2 0.5 2.5
Key box service 0.5 0.5 1
Project pre-application meetings 1.5 0.5 2
Car seat installation 1 1
Records management 1 1
Consultation meetings 1.5 1.5
Management coordination 1 1
Policy administration 1 1
San Mateo County FPO meetings 3 1 4
FP staff meetings 1 1
Company inspection program management 1 1
Command staff meetings 2.5 2.5
Captains meeting 2 2
Construction coordination meeting 1 0.5 1.5
Labor management meeting (2) 1 1
Bi-weekly Genentech meeting 1 0.5 1.5
TAG meetings 1 0.5 1.5
Traffic Advisory meeting 1 0.5 1.5
Vegetation management program 1 1
In house staff training 1 1
Fire Marshal
Safety Inspector All Staff (4)
Table 1 - The table above indicates an estimated time that each task may take to complete by the
Fire Marshal or Safety Inspector. The estimated task time and commute time is based on past
practice of performing each task and with guidance from NFPA 1730 table A.4.7.1(b)
3 | Page
2019 Fire Prevention Staff Analysis
Table 2-PERSONNEL TASK HOURS
Task # of
Tasks
Task
Time Total Time
for all
Tasks
Planning Project Meetings 15 1 15
Pre-Construction Meetings 12 2 24
Planning Commission Meetings 20 1.5 30
City Council Meetings 4 2.5 10
Key Box Service ** 35 0.5 17.5
Project Pre-Application Meetings 8 1.5 12
Car seat installation 25 1 25
Records Management 12 1 12
Consultation meetings 15 1.5 22.5
Management Coordination 120 1 120
Policy administration 24 1 24
San Mateo County FPO meetings 12 3 X 4 FP
PERSONNEL 144
FP Staff meetings 8 1 X 4 FP
PERSONNEL 32
Company Inspection Program management 10 1 10
Command staff meetings 12 2.5 30
Captains meeting 12 2 24
Construction Coordination meeting 24 1 24
Weekly Labor management meeting FM &
Insp. 45 2 X 2 FP
PERSONNEL 180
Bi-weekly Genentech Meeting 24 1 24
TAG meetings 12 1 12
Traffic Advisory Meeting 4 1 4
Vegetation management program 2 1 2
In house Staff Training 10 1 X 4 FP
PERSONNEL 40
Total time of all tasks performed in a year 799
Key box service has fee of $85.00 associated with this service
Fire Marshal
** Inspector
*** All Staff (4)
Table 2- The table above is an estimate of total task time combining task time data from Table 1
and the reviewing the number of tasks completed in the last year
4 | Page
2019 Fire Prevention Staff Analysis
Table 3-PERSONNEL INSPECTION TIME (BY HOUR)
Type of inspection Insp.
Time
Administration
Time
Commute
Time
Other
Time
Total
Time
Assemblies 1 0.5 0.5 2
Business 0.5 0.5 0.5 1.5
Schools 1.5 0.5 0.5 2.5
Group F occupancy
(Industrial) 1.5 0.5 0.5 2.5
Group I occupancy
(Health Care) 3 0.5 0.5 4
Mercantile 1.5 0.5 0.5 2.5
Apartment Bldgs. 1 0.5 0.5 2
Hotel/Motel 2 0.5 0.5 3
Residential Care 1.5 0.5 0.5 2.5
Restaurants 1 0.5 0.5 2
Large Family
Daycare 1 0.5 0.5 2
Warehouses (High
piled storage) 1.5 0.5 0.5 2.5
High Rise Buildings 6 1 0.5 7.5
Labs/Bio tech
Facilities 3 1 0.5 4.5
Group U ( parking
structures) 1 0.5 0.5 2
Company Referral 1 0.5 0.5 2
Business License site
clearance 0.5 0.5 0.5 1.5
Care Facility
Licensing Inspection 1 0.5 0.5 2
Auto repair/gas
stations 1.5 0.5 0.5 2.5
Construction Weld 1 0.25 0.5 1.75
Construction rough 1.5 0.5 0.5 2.5
Construction hydro 1 0.5 0.5 2
Construction final 1 0.5 0.5 2
Construction fire
alarm test 1.5 0.5 0.5 2.5
Construction - fire
pump 3 0.5 0.5 4
Underground rough 1 0.25 0.5 1.75
5 | Page
2019 Fire Prevention Staff Analysis
Type of inspection Insp.
Time
Administration
Time
Commute
Time
Other
Time
Total
Time
Underground Hydro 1 0.25 0.5 1.75
Underground flush 1.5 0.25 0.5 2.25
Construction -spray
booth 1 0.25 0.5 1.75
Construction - FP
building final 1 0.5 0.5 2
ERRC system
acceptance final 1 0.5 0.5 2
Kitchen hood
systems 1.5 0.5 0.5 2.5
Gaseous Agent
Systems 1.5 0.5 0.5 2.5
Pre-Action Systems 1.5 0.5 0.5 2.5
Emergency
Generator 1 0.25 0.5 1.75
Smoke Control
acceptance test 0.5 0.5
Special activity
permits 1 0.25 0.5 1.75
30% re-inspection
rate 1 0.25 0.5 1.75
Table 3- The table above estimates total time for inspections by type, derived from past history of
performing each inspection and with guidance from NFPA 1730 table C.2.2.(b)
6 | Page
2019 Fire Prevention Staff Analysis
Table 4-PERSONNEL INSPECTION HOURS
Occupancy Type
Total
number
each
occupancy
Total Time
Frequency
Total
Time
Required
by Occp.
Type
Average
inspection
fee/ occp
type
Average
annual fees
/ occp type
Assemblies 46 2 1 92 $409.00 $18,814.00
Business
inspection every
other year
442/2=221 221 1.5 0.5 331.5 $264.00 $58,344.00
Schools 18 2.5 1 45 $0.00 $0.00
Group F
occupancy
(Industrial) 115 2.5 1 287.5 $643.00 $73,945.00
Group I
occupancy
(Health Care) 1 4 1 4 $1,410.00 $1,410.00
Mercantile 51 2.5 1 127.5 $643.00 $32,793.00
Apartment Bldgs. 470 2 1 940 $322.00 $151,340.00
Hotel/Motel 35 3 1 105 $819.00 $28,665.00
Residential Care 74 2.5 1 185 $351.00 $25,974.00
Restaurants 119 2 1 238 $467.00 $55,573.00
Large Family
Daycare 24 2 1 48 $351.00 $8,424.00
Warehouses
(High piled
storage) 285 2.5 1 712.5 $819.00 $233,415.00
High Rise
Buildings 12 7.5 1 90 $817.00 $9,804.00
Labs/Bio tech
Facilities 161 4.5 1 724.5 $933.00 $150,213.00
Group U (
parking
structures) 15 2 1 30 $643.00 $9,645.00
Company
Referral 25 2 1 50 $264.00 $25,264.00
Business License
site clearance 166 1.5 1 249 $351.00 $58,266.00
Care Facility
Licensing
Inspection 20 2 1 40 $351.00 $7,020.00
7 | Page
2019 Fire Prevention Staff Analysis
Occupancy Type
Total
number
each
occupancy
Total Time
Frequency
Total
Time
Required
by Occp.
Type
Average
inspection
fee/ occp
type
Average
annual fees
/ occp type
Auto repair/gas
stations 119 2.5 1 297.5 $700.00 $83,300.00
30% re-inspection
rate 647 1.75 N/A 1132.25 $0.00 $0.00
Construction
Weld 36 1.75 N/A 63 N/A
Construction
rough 330 2.5 N/A 825 N/A
Construction
hydro 149 2 N/A 298 N/A
Construction final 311 2 N/A 622 N/A
Construction fire
alarm test 65 2.5 N/A 162.5 N/A
Construction - fire
pump 4 4 N/A 16 N/A
Underground
rough 34 1.75 N/A 59.5 N/A
Underground
Hydro 34 1.75 N/A 59.5 N/A
Underground
flush 26 2.25 N/A 58.5 N/A
Construction -
spray booth 5 1.75 N/A 8.75 N/A
Construction - FP
building final 48 2 N/A 96 N/A
ERRC system
acceptance final 7 2 N/A 14 N/A
Kitchen hood
systems 9 2.5 N/A 22.5 N/A
Gaseous Agent
Systems 2 2.5 N/A 5 N/A
Pre-Action
Systems 3 2.5 N/A 7.5 N/A
Emergency
Generator 6 1.75 N/A 10.5 N/A
Smoke Control
acceptance test 4 0.5 N/A 2 N/A
Special activity
permits 89 1.75 N/A 155.75 N/A
TOTALS 3370 8215.25
8 | Page
2019 Fire Prevention Staff Analysis
Occupancy Type
Total
number
each
occupancy
Total Time
Frequency
Total
Time
Required
by Occp.
Type
Average
inspection
fee/ occp
type
Average
annual fees
/ occp type
State mandated annual
inspection Percentage based on 2018-2019 re-inspection report Number of inspection derived from inspection report for fiscal year
2018-2019
Table 4-The table above is an estimate of total personnel inspection time by occupancy from
Table 3 multiplied by the number of occupancy types within the City or number of construction
inspection information for 2018-19. Some occupancy types have been multiplied further by the
average fee for that occupancy using the master fee information and associated permits as a
reference. First three construction inspections are built into the plan check permit fee.
9 | Page
2019 Fire Prevention Staff Analysis
Table 5-PLAN REVIEW-TIME (BY HOUR)
Plan Type Transpo
rt Time
Review
Time
Administrati
on Time
Consultati
on Time
Total
Time
Building permit - residential 0.5 0.25 0.75
Building permit -
commercial
1 0.5 1.5
Planning project - Minor
(res.)
1 0.25 1.25
Planning project - Major
(comm.)
3 0.25 1 4.25
Fire sprinkler permit -
residential
1 0.25 1.25
Fire sprinkler permit -
commercial
2 0.5 2.5
Fire alarm permit-
commercial
1.5 0.5 2
Fire Pumps 1 0.5 0.15 1.65
Underground fire supply
systems
1 0.25 1.25
Chem Suppression systems 1 0.25 1.25
ERRC systems 0.5 0.5
Other Fire protection
equipment
1 0.25 1.25
Revisions 1 0.25 1.25
Special Activity 1 0.25 1.25
WC3 & CSG plan review 0.5 0.5
AMMR reviews 1 0.25 1.25
Table 5- The table above is a review of time for each type of plan check and is determined by
NFPA 1730 tables: A.7.6.2 (a), and A.7.6.3 (a)
10 | Page
2019 Fire Prevention Staff Analysis
Table 6-PERSONNEL PLAN REVIEW HOURS
Plan Type Time # of
Reviews
Total Review Time
for Type
Building permit - residential 0.75 20 15
Building permit - commercial 1.5 195 292.5
Planning project - Minor (res.) 1.25 28 35
Planning project - Major (comm.) 4.25 32 136
Fire sprinkler permit - residential 1.25 9 11.25
Fire sprinkler permit - commercial 2.5 130 325
Fire alarm permit-commercial 2 135 270
Fire Pumps 1.65 1 1.65
Underground fire supply systems 1.25 20 25
Chem Suppression systems 1.25 11 13.75
ERRC systems 0.5 10 5
Other Fire protection equipment 1.25 4 5
Revisions 1.25 5 6.25
Special Activity 1.25 9 11.25
WC3 & CSG plan review (admin
time only)
0.5 15 7.5
AMMR reviews 1.25 5 6.25
TOTAL 629 1166.4 HOURS
Table 6-The table above is an estimate of total personnel Plan review time for each type.
It is determined by NFPA 1730 tables: A.7.6.2 (a), and A.7.6.3 (a), presented in Table 5
and multiplied by number of reviews completed in fiscal year 2018-2019.
*A plan check fee is charged for every plan submittal based on the valuation of the job.
11 | Page
2019 Fire Prevention Staff Analysis
Table 7-PUBLIC EDUCATION-PERSONNEL HOURS
Inspectors time
Program # Completed Time per Program # of
staff
Total
Time
FPW school presentations 11 4.0 3 132
Special Events - booths 6 5 2 60
Fire drills 3 3.5 1 10.5
Fire Marshal's time
Program Management
Fire prevention week/ school
presentations
30 30
Special Events - booths 10 10
Fire drills 3 3 TOTAL 245.5
12 | Page
2019 Fire Prevention Staff Analysis
Table 8-INVESTIGATIONS-PERSONNEL HOURS
Table 7 and Table 8- The tables above represents Inspector and Fire Marshal time spent on
public education and fire investigations. Data collected in fiscal year 2018-19
Task Time hrs.
Travel Time - Scene & Activities 1
On scene 4
Report Writing 3
Interviews 1
Telephone/emails 2
Data Entry 1
Data Search 1
Processing report 3
Filing 0.25
Administration 0.5
TOTAL 16.75
The estimated total time is derived from past history of performing each investigation and
with
guidance from NFPA 1730 Section 8.6.1.2
Total Total
time
Number of fire investigations performed by fire prevention
investigator for fiscal year 2018-2019
5 x 16.75 = 83.75
13 | Page
2019 Fire Prevention Staff Analysis
Table 9-PERSONNEL TOTAL DEMAND HOURS
Assignment Total hours Required
Tasks 799
Inspections 8215.25
Investigations 83.75
Plan Review 1166
Pub Ed Activities 245.5
TOTAL 10509.5
Table 9- The table above is an estimate of total Fire Prevention workload demand based on
previous tables using data from fiscal year 2018-19 and NFPA 1730
14 | Page
2019 Fire Prevention Staff Analysis
Table 10-PERSONNEL TOTAL AVAILABILITY HOURS
Fire
Marshal
Safety
Inspector
ll
Safety
Inspector l
Safety
Inspector l
Deputy Fire
Marshal 2020-2021
Annual Hours* 2080 2080 2080 2080 2080
Annual
Leave/Holiday**
344 344 224 184 184
Est. Sick Leave*** 80 80 80 80 80
Administrative
Leave ****
80 NA NA NA NA
Training***** 60 80 64 64 80
Sub Total 1516 1576 1712 1752 1736
10% uncertainty # 151 157 170 175 173
Total Available 1365 1419 1542 1577 1563
Total Combined
Staff Hours
7466
Total Demand
Hours
10509
Total staff
deficiency in
hours
3043 Based on average available staff hours and the deficiency hours,
an additional 2 positions would be needed to accomplish total
demand
** all holidays and vacation leaves amount based on MOU and years of service
*** standard Est sick leave referenced in NFPA 1730 table C.2.4
**** maximum amount use per MOU
***** Est. training required to maintain certifications and other mandated training.
# standard percentage of uncertainty referenced in NFPA 1730 table C.2.4
Table 10-This table is an estimate of all available personnel time, including budgeted Deputy
Fire Marshal position when nonproductive time like sick and vacation leave, holidays and
training are taken into account.
15 | Page
2019 Fire Prevention Staff Analysis
Table 11-AVERAGE FEE PER OCCPANCY TYPE
Occupancy Type
Total
number
each
occupancy
Total
Time Frequency
Average
inspection
fee/ occp
type
Assemblies 46 2 1 $409.00
Business inspection every other year
442/2=221 442 1.5 0.5 $264.00
Schools 18 2.5 1 $0.00
Group F occupancy (Industrial) 115 2.5 1 $643.00
Group I occupancy (Health Care) 1 4 1 $1,410.00
Mercantile 51 2.5 1 $643.00
Apartment Bldgs. 470 2 1 $322.00
Hotel/Motel 35 3 1 $819.00
Residential Care 74 2.5 1 $351.00
Restaurants 119 2 1 $467.00
Large Family Daycare 24 2 1 $351.00
Warehouses (High piled storage) 285 2.5 1 $819.00
High Rise Buildings 12 7.5 1 $817.00
Labs/Bio tech Facilities 161 4.5 1 $933.00
Group U ( parking structures) 15 2 1 $643.00
Company Referral 25 2 1 $264.00
Business License site clearance 166 1.5 1 $351.00
Care Facility Licensing Inspection 20 2 1 $351.00
Auto repair/gas stations 119 2.5 1 $700.00
30% re-inspection rate 647 1.75 $0.00
Construction Weld 36 1.75 $527/3insp = $175.00
Construction rough 330 2.5 $527/3insp = $175.00
Construction hydro 149 2 $527/3insp = $175.00
Construction final 311 2 $527/3insp = $175.00
Construction fire alarm test 65 2.5 $527/3insp = $175.00
Construction - fire pump 4 4 $527/3insp = $175.00
Underground rough 34 1.75 $527/3insp = $175.00
Underground Hydro 34 1.75 $527/3insp = $175.00
Underground flush 26 2.25 $527/3insp = $175.00
Construction -spray booth 5 1.75 $527/3insp = $175.00
Construction - FP building final 48 2 $527/3insp = $175.00
ERRC system acceptance final 7 2 $527/3insp = $175.00
Kitchen hood systems 9 2.5 $527/3insp = $175.00
Gaseous Agent Systems 2 2.5 $527/3insp = $175.00
Pre-Action Systems 3 2.5 $527/3insp = $175.00
Emergency Generator 6 1.75 $527/3insp = $175.00
Smoke Control acceptance test 4 0.5 $527/3insp = $175.00
16 | Page
2019 Fire Prevention Staff Analysis
Occupancy Type
Total
number
each
occupancy
Total
Time Frequency
Average
inspection
fee/ occp
type
Special activity permits 89 1.75 $527/3insp = $175.00
Fees are an average; fees can be a minimum of $234.00. Maximum fees are determined by
the amount of operational permits required for each facility.
Fire protection systems inspection fees listed above are a minimum base fee of $527.00, this
fee includes 3 inspections. $527.00/3 = $175.00/hr. See 2019-2020 master fee sheet for
detailed fee schedule.
17 | Page
2019 Fire Prevention Staff Analysis
Table 12-HOURLY SAFETY INSPECTOR
Total Cost/ Safety
Inspector
Total
Deficient
Hours
Minimum
Average
Fee/
Inspection
Average
Daily
inspections
Completed
Average Total
Availability/hrs.
Average
Total
Availability/
day
Estimated
Fees
collected
annually
$87,992 annually 3043 $234. 5 1577 170 $198,900
Table 12-The table above takes the known step 3 cost of a Contract Safety Inspector and
generates an estimated annual fee collection using data generated in all previous tables.
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:19-901 Agenda Date:11/25/2019
Version:1 Item #:7a.
Resolution approving budget amendment number 20.023 amending the Fire Department operating budget in
the amount of $175,983 to fund two contract hourly Safety Inspector positions.
Whereas,the Fire Department has performed internal reviews of the Fire Prevention Division by looking at a
comprehensive analysis of workload,time-on-task,productivity of the assigned personnel,and building
inventory; and
Whereas,this analysis,coupled with work done to validate the number of businesses and occupancy types
within the City,has allowed us to use our data and industry produced tables to gain a better understanding of
our capacity and workload; and
Whereas,the analysis uses Fire Prevention data from Fiscal Year 2018-19,as well as the Standard on
Organization and Deployment of Fire Prevention Inspection and Code Enforcement,Plan Review,
Investigation, and Public Education Operations National Fire Protection Agency 1730, 2019; and
Whereas,the total Fire Prevention workload demand is 10,509.5 hours,current staffing,including the FY 2020-
21 approved Deputy Fire Marshal positions, allows a total availability of 7,466 hours; and
Whereas,the 3,043 hour deficiency the Fire Department requires two contract hourly Safety Inspectors to
complete the remaining workload; and
Whereas,the approval of two contract hourly Safety Inspectors would result in an increase of approximately
$175,983 annually in salary and benefits costs to the Fire Department Operating Budget and would require a
budget amendment.
NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco does
hereby approve budget amendment number 20.023 amending the Fire Department operating budget in the
amount of $175,983 to fund two contract hourly Safety Inspector positions.
*****
City of South San Francisco Printed on 11/27/2019Page 1 of 1
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:19-925 Agenda Date:11/25/2019
Version:1 Item #:8.
Report regarding resolution approving an Exclusive Negotiating Rights Agreement (“ENRA”)between the City
of South San Francisco,and Baden Development,LLC,for the property located at 432 Baden Avenue,and
authorizing the City Manager to sign the agreement. (Julie Barnard, Economic Development Coordinator).
RECOMMENDATION
Staff recommends that the City Council adopt a Resolution Approving an Exclusive Negotiating Rights
Agreement (ENRA)between the City of South San Francisco,and Baden Development LLC for the
property located at 432 Baden Avenue, and authorizing the City Manager to sign the agreement.
BACKGROUND/DISCUSSION
In September 2018,Baden Development,LLC (then Sierra Investment Group)purchased 428 Baden Avenue
for development into a small multi-family housing project.During the entitlement process for 428 Baden
Avenue,the developer approached the City with a proposal to purchase the adjacent parcel at 432 Baden (the
“Site”) in order to assemble land for a larger housing project.
The Site (i.e.,432 Baden)is a 6,700 square foot parcel that is currently used as a public parking lot.The Site is
a former Redevelopment Agency property,and thus is subject to the State-approved Long Range Property
Management Plan (LRPMP) which requires the Site to be sold.
By assembling 428 and 432 Baden,the developer would be able to pursue a project with better design and more
housing units,including three Below Market Rate (“BMR”)units at the extremely low income level.On
September 23,2019,Baden Development provided the City with a Letter of Intent (LOI)for the purchase.On
October 9,2019,in closed session,the City Council considered the LOI and agreed that the site had a greater
value if assembled with 428 Baden rather than disposing of it as a stand-alone site.The City Council directed
staff to negotiate a Purchase and Sale Agreement (PSA) with the developer.
AB 1486 - SURPLUS LAND ACT
The California Legislature adopted several bills this year impacting property disposition.One Assembly Bill
1486 (AB 1486)impacts the disposition of 432 Baden Avenue.AB 1486 expands the Surplus Land Act to
include former redevelopment agency property,which was previously exempt.Changes to the Act that affect
this development proposal include:
·Following the Surplus Land Act process,which will cause a delay of between 60 and 150 days because
the City must first offer interested affordable housing developers right of first refusal to negotiate for the
purchase of the property.
·Any residential constructed on the site would be subject to 15%Affordable Housing restrictions if the
development is comprised of 10 or more units.At present the project complies with our Inclusionary
Housing Ordinance of 10%inclusionary because their revised entitlement application was deemed
complete before November 1, 2019 which is when the City’s 15% BMR requirement came into effect.
AB 1486 comes into effect on January 1,2020,and would apply to the site if the City and Developer are not in
a binding agreement by December 31,2019.Staff and the developer are still in final negotiations on the deal
City of South San Francisco Printed on 1/14/2020Page 1 of 2
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File #:19-925 Agenda Date:11/25/2019
Version:1 Item #:8.
a binding agreement by December 31,2019.Staff and the developer are still in final negotiations on the deal
points of the PSA and it requires the San Mateo County Countywide Oversight Board approval.Therefore,the
PSA could not be completely approved and executed before December 31, 2019.
Although the sale negotiations are underway,staff recommends that the City and developer enter into an
Exclusive Negotiating Rights Agreement (ENRA)which would satisfy the condition of binding agreement and
allow both teams to negotiations diligently.Staff will return to Council in early 2020 with the final PSA for
approval.
FISCAL IMPACT
At the outset of negotiations with the Developer,staff collected a $25,000 cost recovery deposit to cover staff
time,City Attorney time as well as any other third party assistance (the appraisal,for example).Therefore there
is no impact to the General Fund.
Once the property is sold,the sale proceeds will be distributed to the taxing entities with the City’s share being
16.7%.
CONCLUSION
Staff recommends that the City Council adopt a Resolution Approving an Exclusive Negotiating Rights
Agreement (ENRA)between the City of South San Francisco,and Baden Development LLC for the property
located at 432 Baden.
City of South San Francisco Printed on 1/14/2020Page 2 of 2
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:19-926 Agenda Date:11/25/2019
Version:1 Item #:8a.
Resolution approving an Exclusive Negotiating Rights Agreement (“ENRA”) between the City of South San
Francisco, and Baden Development, LLC, for the property located at 432 Baden Avenue, and authorizing the
City Manager to sign the agreement.
WHEREAS,on June 29,2011,the Legislature of the State of California (“State”)adopted Assembly Bill x1 26
(“AB 26”),which amended provisions of the State’s Community Redevelopment Law (Health and Safety Code
sections 33000 et seq.)(“Dissolution Law”),pursuant to which the former Redevelopment Agency of the City
of South San Francisco (“City”) was dissolved on February 1, 2012; and
WHEREAS,the City elected to become the Successor Agency to the Redevelopment Agency of the City of
South San Francisco (“Successor Agency”); and
WHEREAS,pursuant to Health and Safety Code Section 34191.5(c)(2)(C),property shall not be transferred to
a successor agency,city,county or city and county,unless a Long Range Property Management Plan
(“LRPMP”)has been approved by the Oversight Board and the California Department of Finance (“DOF”);
and
WHEREAS,in accordance with the Dissolution Law,the Successor Agency prepared a LRPMP,which was
approved by a resolution of the Oversight Board for the Successor Agency to the Redevelopment Agency of the
City of South San Francisco (“Oversight Board”)on May 21,2015,and was approved by the DOF on October
1, 2015; and
WHEREAS,consistent with the Dissolution Law and the LRPMP,certain real properties located in the City of
South San Francisco,that were previously owned by the former Redevelopment Agency,were transferred to the
Successor Agency (“Agency Properties”); and
WHEREAS,on October 18,2016,the City entered into an Amended and Restated Master Agreement for
Taxing Entity Compensation (“Compensation Agreement”)with the various local agencies who receive shares
of property tax revenues from the former redevelopment project area (“Taxing Entities”),which provides that
upon approval by the Oversight Board of the sale price,and consistent with the LRPMP,the proceeds from the
sale of any of the Agency Properties will be distributed to the Taxing Entities in accordance with their
proportionate contributions to the Real Property Tax Trust Fund for the former Redevelopment Agency; and
WHEREAS,the LRPMP,prepared by the Successor Agency and approved by the Oversight Board for the
Successor Agency to the Redevelopment Agency of the City of South San Francisco (“Oversight Board”),
designated 432 Baden Avenue (“the Site”),County Assessor's Parcel Number 012-321-160 (“Property”),to be
sold, with the proceeds of the sale distributed to the taxing entities; and,
WHEREAS,to carry out the terms of the LRPMP,the Successor Agency transferred the Agency Properties,City of South San Francisco Printed on 1/14/2020Page 1 of 3
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File #:19-926 Agenda Date:11/25/2019
Version:1 Item #:8a.
WHEREAS,to carry out the terms of the LRPMP,the Successor Agency transferred the Agency Properties,
including the Property, to the City for disposition consistent with the terms of the LRPMP; and,
WHEREAS,The Property was transferred from the Agency to the City pursuant to Grant Deeds recorded on
May 16, 2017; and,
WHEREAS,Baden Development,LLC (“Developer”)purchased 428 Baden Avenue for development into a
small multi-family housing project; and,
WHEREAS,during the entitlement process for 428 Baden Avenue,the developer approached the City with a
proposal to purchase the adjacent parcel at 432 Baden in order to assemble land for a larger housing project;
and,
WHEREAS,the Developer made an offer to purchase the Site by submitting a Letter of Intent (“LOI”)on
September 23, 2019; and,
WHEREAS,on October 9,2019,in closed session,the City Council (“Council”)considered and accepted the
LOI; and,
WHEREAS,Council directed staff to negotiate a Purchase and Sale Agreement (“PSA”)with the developer;
and,
WHEREAS, the California Legislature adopted several bills this year impacting property disposition; and,
WHEREAS, Assembly Bill 1486 (“AB 1486”) impacts the disposition of 432 Baden Avenue; and,
WHEREAS,the disposition of the Site will require following the disposition process regulated by AB 1486
process; and,
WHEREAS,this will cause a delay of between 60 and 150 days because the City must first offer interested
affordable housing developers right of first refusal to negotiate for the purchase of the property; and,
WHEREAS,any residential constructed on the site would be subject to 15%Affordable Housing restrictions if
the development is comprised of 10 or more units; and,
WHEREAS,the development proposal presently complies with the City’s Inclusionary Housing Ordinance
which requires the provision of 10%Below Market Rate (“BMR”)units because their entitlement application
was deemed complete before November 1,2019 which is when the City’s 15%BMR requirement came into
effect; and,
WHEREAS,AB 1486 comes into effect on January 1,2020,and would apply to the site if the City and
Developer are not in a binding agreement by December 31, 2019.
WHEREAS,the City and Developer are still in final negotiations on the deal points of the PSA which requires
the San Mateo County Countywide Oversight Board approval; and,
WHEREAS, the PSA could not be completely approved and executed before December 31, 2019; and,
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File #:19-926 Agenda Date:11/25/2019
Version:1 Item #:8a.
WHEREAS,the City and Developer must enter into an Exclusive Negotiating Rights Agreement (“ENRA”)
which would satisfy the condition of binding agreement and allow both teams to negotiations diligently,
attached hereto as Exhibit A.
NOW, THEREFORE, the City Council of the City of South San Francisco does hereby resolve as follows:
1. The Recitals set forth above are true and correct, and are incorporated herein by reference.
2. The Agreement, in the form attached hereto as Exhibit A, is hereby approved, and the City Manager or his
designee is hereby authorized to execute it on behalf of the City of South San Francisco; to make revisions to
the Agreement, with review and approval by the City Attorney, which do not materially or substantially
increase the City’s obligations thereunder; to sign all documents; to make all approvals and take all actions
necessary or appropriate to carry out and implement the intent of this Resolution.
Exhibit A: 432 Baden ENRA (City of SSF and Baden Development
*****
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EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT
by and amongst
BADEN DEVELOPMENT, LLC,
and
CITY OF SOUTH SAN FRANCISCO
EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT
-1-
THIS EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT (this “Agreement” or
“ENRA”) is entered into by and between BADEN DEVELOPMENT, LLC, a California limited
liability company (“Developer”), and the CITY OF SOUTH SAN FRANCISCO, a municipal
corporation (“City”), dated as of ______________ (the “Effective Date”). Developer, and City
are each referred to as “Party” or collectively referred to as the “Parties.”
WHEREAS, the City is the owner of certain property certain real property (the
“Property”) located in the City of South San Francisco, California, known as County Assessor’s
Parcel Numbers (“APN”) 012-321-160 (432 Baden Avenue), as more particularly described in
Exhibit A attached hereto and incorporated herein by this reference; and,
WHEREAS, the Property was transferred from the City of South San Francisco to the
South San Francisco Successor Agency (“Agency”) pursuant to Grant Deeds recorded on March
11, 2011; and,
WHEREAS, The Property was transferred from the Agency to the City pursuant to Grant
Deeds recorded on May 16, 2017; and,
WHEREAS, on June 29, 2011 the legislature of the State of California (the “State”)
adopted Assembly Bill x1 26 (“AB 26”), which amended provisions of the Redevelopment Law;
and,
WHEREAS, pursuant to AB 26 and the California Supreme Court decision in California
Redevelopment Association, et al. v. Ana Matosantos, et al., which upheld AB 26 (together with
AB 1484, the “Dissolution Law”), the Agency was dissolved on February 1, 2012; and,
WHEREAS, pursuant to the Dissolution Law, the Agency has prepared and the Oversight
Board and DOF has approved a Long Range Property Management Plan (“LRPMP”); and,
WHEREAS, the City, is interested in selling the Property to Developer contingent upon
Developer supplying a Letter of Interest (“LOI”), preparing all appropriate environmental review
documents, and securing land use entitlements approved by the City for the construction of
approximately 36 multi-family residential units (“Project”) on the Property; and,
WHEREAS, Developer anticipates expending funds to prepare environmental review
documents, architectural and design drawings and conduct certain studies that are needed to assess
the feasibility of the Project, consistent with the Downtown Station Area Plan (“DSA”), and DSA
Environmental Impact Report (“EIR”), and requires a grant of exclusive negotiating rights in order
to be willing to make such expenditures; and
WHEREAS, at its meeting on ______________ the City approved this Agreement and
directed staff to negotiate a Purchase and Sale Agreement (“Purchase Agreement”) for the
Property with Developer; and
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NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows.
1. Good Faith Efforts to Negotiate. The Parties will use their best efforts to successfully
negotiate (i) a Purchase Agreement which will describe the terms and conditions governing
the purchase of the Property by Developer, and (ii) a Development Agreement between the
City and Developer that will set forth requirements and entitlements for the Project. The
Parties will diligently and in good faith pursue such negotiations. Furthermore, the Parties
will use their best efforts to obtain any third-party consent, authorization, approval, or
exemption required in connection with the transactions contemplated hereby. This
Agreement does not impose a binding obligation on City to convey any interest in the
Property to Developer, nor does it obligate City to grant any approvals or authorizations
required for the Property, the Project or any other development proposal or improvements
constructed thereon.
a. If Developer has not continued to negotiate diligently and in good faith, City will
give written notice thereof to Developer who will then have ten (10) business days
to commence negotiating in good faith. Following the failure of Developer to
thereafter commence negotiating in good faith within such ten (10) business day
period, this Agreement may be terminated by City.
b. If City has not continued to negotiate diligently and in good faith, Developer will
give written notice thereof to City which will then have ten (10) business days to
commence negotiating in good faith. Following the failure of City to thereafter
commence negotiating in good faith within such ten (10) business-day period, this
Agreement may be terminated by Developer.
2. Developer’s Exclusive Right to Negotiate With City. City agrees that it will not, during the
term of this Agreement, directly or indirectly, through any officer, employee, agent, or
otherwise, solicit, initiate or encourage the submission of bids, offers or proposals by any
person or entity with respect to the acquisition of any interest in the Property or the
development of the Property, and City will not engage any broker, financial adviser or
consultant to initiate or encourage proposals or offers from other parties with respect to the
disposition or development of the Property or any portion thereof.
Furthermore, City will not, directly or indirectly, through any officer, employee, agent or
otherwise, engage in negotiations concerning any such transaction with, or provide
information to, any person other than Developer and its representatives with a view to
engaging, or preparing to engage, that person with respect to the disposition or
development of the Property or any portion thereof.
3. Term.
a. The term of this Agreement (“Term”) commences on the Effective Date, and will
terminate six (6) months from the Effective Date, unless extended or earlier
terminated as provided herein.
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b. Developer and the City agree to the Schedule of Performance that is attached hereto
as Exhibit B.
c. During the Negotiating Period Developer shall commence due diligence activities,
including but not limited to preparation of a complete application to the City for the
required entitlements allowing development of the Project (“Planning
Application”), soils report, hazardous materials report, financial feasibility and title
adequacy.
d. The Term of this Agreement may be administratively extended for up to a
maximum of three separate ninety (90) day periods upon the receipt of an additional
non-refundable payment by Developer of five thousand dollars ($5,000) for each
ninety day extension period (“ENRA Extension Payment”), and the consent of the
City acting through and at the discretion of its City Manager or his/her designee
(“City Manager”). Developer understands that the City will only consider
extension(s) of the Term of this Agreement where Developer has demonstrated, to
the City’s satisfaction, substantial progress toward development of the Property,
which may include submittal of a development application, submittal of
environmental review documents necessary to satisfy compliance with CEQA,
submittal of architecture and construction plans, payment of any applicable
processing and plan check fees, or pursuing land use entitlements for the Project.
4. Relationship of the Parties. Nothing in this Agreement creates between the Parties the
relationship of lessor and lessee, of buyer and seller, or of partners or joint venturers.
5. Payment for City Costs.
a. During the Term of this Agreement, Developer will also reimburse City for all staff
and City consultant time incurred in preparing the Purchase Agreement,
Development Agreement, entitlements, and any related documents for the
disposition of Property to Developer. Developer has, on October 18, 2019, remitted
to City an initial payment in the amount of Twenty-Five Thousand Dollars
($25,000) in immediately available funds (“Payment”). City will deposit the
Payment in an interest bearing account of City and any interest, when received by
City, will become part of the Payment. The Payment may be drawn upon by City
to reimburse staff, City Attorney, and City consultant costs for preparing the
Purchase and Development Agreements, entitlements, and any other related
documents, at their standard published hourly rates. Should the full amount of the
Payment be exhausted during the Term of this Agreement, City may require the
Developer to provide additional funds necessary to reimburse staff and consultant
costs reasonably expended in connection with preparation of the Purchase and
Development Agreements and any related documents. Documentation of City’s
rate schedule for staff, staff time spent, and consultant costs will be retained by City
and provided to Developer upon request.
Any amount remaining from the Payment after all post-closing obligations have
been successfully and completely performed by Developer pursuant to the Term
Sheet agreed to by the Parties, and taking into account expenditures authorized by
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Section 5(a) above, will be returned to Developer within a reasonable period of time
unless Developer defaults under the terms of this Agreement in which case City
shall retain any remaining Payment.
b. In addition to Agency’s costs discussed herein, Developer shall be subject to all
applicable fees imposed by the City for processing land use entitlements as set forth
in the City’s current adopted Master Fee Schedule and any applicable cost recovery
and indemnification agreements.
6. Terms and Conditions of the Purchase Agreement.
The Parties agree to use their best efforts to successfully negotiate a Purchase
Agreement including, but not limited to, the terms and price of the purchase. The
Parties acknowledge that the proposed purchase price must be approved by the San
Mateo County Countywide Oversight Board prior to execution of the Purchase
Agreement. The Parties agree the terms shall be generally based on those set forth
herein.
7. Developer’s Studies; Right of Entry.
a. During the Term of this Agreement, Developer will use its best efforts to prepare,
at Developer’s expense, any studies, surveys, plans, specifications and reports
(“Developer’s Studies”) Developer deems necessary or desirable in Developer’s
sole discretion, to initiate its due diligence for the Property. Developer’s Studies
may include, without limitation, title investigation, marketing, feasibility, soils,
seismic and environmental studies, financial feasibility analyses and design studies.
The Developer will have rights of access to the Property to prepare the Developer’s
Studies however, in no event shall Developer’s right of access granted hereby
interfere with or in any way impede the City’s operation of the parking lot located
on the Property.
b. The Developer and its consultants shall have the right to enter upon the Property
during normal business hours to conduct investigations in accordance with this
Agreement. In connection with such entry and investigation, the Developer shall:
(i) give the City, or its designee at least 24 hours’ advance notice; (ii) repair and
restore any damage Developer may cause; and (iii) carry liability insurance
covering the right of entry naming the City as an additional insured.
c. Developer will provide the City with work plans, drawings, and descriptions of any
intrusive sampling it intends to do. Developer must keep the Property in a safe
condition during its entry. Developer shall repair, restore and return the Property to
its condition immediately preceding Developer’s entry thereon at Developer’s sole
expense.
d. Without limiting any other indemnity provisions set forth in this Agreement,
Developer shall indemnify, defend (with counsel approved by City) and hold the
City, its officials, officers, employees, consultants, contractors and volunteers
("City Indemnitees") harmless from and against all claims resulting from or arising
in connection with entry upon the Property by Developer or Developer’s agents,
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employees, consultants, contractors or subcontractors pursuant to this Section 7;
provided however, Developer will have no indemnification obligation with respect
to (y) the gross negligence or willful misconduct of any City Indemnitees, or (z)
Developer’s mere discovery of any pre-existing condition of the Property to the
extent not exacerbated or enlarged as a result of Developer’s investigations
conducted in furtherance of Developer’s Studies except that such discovery shall
not effect Developer’s obligation to purchase the Property AS IS or any claims
raised by the City for its failure to do so. Developer’s indemnification obligations
set forth in this Section 7 shall survive the termination of this Agreement and shall
apply to any claims filed against the City within eighteen months of termination of
this Agreement.
e. If upon expiration of the Term of this Agreement the Parties have not successfully
negotiated a Purchase Agreement, Developer will provide City within fifteen (15)
days following said date of expiration copies of the Developer’s Studies completed
by such date, not including the intellectual property of Developer, provided that the
City first delivers to Developer payment in full for all of Developer’s actual costs
paid to vendors who prepared these Developer’s Studies. Developer will also
provide City with copies of any Developer’s Studies completed after the expiration
of the Term within fifteen (15) days following completion of such studies, or if
Developer intends not to complete any Developer Studies, Developer will provide
City with copies of such uncompleted studies, again provided that the City first
delivers to Developer payment in full for all of Developer’s actual costs paid to
vendors who prepared these Developer’s Studies.
8. City’s Reports and Studies. Within ten (10) days following the Effective Date, City will
make available to Developer for review or copying at Developer’s expense all
nonprivileged studies, surveys, plans, specifications, reports, and other documents with
respect to the Property that City has in its possession or control, which have not already
been provided. Studies or documents prepared by City and its agents solely for the purpose
of negotiating the terms of a Purchase Agreement are not required to be provided by City
to Developer and are excluded from this requirement
9. Full Disclosure. Developer is required to make full disclosure to City of its principals;
officers; major stockholders, partners or members; joint venturers; negotiators;
development managers; consultants and directly involved managerial employees
(collectively, “Developer Parties”); and all other material information concerning
Developer. Any change in the identity of the Developer Parties will be subject to the
approval of City, which will not be unreasonably withheld. Developer will make and
maintain full disclosure to City of its methods of financing to be used in the acquisition and
development of the Property.
10. Periodic Reporting to Governing Bodies. City will report periodically to the City Council
and/or the Oversight Board of the Successor Agency on the status of negotiations, and
Developer may be asked to attend such meetings to provide those bodies with a status update
of their development efforts related to this Agreement.
11. Reserved.
6
12. Confidentiality; Dissemination of Information. To the extent permitted by law, during the
term of this Agreement, each Party will obtain the consent of the other Party prior to issuing
or permitting any of its officers, employees or agents to issue any press release or other
information to the press with respect to this Agreement; provided however, no Party will
be prohibited from supplying any information to its representatives, agents, attorneys,
advisors, financing sources and others to the extent necessary to accomplish the activities
contemplated hereby so long as such representatives, agents, attorneys, advisors, financing
sources and others are made aware of the terms of this Section. Nothing contained in this
Agreement will prevent either Party at any time from furnishing any required information
to any governmental entity or authority pursuant to a legal requirement or from complying
with its legal or contractual obligations.
13. Execution of Purchase Agreement. The City has no legal obligation to grant any approvals
or authorizations for the sale of the Property, the Project or any other proposed
development thereon until the Purchase Agreement has been approved by the City and, the
purchase price has been approved by San Mateo County Countywide Oversight Board.
Such consideration and potential approval shall not occur until the City has completed,
considered and certified/approved any required CEQA environmental review documents.
14. Termination.
a. This Agreement may be terminated at any time by mutual consent of the Parties.
b. City will have the right to terminate this Agreement upon its good faith
determination that Developer is not proceeding diligently and in good faith to carry
out its obligations pursuant to this Agreement. City will exercise such right in
accordance with the provisions set forth in Section 1 of this Agreement.
c. Developer will have the right to terminate this Agreement, in accordance with the
provisions set forth in Section 1 of this Agreement upon its good faith determination
that City is not proceeding diligently and in good faith to carry out its obligations
pursuant to this Agreement, if the results of its investigation of the Property are
unsatisfactory, in Developer’s sole and absolute discretion, with respect to
Developer’s desired development activities or if Developer is unable to obtain other
necessary approvals, rights or interests.
d. Neither Party will have the right to seek an award of damages as a result of the
termination of this Agreement pursuant to this Section.
15. Effect of Termination. Upon termination as provided herein, or upon the expiration of the
Term and any extensions thereof without the Parties having successfully negotiated a
Purchase Agreement, this Agreement will forthwith be void, and there will be no further
liability or obligation on the part of either of the Parties or their respective officers,
employees, agents or other representatives; provided however, the provisions of Section
12 (Confidentiality; Dissemination of Information), Section 17 (Indemnification), and
Section 21 (Brokers) will survive such termination. Provided further, that upon termination
or expiration of this Agreement without the Parties having successfully negotiated a
Purchase Agreement, Developer will deliver to City all of the Developer’s Studies pursuant
7
to the provisions of Section 7 of this Agreement, including the condition stated in Section
7 that the City must pay Developer for its actual costs in obtaining those Studies before
Developer is obligated to deliver them to City.
16. Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to
this Agreement will be made in writing, and sent to the Parties at their respective addresses
specified below or to such other address as a Party may designate by written notice
delivered to the other parties in accordance with this Section. All such notices will be sent
by any one or more of the following methods:
a. Personal delivery, in which case notice is effective upon delivery;
b. Certified or registered mail, return receipt requested, in which case notice will be
deemed delivered on receipt if delivery is confirmed by a return receipt;
c. Nationally recognized overnight courier, with charges prepaid or charged to the
sender’s account, in which case notice is effective on delivery if delivery is
confirmed by the delivery service;
d. Email transmission to the email addresses noted below, in which case notice will
be deemed delivered upon transmittal, provided that a duplicate hard copy of the
email is promptly delivered by first-class or certified mail or by overnight delivery.
Agency/City: City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attn: City Manager
Tel (650) 877-8501
Email: mike.futrell@ssf.net
cc: julie.barnard@ssf.net
with a copy to: Meyers Nave
Attn: Sky Woodruff
575 Market Street, Suite 2080
San Francisco, CA 94105
Tel (415) 421-3711
Email: sky@meyersnave.com
Developer:
BADEN DEVELOPMENT, LLC
311 9th Avenue
San Mateo, CA 94401
Attention: Victor Lo
Telephone: (415) 297 0709
Email: victor@sierrainvestments.com
with a copy to:
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Schinner & Shain, LLP
Attn: R. Ryan Shain
96 Jessie Street
San Francisco, CA 94105
Telephone: (310) 913-4582
Email: shain@schinner.com
17. Indemnification. Developer hereby covenants, on behalf of itself and its permitted
successors and assigns, to indemnify, hold harmless and defend the City of South San
Francisco and their elected and appointed officials, officers, agents, representatives and
employees (“Indemnitees”) from and against all claims, costs (including without
limitation reasonable attorneys’ fees and litigation costs) and liability, arising out of or in
connection with this Agreement and/or arising out of or in connection with the Developer’s
access to and entry on the Property pursuant to Section 7 of this Agreement; provided
however, Developer will have no indemnification obligation with respect to (y) the gross
negligence or willful misconduct of any Indemnitee, or (z) Developer’s mere discovery of
any pre-existing condition of the Property to the extent not exacerbated or enlarged as a
result of Developer’s investigations conducted in furtherance of Developer’s Studies
except that such discovery shall not effect Developer’s obligation to purchase the Property
AS IS or any claims raised by the City for its failure to do so..
18. Severability. If any term or provision of this Agreement or the application thereof will, to
any extent, be held to be invalid or unenforceable, such term or provision will be ineffective
to the extent of such invalidity or unenforceability without invalidating or rendering
unenforceable the remaining terms and provisions of this Agreement or the application of
such terms and provisions to circumstances other than those as to which it is held invalid
or unenforceable unless an essential purpose of this Agreement would be defeated by loss
of the invalid or unenforceable provision.
19. Entire Agreement; Amendments In Writing; Counterparts. This Agreement contains the
entire understanding of the Parties with respect to the subject matter hereof and supersedes
all prior and contemporaneous agreements and understandings, oral and written, between
the Parties with respect to such subject matter. This Agreement may be amended only by
a written instrument executed by the Parties or their successors in interest. This Agreement
may be executed in multiple counterparts, each of which will be an original and all of which
together will constitute one agreement.
20. Successors and Assigns; No Third-Party Beneficiaries. This Agreement will be binding
upon and inure to the benefit of the Parties and their respective successors and assigns;
provided however, that neither Party will transfer or assign any of such Party’s rights
hereunder by operation of law or otherwise without the prior written consent of the other
Party, and any such transfer or assignment without such consent will be void.
Notwithstanding the foregoing, Developer is permitted to assign this Agreement without
such written consent, provided that Developer assigns this Agreement to (i) an entity that
is wholly controlled by Developer, or (ii) an entity in which the Developer is a member
and has day to day management responsibilities for such entity. Subject to the immediately
preceding sentence, this Agreement is not intended to benefit, and will not run to the benefit
9
of or be enforceable by, any other person or entity other than the Parties and their permitted
successors and assigns.
21. Brokers. Each Party warrants and represents to the other that no brokers have been retained
or consulted in connection with this transaction. Each Party agrees to defend, indemnify
and hold harmless the other Party from any claims, expenses, costs or liabilities arising in
connection with a breach of this warranty and representation. The terms of this Section will
survive the expiration or earlier termination of this Agreement.
22. Approvals. Unless otherwise provided in this Agreement, the City Manager will be
authorized to enter into all written approvals, consents or waivers by the City.
23. Captions. The captions of the sections and articles of this Agreement are for convenience
only and are not intended to affect the interpretation or construction of the provisions
hereof.
24. Governing Law. This Agreement will be governed by and construed in accordance with
the laws of the State of California.
25. Dispute Resolution. Any controversy, dispute or claim related to or arising from this
Agreement or in any way arising from the dealings of the Parties with one another, shall
be resolved by the following steps in the following sequence:
(A) By non-binding Mediation before, and in accordance with the rules of, the Judicial
Arbitration and Mediation Services ("JAMS"), conducted by a retired Judge, with
exclusive venue in South San Francisco, California and in no other place.
(B) If that Mediation fails to resolve the dispute, then by binding Arbitration before, and
in accordance with the rules of, JAMS, conducted by a retired Judge, with exclusive venue
in South San Francisco, California and in no other place. In any such arbitration, the
prevailing party shall be entitled to an award of reasonable attorney's fees and costs.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written
above.
~ SIGNATURES ON FOLLOWING PAGE ~
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CITY
By: _______________________________
Mike Futrell
City Manager
ATTEST:
By: _______________________________
City Clerk
APPROVED AS TO FORM:
By: _______________________________
Sky Woodruff
City Attorney
DEVELOPER
BADEN DEVELOPMENT, LLC,
a California limited liability company
By: _______________________________
Victor Lo
Its: Manager
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EXHIBIT A
PROPERTY
That real property situated in the State of California, County of San Mateo, City of South San
Francisco, and described as Lot 8 in Block 117, as shown on that certain map entitled “South San
Francisco SAN MATEO CO. CAL. PLAT. NO.1”, filed in the office of the County Recorder of
San Mateo County, State of California, on March 1, 1892 in Book “B” of Maps at page(s) 6, and
a copy entered in Book 2 of Maps at Page 52.
APN: 012-321-160 JPN: 012-032-321-16 A
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EXHIBIT B
SCHEDULE OF PERFORMANCE
City Council Meeting Approval of ENRA Considered November 25, 2019
ENRA Effective Date November 26, 2019
Expiration of six (6) Month Exclusive Negotiating Period for
Purchase and Sale Agreement
June 26, 2020
Additional 90 day extension (if exercised) August 26, 2020
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:19-911 Agenda Date:11/25/2019
Version:1 Item #:9.
Report regarding a resolution approving a Purchase and Sale Agreement between the City of South San
Francisco and United Food and Commercial Workers Union,Local 5,for the City and Former RDA-owned
parcel at 323 and 329 Miller Avenue in the amount of $1,250,000 (Heather Ruiz, Management Analyst I)
RECOMMENDATION
Staff recommends that the City Council approve the Purchase and Sale Agreement (“PSA”)with United
Food and Commercial Workers Union,Local 5 (“UFCW”),regarding the sale of the City and Former
RDA-owned parcel at 323 and 329 Miller Avenue and authorize the City Manager to execute the
Agreement,subject to approval of the sale price by the San Mateo County Countywide Oversight Board
(“Oversight Board”).
BACKGROUND
The Miller Parking Garage (“Garage”)is a five-story,254-space parking garage,with approximately 13,000
square feet of ground floor commercial space,located on the 300 block of Miller Avenue.In December 2006,
the former South San Francisco Redevelopment Agency (“Former RDA”)authorized execution of a Purchase
and Sale Agreement (“PSA”)for purchase of 323 Miller Avenue in the amount of $700,000.The property was
conveyed to the Former RDA by Grant Deed in March 2007.The City and Former RDA combined this
property with adjacent City-owned land to construct the Garage, which was completed in 2011.
A portion of the garage was owned by the Former RDA and the remaining portion is originally owned by the
City (see Attachment 1).Since a segment was owned by the Former RDA,the property is subject to the State-
approved Long Range Property Management Plan (“LRPMP”)of the Successor Agency to the South San
Francisco Redevelopment Agency.The Former RDA-owned portion,measured as a 3,500 square foot lot,is
currently used for an elevator and public circulation with a small amount of unimproved commercial space on
the ground floor.Per the terms of the LRPMP,and the grant deed to the City,the Former RDA property (323
Miller Avenue) is deed restricted to governmental/public uses.
Visitors of nearby government facilities and patrons of downtown businesses actively use the Garage.The
ground floor commercial space was originally envisioned as active retail uses to support the City’s strategy to
revitalize the Downtown.The City’s Zoning Code allows for commercial uses,including office space,at this
location.Currently,5,850 square feet of the space is occupied by City offices and the remaining 7,343 square
feet of space is vacant and unimproved.
DISCUSSION
On February 13,2019,the City Council held a closed session to review an unsolicited Letter of Interest (“LOI”)
from the United Food and Commercial Food Workers Union,Local 5 (“UFCW”)offering to purchase the
vacant 7,343 square foot commercial space for $1,250,000 (see Attachment 2).The City Council directed staff
to negotiate a PSA with UFCW.
Per the LRPMP,in the event that the City,as Grantee of 323 Miller Avenue,discontinues the
governmental/public restricted use,the City must distribute the net revenue from the sale of the
governmental/public use property to the taxing entities.Because the Former RDA property is included,theCity of South San Francisco Printed on 11/29/2019Page 1 of 3
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File #:19-911 Agenda Date:11/25/2019
Version:1 Item #:9.
governmental/public use property to the taxing entities.Because the Former RDA property is included,the
transaction would also require approval by the San Mateo County Countywide Oversight Board.
During the past five years,the City received three offers for the vacant commercial space,of which UFCW’s
offer is the highest.A space in this location would normally attract more private sector interest;however,due to
the fact that it is unfinished space,it requires an extraordinary amount of improvements (e.g.,new concrete
flooring,utilities,restrooms,accessibility features,and other code requirements)that render the space cost-
prohibitive for most potential uses.
To confirm UFCW’s offer is equal to or in excess of fair market value,the City commissioned the appraisal
firm of Watts,Cohn,and Partners to perform an appraisal of the vacant commercial space.The appraiser
determined that the market, as-is value of the space is $1,250,000 (see Attachment 3).
Parking
When the garage was constructed,parking spaces were not set aside for this unit.Because of this,the LOI
requests fifteen (15)dedicated parking spaces.Instead,UFCW will purchase ten (10)unrestricted,monthly
parking permits at the published rate for the Miller Garage for twenty five (25)years.This arrangement is
referenced in the PSA and will also be reflected in the Conditions of Approval associated with UFCW’s Minor
Use Permit for the proposed office use in the property.
Shared Facilities & Maintenance
As part of the condominium mapping process,the City will also draft and record Covenants,Conditions,and
Restrictions (CC&R).These CC&Rs will define roles,responsibilities and costs associated with maintenance
of shared facilities and utilities.Economic and Community Development and City Attorney’s Office will work
closely with staff in Facilities and Maintenance, as well as UFCW, to arrive at a complete set of CC&Rs.
Timeline
UFCW anticipates beginning construction for tenant improvements in January 2020 with completion by June
2020. They expect to occupy the property as early as July 2020.
Estimated Sales Proceeds and Property Tax Revenue
The vacant commercial space totals 7,343 square feet.The Former RDA portion measures 2,069 square feet or
28.18%of the total space.These measurements are for the interior condominium space being sold,and do not
include the area used for the garage elevator and stairs.As such,the taxing entities will receive their portion of
$352,250 (i.e.,28.18%of the net unrestricted sales proceeds of $1,250,000).The table below outlines the share
disbursed to the four largest taxing entities.
Taxing Entity Percent Share of Percent Share of
Purchase Price Purchase Price
SSFUSD 43.9%$154,638
SMC 25.7%$ 90,528
SSF 16.7%$ 58,826
SMC CCD 7.3%$ 25,714
Other 6.4%$ 22,544
Total 100%$352,250
The remaining 5,274 square feet (71.82%)of the vacant commercial space is City-owned.For that portion of
the space,the City would receive 100%of the remainder of the purchase price,which is estimated to beCity of South San Francisco Printed on 11/29/2019Page 2 of 3
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the space,the City would receive 100%of the remainder of the purchase price,which is estimated to be
$897,750 (i.e., 71.82% of the total sale price of $1,250,000).
Staff has also estimated the property tax revenues for the taxing entities,both on an annual basis and over ten
years.For this analysis,staff assumed an assessed valuation of $4,250,000,which includes the purchase price
of $1,250,000 plus improvements valued at approximately $3,000,000.
Taxing Entity Percent Share Annual Estimate of 10-Year Estimate of
of Annual Property Tax Revenue Property Tax Revenues
Property Tax (assume 1% tax rate on (assume 2% assessed value
$4,250,000 valuation)year-over-year)
SSFUSD 43.9%$18,658 $204,294
SMC 25.7%$10,923 $119,598
SSF 16.7%$ 7,098 $ 77,716
SMC CCD 7.3%$ 3,103 $ 33,972
Other 6.4%$ 2,720 $ 29,783
Total 100%$42,502 $465,363
FISCAL IMPACT
As mentioned above,the sales proceeds would be distributed proportionately between the City-owned portion
and Former RDA portion of the vacant commercial space.The City would receive all of the net sales proceeds
for the City-owned portion (estimated at approximately $897,750)plus the City’s share of net proceeds for the
Former RDA portion (estimated at approximately $58,826)for a total combined net sale proceeds of
approximately $956,750.In addition,City and Buyer entered into a reimbursement agreement in which the City
will be reimbursed for time and costs spent on the project.
CONCLUSION
Staff recommends the City Council approve the Purchase and Sale Agreement with United Food and
Commercial Workers Union Local 5,regarding the sale of the City and Former RDA-owned parcel at 323 and
329 Miller Avenue and authorize the City Manager to execute the Agreement,subject to approval by the San
Mateo County Countywide Oversight Board.
Attachments:
1.Location Map
2.Letter of Interest from United Food and Commercial Workers Union Local 5, December 20, 2018
3.Appraisal Report, Watts, Cohn, and Partners, November 19, 2019
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ATTACHMENT 1
PROPERTY OWNERSHIP AND LOCATION
ATTACHMENT 1
PROPERTY OWNERSHIP AND LOCATION
ATTACHMENT 2
LETTER OF INTEREST
ATTACHMENT 2
LETTER OF INTEREST
APPRAISAL OF:
323 – 329 MILLER AVENUE
SOUTH SAN FRANCISCO, CALIFORNIA
PREPARED FOR:
CITY OF SOUTH SAN FRANCISCO
SOUTH SAN FRANCISCO, CALIFORNIA
NOVEMBER 2019
19-WCP-098
582 Market Street, Suite 512 | San Francisco, CA 94104 | 415-777-2666
Mark Watts | mark@wattscohn.com | Sara Cohn, MAI | sara@wattscohn.com
November 20, 2019
Ms. Heather Ruiz
Management Analyst
City of South San Francisco
Economic & Community Development Department
400 Grand Avenue
South San Francisco, California 94080
Re: 19-WCP-098, Appraisal,
323 – 329 Miller Avenue (Portion)
South San Francisco, California
Dear Ms. Ruiz:
At your request and authorization, Watts, Cohn and Partners, Inc. has made an appraisal of the
above referenced property. The subject property appraised is located at 323 - 329 Miller Avenue
in the Downtown market area of South San Francisco, California. The subject property is a
commercial flex condominium located on the ground floor of a five-story parking garage structure
that was built from 2010 to 2011. The larger garage improvements are of reinforced concrete
construction with decorative masonry façade and storefront windows on the ground level. The
upper levels have an attractive design along the street frontage with arched fenestration. The
parking garage portion of the structure is not part of the subject appraisal.
According to the plans provided, the subject unit contains 7,343 square feet of interior area. The
interior of the unit is not built out, and the space has never been occupied or leased. The concrete
ceiling and walls are in place but need finishes. All of the mechanical, electrical, plumbing, and
ventilation systems are stubbed to the perimeter of the space but will need to be distributed to suit
the requirements of the occupant. In addition, the concrete flooring has not been installed and it
lacks an ADA restroom.
The subject has one roll up door with access from Fourth Lane at the rear of the site. There is no
designated assigned parking. However, parking permits for spaces in the garage above would be
Ms. Heather Ruiz - 2 - November 20, 2019
Watts, Cohn and Partners, Inc.
Commercial Real Estate Appraisal 19-WCP-098
available at a monthly rental rate. The subject property is currently in the process of being
condominium mapped. It does not have a new Assessor’s Parcel Number (APN) as of the date of
value. The site is currently identified as a portion of APN’s 012-312-040, 050, -060, and -070. It
is an assumption and limiting condition of this appraisal that the subject has been mapped and
can be sold as a condominium parcel.
This appraisal addresses the as-is market value of the fee simple condominium interest in the
subject property. The client for this appraisal is Ms. Heather Ruiz with the Economic and
Community Development Department with the City of South San Francisco, California. The
purpose of this appraisal is to estimate the as-is market value of the fee condominium interest in
the subject property for the possible sale of the property. The intended use of this appraisal report
is for internal decision-making purposes. This Appraisal Report should not be used or relied upon
by any other parties for any reason.
A more complete description of the subject property appraised, as well as the research and analyses
leading to our opinion of value, is contained in the attached summary narrative report. Chapter I
provides a basic summary of salient facts and conditions upon which this appraisal is based and
reviews the value conclusion.
EXTRAORDINARY LIMITING CONDITIONS
1. Reportedly, the subject property is currently in the process of being condominium mapped. It
does not have a new Assessor’s Parcel Number (APN) as of the date of value. The site is
currently identified as a portion of APN’s 012-312-040, -050, -060, and -070. It is an
assumption of this report that the subject property is a separate fee simple interest legally
transferable as a condominium parcel.
2. The interior of the unit is not built out and has never been occupied. We have relied on the
Contractor’s Estimate provided by the client for the costs to bring the space up to shell
condition with an ADA restroom and concrete flooring. It is assumed that the costs provided
to the appraiser are accurate. If actual costs are different from the costs provided the market
value of the subject could change.
3. A Preliminary Title Report has not been provided. The subject property is a proposed
condominium ownership interest. Condominiums are typically subject to association rules and
other covenants, conditions, and restrictions (CC&R’s). It is an assumption and limiting
condition of this report that any rules or other restrictions imposed on the subject do not
materially impact uses for this type of property. Based on our inspection of the site, the subject
does not appear to be impacted by any easements or restrictions. Furthermore, it is an
assumption and limiting condition of this report that's the subject property is not impacted by
any adverse easements.
The use of any hypothetical conditions and/or extraordinary assumptions cited within this appraisal
might have affected the assignment results.
Ms. Heather Ruiz - 3 - November 20, 2019
Watts, Cohn and Partners, Inc.
Commercial Real Estate Appraisal 19-WCP-098
VALUE CONCLUSION
As-Is Market Value
Based on the research and analysis contained within this report and subject to the assumptions and
limiting conditions contained herein, it is the opinion of the appraisers that the market value of the
fee simple condominium interest in the subject property, in its current physical as-is condition,
assuming it is a legally transferable condominium, as of October 22, 2019, is:
ONE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS
($1,250,000)
It is the opinion of the appraiser that the above concluded as-is market value for the subject
property could be achieved within 12 months of exposure period as of the date of value.
This letter must remain attached to the appraisal report, identified on the footer of each page as
19-WCP-098, plus related exhibits, in order for the value opinions set forth to be considered
valid.
CERTIFICATION
We, the undersigned, hereby certify that, to the best of our knowledge and belief: the statements
of fact contained in this report are true and correct; the reported analyses, opinions, and conclusions
are limited only by the reported assumptions and limiting conditions, and are our personal,
impartial, and unbiased professional analyses, opinions, and conclusions; we have no present or
prospective interest in the property that is the subject of this report, and we have no personal
interest with respect to the parties involved; we have no bias with respect to the property that is
the subject of this report or to the parties involved with this assignment; our engagement in this
assignment was not contingent upon developing or reporting predetermined results, our
compensation is not contingent upon the reporting of a predetermined value or direction in value
that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated
result, or the occurrence of a subsequent event directly related to the intended use of this appraisal;
the appraisal assignment was not based on a requested minimum valuation, a specific valuation,
or the approval of a loan; our analyses, opinions and conclusions were developed, and this report
has been prepared in conformity with the Uniform Standards of Professional Appraisal Practice,
Code of Professional Ethics and the Standards of Professional Appraisal Practice of the Appraisal
Institute, and is in compliance with FIRREA; Sara Cohn and Mary Dalton have made a personal
inspection of the property that is the subject of this report; no one provided significant real property
appraisal assistance to the persons signing this report. The use of this report is subject to the
requirements of the Appraisal Institute relating to review by its duly authorized representatives.
As of the date of this report Sara Cohn has completed the requirements under the continuing
education program of the Appraisal Institute. In accordance with the Competency Provision in the
USPAP, we certify that our education, experience and knowledge are sufficient to appraise the
Ms. Heather Ruiz - 4 - November 20, 2019
Watts, Cohn and Partners, Inc.
Commercial Real Estate Appraisal 19-WCP-098
type of property being valued in this report. We have not provided services regarding the property
that is the subject of this report in the 36 months prior to accepting this assignment.
We are pleased to have had this opportunity to be of service. Please contact us if there are any
questions regarding this appraisal.
Sincerely,
WATTS, COHN AND PARTNERS, INC.
Sara Cohn, MAI
Certified General Real Estate Appraiser
State of California No. AG014469
Mary K. Dalton
Certified General Real Estate Appraiser
State of California No. AG026990
TABLE OF CONTENTS
Watts, Cohn and Partners, Inc.
Commercial Real Estate Appraisal 19-WCP-098
I. REPORT SUMMARY .......................................................................................................... 1
A. Property Appraised ........................................................................................................ 1
B. Property Identifications ................................................................................................. 1
C. Client, Purpose, Intended Use and Intended User ...................................................... 2
D. Scope of Work................................................................................................................. 2
E. Date of Appraisal and Date of Report .......................................................................... 2
F. Definition of Terms ........................................................................................................ 2
G. Value Conclusion ............................................................................................................ 3
H. Assumptions and Limiting Conditions ......................................................................... 4
II. AREA AND NEIGHBORHOOD DESCRIPTION......................................................... 7
A. San Francisco Bay Area and San Mateo County ........................................................ 7
B. City of South San Francisco .......................................................................................... 8
C. Neighborhood Description ............................................................................................. 8
D. Market Trends ................................................................................................................ 9
III. PROPERTY IDENTIFICATION AND DESCRIPTION ............................................ 12
A. Subject Site Description ............................................................................................... 12
B. Ownership and Sales History ...................................................................................... 12
C. Environmental Observations ...................................................................................... 12
D. Easements and Restrictions ......................................................................................... 13
E. Taxes and Assessments ................................................................................................ 13
F. Flood Zone and Seismic Information ......................................................................... 13
G. Zoning and General Plan ............................................................................................. 14
H. Improvement Description ............................................................................................ 14
I. ADA Compliance .......................................................................................................... 15
IV. HIGHEST AND BEST USE AND VALUATION METHODOLOGY ...................... 16
A. Highest and Best Use .................................................................................................... 16
B. Methodology ................................................................................................................. 17
V. SALES COMPARISON APPROACH .......................................................................... 18
A. Comparable Building Sales ......................................................................................... 18
B. Analysis ......................................................................................................................... 19
C. As-If Improved with Interior Office Buildout Value Conclusion ............................ 22
TABLE OF CONTENTS
Watts, Cohn and Partners, Inc.
Commercial Real Estate Appraisal 19-WCP-098
VI. VALUATION BY THE INCOME APPROACH.......................................................... 23
A. Current Leasing Status ................................................................................................ 23
D. Economic Rent Estimate .............................................................................................. 23
E. Stabilized Net Operating Income Estimate ................................................................ 24
F. Overall Rate Selection .................................................................................................. 25
G. Value Conclusion, As-If Improved with 15% Office Buildout ............................... 25
VII. RECONCILIATION AND VALUE CONCLUSIONS ................................................ 26
TABLE OF EXHIBITS
Watts, Cohn and Partners, Inc.
Commercial Real Estate Appraisal 19-WCP-098
Page
LIST OF TABLES
Table 1 - Comparable Sales 18.1
Table 2 - Comparable Sales Adjustment Grid 19.1
Table 3 - Comparable Leases 23.1
Table 4 - Stabilized Income Statement 24.1
LIST OF EXHIBITS
Regional Map following 7
Neighborhood Map following 8
Parcel Map following 12
Subject and Neighborhood Photographs following 14
Comparable Sales Map following 18.1
Comparable Leases Map following 23.1
ADDENDA
Comparable Sales Photographs
Property Sketch
Qualifications and Licenses of
Appraisers
Appraisal: 323- 329 Miller Avenue, South San Francisco, California Page 1
Watts, Cohn and Partners, Inc.
Commercial Real Estate Appraisal 19-WCP-098
I. REPORT SUMMARY
A. Property Appraised
The subject property appraised is located at 323 - 329 Miller Avenue in the
Downtown market area of South San Francisco, California. The subject property is
a commercial flex condominium located on the ground floor of a five-story parking
garage structure that was built from 2010 to 2011. The larger garage improvements
are of reinforced concrete construction with decorative masonry façade and
storefront windows on the ground level. The upper levels have an attractive design
along the street frontage with arched fenestration. The parking garage portion of
the structure is not part of the subject appraisal.
According to the plans provided, the subject unit contains 7,343 square feet of
interior area. The interior of the unit is not built out, and the space has never been
occupied or leased. The concrete ceiling and walls are in place but need finishes.
All of the mechanical, electrical, plumbing, and ventilation systems are stubbed to
the perimeter of the space but will need to be distributed to suit the requirements of
the occupant. In addition, the concrete flooring has not been installed and it lacks
an ADA restroom.
The subject has one roll up door with access from Fourth Lane at the rear of the
site. There is no designated assigned parking. However, parking permits for spaces
in the garage above would be available at a monthly rental rate. The subject
property is currently in the process of being condominium mapped. It does not have
a new Assessor’s Parcel Number (APN) as of the date of value. The site is currently
identified as a portion of APN’s 012-312-040, -050, -060, and -070. It is an
assumption and limiting condition of this appraisal that the subject has been
mapped and can be sold as a condominium parcel.
This appraisal addresses the fee simple interest in the subject property in as-is
physical condition but assuming it is a legally transferable condominium.
B. Property Identifications
Assessor's Parcel Numbers: 012-312-040, -050, -060, and -070 (Portion)
Zoning: Downtown Residential Core (DRC)/Station Area Specific Plan
Census Tract No. 6022.00
Zip Code 94080
Flood Zone - No Flood Insurance Required Zone X
Earthquake Fault Zone None
Appraisal: 323-329 Miller Avenue, South San Francisco, California Page 2
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Commercial Real Estate Appraisal 19-WCP-098
C. Client, Purpose, Intended Use and Intended User
The client for this appraisal is Ms. Heather Ruiz, Management Analyst with the
Economic and Community Development Department with City of South San
Francisco, California. The purpose of this appraisal is to estimate the as-is market
value of the fee simple condominium interest in the subject property. The intended
use of this appraisal report is for internal decision-making purposes. This Appraisal
Report should not be used or relied upon by any other parties for any reason.
D. Scope of Work
The scope of work for this appraisal assignment report is to utilize the appropriate
approaches to value in accordance with Uniform Standards of Professional
Appraisal Practice (USPAP) to arrive at a market value conclusion. Specific steps
include the inspection of the subject property and the research, analysis and
verification of comparable data to arrive at a value indication as put forth in this
appraisal report. The Sales Comparison and Income Approaches are considered to
be the best indicators for the subject property. The Cost Approach is not considered
relevant for a condominium interest and is not included.
E. Date of Appraisal and Date of Report
The effective date of valuation is October 22, 2019.
The date of this appraisal report is November 20, 2019.
F. Definition of Terms
1. Market Value (OCC 12 CFR 34.42 (g)) (OTS 12 CFR, Part 564.2 (g)).
Market value means the most probable price which a property should bring
in a competitive and open market under all conditions requisite to a fair sale,
the buyer and seller, each acting prudently, knowledgeably and assuming the
price is not affected by undue stimulus. Implicit in this definition are the
consummation of a sale as of a specified date and the passing of title from
seller to buyer under conditions whereby:
a. Buyer and seller are typically motivated;
b. Both parties are well informed or well advised, and acting in what they
consider their own best interests;
c. A reasonable time is allowed for exposure in the open market;
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Commercial Real Estate Appraisal 19-WCP-098
d. Payment is made in terms of cash in US dollars or in terms of financial
arrangements comparable thereto; and
e. The price represents the normal consideration for the property sold
unaffected by special or creative financing or sales concessions granted
by anyone associated with the sale.
2. Fee Simple Interest (The Appraisal of Real Estate, 14th Edition, 2013)
A fee simple interest in valuations terms is defined as “…absolute ownership
unencumbered by other interest or estate, subject only to the limitations
imposed by governmental powers of taxations, eminent domain, police
power, and escheat.”
3. Condominium Ownership Interest (The Appraisal of Real Estate, 14th
Edition, 2013, p.84
A form of fee ownership of separate units or portions of multiunit buildings
that provides for formal filing and recording of a divided interest in real
property.
G. Value Conclusion
As-Is Market Value
Based on the research and analysis contained within this report and subject to the
assumptions and limiting conditions contained herein, it is the opinion of the
appraisers that the market value of the fee simple condominium interest in the
subject property, in its current physical as-is condition, assuming it is a legally
transferable condominium, as of October 22, 2019, is:
ONE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS
($1,250,000)
It is the opinion of the appraiser that the above concluded as-is market value for the
subject property could be achieved within 12 months of exposure period as of the
date of value.
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Commercial Real Estate Appraisal 19-WCP-098
H. Assumptions and Limiting Conditions
Extraordinary Assumptions
1. Reportedly, the subject property is currently in the process of being
condominium mapped. It does not have a new Assessor’s Parcel Number (APN)
as of the date of value. The site is currently identified as a portion of APN’s
012-312-050, -060, and -070. It is an assumption of this report that the subject
property is a separate fee simple interest legally transferable as a condominium
parcel.
2. The interior of the unit is not built out and has never been occupied. We have
relied on the Contractor’s Estimate provided by the client for the costs to bring
the space up to cold shell condition with an ADA restroom and concrete
flooring. It is assumed that the costs provided to the appraiser are accurate. If
actual costs are different from the costs provided the market value of the subject
could change.
3. A Preliminary Title Report has not been provided. The subject property is a
proposed condominium ownership interest. Condominiums are typically
subject to association rules and other covenants, conditions, and restrictions
(CC&R’s). It is an assumption and limiting condition of this report that any
rules or other restrictions imposed on the subject do not materially impact uses
for this type of property. Based on our inspection of the site, the subject does
not appear to be impacted by any easements or restrictions. Furthermore, it is
an assumption and limiting condition of this report that's the subject property is
not impacted by any adverse easements.
The use of hypothetical conditions and/or extraordinary assumptions may have
affected the assignment results.
General Limiting Conditions
3. It is the client's responsibility to read this report and to inform the appraiser of
any errors or omissions of which he/she is aware prior to utilizing this report or
making it available to any third party.
4. No responsibility is assumed for legal matters. It is assumed that title of the
property is marketable and it is free and clear of liens, encumbrances and special
assessments other than as stated in this report.
5. Plot plans and maps are included to assist the reader in visualizing the property.
Information, estimates, and opinions furnished to the appraiser, and contained
in the report, were obtained from sources considered reliable and believed to be
Appraisal: 323-329 Miller Avenue, South San Francisco, California Page 5
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Commercial Real Estate Appraisal 19-WCP-098
true and correct. However, no responsibility for accuracy of such items
furnished the appraiser is assumed by the appraiser.
6. All information has been checked where possible and is believed to be correct,
but is not guaranteed as such.
7. The appraiser assumes that there are no hidden or unapparent conditions of the
property, subsoil, or structures, which would render it more or less valuable.
The appraiser assumes no responsibility for such conditions, or for engineering
which might be required to discover such factors. It is assumed that no
additional soil contamination exists, other than as outlined herein, as a result of
chemical drainage or leakage in connection with any production operations on
or near the property.
8. In this assignment, the existence (if any) of potentially hazardous materials used
in the construction or maintenance of the improvements or disposed of on the
site has not been considered. These materials may include (but are not limited
to) the existence of formaldehyde foam insulation, asbestos insulation, or toxic
wastes. The appraiser is not qualified to detect such substances. The client is
advised to retain an expert in this field.
9. Any projections of income and expenses in this report are not predictions of the
future. Rather, they are an estimate of current market thinking of what future
income and expenses will be. No warranty or representation is made that these
projections will materialize.
10. The appraiser is not required to give testimony or appear in court in connection
with this appraisal unless arrangements have been previously made.
11. Possession of this report, or a copy thereof, does not carry with it the right of
publication. It may not be used for any purpose by any person other than the
party to whom it is addressed without the written consent of the appraiser, and
in any event only with the proper written qualification, only in its entirety, and
only for the contracted intended use as stated herein.
12. Neither all nor part of the contents of this report shall be conveyed to the public
through advertising, public relations, news sales, or other media without the
written consent and approval of the appraiser, particularly as to the valuation
conclusions, the identity of the appraiser, or any reference to the Appraisal
Institute or the MAI designation.
13. Information regarding any earthquake and flood hazard zones for the subject
property was provided by outside sources. Accurately reading flood hazard and
earthquake maps, as well as tracking constant changes in the zone designations,
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is a specialized skill and outside the scope of the services provided in this
appraisal assignment. No responsibility is assumed by the appraiser in the
misinterpretation of these maps. It is strongly recommended that any lending
institution re-verify earthquake and flood hazard locations for any property for
which they are providing a mortgage loan.
14. The Americans with Disabilities Act (ADA) became effective January 26,
1992. We have not made a specific compliance survey and analysis of the
proposed subject development to determine whether or not it is in conformity
with the various detailed requirements of the ADA. It is possible that a
compliance survey of the proposed project, together with a detailed analysis of
the requirements of the ADA, could reveal that the property is not in
compliance with one or more of the requirements of the Act. If so, this fact
could have a negative effect on the value of the property.
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II. AREA AND NEIGHBORHOOD DESCRIPTION
A. San Francisco Bay Area and San Mateo County
The San Francisco Bay Area consists of nine counties, including San Francisco,
San Mateo, Santa Clara, Alameda, Contra Costa, Napa, Sonoma, Solano, and
Marin. The economic outlook for the San Francisco Bay Area is favorable. On a
regional basis, the Bay Area has a diversified economic base which helps insulate
it from national economic fluctuations.
Employment patterns within San Francisco are generally oriented toward office
activities. These activities, as opposed to functions such as heavy industry, have
traditionally been less vulnerable to changes in the business cycle. Originally, Santa
Clara County was the center of technology employment expansion, which has
spread throughout the Bay Area, particularly into the counties of Alameda and San
Mateo on the Peninsula.
San Mateo County is located in the Peninsula, just south of San Francisco. It totals
approximately 450 square miles of land extending from the Pacific Ocean on the
west to San Francisco Bay on the east, and benefits from its proximity to both San
Francisco and the Silicon Valley. The county is geographically divided into eastern
and western portions by the foothills, with most development traditionally having
taken place along the more accessible eastern portion, facing the San Francisco
Bay.
The county is characterized by a ribbon of manufacturing, engineering and
technical products firms closest to the bay, with business and residential areas
stretching westward into the foothills. Land available for development is in short
supply. Consequently, population expansion has slowed. According to the
California Department of Finance (DOF), as of January 2019 the population of San
Mateo County was 774,485, a 0.3% increase over the previous year. The DOF
projections estimate that San Mateo County's population will rise approximately
8% to 833,868 by 2030.
In terms of employment, San Mateo County has a diversified economy. Its
unemployment has historically been below state and national levels. The California
Economic Development Department (EDD) reports that as of September 2019, San
Mateo County had an unemployment rate of 1.7%, down from 3.1%, over the past
three years. County residents’ household earnings, average education levels, and
spending power are all above average for the region. Both rents and home sale
prices are high in San Mateo County, and there is a generally recognized dearth of
affordable housing for area residents. Consequently, many workers commute from
other counties and cities, adding to traffic congestion throughout the area.
REGIONAL MAP
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Transportation systems serving the County are well established and heavily used
by area residents and workers. Two primary freeways running north/south through
the area are the Bayshore Freeway (Highway 101) and Interstate 280. Highways 92
and 380 connect these arteries in the central and north/central portions of the
county. El Camino Real is the main, commercially developed surface street on the
San Francisco Peninsula. CalTrain passenger trains and limited rail freight serve
the area, and SamTrans bus service is also available. The San Francisco
International Airport is the region’s main airport.
B. City of South San Francisco
The city of South San Francisco is located in the northern portion of San Mateo
County, approximately three miles south of the City and County of San Francisco.
The city is generally bordered by Daly City and Pacifica to the west, San Bruno
and the San Francisco International Airport to the south, and the San Francisco Bay
to the east. Its northern boundary is formed by the cities of Brisbane and Colma,
and the San Bruno Mountain County Park. Based on Department of Finance
estimates, as of January 2019, the city has a population of 67,078, generally level
over the prior year, but reflecting 4% growth over the past three years.
Land uses in the city can be characterized as industrial development in the south
and eastern portions of the city, and residential neighborhoods to the north and west.
Downtown South San Francisco along Grand Avenue, west of Highway 101, has
retained its appealing small-town character. Residents benefit from pubic
transportation provided by CalTrain, just east of Downtown. The CalTrain station
is currently being redeveloped and is expected to be completed in the first quarter
of 2020. In addition, Bay Area Rapid Transit (BART), northwest of Downtown,
provides access to employment centers throughout the Bay Area. SamTrans bus
service also serves the greater market area.
South San Francisco’s proximity to City and County of San Francisco, the San
Francisco International Airport, and Silicon Valley have been the principal factors
in its development. South San Francisco is served by three major freeways,
Highway 101 on the east, El Camino Real (State Highway 82) through the central
portion of the city, and Interstate 280 on the west. In addition, Interstate Highway
380 is located just outside the southern boundary of South San Francisco and links
these three routes. The city also has a network of major surface streets, rail lines,
numerous truck carriers, and public and private bus services.
C. Neighborhood Description
The subject property is located in the Downtown area, on Miller Avenue, between
Maple and Linden Avenues. Generally, this market area is bounded by Tamarack
Lane and Armour Avenue to the north, Airport Boulevard and Highway 101 to the
NEIGHBORHOOD MAP
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east, Railroad Avenue to the south, and Chestnut Avenue to the west. The subject
property has frontage on Miller Avenue and rollup door access from 4th Lane.
Miller Avenue is two blocks north of Grand Avenue, which is the main Downtown
strip with most civic uses and neighborhood serving commercial uses.
City Hall is located within one block from the subject property at 400 Grand
Avenue. The commercial condominium unit adjacent and to the west of the subject
property is occupied by the City of South San Francisco's IT Department. The
subject unit is in the ground floor of a relatively recently constructed City-owned
parking garage, which was designed with an architecturally appealing façade.
There is a concrete paved walkway between Grand Avenue and 4th Lane, which
provides access from the rear of the subject site to the restaurants and cafes along
Grand Avenue. The newly constructed Rotary Miller Avenue Senior Housing
Community is located across the street from the subject property. It consists of five
stories with 81 senior residential units and a single level parking garage on a 24,000
square foot lot.
There are interspersed single family residential homes along the subject street. The
structures adjacent to the east and west of the subject site are a two story multi-
family buildings, constructed in the 1970’s. There is a Wells Fargo Bank at the
southwest corner of Miller and Linden Avenues, a US Post Office at the southeast
corner of Miller and Linden Avenues, and a gas station at the northwest corner of
Miller and Linden Avenues. Further west is primarily single family and multifamily
one and 2 story improvements in average condition.
The subject property benefits from its location within one block from the
Downtown commercial strip, good freeway access, and proximity to bus transit and
the CalTrain Station. Overall, the subject property is well located in the Downtown
area, with a mix of residential and commercial uses. The market trends of new
development of residential and commercial uses is positive. The overall outlook for
the immediate neighborhood is positive.
D. Market Trends
South San Francisco has seen new development in recent years with new residential
and office developments underway. A redevelopment project at 379 Oyster Point
Boulevard by Kilroy is under construction. The first phase consists of 3 six-story
office/R&D buildings, totaling approximately 500,000 square feet on a 10 acre
parcel.
Genentech is currently constructing a new 8-story 160,000 square foot office and
amenity building at 500 East Grand Avenue, with completion expected by the end
of the year. Life sciences company, Genesis, is constructing two office towers
totaling 665,000 square feet including 24,000 square feet of commercial space, a
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200-seat performing arts center, and an amenity building. The project is currently
under construction.
SummerHill Apartment communities is developing a six-story, mixed-use
community, with 172 apartments and 12,000 square feet of ground floor
commercial space at 988 El Camino Real, situated across from the planned
Community Civic Campus site. Sares Regis Group is in the process of purchasing
an assemblage of lots in order to commence the next phase of construction for its
apartment development known as Cadence on Cypress Avenue, in the Downtown
area. The first phase of this project was completed in 2019 and consists of 260 units.
Furthermore, Fairfield Development is nearing completion of a five-story
residential development consisting of 157 units with a two-level parking garage at
150 to 190 Airport Boulevard, near Grand Avenue and the CalTrain Station. In
addition, a mixed-use development at 200 Linden Avenue, in the Downtown area,
is now under construction. It will include 97 high end residential condominiums
with parking and ground floor commercial space.
South San Francisco is part of the Peninsula submarket. According to Kidder
Mathews third quarter 2019 Industrial Market Trends Report, direct vacancy for
industrial flex space fell 10 basis points over the past quarter, to 2.8% by the end
of the third quarter. From a YOY standpoint, vacancy rates rose 40 basis points.
Net absorption ended at a positive 66,000 square feet. However, leasing activity
decreased 67% quarter over quarter. South San Francisco industrial vacancy is 3%.
High demand but low supply remained a factor in the region. Just over 106,000
square feet of industrial product was leased, with the North County accounting for
71% of activity. South San Francisco posted the largest amount at 70,664 square
feet. Year to date, leasing activity in the submarket of South San Francisco is
425,000 square feet.
Rental rates remained stable in the third quarter, averaging $1.54 per square foot
NNN for flex space. Compared to a year ago, rates have increased nearly 3%. South
San Francisco, one of the most desirable industrial submarkets on the Peninsula,
reported rates at $1.33 per square foot NNN. Redwood City direct rates averaged
$2.07 per square foot NNN, while Menlo Park reported $2.15 per square foot NNN.
Sale volume reached $86.2 million in the third quarter for industrial/flex product, a
19% increase quarter-over-quarter and a 265% jump year over year. Average price
per square foot was $261 per square foot this quarter, with an average cap rate of
4.3%. Demand for R&D space remains high on the Peninsula, particularly driven
by an active biotech industry. Just over 710,000 square feet of leases were signed
in the third quarter, with South San Francisco dominating all submarkets with
464,654 square feet of leasing activity.
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R&D direct vacancies stood at 5.4% at the end of 3Q 2019, down 20 basis points
from the prior quarter. Two of the major R&D markets held low vacancy rates, with
Menlo Park at 1.7% and South San Francisco at 2.3%. Average direct rental rates
remained stable from the previous quarter at $4.64 per square foot NNN. South San
Francisco held the highest rate, averaging $5.00 per square foot NNN, while
Belmont offered the most affordable rate at a $3.25 per square foot NNN.
According to Kidder Mathews third quarter 2019 Office Market Trends Report,
Class C Office space holds the lowest vacancy rate among the various classes of
space at 3%. The average overall rental rate for Class C Office space is $3.99 per
square foot, on a full service basis in the greater Peninsula Market Area. The direct
vacancy rate in the South San Francisco submarket for office space is currently
11.4%., with an average overall rental rate of $3.64 per square foot on a full service
basis.
According to the market statistics of CoStar, currently office rents in South San
Francisco, East of Highway 101 command a premium at $4.95 per square foot per
month, with a year over year growth of 7.4%. Whereas, office rents in South San
Francisco, West of 101 command lower rates at $3.06 per month, on a full service
basis, with a slower growth rate of 0.8%.
The current vacancy rate in the subject submarket West of 101 is currently 2.8%
for office space, relatively level over the past year. Costar indicates six sales of
office buildings over the past year with an average price per square foot of $377 in
the subject sub-market, with an average time on the market of four months. Overall,
the outlook is generally stable in the subject submarket for industrial, flex, R&D,
and office space.
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III. PROPERTY IDENTIFICATION AND DESCRIPTION
A. Subject Site Description
The subject property is a commercial condominium unit. The subject property is
currently in the process of being condominium mapped. It does not have a new
Assessor’s Parcel Number (APN) as of the date of value. The site is currently
identified as a portion of APN’s 012-312-040, 050, -060, and -070. The assessor’s
map is shown on the following page. It is an assumption of this report that the
subject property is a separate fee simple interest legally transferable as a
condominium.
The common area parcel, which contains the subject condominium parcel, totals
24,402 square feet, or approximately 0.56 acres. The parcels are rectangular shaped
site with frontage on Miller Avenue and Fourth Lane. The precise nature and
condition of the subsurface of the soils is not known; however, judging from the
condition and appearance of the subject improvements and adjacent properties, it is
assumed that the soil conditions are satisfactory for the construction of conventional
building improvements.
The surrounding streets are fully paved and improved with sidewalks, curbs, and
gutters. The property is served with typical urban utilities, including public water
and sewer systems. Local companies supply electricity, gas and telephone service.
B. Ownership and Sales History
A Preliminary Title Report was not provided. According to public record, the
majority of the subject is owned by the City of South San Francisco, which
developed the site in 2010 to 2011. However, a portion of the subject identified as
APN 012-312-070 was transferred to the Successor Agency of the City of South
San Francisco Redevelopment Agency in 2016.
According to our research, no transfers of ownership have been reported in the last
three years. The subject has not been openly marketed for sale and there has been
limited interest in the space. The City is currently in negotiations with the United
Food and Commercial Workers (UFCW) Local 5 Union to sell the subject
commercial condominium unit. The Union has offered $1,250,000 to purchase the
space in as is condition. This is equal to $170.23 per square foot.
C. Environmental Observations
No environmental reports were provided. Based on physical inspection of the
property, no evidence of any toxic contamination of the site or building
improvements was observed. The were no reports of any underground storage tanks
PROPOSED ASSESSOR’S MAP
SUBJECT
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or environmental contamination. In addition, there was no evidence of drainage
problems or wetland vegetation. The reader is directed to the limiting condition in
Chapter I of this report, which assumes that the site is clean.
D. Easements and Restrictions
A Preliminary Title Report has not been provided. Based on our inspection of the
site, the subject does not appear to be impacted by any easements or restrictions.
Furthermore, it is an assumption of this report that's the subject property is not
impacted by any adverse easements.
E. Taxes and Assessments
In California, real property is assessed at full market value as determined by the
County Assessor at the time of transfer. A property’s assessed value may be
increased by a maximum of two percent annually, as mandated by Proposition 13,
until the property transfers or is improved. The subject property is currently in the
process of being condominium mapped. It does not have a new Assessor’s Parcel
Number (APN) as of the date of value. The site is currently identified as a portion
of APN’s 012-312-040, 050, -060, and -070.
As City owned property, the subject property is exempt from property taxes.
Currently, the County Assessor’s tax bills for the APN's shown above indicate no
assessed values. The tax rate area is 13-054. The current tax assessment rate is
1.065% of assessed value. Special charges for mosquito abatement are shown on
the tax bill for APN 012-312-070 in the amount of approximately $12.
F. Flood Zone and Seismic Information
According to the FEMA flood maps, the subject property is located in Zone X,
based on Community Panel Number 06081C0043F, dated April 5, 2019. This is
defined as an area that is determined to be outside the 100 and 500-year floodplain,
and typically no flood insurance is required.
According to governmental geological evaluations, the entire San Francisco Bay
Area is located in a seismic zone. No active faults, however, are known to exist on
the subject property. Inasmuch as similar seismic conditions generally affect
competitive properties, no adverse impact on the subject property is considered.
The subject is not located in an Alquist Priolo earthquake fault zone.
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G. Zoning and General Plan
The subject property has a zoning designation of Downtown Residential Core
(DRC)within the Downtown Station Area Specific Plan. According to the City of
South San Francisco's Municipal Code:
The Downtown Residential Core sub-district is located in the
Downtown in the remainder of the Pedestrian Priority Zone not
defined as Grand Avenue Core or Downtown Transit Core. This
sub-district is defined by Tamarack Lane on the north, Second Lane
on the south, Spruce Avenue on the west, and Airport Boulevard on
the east.
This district is intended to provide for high density residential
neighborhoods near the center of Downtown and within about ½
mile of the Caltrain Station. This sub-district allows, but does not
require, commercial uses on the ground floor. This sub-district will
provide additional residential opportunities within an area that will
have significant pedestrian and bicycle improvements to allow easy
access to Caltrain and the employment center east of US 101.
The subject is allowed commercial uses such as restaurants, convenience markets,
personal services and retail sales. Parking is permitted. Offices are allowed with a
minor use permit. The maximum FAR is 3.0.
This development was built by the City of South San Francisco in 2010/2011.
Therefore, it is considered a legal and conforming use.
H. Improvement Description
The subject property is a commercial flex condominium located on the ground floor
of a five-story city parking garage structure that was built in 2010/2011. The
improvements are of reinforced concrete construction with decorative masonry
façade and storefront windows on the ground level. The upper levels have an
attractive design along the street frontage with arched fenestration. The public
parking garage has parking spaces which are rented on a daily, hourly and monthly
basis. The parking garage is not part of the subject appraisal.
According to the plans provided, the subject unit contains 7,343 square feet of
interior area. The drawings provided indicate that supporting column area is
approximately 46 square feet of floor area and the net interior area is 7,297 square
feet. Ceiling height is approximately 15 feet and there is one roll up door with a
height of approximately 14 feet. There are two double glass doors and windows
which face Miller Avenue.
SUBJECT PHOTOGRAPHS
Street Scene Facing West on Miller Avenue Street Scene Facing East on Miller Avenue
Front View of Subject Property Rear View of Subject Property
SUBJECT PHOTOGRAPHS
Street Scene at Rear of Subject Property Facing East Street Scene at Rear of Subject Property Facing West
Interior Subject Property Facing Front Roll Up Door at Rear of Subject Property
SUBJECT PHOTOGRAPHS
Interior Subject Property Interior Subject Property
Interior Subject Property Facing Rear Entry to Subject Property
SUBJECT PHOTOGRAPHS
Parking Garage Entrance Adjacent to Subject Property Parking Garage in Larger Subject Building
Walkway at Rear of Subject Property to Grand Avenue Utility Room for Larger Subject Building
NEIGHBORHOOD PHOTOGRAPHS
Improvements to the East of the Subject Property Improvements Across the Street from the Subject
Street Scene Facing West Improvements to the West of the Subject Property
NEIGHBORHOOD PHOTOGRAPHS
Walkway to Subject Property from Grand Avenue Street Scene of Grand Avenue Facing West
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The interior of the unit is not built out and has never been occupied. The ground
level currently is base rock. The concrete ceiling and walls are in place but need
finishes. All of the mechanical, electrical, plumbing, and ventilation systems are
stubbed to the perimeter of the space but will need to be distributed to suit the
requirements of the occupant. In addition, the concrete flooring has not been
installed and it lacks an ADA restroom. It has one roll up door with access from
Fourth Lane at the rear of the site. There is no designated assigned parking.
The subject larger building improvements are of good quality, and in good
condition. The subject condominium is not built out and has no restroom or slab
flooring. It has never been occupied or leased. A Contractor’s Estimate was
provided by the client which was prepared by Bloach Construction and was
reviewed by the South San Francisco Building Department.
Reportedly, the cost to build out the space to shell condition with concrete flooring,
an ADA bathroom and sewer line repair is approximately $789,000 which is equal
to approximately $107 per square foot. The estimated costs to build out the space
with approximately 15% office area, or 1,030 square feet, was derived from
Marshall Valuation at approximately $85 per square foot. The estimated total
buildout cost is $143.00 per square foot, including profit., or approximately
$1,050,000.
Overall, no deferred maintenance was observed based on physical inspection of the
property. The property has a chronological age of approximately eight years.
However, as it has not yet been built-out with interiors and the effective age is
concluded to be one year. The economic life is considered to be 50 years, indicating
remaining economic life of approximately 49 years.
I. ADA Compliance
An ADA compliance survey was not provided for review, nor was one performed
by the appraiser. Based on inspection of the property, the building appears to
conform to current ADA requirements. However, the reader is directed to the
limiting condition in Chapter I of this report, which states that any effect on value
of potential ADA noncompliance has not been considered in this appraisal.
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IV. HIGHEST AND BEST USE AND VALUATION METHODOLOGY
A. Highest and Best Use
Highest and best use is the reasonably probable and legal use of vacant land or an
improved property that is physically possible, appropriately supported, and
financially feasible and that results in the highest value. (The Appraisal of Real Estate,
13th Edition, 2008, p.277-278)
The four criteria the highest and best use must meet are physical possibility, legal
permissibility, financial feasibility, and maximum productivity. Analysis of the
subject’s highest and best use is made as if the site were vacant, and as improved
with the existing improvements.
In determining the highest and best use of the subject site as if vacant, the four tests
are applied to the subject. These include: legal permissibility, physical possibility,
financial feasibility and maximum productivity.
As If Vacant
The subject property consists of a commercial condominium parcel. If the larger
site were vacant, the only possible highest and best use of the subject airspace
property would be for development in conjunction with the remaining
condominium ownerships. The subject is located in a Downtown Residential Core
(DRC) zoned area within the Downtown Station Area Specific Plan, which allows
for a variety of commercial uses on the ground floor with residential units on the
upper floor. Speculative construction of mixed use project is currently feasible in
the subject market.
The highest and best use of the larger property, as if vacant, is a mixed-use
property. The highest and best use of the subject unit, as if vacant, would be to
assemble with the other airspace condominiums to build a mixed-use structure,
with commercial on the ground floor, in accordance with zoning provisions.
As Improved
The subject property is a commercial condominium unit with ample street
frontage, as well as drive in access, from the rear of the site. It is situated on the
ground floor of a municipal parking garage. It is located one block from the main
Downtown neighborhood commercial dining and shopping area.
Demolition is not financially feasible. Expansion would not be physically
possible or legally allowed. The subject unit is currently in sale negotiations with
a buyer who intends to occupy the property for assembly and administration use.
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Therefore, the highest and best use of the subject as improved is its proposed use
as a commercial flex condominium space. The subject benefits from a central
location and drive in access and would most likely appeal to an owner user.
B. Methodology
The valuation of any parcel of real estate is derived principally through three
approaches to the market value. From the indications of these analyses, and the
weight accorded to each, an opinion of value is reached. Each approach is more
particularly described below.
Cost Approach
This approach is the summation of the estimated value of the land, as if vacant, and
the reproduction of replacement cost of the improvements. From these are deducted
the appraiser's estimate of physical deterioration, functional obsolescence and
economic obsolescence, as observed during inspection of the property and its
environs. The Cost Approach is based on the premise that, except under most
unusual circumstances, the value of a property cannot be greater than the cost of
constructing a similar building on a comparable site.
Sales Comparison Approach
This approach is based on the principal of substitution, i.e., the value of a property
is governed by the prices generally obtained for similar properties. In analyzing the
market data, it is essential that the sale prices be reduced to common denominators
to relate the degree of comparability to the property under appraisal. The difficulty
in this approach is that two properties are never exactly alike.
Income Approach
An investment property is typically valued in proportion to its ability to produce
income. Hence the Income Approach involves an analysis of the property in terms
of its ability to provide a net annual income. This estimated income is then
capitalized at a rate commensurate with the risks inherent in ownership of the
property, relative to the rate of return offered by other investments.
Due to the subjective nature of estimating accrued depreciation on the subject
building and because market participants seldom use the Cost Approach, this
approach is not included. The remaining chapters of the report contain the Sales
Comparison and Income Approaches to value.
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V. SALES COMPARISON APPROACH
In this approach, the value of the subject property is established by a comparison to other
similar properties which have sold in the recent past. The table on the following page
summarizes comparable sales of commercial condominiums in the subject market area for
this segment of the market. The comparable sales are further discussed in the following
paragraphs.
The most common unit of comparison is price per square foot of building area. In this
analysis, the market value of the subject condominium as-if improved with an interior
build-out in place is first estimated. The subject is assumed to have a concrete floor with
15% office build out, including an ADA compliant restroom, which is similar to the
comparable sales. After the reconciliation of the value indications, a deduction will be
made for the estimated costs of bringing the subject to market standards.
A. Comparable Building Sales
Comparable 1 is the recent sale of three ground floor commercial flex condominium
units located at 434 N. Canal Street in the Spruce Business Park in South San Francisco.
It is within one mile south of the subject property. The building is of reinforced concrete
construction, built in 1990. The three units contain a total of 7,832 square feet and each
unit has a roll up door.
Approximately 9% of the space is built out as office area and a full kitchen. The flex
space has 20-foot clear height, HVAC ventilation, and sprinklers. The buyer intends to
occupy the space, and this was an owner/user purchase. The sale includes 11
designated parking spaces, or 1.4 spaces per 1,000 square feet. This property sold in
August 2019 for $3,124,000, or $399 per square foot of floor area. Based on market-
oriented income and expenses, an overall rate of 5.4% is indicated.
Comparable 2 is the sale of two ground floor commercial flex condominium units
located at 390 Swift Avenue in the Swift Avenue Industrial Center in eastern South San
Francisco. It is situated on the east side of Highway 101. The building is of reinforced
concrete construction, built in 1981. The two units contain a total of 9,000 square feet
and each unit has a roll up door.
Approximately 10% of the space is built out as office area. The flex space has 20-foot
clear height, HVAC ventilation, and sprinklers. The seller is going to leaseback the
space for 18 months. The sale includes 12 designated parking spaces, or 1.3 spaces per
1,000 square feet. This property sold in September 2018 for $3,150,000, not including
the credit to the buyer for the leaseback. This equates to $350 per square foot of floor
area. Based on market-oriented income and expenses, an overall rate of 5.4% is
indicated.
Table 1Page 18.1Cons. TypePrice per NOI Year Built GrantorSale Date Sale Sq.Ft NOI/SF Stories GranteeNo. Location Sale Type Price Bldg Area OAR Parking Doc #1 Spruce Business Park8/19 7,832 SF$3,124,000 $399$167,855 Reinforced Concrete 3 Industrial Condos Shaul Samucha434 N. Canal StreetOwner/User $21.43 1990 9% Office Build-Out South City Properties, LLCUnits #8, #9, #105.4%1 Story 20' Clear Height 066924South San Francisco11 Assigned Spaces 3 Roll-Up DoorsAPN: 102-271-080, -090, -100Sprinklered; HVAC2 Swift Ave. Industrial Center9/18 9,000 SF $2,863,500$350$170,706 Reinforced Concrete 2 Industrial Condos The Balliet Family Partnership390 Swift Ave.Investment $286,500(1)$18.97 1981 10% Office Build-Out Moonspeed, LLCUnits #14 & #15$3,150,000 5.4%1 Story 20' Clear Height 074120South San Francisco12 Assigned Spaces 2 Roll-Up DoorsAPN: 101-960-140, -150Sprinklered; HVAC3 S. Canal St. Condominiums8/18 7,230 SF$2,630,000 $364$154,953 Reinforced Concrete 2 Industrial Condos Deibel Family Trust405 & 407 S. Canal StreetOwner/User $21.43 2008 17% Office Build-Out Ng & Li Family TrustSouth San Francisco5.9%1 Story 20' Clear Height 068434APN: 104-740-020, -03021 Assigned Spaces 2 Roll-Up DoorsSprinklered; HVAC4 267 & 273 E. Harris Avenue5/18 19,187 SF$5,445,000 $284$308,412 Concrete Tilt-Up 2 Industrial Condos Pacific Gateway ConcessionsSouth San Francisco Owner/User $16.07 1963 21% Office Build-Out Flodr Family TrustAPN: 015-220-070, -0805.7%1 Story 18' Clear Height 04014720 Parking Spaces 2 Roll-Up DoorsSprinklered; HVAC5 416 Browning Way2/18 10,000 SF$2,800,000 $280$157,654 Concrete Tilt-Up 1 Stand Alone Building TriCo Bancshares/R. BrugioniSouth San Francisco Investment $15.77 1955 100% Flex/Office Build-Out Martial TrustAPN: 014-231-0305.6%1 Story 18' Clear Height 01203925 Parking Spaces 1 Roll-Up DoorSprinklered; HVAC**SUBJECT**7,343 SF $125,900 Reinforced Concrete 1 Flex Condo$17.15 2010/2011 0% Office Build-Out1 Story 15' Clear HeightNone 1 Roll-Up DoorsSprinklered; HVAC(1) Credit to Buyer for Seller Leaseback for 18 MonthsSource: Watts, Cohn, and Partners, Inc., November 201919-WCP-098(Sq. Ft.)Bldg.CommentsSale/LeasebackCOMPARABLE COMMERCIAL CONDOMINIUM SALES323 - 329 Miller AvenueSouth San Francisco, CaliforniaArea
COMPARABLE SALES MAP
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Comparable 3 is the sale of two ground floor commercial flex condominium units
located at 405 to 407 S. Canal Street in the South Canal Street Condominiums in South
San Francisco. It is situated within one mile south of the subject property. The building
is of reinforced concrete construction, built in 2008. The two units contain a total of
7,230 square feet and each unit has a roll up door.
Approximately 17% of the space is built out as office area. The flex space has 20-foot
clear height, HVAC ventilation, and sprinklers. This is an owner/user sale. The buyer
will occupy the space as a food tasting lab space. The sale includes 21 designated
parking spaces, or 2.9 spaces per 1,000 square feet of building area. This property sold
in August 2018 for $2,630,000, or $364 per square foot of floor area. Based on market-
oriented income and expenses, an overall rate of 5.9% is indicated.
Comparable 4 is the sale of two ground floor commercial flex condominium units
located at 267 & 273 E. Harris Street in South San Francisco. It is situated on the east
side of Highway 101. The building is of concrete tilt-up construction, built in 1963.
The two units contain a total of 19,187 square feet and each unit has a roll up door.
Approximately 21% of the space is built out as office area. The flex space has 18-foot
clear height, HVAC ventilation, and sprinklers. The buyer operates a video game
equipment rental company and intends to occupy the space. The sale includes 20
designated parking spaces, or 1 space per 1,000 square feet. This property sold in May
2018 for $5,445,000, or $284 per square foot of floor area. Based on market-oriented
income and expenses, an overall rate of 5.7% is indicated.
Comparable 5 is the sale of a stand-alone, single tenant commercial building, entirely
built out as flex office space. It is located at 416 Browning Way in South San Francisco,
approximately one mile south of the subject property. The building is of concrete tilt-
up construction, built in 1955. The two units contain a total of 10,000 square feet and
has one roll up door.
The building has 18-foot clear height, HVAC ventilation, and sprinklers. This property
was purchased by an investor and was fully leased at the time of the sale to BIA Cordon
Bleu for use as their sales and marketing offices. The site has 25 parking spaces, or 2.5
spaces per 1,000 square feet. This property sold in February 2018 for $2,800,000. This
equates to $280 per square foot of floor area. An overall rate of 5.6% was reported.
Based on the reported net operating income, the triple net rent in place at the time of
sale appears market oriented.
B. Analysis
The selected sales indicate unadjusted unit values ranging from $280 to $399 per square
foot. The owner/user sales typically represent the high end of the range, as owner/users
are generally more willing to pay a premium. The comparable sales range in size from
Table 2Page 19.1SubjectSale Price $3,124,000 $3,150,000 $2,630,000 $5,445,000 $2,800,000Square Feet 7,343 7,832 9,000 7,230 19,187 10,000Price Per SF $399 $350 $364 $284 $280Property Rights Condo Fee Condo 0% Leased Condo 0.0% Fee Condo 0.0% Fee Condo 0% Leased Fee -5.0%Sales or FinancingConventional0% Conventional0% Conventional0% Conventional0% Conventional0%Adj Price PSF Value $399 $350 $364 $284 $266Date of Sale 8/19 0.0% 9/18 0% 8/18 0.0% 5/18 0.0% 2/18 0.0%Adj Price PSF Value$399 $350 $364 $284 $266Market Area Average Similar 0.0% Superior -5.0% Similar 0.0% Superior -5.0% Similar 0.0%Exposure/Visibility/Traffic Average Similar 0.0% Similar 0.0% Similar 0.0% Inferior 5.0% Inferior 10.0%Size (SF) 7,343 Similar 0.0% Similar 0.0% Similar 0.0% Larger 7.5% Similar 0.0%Age/Quality/Condition Newer Inferior 5.0% Inferior 5.0% Similar 0.0% Inferior 10.0% Inferior 20.0%Functional Utility Fair Superior -10.0% Superior -10.0% Superior -10.0% Superior -10.0% Superior -10.0%Commercial Appeal Average Similar 0.0% Similar 0.0% Inferior 7.5% Inferior 10.0% Inferior 5.0%Parking/Other None Superior -10.0% Superior -10.0% Superior -10.0% Superior -10.0% Superior -10.0%Net Adjustment -15.0% -20.0% -12.5% 7.5% 15.0%Adjusted Per SF (As If Improved w/15% office Buildout): $339 $280 $318 $305 $306Adjusted Per SF (Rounded): $339 $280 $318 $305 $306Adjusted Price Per Square Foot:$280 to $339Value Conclusion Per Square Foot:7,343 SF X $315 PSFValue Conclusion Rounded:$2,310,000Source: Watts, Cohn, and Partners, Inc., November 201919-WCP-098South San FranciscoS. Canal St. CondominiumsBUILDING SALES ADJUSTMENT GRID 323 - 329 Miller AvenueSan Francisco, CaliforniaComparable 1 Comparable 2 Comparable 3 Comparable 4 Comparable 5Units #8, #9, #10 Units #14 & #15434 N. Canal StreetSwift Ave. Industrial Center405 & 407 S. Canal Street267 & 273 E. Harris Avenue 416 Browning WaySpruce Business Park390 Swift Ave.South San FranciscoSouth San FranciscoSouth San Francisco South San Francisco
Appraisal: 323-329 Miller Avenue, South San Francisco, California Page 20
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approximately 7,230 to 19,187 square feet. Smaller sales typically sell for a higher unit
value. The sales occurred between February 2018 and August 2019.
The adjustments to the comparable sales are summarized in the grid on the following
page. After further analysis, an appropriate unit value can be concluded for the subject
property. It should be emphasized that although the adjustment process is a mechanical
one, the analysis applied by the appraiser is actually less mechanical and more intuitive
in nature. Specific adjustments are intended to represent the appraiser’s best judgment
concerning the differential between each comparable and the subject. Any specific
adjustment should be considered general in nature and the overall process is intended
to narrow the pattern indicated by the comparable data. Adjustments are summarized
as follows:
Property Rights
Most of the sales are owner/user buyers. Two of the sales were purchased as
investments. However, no adjustment is warranted for Comparable Sale 2, given that
the lease rate is considered market oriented. Comparable Sale 5 was not the transfer of
a condominium ownership interest and is considered superior in terms of the bundle of
rights included in the real estate, not subject to condominium CC&R’s, as a stand-alone
building and has been adjusted accordingly.
Date of Sale
No adjustments have been applied for date of sale, considering the market has been
relatively stable for office/flex condominium units in the subject market area during
this time frame.
Location
Comparable Sales 1, 3, and 5 are generally similar to the subject in terms of market
area. However, Comparable Sales 2 and 4 are considered superior with regard to this
element of comparison, for which downward adjustments have been applied. Office
flex properties in the submarket of South San Francisco East of 101 command a
premium in comparison to similar spaces in the submarket of South San Francisco West
of 101, as the market area East of 101 is more established and desirable in terms of
surrounding office and flex commercial uses.
Access, Exposure, Visibility, and Traffic
Comparable Sales 1, 2, and 3 are generally similar to the subject in terms of access,
exposure, visibility, and traffic. However, Comparable Sales 4 and 5 are considered
inferior with regard to this element of comparison, for which upward adjustments have
been applied.
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Size
Most of the comparable properties are considered similar to the subject with respect to
building area and investment magnitude. However, Comparable Sale 4 is larger than
the subject property in size and investment magnitude, warranting an upward
adjustment.
Age, Quality, & Condition
The subject property was relatively recently constructed. Most of the comparable sales
are older and of inferior quality and/or condition, suggesting upward adjustments. The
subject is assumed to have 15 percent office build out which is superior to Comparable
Sales 1 and 2 and an upward adjustment is made. Comparable Building Sale 4 has a
higher office build out but is older than the subject and inferior in quality and condition
which warrants an upward adjustment. Comparable 5 at 416 Browning Way is also an
older property. Although it is fully built out with office space, the age of the build out
and quality of the improvements are significantly inferior to the subject warranting a
significant upward adjustment. Comparable Sale 3 was constructed in 2008 and has a
similar office build as the subject no adjustment is warranted for age, quality and
condition.
Functional Utility
According to the plans provided, the subject unit contains 7,343 square feet of interior
area. The subject space has approximately 11 supporting columns which detract from
its functional utility. The subject is also a long and deep space with windows only
facing Miller Avenue. It is also noted that the comparable properties offer higher
ceiling heights. Therefore, downward adjustments have been applied to the sales for
the subject’s inferior functional utility.
Commercial Appeal
Comparable Sales 1 and 2 are generally similar to the subject in terms of commercial
appeal. However, Comparable Sales 3, 4, and 5 are considered inferior with regard to
this element of comparison, for which upward adjustments have been applied.
Parking
The subject property will have no designated on-site parking spaces, but it will have
available parking permits at market rental rates, for the parking garage above. The
comparables all have on-site parking, at a ratio of 1.3 to 2.9 spaces per 1,000 square
feet. All of the comparable sales are superior in this regard, indicating downward
adjustment.
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C. As-If Improved with Interior Office Buildout Value Conclusion
This valuation scenario assumes that the subject has been improved with approximately
15% office buildout as well as concrete flooring and an ADA restroom. The subject
has an average secondary location in the downtown area and is situated one block off
Grand Street. It is situated close to the freeway and public transit access.
The subject property is adaptable to a variety of commercial uses, considering the
building characteristics and the zoning provisions. The Representative of the City of
South San Francisco indicated that they originally anticipated the space would be
utilized as a restaurant. They incorporated a roll-up door in their building plans for this
reason. However, the space has been vacant since the building was completed with
limited buyer interest.
Currently, sale negotiations underway are with a buyer who intends to build out the
space for flex/office use. The City’s IT Department is located in the adjacent space. A
notable market trend in the region has been tech startups taking up chunks of space in
secondary markets looking for more affordable rents and converting warehouse space
to flex office space.
After adjustments, the comparable sales indicate a unit value range between $280 and
$339 per square foot of building area. Considering the location, quality, and condition
of the subject, a unit value between $300 and $330 per square foot is concluded. Based
on the comparables, a mid range unit value of $315 per square foot is concluded. This
is applied to the subject as follows:
7,343 SF x $315 per SF = $2,313,045
Rounded Value As-If Improved with 15% Office Buildout $2,310,000
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VI. VALUATION BY THE INCOME APPROACH
For this approach, value is estimated by deducting all applicable expenses from the
stabilized effective gross income projection to arrive at a net operating income, which is
then capitalized at a rate commensurate with the risk inherent in ownership of the property.
This method, known as Direct Capitalization, is often used in valuing investment
properties.
First, we have derived an opinion of value, assuming the subject is improved with
approximately 15% office buildout, a concrete floor and including an ADA restroom. After
the reconciliation of the value indications, a deduction will be made for the estimated costs
of bringing the subject to market standards to derive an as-is value.
A. Current Leasing Status
The subject unit is currently vacant and the prospective buyer plans to occupy the
entire property. Therefore, market rent has been estimated in order to derive a value
opinion by the Income Approach. The subject space is well suited for a wide variety
of commercial, office, civic, community, or flex uses, which benefit from frontage
in a central mixed-use market area. The estimated market rent has been used in this
analysis.
D. Economic Rent Estimate
A survey of rentals of commercial units considered comparable to the subject space
was undertaken for the purpose of determining an estimate of market rent. The
rentals included are representative of competing spaces for this segment of the
market, office or flex tenants that benefit from commercial frontage, exposure, and
visibility. The table on the following page lists a number of recent leases of similar
spaces, with generally similar build-out and utility.
The rental rates are expressed on a triple net (NNN) basis, where the tenant pays
for all expenses, including utilities, maintenance and repairs, property taxes and
insurance. The landlord would still be responsible for typical expenses of
management and reserves. The comparable rentals reflect a rental rate range from
approximately $1.55 to $5.25 per square foot per month on a NNN basis. All of
the leases are relatively recent, reflecting similar market conditions.
The upper end of the range reflects units in superior condition, with superior
buildouts, in superior locations, with superior parking characteristics. The lower
end of the range is represented by units in inferior locations. The subject property
lacks on-site parking, but it has public parking available in the upper level
municipal garage. The market rent estimate assumes it would be in improved with
Table 3Page 23.1Space Type Tenant / Tenant TypeSignTIs/SF# LocationDate TermEscalations Free RentComments1Office Space ListingAvailable3 - 5 Years 3,689 SF$1.95 NNN3% Annual $10 - $15 301 Grand Avenue - 3rd FloorSouth San Francisco2Retail Space ListingAvailable5 - 10 Years 6,300 SF$4.17 NNN3% Annual Neg.200 Linden AvenueDiv. to 1,310 SFSouth San Francisco3Office/Flex Space ListingAvailableNeg.4,000 SF$2.50 NNNNeg.Neg.938 Linden AvenueSouth San Francisco4 Office Space9/19 3 Years 5,070 SF $2.30 FS 3% Annual As IsConstruction Company$0.75Exp.None220 South Spruce Avenue$1.55 NNNSouth San Francisco5 Office Space8/19 4 Years 3,360 SF $3.45 FS 3% Annual As IsAmple parkingCompugen$0.75Exp.NoneOyster Point Marina Plaza$2.70 NNN395 Oyster Point BoulevardSouth San Francisco6 Flex/Office/Lab Space4/19 6 Years & 11,610 SF$5.25 NNN3% Annual As IsParvus Therapeutics3 Months3 Months 800, 870, & 871 Dubuque Ave.South San Francisco7 Warehouse Space2/18 10 Years 11,650 SF$1.55 NNNCPI with Min. As Is12 parking spaces; 22% office area;69 - 103 South Linden Avenue3% Annual NoneSubleaseSouth San FranciscoSource: Watts, Cohn, and Partners, Inc., November 201919-WCP-098Elevator access; Adjacent to parking garage; Multiple office layout with window lines; NNN expense $0.38 PSFParking ratio of 3.0 per 1,000 SF; Ground floor space; Reportedly in good conditionBiotech tenant; 50% office area, 25% lab space, & 25% lab support space; Parking ratio of 2.6 per 1,000 SF; Spec space with $150/SF in TI's prior to lease; One roll-up door; 16' Clear heightNew construction; Parking ratio is 2 per 1,000 SF; NNN expenses are $0.83 PSF per monthNo office build-out; Open floor plan; Concrete flooring; ADA restroom; 14' roll-up door; No interior posts; 240 Amp power; Skylights; Free standing building; NNN expenses $0.41 PSF/monthCOMPARABLE LEASES323 - 329 Miller AvenueSouth San Francisco, CaliforniaSize (SF) Rent/SF/Month
COMPARABLE COMMERCIAL LEASES MAP
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Commercial Real Estate Appraisal 19-WCP-098
approximately 15 percent office buildout with an ADA restroom and concrete
condition.
After considering the condition, location, and building and site characteristics of
the subject unit, the comparable commercial rentals indicate a rental rate between
$1.55 to $2.00 per square foot per month NNN for the subject property space,
assuming 15% office area and ADA restroom. Given the subject’s size, utility, and
location, a market rental rate of $1.60 per square foot is concluded.
E. Stabilized Net Operating Income Estimate
1. Gross Potential Income
Based on the estimated market rent, gross scheduled income is $11,749 per
month NNN. Typical annual increases are based on the CPI or fixed at 3%.
The gross potential income is $140,986.
4. Vacancy and Credit Loss
A stabilized annual vacancy and credit loss allowance is considered
warranted for tenant turnover, uncollectible rent, and the potentially
unoccupied periods during the investment term. In order to account for
changes in market conditions over a typical holding period, a 5% deduction
for vacancy and credit loss is applied to the gross potential income. The
effective gross income is shown on the net operating income statement.
5. Operating Expenses
The concluded market rent is on a NNN basis. The tenant expenses would
include HOA dues, which include common area maintenance, maintenance
of the larger subject property, maintenance reserves, internet services, water,
and garbage removal. The current HOA dues are have not been determined,
but typically range between $400 to $600 per month, averaging $500 per
month at most similar commercial condominium projects.
Management is included at 4% of effective gross income and reserves are
included at 2% of effective gross income, as a prudent budgetary item.
6. Stabilized Net Operating Income
Deducting the operating expenses from the effective gross income results in
a stabilized net operating income estimate for the subject of $125,900.
Table 4Page 24.1Buildingper SFIncomeArea (SF)per MonthAnnual RentMarket Rent7,343 SF$1.60 NNN$140,986Gross Rental Income$140,986Less Vacancy/Bad Debt Expense5.0%$7,049Effective Gross Income$133,936ExpensesManagement4.0%$5,357Reserves2% EGI$2,679Total Expenses6% EGI$8,036Net Operating Income$125,900Overall Rate5.50%Stabilized Value Indication$2,289,093As If In Vanilla Shell Condition (Rounded)$312 per SF$2,290,000Source: Watts, Cohn, and Partners, Inc., November 201919-WCP-098$11,749RentMonthlyStabilized Net Operating Income Statement323 - 329 Miller AvenueSouth San Francisco, California
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F.Overall Rate Selection
The appropriate capitalization rate for the subject building is based upon the quality,
quantity and durability of the projected income stream, the relative stability of the
expense projections, and the age, size and quality of the subject property in
comparison to other buildings. In the Sales Comparison Approach chapter, the
comparable sales indicate an overall capitalization rate range from 5.4% to 5.9%.
The high end of the range typically reflects older buildings, with inferior locations,
of larger size. Given the subject’s location and that it is relatively newly
constructed, assuming market rent, a lower rate is indicated for the subject property.
Most of the comparable properties were purchased by owner/users who typically
do not consider investment income in their purchasing decisions. The two sales that
represent investment purchases indicate rates from 5.4% to 5.6%. A similar
capitalization rate is indicated for the subject property. Considering the age,
condition, utility, and location of the subject, an overall rate of 5.5% is concluded.
G.Value Conclusion, As-If Improved with 15% Office Buildout
Applying the concluded capitalization rate to the estimated net operating income
for the subject, results in an as-if improved market value of the fee simple interest
in the subject property conclusion of:
As-If Complete Value $2,289,093
Rounded As-If Complete Value $2,290,000
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VII. RECONCILIATION AND VALUE CONCLUSIONS
As-If Improved Market Value with 15% Office Buildout
The market values as if completed indicated by the approaches used in this assignment are
as follows:
Sales Comparison Approach $2,310,000
Income Approach $2,290,000
The value opinions in the Sales Comparison Approach were derived from market sales and
the value conclusions are based on the price per square foot of building area. The
comparable sales reflect similar commercial/flex condominium sales within the subject’s
market area. This approach is considered a reliable indicator of value for the subject
property, particularly for owner/user properties.
The Income Approach was based on direct capitalization of the projected net operating
income for the property as of the date of value. This approach relies on recent market rental
information from similar spaces in the subject’s market area. Market-based expenses were
utilized to project expenses. The capitalization rate utilized was based on current market
data. This approach is also considered reliable.
The two approaches vary by less than 1% with the Income Approach providing a lower
indicator than the Sales Comparison Approach. The value indicated by the Sales
Comparison Approach also supports the concluded value of the Income Approach.
However, given that the subject is currently under sale negotiations with an owner/user
purchaser, weight has been given to the Sales Comparison Approach.
The as-if improved market value with 15% office build out is concluded at $2,300,000.
As-Is Market Value
The as is value conclusion is derived by deducting the costs associated with completing the
interior improvements with 15% office build-out, from the above as-if improved value
conclusion. A Contractor’s Estimate was provided by the client which was prepared by
Bloach Construction and was reviewed by the South San Francisco Building Department.
The estimate includes the cost for the buyer to install the concrete flooring, ADA restroom
as well as repair of the existing sewer line and mechanical systems.
We have also used Marshall Valuation Service to estimate the cost for a typical office
buildout. Most of the flex commercial condominiums in the subject market area sell with
approximately 10% to 20% office buildout and we have concluded an office buildout of 15
percent which is equal to 1,100 square feet based on our building area of 7,343 square feet.
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Of this total area 70 square feet is estimated for the restroom area and 1,030 square feet for
the office space. Based on Marshall’s we have included a total cost of $87,500, or $85 per
square foot for the 15% office build-out, consistent with the comparables. The costs are
shown below.
Contractor's Estimate PSF
Flooring:
Baserock Install $119,400 $16
Concrete Slab Install $122,382 $17
Subtotal Flooring: $241,782 $33
Office Build-Out (1,030 SF) $87,500 $85
ADA Restroom (70 SF) $75,000
Sewer Line $50,000
Mechanical $247,019
Fire Protection $33,550
Gen. Contractor
Supervision $127,133
Inspections $15,000
Subtotal Cost: $877,034
Profit at 20%: $175,407
Total Cost: $1,052,440
Total Cost (Rounded): $1,050,000 $143
Profit is typically included in a cost estimate to account for unforeseen delays in permits
and construction, and to account for risk of unforeseen elements. Typically, investors
expect 15% to 20% of total costs as profit for the time and risk of undertaking major
improvements, and 20% has been utilized. The total cost equates to $1,050,000, or $143
per square foot.
The interior of the subject has not been built out and has no concrete flooring or restroom.
In addition, the sewer line needs to be replaced/repaired. The estimated costs for building
the space to shell condition with approximately 15% office build-out, and ADA restroom
is deducted from the previously concluded as-if improved value conclusion to derive an
as-is value for the subject. It is summarized as follows:
As If Improved Value $2,300,000
Less: Cost to Bring to Shell Condition w/15% Office Buildout ($1,050,000)
As Is Value Indicated $1,250,000
Rounded $1,250,000
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The above value conclusion equates to $170 per square foot. Reportedly, the City is
currently in negotiations with the United Food and Commercial Workers (UFCW) Local 5
Union to sell the subject commercial condominium unit. The Union has offered $1,250,000
to purchase the space in as is condition. This equates to $170 per square foot, which
supports the above value opinion.
Based on the research and analysis contained within this report and subject to the
assumptions and limiting conditions contained herein, it is the opinion of the appraisers
that the market value of the fee simple condominium interest in the subject property, in its
current as-is condition, assuming it is a legally transferable condominium, as of October
22, 2019, is:
ONE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS
($1,250,000)
ADDENDA
COMPARABLE SALES PHOTOGRAPHS
Comparable 1 – 434 N. Canal Street, South San Francisco
Comparable 2 – 390 Swift Avenue, South San Francisco
Comparable 3 - 405 & 407 S. Canal St., South San Francisco Comparable 4 – 267 & 273 E. Harris Ave., So. San Francisco
COMPARABLE SALES PHOTOGRAPHS
Comparable 5 – 416 Browning Way, South San Francisco
PROPERTY SKETCH
QUALIFICATIONS OF SARA A. COHN, MAI
California Certified General Real Estate Appraiser No. AG014469
EXPERIENCE
Sara A. Cohn is a Partner with Watts, Cohn and Partners, Inc. a new firm providing commercial real
estate valuation. From 1988 to 2016, she worked for Carneghi and Partners and was a Senior Project
Manager/Partner in their San Francisco office. This company provided real estate appraisal and
consulting services in the San Francisco Bay Area. Clients include financial institutions, govern-
ment agencies, law firms, development companies and individuals. Typical assignments include both
valuation and evaluations of a broad variety of property types, uses and ownership considerations.
Ms. Cohn has over 28 years of appraisal experience. She has completed a wide variety of valuation
and evaluation analyses. Ms. Cohn has extensive knowledge of the San Francisco Bay Area and has
appraised many property types including office buildings, industrial properties, retail centers, hotels,
residential projects, mixed-use properties and development sites. Recent work has involved the
analysis of commercial buildings, residential subdivisions, valuation of affordable housing develop-
ments with bond financing and/or Low Income Housing Tax Credits (LIHTCs), assessment districts,
as well as co-housing projects.
EDUCATION
Bachelor of Arts, University of California, Berkeley, 1978
Successful completion of all professional appraisal courses offered by the Appraisal Institute as a
requirement of membership.
Continued attendance at professional real estate lectures and seminars.
PROFESSIONAL AFFILIATION AND STATE CERTIFICATION
Appraisal Institute - MAI Designation (Member Appraisal Institute) No. 12017
Continuing Education Requirement Complete
State of California Certified General Real Estate Appraiser No. AG014469
Certified Through March 2017
State of California Licensed Landscape Architect No. 2102
Member, Board of Directors, Northern California Chapter of the Appraisal Institute,
2008-2010
Seminars Co-Chair, Northern California Chapter of the Appraisal Institute, 2005-2007
QUALIFICATIONS OF MARY K DALTON
Mary K. Dalton is a Commercial Real Estate Appraiser affiliated with Watts, Cohn and Partners,
Inc. With more than fifteen years of experience in real estate market research, analysis &
appraisal, Mary is a Candidate for MAI Designation with the Appraisal Institute.
EXPERIENCE
Recent experience includes appraisal quality control with a financial institution. Property types
appraised include commercial office, retail, industrial, flex, multi-family and vacant land.
Market areas covered are within the San Francisco Bay Area, including San Francisco, the South
Bay, the East Bay, and the North Bay. Assignments include appraisals for lenders and attorney
clients for financing and estate purposes, respectively.
Her Independent Appraisal experience includes research and analysis of property characteristics,
projecting income streams, summarizing market trends, summarizing and reporting appraisal
conclusions, communication with title companies to verify property characteristics and
ownership, communication with market participants to verify market trends and information
about comparable sales and rentals, demographics research and reporting, property inspections
and supporting report exhibits.
EDUCATION
Boston College, Bachelors Degree, Double Major in English & Philosophy
Villanova Law School, Various Law Courses
The Appraisal Institute & Allied Business School, Real Estate Courses
Certified General Real Estate Appraiser License No. AG 026990
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:19-912 Agenda Date:11/25/2019
Version:1 Item #:9a.
Resolution approving the Purchase and Sale Agreement between the City of South San Francisco and United
Food and Commercial Workers Union Local 5, for the sale of the City and Former RDA-owned parcels at 323
and 329 Miller Avenue, in the amount of $1,250,000.
WHEREAS,on June 29,2011,the Legislature of the State of California (“State”)adopted Assembly Bill x1 26
(“AB 26”),which amended provisions of the State’s Community Redevelopment Law (Health and Safety Code
sections 33000 et seq.)(“Dissolution Law”),pursuant to which the former Redevelopment Agency of the City
of South San Francisco (“City”) was dissolved on February 1, 2012; and
WHEREAS,the City elected to become the Successor Agency to the Redevelopment Agency of the City of
South San Francisco (“Successor Agency”); and
WHEREAS,pursuant to Health and Safety Code Section 34191.5(c)(2)(C),property shall not be transferred to
a successor agency,city,county or city and county,unless a Long Range Property Management Plan
(“LRPMP”)has been approved by the Oversight Board and the California Department of Finance (“DOF”);
and
WHEREAS,in accordance with the Dissolution Law,the Successor Agency prepared a LRPMP,which was
approved by a resolution of the Oversight Board for the Successor Agency to the Redevelopment Agency of the
City of South San Francisco (“Oversight Board”)on May 21,2015,and was approved by the DOF on October
1, 2015; and
WHEREAS,consistent with the Dissolution Law and the LRPMP,certain real properties located in the City of
South San Francisco,that were previously owned by the former Redevelopment Agency,were transferred to the
Successor Agency (“Agency Properties”); and
WHEREAS,on October 18,2016,the City entered into an Amended and Restated Master Agreement for
Taxing Entity Compensation (“Compensation Agreement”)with the various local agencies who receive shares
of property tax revenues from the former redevelopment project area (“Taxing Entities”),which provides that
upon approval by the Oversight Board of the sale price,and consistent with the LRPMP,the proceeds from the
sale of any of the Agency Properties will be distributed to the Taxing Entities in accordance with their
proportionate contributions to the Real Property Tax Trust Fund for the former Redevelopment Agency; and
WHEREAS, the former Redevelopment Agency purchased the Property at 323 Miller Avenue in 2007; and,
WHEREAS,the LRPMP,prepared by the Successor Agency and approved by the Oversight Board for the
Successor Agency to the Redevelopment Agency of the City of South San Francisco (“Oversight Board”),
designated 323 Miller Avenue,County Assessor's Parcel Number 012-312-070 (“Property”),to be sold,with
City of South San Francisco Printed on 11/29/2019Page 1 of 2
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File #:19-912 Agenda Date:11/25/2019
Version:1 Item #:9a.
the proceeds of the sale distributed to the taxing entities; and,
WHEREAS,to carry out the terms of the LRPMP,the Successor Agency transferred the Agency Properties,
including the Property, to the City for disposition consistent with the terms of the LRPMP; and,
WHEREAS,City Council reviewed and approved the unsolicited Letter of Interest from United Food and
Commercial Workers Union Local 5 (“Buyer”),expressing interest in purchasing the vacant,unimproved
commercial space for $1,250,000 at their closed session meeting on February 13, 2019; and,
WHEREAS,Buyer has made an offer to purchase the Property,and the City agrees to sell the Property to
Buyer, subject to the terms and conditions of the Purchase and Sale Agreement; and,
WHEREAS,in November 2019,the Successor Agency prepared an Appraisal Report to determine the Fair
Market Value for the Property; and,
WHEREAS,based on the appraisal report,staff has determined that the offer price proposed by Buyer is
consistent with the appraised current fair market value of the property.
NOW, THEREFORE, BE IT RESOLVED that the City of South San Francisco does hereby resolve as follows:
1.The foregoing recitals are true and correct and made a part of this Resolution.
2.The proposed actions in this Resolution are consistent with the Long Range Property Management Plan.
3.The sale of the Property to United Food and Commercial Workers Union Local 5 for $1,250,000 is
hereby approved.
4.Subject to approval by the Oversight Board of the final sale price,the City Manager,or his designee,is
authorized to execute the Purchase and Sale Agreement on behalf of the City,a draft of which is attached hereto
as Exhibit A and incorporated herein,subject to minor amendments that do not materially increase the City’s
obligations, and subject to approval as to form by the City Attorney.
5.The City Manager,or his designee,is authorized to execute any other necessary documents related to
the sale of the Property.
6.The City Manager,or his designee,is authorized take any and all other actions necessary to implement
this intent of this Resolution, subject to approval as to form by the City Attorney.
*****
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PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS (“this Agreement”) is entered into as of __________, 2019 (the “Effective
Date”), by and between the City of South San Francisco, a municipal corporation, (“Seller”) and
United Food and Commercial Workers Union, Local No. 5, an unincorporated association (“Buyer”).
Seller and Buyer are collectively referred to herein as the “Parties.”
RECITALS
A. Seller is owner of certain real property with an address of 323/329 Miller Avenue,
South San Francisco, California, also known as San Mateo County Assessor’s Parcel Numbers
012-312-070 and 012-312-050.
B. The former Redevelopment Agency of the City of South San Francisco (“RDA”)
purchased 323 Miller Avenue on March 14, 2007.
C. On, June 29, 2011 the legislature of the State of California (the “State”) adopted
Assembly Bill x1 26 (“AB 26”), which amended provisions of the Redevelopment Law, and the
California Supreme Court decision in California Redevelopment Association, et al. v. Ana
Matosantos, et al., upheld AB 26 (together with AB 1484, the “Dissolution Law”), and the RDA
was dissolved on February 1, 2012.
D. Pursuant to the Dissolution Law, the South San Francisco Successor Agency
(“Agency”) prepared a Long Range Property Management Plan (“LRPMP”), which was approved
by a resolution of the Oversight Board for the Successor Agency to the Redevelopment Agency of
the City of South San Francisco (“Oversight Board”) on November 19, 2013, and on May 21,
2015, the Oversight Board approved the Amended Long Range Property Management Plan
(“LRPMP”), which was approved by the California Department of Finance (“DOF”) on October
1, 2015.
E. Pursuant to the LRPMP and Dissolution Law, the Agency’s transfer of real property
assets to the City for disposition consistent with the LRPMP is subject to entering into a Master
Agreement for Taxing Entity Compensation by all Taxing Entities.
F. The City and Taxing Entities entered into an Amended and Restated Master
Agreement for Taxing Entity Compensation, dated October 18, 2016 (“Master Compensation
Agreement”), which governs the distribution of any net proceeds received from the sale of the
323 Miller Avenue.
G. The City purchased 329 Miller Avenue on July 23, 1971 and constructed the Miller
Parking Garage (“Garage”), a five-story, 254-space parking garage, with approximately 13,000
square feet of ground floor commercial space in 2011 on both 329 and 323 Miller Avenue.
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H. A portion of the ground floor commercial space in the Garage is occupied by City
uses and the remaining 7,300 square feet of space is vacant and unimproved.
I. The City created a separate parcel from the 7,300 square feet of vacant and
unimproved ground floor commercial space with an address of [ ] Miller Avenue, South San
Francisco, California, also known as San Mateo County Assessor’s Parcel Number [ ], as more
particularly described in Exhibit A attached hereto and incorporated herein (“Property”).
J. Buyer agrees to purchase the Property, and Seller agrees to sell the Property to
Buyer, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements
contained in this Agreement, and other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged by the parties, Seller and Buyer hereby agree as follows:
1. INCORPORATION OF RECITALS AND EXHIBITS. The Recitals set
forth above and the Exhibits attached to this Agreement are each incorporated into the body of this
Agreement as if set forth in full.
2. PURCHASE AND SALE.
2.1 Agreement to Buy and Sell. Subject to the terms and conditions set
forth herein, Seller agrees to sell the Property to Buyer, and Buyer hereby agrees to acquire the
Property from Seller.
2.2 Purchase Price. The purchase price for the Property to be paid by
Buyer to Seller (the “Purchase Price”) is one million two hundred and fifty thousand dollars
($1,250,000.00). The Purchase Price shall be paid in cash at the Closing to the Seller.
2.3 Parking Permits. Buyer will purchase ten (10) monthly parking permits
from Seller for parking spaces in the Garage at the standard, published rate for twenty-five (25)
years, consistent with the Conditions of Approval imposed by Seller on Buyer’s Conditional Use
Permit for development of the Property.
3. ESCROW.
3.1 Seller’s Condition to Opening Escrow. Buyer has negotiated in good faith
with Seller and, based upon those good faith negotiations, has entered into the Covenants,
Conditions and Restrictions (CC&R), with Seller relating to the Property and the Garage which
shall include provisions regulating maintenance and repair of the Property, internal structural
alterations, use of common areas and facilities including utilities and rights-of-entry for repair and
Seller’s right of immediate access at all times to all portions of the common areas not assigned for
the exclusive use of the Buyer.
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3.2 Escrow Account. If Buyer has satisfied Seller’s pre-condition to Escrow
opening as set forth in section 3.1 above, Seller shall open an interest-bearing escrow account (the
“Escrow”) to be maintained by North American Title Company in San Mateo (the “Escrow
Holder”), with interest accruing to the benefit of Buyer. Escrow Holder shall perform all escrow
and title services in connection with this Agreement.
3.3 Opening of Escrow. Within three (3) days after the Effective Date, the
Parties will deposit into Escrow the fully executed Agreement, or executed counterparts thereto.
The date such fully executed Agreement is received by Escrow Holder will be deemed the
“Opening of Escrow” and Escrow Holder will give written notice to the Parties of such
occurrence.
3.4 Buyer’s Deposit. Within three (3) business days after the Opening of
Escrow, the Buyer shall deposit fifty thousand dollars ($50,000.00) in Escrow (“Initial Deposit”).
If the Due Diligence Contingency Period (as defined in Section 5.2(a) below) is extended pursuant
to Section 5.2, Buyer shall deposit an additional fifty thousand ($50,000.00) in Escrow (the
“Additional Deposit”). The Initial Deposit and Additional Deposit are sometimes collectively
referred to herein as the “Deposits.”
3.5 Satisfaction of Due Diligence Contingency. Buyer shall have the right, in
its sole discretion, to terminate this Agreement for any reason prior to the expiration of the Due
Diligence Contingency Period (as defined in Section 5.2(a) below) and receive a refund of the
Deposit. Buyer hereby agrees to provide written notice to Seller prior to the expiration of the Due
Diligence Contingency Period if Buyer disapproves any due diligence items or approves all due
diligence items (“Approval Notice”). If Buyer disapproves any items through the delivery of the
Approval Notice to Seller before 5:00 p.m. on the last day of the Due Diligence Contingency
Period, this Agreement shall terminate, and all amounts deposited by Buyer into escrow (except
the Independent Consideration), together with interest thereon, if any, will be returned to Buyer,
and neither party shall have any further rights or obligations hereunder except those which
expressly survive the termination hereof. If Buyer fails to timely deliver the Approval Notice to
Seller, it will be conclusively presumed that Buyer has approved all such items, matters or
documents.
3.6 Independent Consideration. As independent consideration for Seller’s
entering into this Agreement to sell the Property to Buyer, Buyer shall deliver the sum of Five
Thousand Dollars ($5,000.00) to Seller through Escrow (“Independent Consideration”). In the
event that Buyer terminates this Agreement in accordance with Section 3.5 above, Seller shall
retain the Independent Consideration; in the event that Buyer does not terminate this Agreement
as aforesaid, the Independent Consideration shall be applied to the Purchase Price at Closing.
4. PROPERTY DISCLOSURE REQUIREMENTS.
4.1 Condition of Title/Preliminary Title Report. Escrow Holder shall deliver
a Preliminary Title Report for the Property (the “Preliminary Report”) to Buyer within three (3)
days after the Opening of Escrow. Buyer shall have until the end of the Due Diligence Contingency
Period to approve the condition of title to the Property. If Buyer delivers the Approval Notice,
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Buyer agrees to take title to the Property subject to the following “Permitted Exceptions”:
(a) standard printed exceptions in the Preliminary Report; (b) general and special real property
taxes and assessments constituting a lien not yet due and payable; and (c) the Schedule B
exceptions to the title referenced in the Approval Notice.
4.2 Environmental Condition of Property. Seller has provided Buyer with all
documents reasonably known to Seller pertaining to the environmental condition of the Property
within three (3) days after the Opening of Escrow. At Closing, the Buyer agrees to take title of
the Property in AS- IS WHERE-IS condition with no environmental remediation work required
by or indemnities from the Seller or the Agency. Seller, at Buyer’s expense, agrees to cooperate
with Buyer to obtain regulatory approval of any necessary environmental work for the Property.
Buyer explicitly acknowledges that Buyer will be responsible to manage and complete any
remediation work for the Property after Closing. After Closing, Seller shall have no further
obligations with respect to environmental and/or natural hazards remediation costs.
4.3 Environmental and Natural Hazards Disclosure. California Health & Safety
Code section 25359.7 requires owners of non-residential real property who know, or have
reasonable cause to believe, that any release of hazardous substances are located on or beneath the
real property to provide written notice of same to the buyer of real property. Other applicable laws
require Seller to provide certain disclosures regarding natural hazards affecting the Property.
Pursuant to Section 4.2, Seller agrees to make any necessary disclosures required by law. Seller
shall notify Buyer in writing if it obtains actual knowledge of any environmental condition of the
Property or any material change in the condition of the Property between the Effective Date and
the Closing Date.
5. CLOSING AND PAYMENT OF PURCHASE PRICE.
5.1 Closing. The closing (the “Closing” or “Close of Escrow”) will occur no
later than thirty (30) calendar days after the Effective Date (“Closing Date”) or such other date
that the Parties agree in writing.
5.2 Buyer’s Conditions to Closing. Buyer's obligation to purchase the Property
is subject to the satisfaction of all of the following conditions or Buyer's written waiver thereof (in
Buyer’s sole discretion) on or before the Closing Date:
(a) Buyer has approved the condition of the Property. Buyer will have
ten (10) calendar days from Opening of Escrow (the “Due Diligence Contingency Period”) to
complete physical inspections of the Property and due diligence related to the purchase of the
Property. Seller shall provide to Buyer copies of all reasonably available and known documents
relating to the ownership and operation of the Property, including but not limited to plans, permits
and reports (environmental, structural, mechanical, engineering and land surveys) that Seller has
in its possession not later than two (2) business days following the execution and delivery of this
Agreement, or as soon as practicable thereafter. All physical inspections must be coordinated with
Seller’s representative. Buyer hereby agrees to indemnify and hold Seller harmless for any damage
to the Property caused (but not merely revealed) by Buyer’s inspections.
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(b) Seller has performed all obligations to be performed by Seller
pursuant to this Agreement.
(c) Seller’s representations and warranties herein are true and correct in
all material respects as of the Closing Date.
(d) The Title Company is irrevocably committed to issue an ALTA
standard coverage title insurance policy to Buyer, effective as of the Closing Date, insuring title to
Buyer in the full amount of the Purchase Price.
5.3 Seller’s Conditions to Closing. The Close of Escrow and Seller’s obligation
to sell and convey the Property to Buyer are subject to the satisfaction of the following conditions
or Seller’s written waiver (in Seller’s sole discretion) of such conditions on or before the Closing
Date:
(a) Buyer has performed all obligations to be performed by Buyer
pursuant to this Agreement before Closing Date.
(b) Buyer's representations and warranties set forth herein are true and
correct in all material respects as of the Closing Date.
5.4 Conveyance of Title. Seller will deliver marketable fee simple title to Buyer
at the Closing, subject only to the Permitted Exceptions. The Property will be conveyed by Seller
to Buyer in an “as is” condition, with no warranty, express or implied, by Seller as to the physical
condition including, but not limited to, the soil, its geology, or the presence of known or unknown
faults or Hazardous Materials or hazardous waste (as defined by Section 12); provided, however,
that the foregoing shall not relieve Seller from disclosure of any such conditions of which Seller
has actual knowledge.
5.5 Deliveries at Closing.
(a) Deliveries by Seller. Seller shall deposit into the Escrow for
delivery to Buyer at Closing: (i) a grant deed, substantially in the form attached hereto as Exhibit
B (“Grant Deed”); (ii) an affidavit or qualifying statement which satisfies the requirements of
paragraph 1445 of the Internal Revenue Code of 1986, as amended, any regulations thereunder
(the “Non-Foreign Affidavit”); (iii) a California Franchise Tax Board form 590 (the “California
Certificate”) to satisfy the requirements of California Revenue and Taxation Code Section
18805(b) and 26131.
(b) Deliveries by Buyer. No less than one (1) business day prior to the
close of escrow, Buyer shall deposit into escrow immediately available funds in the amount, which
together with the Independent Consideration and the Deposits is equal to: (i) the Purchase Price as
adjusted by any prorations between the Parties; (ii) the escrow fees and recording fees; and (iii) the
cost of the Title Policy.
(c) Closing. Upon Closing, Escrow Holder shall: (i) record the Grant
Deed; (ii) disburse to Seller the Purchase Price, less Seller’s share of any escrow fees, costs and
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expenses and taxes as provided herein; (iii) deliver to Buyer the Non-Foreign Affidavit, the
California Certificate and the original recorded Grant Deed; (iv) pay any commissions and other
expenses payable through escrow; and (vi) distribute to itself the payment of escrow fees and
expenses required hereunder.
(d) Closing Costs. Buyer will pay all escrow fees (including the costs
of preparing documents and instruments), and recording fees. Buyer will also pay title insurance
and title report costs. Seller will pay all transfer taxes and governmental conveyance fees, where
applicable.
(e) Pro-Rations. At the close of escrow, the Escrow Agent shall make
the following prorations: (i) property taxes will be prorated as of the close of escrow based upon
the most recent tax bill available, including any property taxes which may be assessed after the
close of escrow but which pertain to the period prior to the transfer of title to the Property to Buyer,
regardless of when or to whom notice thereof is delivered; and (ii) any bond or assessment that
constitutes a lien on the Property at the close of escrow will be assumed by Buyer. Seller does not
pay ad valorem taxes.
5.6. Post-Closing – EV Charging Station. Buyer and Seller hereby acknowledge that the
EV charging station serving the Sellers Property is located such that it enters the Buyers Property
from adjacent property owned by Seller. After the Closing, Buyer and Seller hereby agree to use
good faith and commercially reasonable efforts to allocate the cost of relocating and concealing
the EV station within the Buyers property, between Buyer, as owner of the Property, and Seller,
as owner of the adjacent property.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS.
6.1 Seller’s Representations, Warranties and Covenants. In addition to the
representations, warranties and covenants of Seller contained in other sections of this Agreement,
Seller hereby represents, warrants and covenants to Buyer that the statements below in this Section
6.1 are each true and correct as of the Closing Date provided however, if to Seller’s actual
knowledge any such statement becomes untrue prior to Closing, Seller will notify Buyer in writing
and Buyer will have three (3) business days thereafter to determine if Buyer wishes to proceed
with Closing. If Buyer determines it does not wish to proceed, then the terms of Section 3.5 will
apply.
(a) Authority. Seller is a municipal corporation, lawfully formed, in
existence and in good standing under the laws of the State of California. Seller has the full right,
capacity, power and authority to enter into and carry out the terms of this Agreement. This
Agreement has been duly executed by Seller, and upon delivery to and execution by Buyer is a
valid and binding agreement of Seller.
(b) Encumbrances. Seller has not alienated, encumbered, transferred,
mortgaged, assigned, pledged, or otherwise conveyed its interest in the Property or any portion
thereof, nor entered into any Agreement to do so, and there are no liens, encumbrances, mortgages,
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covenants, conditions, reservations, restrictions, easements or other matters affecting the Property,
except as disclosed in the Preliminary Report. Seller will not, directly or indirectly, alienate,
encumber, transfer, mortgage, assign, pledge, or otherwise convey its interest prior to the Close of
Escrow, as long as this Agreement is in force.
(c) There are no agreements affecting the Property except those which
have been disclosed by Seller. There are no agreements which will be binding on the Buyer or the
Property after the Close of Escrow.
The truth and accuracy of each of the representations and warranties, and
the performance of all covenants of Seller contained in this Agreement are conditions precedent
to Buyer’s obligation to proceed with the Closing hereunder. The foregoing representations and
warranties shall survive the expiration, termination, or close of escrow of this Agreement and shall
not be deemed merged into the deed upon closing.
6.2 Buyer’s Representations and Warranties. In addition to the representations,
warranties and covenants of Buyer contained in other sections of this Agreement, Buyer hereby
represents, warrants and covenants to Seller that the statements below in this Section 6.2 are each
true as of the Effective Date, and, if to Buyer’s actual knowledge any such statement becomes
untrue prior to Closing, Buyer shall so notify Seller in writing and Seller shall have at least three
(3) business days thereafter to determine if Seller wishes to proceed with Closing.
(a) Buyer is an unincorporated association. Buyer has the full right,
capacity, power and authority to enter into and carry out the terms of this Agreement. This
Agreement has been duly executed by Buyer, and upon delivery to and execution by Seller shall
be a valid and binding agreement of Buyer.
(b) Buyer is not bankrupt or insolvent under any applicable federal or
state standard, has not filed for protection or relief under any applicable bankruptcy or creditor
protection statute, and has not been threatened by creditors with an involuntary application of any
applicable bankruptcy or creditor protection statute.
The truth and accuracy of each of the representations and warranties, and
the performance of all covenants of Buyer contained in this Agreement are conditions precedent
to Seller’s obligation to proceed with the Closing hereunder.
6.3 Property Sold, “AS IS”. Buyer specifically acknowledges that the Seller is
selling the Property on an “AS IS”, “WHERE IS” and “WITH ALL FAULTS” basis and that,
subject to Seller's representations, warranties, covenants and obligations set forth in this
Agreement, and all exhibits attached hereto and incorporated herein, and any obligations arising
under applicable law, Buyer is not relying on any representations or warranties of any kind
whatsoever, express or implied, from Seller, or its employees, appointed or elected officials,
agents, or brokers as to any matters concerning the Property. The Seller makes no representations
or warranties as to any matters concerning the Property, including without limitation: (i) the
quality, nature, adequacy and physical condition of the Property, (ii) the quality, nature, adequacy,
and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature,
adequacy and physical condition of utilities serving the Property, (iv) the development potential
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of the Property, and the Property's use, habitability, merchantability, or fitness, suitability, value
or adequacy of the property for any particular purpose, (v) except as otherwise provided in this
Agreement, the zoning or other legal status of the Property or any other public or private
restrictions on use of the Property, (vi) the compliance of the Property or its operation with any
Environmental Laws, covenants, conditions and restrictions of any governmental or quasi-
governmental entity or of any other person or entity, (vii) the presence or removal of Hazardous
Materials, substances or wastes on, under or about the Property or the adjoining or neighboring
property; (viii) the quality of any labor and materials used in any improvements on the Property,
(ix) the condition of title to the Property, (x) the leases, service contracts, or other agreements
affecting the Property, or (xi) the economics of the operation of the Property.
7. REMEDIES In the event of a breach or default under this Agreement by Seller, if
such breach or default occurs prior to Close of Escrow, Buyer reserves the right to either (a) seek
specific performance from Seller or (b) to do any of the following: (i) to waive the breach or
default and proceed to close as provided herein; (ii) to extend the time for performance and the
Closing Date until Seller is able to perform; or (iii) to terminate this Agreement upon written notice
to Seller, whereupon Seller shall return any portion of the Deposit and Independent Consideration
held by it and shall cause Escrow Holder to return to Buyer any and all sums placed into the Escrow
by Buyer, and except for the rights and obligations expressly provided to survive termination of
this Agreement, neither party shall have any further obligations or liabilities hereunder. IN THE
EVENT OF A BREACH OR DEFAULT HEREUNDER BY BUYER AND THE CLOSING
DOES NOT OCCUR DUE TO SUCH DEFAULT, SELLER’S SOLE REMEDY SHALL BE TO
RETAIN THE DEPOSITS AS LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IN
SUCH INSTANCE, THE DEPOSITS REPRESENT A REASONABLE APPROXIMATION OF
SELLER’S DAMAGES AND ARE NOT INTENDED AS A FORFEITURE OR PENALTY BUT
RATHER AN ENFORCEABLE LIQUIDATED DAMAGES PROVISION PURSUANT TO
CALIFORNIA CIVIL CODE SECTION 1671, ET SEQ. IN NO EVENT SHALL EITHER
PARTY BE ENTITLED TO LOST PROFITS OR CONSEQUENTIAL DAMAGES AS A
RESULT OF THE OTHER PARTY’S BREACH OF THIS AGREEMENT.
Buyer’s Initials Seller’s Initials
8. BROKERS. Seller represents that no real estate broker has been retained by Seller
in the sale of the Property or the negotiation of this Agreement. Buyer represents that no real estate
broker has been retained by Buyer in the procurement of the Property or negotiation of this
Agreement. Buyer shall indemnify, hold harmless and defend Seller from any and all claims,
actions and liability for any breach of the preceding sentence, and any commission, finder’s fee,
or similar charges arising out of Buyer’s conduct.
9. ASSIGNMENT. Absent an express signed written agreement between the Parties
to the contrary, neither Seller nor Buyer may assign its rights or delegate its duties under this
Agreement without the express written consent of the other. No permitted assignment of any of
the rights or obligations under this Agreement shall result in a novation or in any other way release
the assignor from its obligations under this Agreement.
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10. ENVIRONMENTAL INDEMNITY. To the fullest extent allowed by law, Buyer
agrees to unconditionally and fully indemnify, protect, defend (with counsel satisfactory to Seller),
and hold Seller, and its respective elected and appointed officers, officials, employees, agents,
consultants, contractors, and Agency harmless from and against any and all claims (including
without limitation third party claims for personal injury, real or personal property damage, or
damages to natural resources), actions, administrative proceedings (including without limitation
both formal and informal proceedings), judgments, damages, punitive damages, penalties, fines,
costs (including without limitation any and all costs relating to investigation, assessment, analysis
or clean-up of the Property), liabilities (including without limitation sums paid in settlements of
claims), interest, or losses, including reasonable attorneys’ and paralegals’ fees and expenses
(including without limitation any such fees and expenses incurred in enforcing this Agreement or
collecting any sums due hereunder), together with all other costs and expenses of any kind or
nature (collectively, the “Costs”) that arise directly or indirectly from or in connection with the
presence, suspected presence, release, or suspected release, of any Hazardous Materials in, on or
under the Property or in or into the air, soil, soil gas, groundwater, or surface water at, on, about,
around, above, under or within the Property, or any portion thereof, except those Costs that arise
solely (1) as a result of actions by Seller, or Seller’s agents, employees, or contractors, or (2) prior
to the Closing Date and not caused by Buyer, or Buyer’s agents, employees, or contractors . The
indemnification provided pursuant to this Section shall specifically apply to and include claims or
actions brought by or on behalf of employees of Buyer or any of its predecessors in interest and
Buyer hereby expressly waives any immunity to which Buyer may otherwise be entitled under any
industrial or worker’s compensation laws. In the event the Seller suffers or incurs any Costs, Buyer
shall pay to Seller the total of all such Costs suffered or incurred by the Seller upon demand
therefore by Seller. The indemnification provided pursuant to this Section shall include, without
limitation, all loss or damage sustained by the Seller due to any Hazardous Materials: (a) that are
present or suspected by a governmental agency having jurisdiction to be present in the Property or
in the air, soil, soil gas, groundwater, or surface water at, on, about, above, under, or within the
Property (or any portion thereof) or to have emanated from the Property, or (b) that migrate, flow,
percolate, diffuse, or in any way move onto, into, or under the air, soil, soil gas, groundwater, or
surface water at, on, about, around, above, under, or within the Property (or any portion thereof)
after the date of this Agreement as a result of Seller’s or its predecessors’ activities on the Property,
or those of Seller’s agents, employees, or contractors. The provisions of this Section 10 shall
survive the termination of this Agreement and the Close of Escrow.
11. RELEASE BY BUYER. Effective upon the Close of Escrow, except with respect
to the representations and warranties of Seller under Section 6.1 of this Agreement, Buyer waives
releases, remises, acquits and forever discharges Seller, and its officers, directors, board members,
managers, employees and agents, and any other person acting on behalf of Seller, from any and all
claims, actions, causes of action, demands, rights, damages, costs, expenses and compensation
whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, which Buyer now has
or which may arise in the future on account of or in any way arising from or in connection with
the physical condition of the Property or any law or regulation applicable thereto including,
without limiting the generality of the foregoing, any federal, state or local law, ordinance or
regulation pertaining to Hazardous Materials. This Section 11 shall survive the termination of this
Agreement and the Close of Escrow.
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BUYER ACKNOWLEDGES THAT BUYER IS FAMILIAR WITH 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 INITIALING BELOW, BUYER EXPRESSLY WAIVES THE BENEFITS OF SECTION 1542
OF THE CALIFORNIA CIVIL CODE WITH RESPECT TO THE FOREGOING RELEASE:
Buyer’s initials: _____________
12. HAZARDOUS MATERIALS; DEFINITIONS.
12.1 Hazardous Materials. As used in this Agreement, “Hazardous Materials”
means any chemical, compound, material, mixture, or substance that is now or may in the future
be defined or listed in, or otherwise classified pursuant to any Environmental Laws (defined below)
as a “hazardous substance”, “hazardous material”, “hazardous waste”, “extremely hazardous
waste”, infectious waste”, toxic substance”, toxic pollutant”, or any other formulation intended to
define, list or classify substances by reason of deleterious properties such as ignitability,
corrosivity, reactivity, carcinogenicity, or toxicity. The term “Hazardous Materials” shall also
include asbestos or asbestos-containing materials, radon, chrome and/or chromium,
polychlorinated biphenyls, petroleum, petroleum products or by-products, petroleum components,
oil, mineral spirits, natural gas, natural gas liquids, liquefied natural gas, and synthetic gas usable
as fuel, perchlorate, and methyl tert butyl ether, whether or not defined as a hazardous waste or
hazardous substance in the Environmental Laws.
12.2 Environmental Laws. As used in this Agreement, “Environmental Laws”
means any and all federal, state and local statutes, ordinances, orders, rules, regulations, guidance
documents, judgments, governmental authorizations or directives, or any other requirements of
governmental authorities, as may presently exist, or as may be amended or supplemented, or
hereafter enacted, relating to the presence, release, generation, use, handling, treatment, storage,
transportation or disposal of Hazardous Materials, or the protection of the environment or human,
plant or animal health, including, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended by the Superfund Amendments and
Reauthorization Act of 1986 (42 U.S.C. § 9601), the Hazardous Materials Transportation Act (49
U.S.C. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.),
the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C.
§ 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Oil Pollution Act
(33 U.S.C. § 2701 et seq.), the Emergency Planning and Community Right-to-Know Act (42
U.S.C. § 11001 et seq.), the Porter-Cologne Water Quality Control Act (Cal. Water Code § 13000
et seq.), the Toxic Mold Protection Act (Cal. Health & Safety Code § 26100, et seq.), the Safe
Drinking Water and Toxic Enforcement Act of 1986 (Cal. Health & Safety Code § 25249.5 et
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seq.), the Hazardous Waste Control Act (Cal. Health & Safety Code § 25100 et seq.), the
Hazardous Materials Release Response Plans & Inventory Act (Cal. Health & Safety Code
§ 25500 et seq.), and the Carpenter-Presley-Tanner Hazardous Substances Account Act (Cal.
Health and Safety Code, Section 25300 et seq.).
13. MISCELLANEOUS.
13.1 Attorneys’ Fees. If any party employs counsel to enforce or interpret this
Agreement, including the commencement of any legal proceeding whatsoever (including
insolvency, bankruptcy, arbitration, mediation, declaratory relief or other litigation), the prevailing
party shall be entitled to recover its reasonable attorneys’ fees and court costs (including the service
of process, filing fees, court and court reporter costs, investigative fees, expert witness fees, and
the costs of any bonds, whether taxable or not) and shall include the right to recover such fees and
costs incurred in any appeal or efforts to collect or otherwise enforce any judgment in its favor in
addition to any other remedy it may obtain or be awarded. Any judgment or final order issued in
any legal proceeding shall include reimbursement for all such attorneys’ fees and costs. In any
legal proceeding, the “prevailing party” shall mean the party determined by the court to most nearly
prevail and not necessarily the party in whose favor a judgment is rendered.
13.2 Interpretation. This Agreement has been negotiated at arm’s length and
each party has been represented by independent legal counsel in this transaction and this
Agreement has been reviewed and revised by counsel to each of the Parties. Accordingly, each
party hereby waives any benefit under any rule of law (including Section 1654 of the California
Civil Code) or legal decision that would require interpretation of any ambiguities in this
Agreement against the drafting party.
13.3 Survival. All indemnities, covenants, representations and warranties
contained in this Agreement shall survive Close of Escrow.
13.4 Successors. Except as provided to the contrary in this Agreement, this
Agreement shall be binding on and inure to the benefit of the Parties and their successors and
assigns.
13.5 Governing Law. This Agreement shall be construed and interpreted in
accordance with the laws of the State of California.
13.6 Integrated Agreement; Modifications. This Agreement contains all the
agreements of the Parties concerning the subject hereof any cannot be amended or modified except
by a written instrument executed and delivered by the parties. There are no representations,
agreements, arrangements or understandings, either oral or written, between or among the parties
hereto relating to the subject matter of this Agreement that are not fully expressed herein. In
addition there are no representations, agreements, arrangements or understandings, either oral or
written, between or among the Parties upon which any party is relying upon in entering this
Agreement that are not fully expressed herein.
13.7 Severability. If any term or provision of this Agreement is determined to
be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable,
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or invalid provisions or part thereof shall be stricken from this Agreement, any such provision
shall not be affected by the legality, enforceability, or validity of the remainder of this Agreement.
If any provision or part thereof of this Agreement is stricken in accordance with the provisions of
this Section, then the stricken provision shall be replaced, to the extent possible, with a legal,
enforceable and valid provision this is in keeping with the intent of the Parties as expressed herein.
13.8 Notices. Any delivery of this Agreement, notice, modification of this
Agreement, collateral or additional agreement, demand, disclosure, request, consent, approval,
waiver, declaration or other communication that either party desires or is required to give to the
other party or any other person shall be in writing. Any such communication may be served
personally, or by nationally recognized overnight delivery service (i.e., Federal Express) which
provides a receipt of delivery, or sent by prepaid, first class mail, return receipt requested to the
party’s address as set forth below:
To Buyer: United Food and Commercial Workers Union, Local No. 5
Attn: John Nunes
28870 Mission Blvd.
Hayward, CA 94544
Telephone No.: (510) 889-0870
To Seller: City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attn: City Manager, Mike Futrell
Telephone No.: (650) 829 6620
Fax (650) 829-6609
If to Escrow Holder: Katie Berggren
North American Title Company
66 Bovet Rd, Suite 200
San Mateo, CA 94402
Any such communication shall be deemed effective upon personal delivery or on
the date of first refusal to accept delivery as reflected on the receipt of delivery or return receipt,
as applicable. Any party may change its address by notice to the other party. Each party shall
make an ordinary, good faith effort to ensure that it will accept or receive notices that are given in
accordance with this section and that any person to be given notice actually receives such notice.
13.9 Time. Time is of the essence to the performance of each and every
obligation under this Agreement.
13.10 Days of Week. If any date for exercise of any right, giving of any
notice, or performance of any provision of this Agreement falls on a Saturday, Sunday or holiday,
the time for performance will be extended to 5:00 p.m. on the next business day.
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13.11 Reasonable Consent and Approval. Except as otherwise provided
in this Agreement, whenever a party is required or permitted to give its consent or approval under
this Agreement, such consent or approval shall not be unreasonably withheld or delayed. If a party
is required or permitted to give its consent or approval in its sole and absolute discretion or if such
consent or approval may be unreasonably withheld, such consent or approval may be unreasonably
withheld but shall not be unreasonably delayed.
13.12 Further Assurances. The Parties shall at their own cost and expense
execute and deliver such further documents and instruments and shall take such other actions as
may be reasonably required or appropriate to carry out the intent and purposes of this Agreement.
13.13 Waivers. Any waiver by any party shall be in writing and shall not
be construed as a continuing waiver. No waiver will be implied from any delay or failure to take
action on account of any default by any party. Consent by any party to any act or omission by
another party shall not be construed to be consent to any other subsequent act or omission or to
waive the requirement for consent to be obtained in any future or other instance.
13.14 Signatures/Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Any one of such completely executed counterparts shall
be sufficient proof of this Agreement.
13.15 Date and Delivery of Agreement. Notwithstanding anything to the
contrary contained in this Agreement, the parties intend that this Agreement shall be deemed
effective, and delivered for all purposes under this Agreement, and for the calculation of any
statutory time periods based on the date an agreement between parties is effective, executed, o r
delivered, as of the Effective Date.
13.16 Representation on Authority of Parties. Each person signing this
Agreement represents and warrants that he or she is duly authorized and has legal capacity to
execute and deliver this Agreement. Each party represents and warrants to the other that the
execution and delivery of the Agreement and the performance of such party’s obligations
hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding
on such party and enforceable in accordance with its terms.
13.17 Possession. At Closing, Seller shall deliver sole and exclusive
possession of the Property to Buyer.
13.18 Approvals. Whenever this Agreement calls for Seller approval,
consent, extension or waiver, the written approval, consent, or waiver of the Seller’s Executive
Director or his or her designee(s) shall constitute the approval, consent, extension or waiver of the
Seller, without further authorization required from the Seller’s Council. The Seller hereby
authorizes the City Manager and his or her designee(s) to deliver any such approvals, consents, or
extensions or waivers as are required by this Agreement, or that do not otherwise reduce Seller’s
rights under this Agreement, and to waive requirements under this Agr eement, on behalf of the
Seller.
SIGNATURES ON FOLLOWING PAGE
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
SELLER:
CITY OF SOUTH SAN FRANCISCO
By: _______________________________
Mike Futrell
City Manager
ATTEST:
By: _______________________________
City Clerk
APPROVED AS TO FORM:
By: _______________________________
Sky Woodruff
City Attorney
BUYER:
United Food and Commercial Workers Union, Local No. 5
an unicorporated association
By: _______________________________
Title: _______________________________
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LIST OF EXHIBITS
Exhibit A Legal Description
Exhibit B Grant Deed
Exhibit C Permitted Exceptions
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Exhibit A
LEGAL DESCRIPTION
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Exhibit B
GRANT DEED
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Exhibit C
PERMITTED EXCEPTIONS
3439226.1
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219\3220028.3
PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS (“this Agreement”) is entered into as of __________, 2019 (the “Effective
Date”), by and between the City of South San Francisco, a municipal corporation, (“Seller”) and
United Food and Commercial Workers Union, Local No. 5, an unincorporated association (“Buyer”).
Seller and Buyer are collectively referred to herein as the “Parties.”
RECITALS
A. Seller is owner of certain real property with an address of 323/329 Miller Avenue,
South San Francisco, California, also known as San Mateo County Assessor’s Parcel Numbers
012-312-070 and 012-312-050.
B. The former Redevelopment Agency of the City of South San Francisco (“RDA”)
purchased 323 Miller Avenue on March 14, 2007.
C. On, June 29, 2011 the legislature of the State of California (the “State”) adopted
Assembly Bill x1 26 (“AB 26”), which amended provisions of the Redevelopment Law, and the
California Supreme Court decision in California Redevelopment Association, et al. v. Ana
Matosantos, et al., upheld AB 26 (together with AB 1484, the “Dissolution Law”), and the RDA
was dissolved on February 1, 2012.
D. Pursuant to the Dissolution Law, the South San Francisco Successor Agency
(“Agency”) prepared a Long Range Property Management Plan (“LRPMP”), which was approved
by a resolution of the Oversight Board for the Successor Agency to the Redevelopment Agency of
the City of South San Francisco (“Oversight Board”) on November 19, 2013, and on May 21,
2015, the Oversight Board approved the Amended Long Range Property Management Plan
(“LRPMP”), which was approved by the California Department of Finance (“DOF”) on October
1, 2015.
E. Pursuant to the LRPMP and Dissolution Law, the Agency’s transfer of real property
assets to the City for disposition consistent with the LRPMP is subject to entering into a Master
Agreement for Taxing Entity Compensation by all Taxing Entities.
F. The City and Taxing Entities entered into an Amended and Restated Master
Agreement for Taxing Entity Compensation, dated October 18, 2016 (“Master Compensation
Agreement”), which governs the distribution of any net proceeds received from the sale of the
323 Miller Avenue.
G. The City purchased 329 Miller Avenue on July 23, 1971 and constructed the Miller
Parking Garage (“Garage”), a five-story, 254-space parking garage, with approximately 13,000
square feet of ground floor commercial space in 2011 on both 329 and 323 Miller Avenue.
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H. A portion of the ground floor commercial space in the Garage is occupied by City
uses and the remaining 7,300 square feet of space is vacant and unimproved.
I. The City created a separate parcel from the 7,300 square feet of vacant and
unimproved ground floor commercial space with an address of [] Miller Avenue, South San
Francisco, California, also known as San Mateo County Assessor’s Parcel Number [], as more
particularly described in Exhibit A attached hereto and incorporated herein (“Property”).
J. Buyer agrees to purchase the Property, and Seller agrees to sell the Property to
Buyer, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements
contained in this Agreement, and other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged by the parties, Seller and Buyer hereby agree as follows:
1. INCORPORATION OF RECITALS AND EXHIBITS. The Recitals set
forth above and the Exhibits attached to this Agreement are each incorporated into the body of this
Agreement as if set forth in full.
2. PURCHASE AND SALE.
2.1 Agreement to Buy and Sell. Subject to the terms and conditions set
forth herein, Seller agrees to sell the Property to Buyer, and Buyer hereby agrees to acquire the
Property from Seller.
2.2 Purchase Price. The purchase price for the Property to be paid by
Buyer to Seller (the “Purchase Price”) is one million two hundred and fifty thousand dollars
($1,250,000.00). The Purchase Price shall be paid in cash at the Closing to the Seller.
2.3 Parking Permits. Buyer will purchase ten (10) monthly parking permits
from Seller for parking spaces in the Garage at the standard, published rate for twenty-five (25)
years, consistent with the Conditions of Approval imposed by Seller on Buyer’s Conditional Use
Permit for development of the Property.
3. ESCROW.
3.1 Seller’s Condition to Opening Escrow. Buyer has negotiated in good faith
with Seller and, based upon those good faith negotiations, has entered into the Covenants,
Conditions and Restrictions (CC&R), with Seller relating to the Property and the Garage which
shall include provisions regulating maintenance and repair of the Property, internal structural
alterations, use of common areas and facilities including utilities and rights-of-entry for repair and
Seller’s right of immediate access at all times to all portions of the common areas not assigned for
the exclusive use of the Buyer.
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3.2 Escrow Account. If Buyer has satisfied Seller’s pre-condition to Escrow
opening as set forth in section 3.1 above, Seller shall open an interest-bearing escrow account (the
“Escrow”) to be maintained by North American Title Company in San Mateo (the “Escrow
Holder”), with interest accruing to the benefit of Buyer. Escrow Holder shall perform all escrow
and title services in connection with this Agreement.
3.3 Opening of Escrow. Within three (3) days after the Effective Date, the
Parties will deposit into Escrow the fully executed Agreement, or executed counterparts thereto.
The date such fully executed Agreement is received by Escrow Holder will be deemed the
“Opening of Escrow” and Escrow Holder will give written notice to the Parties of such
occurrence.
3.4 Buyer’s Deposit. Within three (3) business days after the Opening of
Escrow, the Buyer shall deposit fifty thousand dollars ($50,000.00) in Escrow (“Initial Deposit”).
If the Due Diligence Contingency Period (as defined in Section 5.2(a) below) is extended pursuant
to Section 5.2, Buyer shall deposit an additional fifty thousand ($50,000.00) in Escrow (the
“Additional Deposit”). The Initial Deposit and Additional Deposit are sometimes collectively
referred to herein as the “Deposits.”
3.5 Satisfaction of Due Diligence Contingency. Buyer shall have the right, in
its sole discretion, to terminate this Agreement for any reason prior to the expiration of the Due
Diligence Contingency Period (as defined in Section 5.2(a) below) and receive a refund of the
Deposit. Buyer hereby agrees to provide written notice to Seller prior to the expiration of the Due
Diligence Contingency Period if Buyer disapproves any due diligence items or approves all due
diligence items (“Approval Notice”). If Buyer disapproves any items through the delivery of the
Approval Notice to Seller before 5:00 p.m. on the last day of the Due Diligence Contingency
Period, this Agreement shall terminate, and all amounts deposited by Buyer into escrow (except
the Independent Consideration), together with interest thereon, if any, will be returned to Buyer,
and neither party shall have any further rights or obligations hereunder except those which
expressly survive the termination hereof. If Buyer fails to timely deliver the Approval Notice to
Seller, it will be conclusively presumed that Buyer has approved all such items, matters or
documents.
3.6 Independent Consideration. As independent consideration for Seller’s
entering into this Agreement to sell the Property to Buyer, Buyer shall deliver the sum o f Five
Thousand Dollars ($5,000.00) to Seller through Escrow (“Independent Consideration”). In the
event that Buyer terminates this Agreement in accordance with Section 3.5 above, Seller shall
retain the Independent Consideration; in the event that Buyer does not terminate this Agreement
as aforesaid, the Independent Consideration shall be applied to the Purchase Price at Closing.
4. PROPERTY DISCLOSURE REQUIREMENTS.
4.1 Condition of Title/Preliminary Title Report. Escrow Holder shall deliver
a Preliminary Title Report for the Property (the “Preliminary Report”) to Buyer within three (3)
days after the Opening of Escrow. Buyer shall have until the end of the Due Diligence Contingency
Period to approve the condition of title to the Property. If Buyer delivers the Approval Notice,
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Buyer agrees to take title to the Property subject to the following “Permitted Exceptions”:
(a) standard printed exceptions in the Preliminary Report; (b) general and special real property
taxes and assessments constituting a lien not yet due and payable; and (c) the Schedule B
exceptions to the title referenced in the Approval Notice.
4.2 Environmental Condition of Property. Seller has provided Buyer with all
documents reasonably known to Seller pertaining to the environmental con dition of the Property
within three (3) days after the Opening of Escrow. At Closing, the Buyer agrees to take title of
the Property in AS- IS WHERE-IS condition with no environmental remediation work required
by or indemnities from the Seller or the Agency. Seller, at Buyer’s expense, agrees to cooperate
with Buyer to obtain regulatory approval of any necessary environmental work for the Property.
Buyer explicitly acknowledges that Buyer will be responsible to manage and complete any
remediation work for the Property after Closing. After Closing, Seller shall have no further
obligations with respect to environmental and/or natural hazards remediation costs.
4.3 Environmental and Natural Hazards Disclosure. California Health & Safety
Code section 25359.7 requires owners of non-residential real property who know, or have
reasonable cause to believe, that any release of hazardous substances are located on or beneath the
real property to provide written notice of same to the buyer of real property. Other applicable laws
require Seller to provide certain disclosures regarding natural hazards affecting the Property.
Pursuant to Section 4.2, Seller agrees to make any necessary disclosures required by law. Seller
shall notify Buyer in writing if it obtains actual knowledge of any environmental condition of the
Property or any material change in the condition of the Property between the Effective Date and
the Closing Date.
5. CLOSING AND PAYMENT OF PURCHASE PRICE.
5.1 Closing. The closing (the “Closing” or “Close of Escrow”) will occur no
later than thirty (30) calendar days after the Effective Date (“Closing Date”) or such other date
that the Parties agree in writing.
5.2 Buyer’s Conditions to Closing. Buyer's obligation to purchase the Property
is subject to the satisfaction of all of the following conditions or Buyer's written waiver thereof (in
Buyer’s sole discretion) on or before the Closing Date:
(a) Buyer has approved the condition of the Property. Buyer will have
ten (10) calendar days from Opening of Escrow (the “Due Diligence Contingency Period”) to
complete physical inspections of the Property and due diligence related to the purchase of the
Property. Seller shall provide to Buyer copies of all reasonably available and known documents
relating to the ownership and operation of the Property, including but not limited to plans, permits
and reports (environmental, structural, mechanical, engineering and land surveys) that Seller has
in its possession not later than two (2) business days following the execution and delivery of this
Agreement, or as soon as practicable thereafter. All physical inspections must be coordinated with
Seller’s representative. Buyer hereby agrees to indemnify and hold Seller harmless for any damage
to the Property caused (but not merely revealed) by Buyer’s inspections.
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(b) Seller has performed all obligations to be performed by Seller
pursuant to this Agreement.
(c) Seller’s representations and warranties herein are true and correct in
all material respects as of the Closing Date.
(d) The Title Company is irrevocably committed to issue an ALTA
standard coverage title insurance policy to Buyer, effective as of the Closing Date, insuring title to
Buyer in the full amount of the Purchase Price.
5.3 Seller’s Conditions to Closing. The Close of Escrow and Seller’s obligation
to sell and convey the Property to Buyer are subject to the satisfaction of the following conditions
or Seller’s written waiver (in Seller’s sole discretion) of such conditions on or before the Closing
Date:
(a) Buyer has performed all obligations to be performed by Buyer
pursuant to this Agreement before Closing Date.
(b) Buyer's representations and warranties set forth herein are true and
correct in all material respects as of the Closing Date.
5.4 Conveyance of Title. Seller will deliver marketable fee simple title to Buyer
at the Closing, subject only to the Permitted Exceptions. The Property will be conveyed by Seller
to Buyer in an “as is” condition, with no warranty, express or implied, by Seller as to the physical
condition including, but not limited to, the soil, its geology, or the presence of known or unknown
faults or Hazardous Materials or hazardous waste (as defined by Section 12); provided, however,
that the foregoing shall not relieve Seller from disclosure of any such conditions of which Seller
has actual knowledge.
5.5 Deliveries at Closing.
(a) Deliveries by Seller. Seller shall deposit into the Escrow for
delivery to Buyer at Closing: (i) a grant deed, substantially in the form attached hereto as Exhibit
B (“Grant Deed”); (ii) an affidavit or qualifying statement which satisfies the requirements of
paragraph 1445 of the Internal Revenue Code of 1986, as amended, any regulations thereunder
(the “Non-Foreign Affidavit”); (iii) a California Franchise Tax Board form 590 (the “California
Certificate”) to satisfy the requirements of California Revenue and Taxation Code Section
18805(b) and 26131.
(b) Deliveries by Buyer. No less than one (1) business day prior to the
close of escrow, Buyer shall deposit into escrow immediately available funds in the amount, which
together with the Independent Consideration and the Deposits is equal to: (i) the Purchase Price as
adjusted by any prorations between the Parties; (ii) the escrow fees and recording fees; and (iii) the
cost of the Title Policy.
(c) Closing. Upon Closing, Escrow Holder shall: (i) record the Grant
Deed; (ii) disburse to Seller the Purchase Price, less Seller’s share of any escrow fees, costs and
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expenses and taxes as provided herein; (iii) deliver to Buyer the Non-Foreign Affidavit, the
California Certificate and the original recorded Grant Deed; (iv) pay any commissions and other
expenses payable through escrow; and (vi) distribute to itself the payment of escrow fees and
expenses required hereunder.
(d) Closing Costs. Buyer will pay all escrow fees (including the costs
of preparing documents and instruments), and recording fees. Buyer will also pay title insurance
and title report costs. Seller will pay all transfer taxes and governmental conveyance fees, where
applicable.
(e) Pro-Rations. At the close of escrow, the Escrow Agent shall make
the following prorations: (i) property taxes will be prorated as of the close of escrow based upon
the most recent tax bill available, including any property taxes which may be assessed after the
close of escrow but which pertain to the period prior to the transfer of title to the Property to Buyer,
regardless of when or to whom notice thereof is delivered; and (ii) any bond or assessment that
constitutes a lien on the Property at the close of escrow will be assumed by Buyer. Seller does not
pay ad valorem taxes.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS.
6.1 Seller’s Representations, Warranties and Covenants. In addition to the
representations, warranties and covenants of Seller contained in other sections of this Agreement,
Seller hereby represents, warrants and covenants to Buyer that the statements below in this Section
6.1 are each true and correct as of the Closing Date provided however, if to Seller’s actual
knowledge any such statement becomes untrue prior to Closing, Seller will notify Buyer in writing
and Buyer will have three (3) business days thereafter to determine if Buyer wishes to proceed
with Closing. If Buyer determines it does not wish to proceed, then the terms of Section 3.5 will
apply.
(a) Authority. Seller is a municipal corporation, lawfully formed, in
existence and in good standing under the laws of the State of California. Seller has the full right,
capacity, power and authority to enter into and carry out the terms of this Agreement. This
Agreement has been duly executed by Seller, and upon delivery to and execution by Buyer is a
valid and binding agreement of Seller.
(b) Encumbrances. Seller has not alienated, encumbered, transferred,
mortgaged, assigned, pledged, or otherwise conveyed its interest in the Property or any portion
thereof, nor entered into any Agreement to do so, and there are no liens, encumbrances, mortgages,
covenants, conditions, reservations, restrictions, easements or other matters affecting the Property,
except as disclosed in the Preliminary Report. Seller will not, directly or indirectly, alienate,
encumber, transfer, mortgage, assign, pledge, or otherwise convey its interest prior to the Close of
Escrow, as long as this Agreement is in force.
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(c) There are no agreements affecting the Property except those which
have been disclosed by Seller. There are no agreements which will be binding on the Buyer or the
Property after the Close of Escrow.
The truth and accuracy of each of the representations and warranties, and
the performance of all covenants of Seller contained in this Agreement are conditions precedent
to Buyer’s obligation to proceed with the Closing hereunder. The foregoing representations and
warranties shall survive the expiration, termination, or close of escrow of this Agreement and shall
not be deemed merged into the deed upon closing.
6.2 Buyer’s Representations and Warranties. In addition to the representations,
warranties and covenants of Buyer contained in other sections of this Agreement, Buyer hereby
represents, warrants and covenants to Seller that the statements below in this Section 6.2 are each
true as of the Effective Date, and, if to Buyer’s actual knowledge any such statement becomes
untrue prior to Closing, Buyer shall so notify Seller in writing and Seller shall have at least three
(3) business days thereafter to determine if Seller wishes to proceed with Closing.
(a) Buyer is an unincorporated association. Buyer has the full right,
capacity, power and authority to enter into and carry out the terms of this Agreement. This
Agreement has been duly executed by Buyer, and upon delivery to and execution by Seller shall
be a valid and binding agreement of Buyer.
(b) Buyer is not bankrupt or insolvent under any applicable federal or
state standard, has not filed for protection or relief under any applicable bankruptcy or creditor
protection statute, and has not been threatened by creditors with an involuntary application of any
applicable bankruptcy or creditor protection statute.
The truth and accuracy of each of the representations and warranties, and
the performance of all covenants of Buyer contained in this Agreement are conditions precedent
to Seller’s obligation to proceed with the Closing hereunder.
6.3 Property Sold, “AS IS”. Buyer specifically acknowledges that the Seller is
selling the Property on an “AS IS”, “WHERE IS” and “WITH ALL FAULTS” basis and that,
subject to Seller's representations, warranties, covenants and obligations set forth in this
Agreement, and all exhibits attached hereto and incorporated herein, and any obligations arising
under applicable law, Buyer is not relying on any representations or warranties of any kind
whatsoever, express or implied, from Seller, or its employees, appointed or elected officials,
agents, or brokers as to any matters concerning the Property. The Seller makes no representations
or warranties as to any matters concerning the Property, including without limitation: (i) the
quality, nature, adequacy and physical condition of the Property, (ii) the quality, nature, adequacy,
and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature,
adequacy and physical condition of utilities serving the Property, (iv) the development potential
of the Property, and the Property's use, habitability, merchantability, or fitness, suitability, value
or adequacy of the property for any particular purpose, (v) except as otherwise provided in this
Agreement, the zoning or other legal status of the Property or any other public or private
restrictions on use of the Property, (vi) the compliance of the Property or its operation with any
Environmental Laws, covenants, conditions and restrictions of any governmental or quasi-
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governmental entity or of any other person or entity, (vii) the presence or removal of Hazardous
Materials, substances or wastes on, under or about the Property or the adjoining or neighboring
property; (viii) the quality of any labor and materials used in any improvements on the Property,
(ix) the condition of title to the Property, (x) the leases, service contracts, or other agreements
affecting the Property, or (xi) the economics of the operation of the Property.
7. REMEDIES In the event of a breach or default under this Agreement by Seller, if
such breach or default occurs prior to Close of Escrow, Buyer reserves the right to either (a) seek
specific performance from Seller or (b) to do any of the following: (i) to waive the breach or
default and proceed to close as provided herein; (ii) to extend the time for performance and the
Closing Date until Seller is able to perform; or (iii) to terminate this Agreement upon written notice
to Seller, whereupon Seller shall return any portion of the Deposit and Independent Consideration
held by it and shall cause Escrow Holder to return to Buyer any and all sums placed into the Escrow
by Buyer, and except for the rights and obligations expressly provided to survive termination of
this Agreement, neither party shall have any further obligations or liabilities hereunder. IN THE
EVENT OF A BREACH OR DEFAULT HEREUNDER BY BUYER AND THE CLOSING
DOES NOT OCCUR DUE TO SUCH DEFAULT, SELLER’S SOLE REMEDY SHALL BE TO
RETAIN THE DEPOSITS AS LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IN
SUCH INSTANCE, THE DEPOSITS REPRESENT A REASONABLE APPROXIMATION OF
SELLER’S DAMAGES AND ARE NOT INTENDED AS A FORFEITURE OR PENALTY BUT
RATHER AN ENFORCEABLE LIQUIDATED DAMAGES PROVISION PURSUANT TO
CALIFORNIA CIVIL CODE SECTION 1671, ET SEQ. IN NO EVENT SHALL EITHER
PARTY BE ENTITLED TO LOST PROFITS OR CONSEQUENTIAL DAMAGES AS A
RESULT OF THE OTHER PARTY’S BREACH OF THIS AGREEMENT.
Buyer’s Initials Seller’s Initials
8. BROKERS. Seller represents that no real estate broker has been retained by Seller
in the sale of the Property or the negotiation of this Agreement. Buyer represents that no real estate
broker has been retained by Buyer in the procurement of the Property or negotiation of this
Agreement. Bu yer shall indemnify, hold harmless and defend Seller from any and all claims,
actions and liability for any breach of the preceding sentence, and any commission, finder’s fee,
or similar charges arising out of Buyer’s conduct.
9. ASSIGNMENT. Absent an express signed written agreement between the Parties
to the contrary, neither Seller nor Buyer may assign its rights or delegate its duties under this
Agreement without the express written consent of the other. No permitted assignment of any of
the rights or obligations under this Agreement shall result in a novation or in any other way release
the assignor from its obligations under this Agreement.
10. ENVIRONMENTAL INDEMNITY. To the fullest extent allowed by law, Buyer
agrees to unconditionally and fully indemnify, protect, defend (with counsel satisfactory to Seller),
and hold Seller, and its respective elected and appointed officers, officials, employees, agents,
consultants, contractors, and Agency harmless from and against any and all claims (including
without limitation third party claims for personal injury, real or personal property damage, or
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damages to natural resources), actions, administrative proceedings (including without limitation
both formal and informal proceedings), judgments, damages, punitive damages, penalties, fines,
costs (including without limitation any and all costs relating to investigation, assessment, analysis
or clean-up of the Property), liabilities (including without limitation sums paid in settlements of
claims), interest, or losses, including reasonable attorneys’ and paralegals’ fees and expenses
(including without limitation any such fees and expenses incurred in enforcing this Agreement or
collecting any sums due hereunder), together with all other costs and expenses of any kind or
nature (collectively, the “Costs”) that arise directly or indirectly from or in connection with the
presence, suspected presence, release, or suspected release, of any Hazardous Materials in, on or
under the Property or in or into the air, soil, soil gas, groundwater, or surface water at, on, about,
around, above, under or within the Property, or any portion thereof, except those Costs that arise
solely (1) as a result of actions by Seller, or Seller’s agents, employees, or contractors, or (2) prior
to the Closing Date and not caused by Buyer, or Buyer’s agents, employees, or contractors . The
indemnification provided pursuant to this Section shall specifically apply to and include claims or
actions brought by or on behalf of employees of Buyer or any of its predecessors in interest and
Buyer hereby expressly waives any immunity to which Buyer may otherwise be entitled under any
industrial or worker’s compensation laws. In the event the Seller suffers or incurs any Costs, Buyer
shall pay to Seller the total of all such Costs suffered or incurred by the Seller upon demand
therefore by Seller. The indemnification provided pursuant to this Section shall include, without
limitation, all loss or damage sustained by the Seller due to any Hazardous Materials: (a) that are
present or suspected by a governmental agency having jurisdiction to be present in the Property or
in the air, soil, soil gas, groundwater, or surface water at, on, about, above, under, or within the
Property (or any portion thereof) or to have emanated from the Property, or (b) that migrate, flow,
percolate, diffuse, or in any way move onto, into, or under the air, soil, soil gas, groundwater, or
surface water at, on, about, around, above, under, or within the Property (or any portion thereof)
after the date of this Agreement as a result of Seller’s or its predecessors’ activities on the Property,
or those of Seller’s agents, employees, or contractors. The provisions of this Section 10 shall
survive the termination of this Agreement and the Close of Escrow.
11. RELEASE BY BUYER. Effective upon the Close of Escrow, except with respect
to the representations and warranties of Seller under Section 6.1 of this Agreement, Buyer waives
releases, remises, acquits and forever discharges Seller, and its officers, directors, board members,
managers, employees and agents, and any other person acting on behalf of Seller, from any and all
claims, actions, causes of action, demands, rights, damages, costs, expenses and compensation
whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, which Buyer now has
or which may arise in the future on account of or in any way arising from or in connection with
the physical condition of the Property or any law or regulation applicable thereto including,
without limiting the generality of the foregoing, any federal, state or local law, ordinance or
regulation pertaining to Hazardous Materials. This Section 11 shall survive the termination of this
Agreement and the Close of Escrow.
BUYER ACKNOWLEDGES THAT BUYER IS FAMILIAR WITH 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
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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 INITIALING BELOW, BUYER EXPRESSLY WAIVES THE BENEFITS OF SECTION 1542
OF THE CALIFORNIA CIVIL CODE WITH RESPECT TO THE FOREGOING RELEASE:
Buyer’s initials: _____________
12. HAZARDOUS MATERIALS; DEFINITIONS.
12.1 Hazardous Materials. As used in this Agreement, “Hazardous Materials”
means any chemical, compound, material, mixture, or substance that is now or may in the future
be defined or listed in, or otherwise classified pursuant to any Environmental Laws (defined below)
as a “hazardous substance”, “hazardous material”, “hazardous waste”, “extremely hazardous
waste”, infectious waste”, toxic substance”, toxic pollutant”, or any other formulation intended to
define, list or classify substances by reason of deleterious properties such as ignitability,
corrosivity, reactivity, carcinogenicity, or toxicity. The term “Hazardous Materials” shall also
include asbestos or asbestos-containing materials, radon, chrome and/or chromium,
polychlorinated biphenyls, petroleum, petroleum products or by-products, petroleum components,
oil, mineral spirits, natural gas, natural gas liquids, liquefied natural gas, and synthetic gas usable
as fuel, perchlorate, and methyl tert butyl ether, whether or not defined as a hazardous waste or
hazardous substance in the Environmental Laws.
12.2 Environmental Laws. As used in this Agreement, “Environmental Laws”
means any and all federal, state and local statutes, ordinances, orders, rules, regulations, guidance
documents, judgments, governmental authorizations or directives, or any other requirements of
governmental authorities, as may presently exist, or as ma y be amended or supplemented, or
hereafter enacted, relating to the presence, release, generation, use, handling, treatment, storage,
transportation or disposal of Hazardous Materials, or the protection of the environment or human,
plant or animal health, including, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended by the Superfund Amendments and
Reauthorization Act of 1986 (42 U.S.C. § 9601), the Hazardous Materials Transportation Act (49
U.S.C. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.),
the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C.
§ 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Oil Pollution Act
(33 U.S.C. § 2701 et seq.), the Emergency Planning and Community Right-to-Know Act (42
U.S.C. § 11001 et seq.), the Porter-Cologne Water Quality Control Act (Cal. Water Code § 13000
et seq.), the Toxic Mold Protection Act (Cal. Health & Safety Code § 26100, et seq.), the Safe
Drinking Water and Toxic Enforcement Act of 1986 (Cal. Health & Safety Code § 25249.5 et
seq.), the Hazardous Waste Control Act (Cal. Health & Safety Code § 25100 et seq.), the
Hazardous Materials Release Response Plans & Inventory Act (Cal. Health & Safety Code
§ 25500 et seq.), and the Carpenter-Presley-Tanner Hazardous Substances Account Act (Cal.
Health and Safety Code, Section 25300 et seq.).
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13. MISCELLANEOUS.
13.1 Attorneys’ Fees. If any party employs counsel to enforce or interpret this
Agreement, including the commencement of any legal proceeding whatsoever (including
insolvency, bankruptcy, arbitration, mediation, declaratory relief or other litigation), the prevailing
party shall be entitled to recover its reasonable attorneys’ fees and court costs (including the service
of process, filing fees, court and court reporter costs, investigative fees, expert witness fees, and
the costs of any bonds, whether taxable or not) and shall include the right to recover such fees and
costs incurred in any appeal or efforts to collect or otherwise enforce any judgment in its favor in
addition to any other remedy it may obtain or be awarded. Any judgment or final order issued in
any legal proceeding shall include reimbursement for all such attorneys’ fees and costs. In any
legal proceeding, the “prevailing party” shall mean the party determined by the court to most nearly
prevail and not necessarily the party in whose favor a judgment is rendered.
13.2 Interpretation. This Agreement has been negotiated at arm’s length and
each party has been represented by independent legal counsel in this transaction and this
Agreement has been reviewed and revised by counsel to each of the Parties. Accordingly, each
party hereby waives any benefit under any rule of law (including Section 1654 of the California
Civil Code) or legal decision that would require interpretation of any ambiguities in this
Agreement against the drafting party.
13.3 Survival. All indemnities, covenants, representations and warranties
contained in this Agreement shall survive Close of Escrow.
13.4 Successors. Except as provided to the contrary in this Agreement, this
Agreement shall be binding on and inure to the benefit of the Parties and their successors and
assigns.
13.5 Governing Law. This Agreement shall be construed and interpreted in
accordance with the laws of the State of California.
13.6 Integrated Agreement; Modifications. This Agreement contains all the
agreements of the Parties concerning the subject hereof any cannot be amended or modified except
by a written instrument executed and delivered by the parties. There are no representations,
agreements, arrangements or understandings, either oral or written, between or among the parties
hereto relating to the subject matter of this Agreement that are not fully expressed herein. In
addition there are no representations, agreements, arrangements or understandings, either oral or
written, between or among the Parties upon which any party is relying upon in entering this
Agreement that are not fully expressed herein.
13.7 Severability. If any term or provision of this Agreement is determined to
be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable,
or invalid provisions or part thereof shall be stricken from this Agreement, any such provision
shall not be affected by the legality, enforceability, or validity of the remainder of this Agreement.
If any provision or part thereof of this Agreement is stricken in accordance with the provisions of
this Section, then the stricken provision shall be replaced, to the extent possible, with a legal,
enforceable and valid provision this is in keeping with the intent of the Parties as expressed herein.
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13.8 Notices. Any delivery of this Agreement, notice, modification of this
Agreement, collateral or additional agreement, demand, disclosure, request, consent, approval,
waiver, declaration or other communication that either party desires or is required to give to the
other party or any other person shall be in writing. Any such communication may be served
personally, or by nationally recognized overnight delivery service (i.e., Federal Express) which
provides a receipt of delivery, or sent by prepaid, first class mail, return receipt requested to the
party’s address as set forth below:
To Buyer: United Food and Commercial Workers Union, Local No. 5
Attn: John Nunes
28870 Mission Blvd.
Hayward, CA 94544
Telephone No.: (510) 889-0870
To Seller: City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attn: City Manager, Mike Futrell
Telephone No.: (650) 829 6620
Fax (650) 829-6609
If to Escrow Holder: Katie Berggren
North American Title Company
66 Bovet Rd, Suite 200
San Mateo, CA 94402
Any such communication shall be deemed effective upon personal delivery or on
the date of first refusal to accept delivery as reflected on the receipt of delivery or return receipt,
as applicable. Any party may change its address by notice to the other party. Each party shall
make an ordinary, good faith effort to ensure that it will accept or receive notices that are given in
accordance with this section and that any person to be given notice actually receives such notice.
13.9 Time. Time is of the essence to the performance of each and every
obligation under this Agreement.
13.10 Days of Week. If any date for exercise of any right, giving of any
notice, or performance of any provision of this Agreement falls on a Saturday, Sunday or holiday,
the time for performance will be extended to 5:00 p.m. on the next business day.
13.11 Reasonable Consent and Approval. Except as otherwise provided
in this Agreement, whenever a party is required or permitted to give its consent or approval under
this Agreement, such consent or approval shall not be unreasonably withheld or delayed. If a party
is required or permitted to give its consent or approval in its sole and absolute discretion or if such
consent or approval may be unreasonably withheld, such consent or approval may be unreasonably
withheld but shall not be unreasonably delayed.
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13.12 Further Assurances. The Parties shall at their own cost and expense
execute and deliver such further documents and instruments and shall take such other actions as
may be reasonably required or appropriate to carry out the intent and purposes of this Agreement.
13.13 Waivers. Any waiver by any party shall be in writing and shall not
be construed as a continuing waiver. No waiver will be implied from any delay or failure to take
action on account of any default by any party. Consent by any party to any act or omission by
another party shall not be construed to be consent to any other subsequent act or omission or to
waive the requirement for consent to be obtained in any future or other instance.
13.14 Signatures/Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Any one of such completely executed counterparts shall
be sufficient proof of this Agreement.
13.15 Date and Delivery of Agreement. Notwithstanding anything to the
contrary contained in this Agreement, the parties intend that this Agreement shall be deemed
effective, and delivered for all purposes under this Agreement, and for the calculation of any
statutory time periods based on the date an agreement between parties is effective, executed, or
delivered, as of the Effective Date.
13.16 Representation on Authority of Parties. Each person signing this
Agreement represents and warrants that he or she is duly authorized and has legal capacity to
execute and deliver this Agreement. Each party represents and warrants to the other that the
execution and delivery of the Agreement and the performance of such party’s obligations
hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding
on such party and enforceable in accordance with its terms.
13.17 Possession. At Closing, Seller shall deliver sole and exclusive
possession of the Property to Buyer.
13.18 Approvals. Whenever this Agreement calls for Seller approval,
consent, extension or waiver, the written approval, consent, or waiver of the Seller’s Executive
Director or his or her designee(s) shall constitute the approval, consent, extension or waiver of the
Seller, without further authorization required from the Seller’s Council. The Seller hereby
authorizes the City Manager and his or her designee(s) to deliver any such approvals, consents, or
extensions or waivers as are required by this Agreement, or that do not otherwise reduce Seller’s
rights under this Agreement, and to waive requirements under this Agreement, on behalf of the
Seller.
SIGNATURES ON FOLLOWING PAGE
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
SELLER:
CITY OF SOUTH SAN FRANCISCO
By: _______________________________
Mike Futrell
City Manager
ATTEST:
By: _______________________________
City Clerk
APPROVED AS TO FORM:
By: _______________________________
Sky Woodruff
City Attorney
BUYER:
United Food and Commercial Workers Union, Local No. 5
an unicorporated association
By: _______________________________
Title: _______________________________
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LIST OF EXHIBITS
Exhibit A Legal Description
Exhibit B Grant Deed
Exhibit C Permitted Exceptions
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Exhibit A
LEGAL DESCRIPTION
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Exhibit B
GRANT DEED
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219\3220028.3
Exhibit C
PERMITTED EXCEPTIONS
3439226.1
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:19-899 Agenda Date:11/25/2019
Version:1 Item #:10.
Closed Session: Conference with Legal Counsel - Anticipated Litigation
(Pursuant to Government Code Section 54956.9)
Initiation of Litigation: One potential case
(Sky Woodruff, City Attorney and Christina Fernandez, Assistant to the City Manager)
City of South San Francisco Printed on 1/14/2020Page 1 of 1
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:19-939 Agenda Date:11/25/2019
Version:1 Item #:11.
Conference with Real Property Negotiators
(Pursuant to Government Code 54956.8)
Properties: 241 Grand Avenue (Parking Lot #4) (APN 012 316 040)
Agency Negotiators: Julie Barnard
Negotiating Parties: City of South San Francisco and Billy and Kosta Panoutsopoulos
Under Negotiation: Price and Terms
City of South San Francisco Printed on 1/14/2020Page 1 of 1
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:19-940 Agenda Date:11/25/2019
Version:1 Item #:12.
Closed Session: Conference with Legal Counsel - Existing Litigation
(Paragraph (1) of subdivision (d) of Government Code Section 54956.9)
Name of Case: James Hale v. City of South San Francisco
Workers’ Compensation Appeals Board Case Number: ADJ9330348
Name of Case: Robby Chon v. City of South San Francisco
Workers’ Compensation Appeals Board Case Number: ADJ10927431
City of South San Francisco Printed on 1/14/2020Page 1 of 1
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