HomeMy WebLinkAboutReso 07-2024 (23-1083)File Number: 23-1083
City of South San Francisco
City Council
Resolution: RES 07-2024
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
Enactment Number: RES 07-2024
A RESOLUTION APPROVING THE AGREEMENT FOR
CONSTRUCTION AND REIMBURSEMENT FOR SEWER
IMPROVEMENTS WITH SOUTHLINE BUILDING 1
OWNER, LLC FOR THE PUBLIC SANITARY SEWER
MAIN IMPROVEMENTS ON TANFORAN AVENUE, AS
PART OF THE SOUTHLINE DEVELOPMENT PROJECT.
WHEREAS, on July 13, 2022, the City Council of the City of South San Francisco adopted,
among other approvals, Resolution No. 117-2022, approving entitlements for Phase 1 of the Southline
Development Project on the Property, including a Vesting Tentative Map to resubdivide the Property
following approval and recordation of one or more final map(s) in phases to facilitate the Project, and
subject to certain conditions of approval; and
WHEREAS, Phase 1 of the Project requires the issuance of two Core & Shell Building Permits,
one for Building 1 and another for Building 2, which, pursuant to the Conditions of Approval and the City's
adopted Citywide Sewer Capacity Fee program (City Council Resolution 56-2017), require the Developer to
pay the City Sewer Capacity Fees; and
WHEREAS, the City of South San Francisco owns and maintains the public sanitary sewer
collection system throughout the City. A condition assessment of the sanitary sewer main on Tanforan
Avenue downstream of the Development project's sewer lateral reveals that the existing 24" pipeline
beneath the Union Pacific Railroad tracks from Dollar Avenue to Montgomery Avenue is in need of
rehabilitation; and
WHEREAS, said rehabilitation work is the responsibility of the City and should be completed
before the Southline project is completed; and
WHEREAS, the Developer of the Southline project, Southline Building 1 Owner, LLC,
(Developer) is performing sewer construction on their project site and on Tanforan Avenue in the vicinity of
this existing sewer line and they are capable and willing to perform the rehabilitation on behalf of the City in
advance of the completion of the Southline Phase 1 improvements, so long as the City reimburses them for
the work; and
WHEREAS, a Reimbursement Agreement has been prepared between the City and the Developer
that allows for the Developer to perform the sewer improvements and to be reimbursed by the City for the
actual cost associated with performing the work; and
WHEREAS, the Developer agrees to the terms of said Agreement, a copy of which is attached
hereto as Exhibit A; and
City of South San Francisco
File Number: 23-1083
Enactment Number: RES 07-2024
WHEREAS, there would be significant cost savings to the City, and to the public arising from the
cost efficiencies generated by having the Developer perform said sewer main rehabilitation on behalf of the
City.
THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco
hereby takes the following actions:
1. Approves the Agreement for Construction and Reimbursement for Sewer Improvements with
Southline Building 1 Owner, LLC in an amount not to exceed $397,000 for the public sanitary sewer
main improvements on Tanforan Avenue,
2. Authorizes the City Manager to execute said Agreement and future amendments to said agreement to
an amount not to exceed $599,000 subject to review and approval as to form by the City Attorney
and take any other action necessary to accomplish the intent of the staff report or this resolution.
At a meeting of the City Council on 1/10/2024, a motion was made by Councilmember Addiego,
seconded by Councilmember Nagales, that this Resolution be approved. The motion passed.
Yes: 5 Mayor Coleman, Vice Mayor Flores, Councilmember Addiego,
Councilmember Nagales, and Councilmember Nicolas
Attest by (
R)Govea costa, City le k
City of South San Francisco
AGREEMENT FOR CONSTRUCTION AND REIMBURSEMENT FOR
SEWER IMPROVEMENTS
(Southline Specific Plan Project)
This Agreement for Construction and Reimbursement for Sewer Improvements
("Agreement") is entered into by and between the CITY OF SOUTH SAN FRANCISCO, a municipal
corporation organized under the laws of the State of California (the "City"), and SOUTHLINE
BUILDING 1 OWNER LLC, a Delaware limited liability company ("Developer") (collectively
"Parties"), this day of , 2023 ("Effective Date"), with reference to the facts set
forth in the Recitals below.
RECITALS
A. Developer and its affiliates are the owners of certain real property consisting of approximately
12.38 acres in the City of South San Francisco, County of San Mateo, State of California,
which comprises Phase 1 of the Southline Specific Plan Project ("Property"); and
B. On July 13, 2022, the City Council of the City of South San Francisco adopted, among other
approvals, Resolution No. 117-2022, approving entitlements for Phase 1 of the Southline
Development Project (the "Project") on the Property, including a Vesting Tentative Map to
resubdivide the Property following approval and recordation of one or more final map(s) in
phases to facilitate the Project, subject to certain conditions of approval ("Conditions of
Approval"); and
C. On February 22, 2023, City Council of the City of South San Francisco approved Final Map
22-0531 for the purposes of dedicating public right-of-way and creating five lots through the
merger and resubdivision of nine existing lots as part of the Project, authorizing the City
Manager to execute the Final Map and related agreements, and authorizing the recording of
said Final Map and all related documents with the San Mateo County Recorder; and
D. The Final Map 22-0531 has since been recorded in the San Mateo County Recorder's Office
on August 2, 2023, in Book 144 of Maps, at Pages 71-80;
E. Phase 1 of the Project requires the issuance of two Core & Shell Building Permits, one for
Building 1 and another for Building 2 (together, the "Phase 1 Building Permits"), which,
pursuant to the Conditions of Approval and the City's adopted Citywide Sewer Capacity Fee
program (City Council Resolution 56-2017), require the Developer to pay the City
approximately $695,000 in Sewer Capacity Fees; and
F. The Project will include construction activity that is proximate to an existing 24-inch
underground sewer main, currently owned and maintained by the City and that is situated
adjacent to Tanforan Avenue, extending from Dollar Avenue to Montgomery Avenue
("Existing Sewer Line"); and
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G. The Existing Sewer Line was independently identified by the City in its Sanitary Sewer
Master Plan as requiring upsizing as a part of the City's Capital Improvements Program
("CIP"). However, the City subsequently confirmed following further investigation that the
Existing Sewer Line should instead be maintained at its current size and rehabilitated through
cured -in -place -pipe lining without necessitating full replacement; and
H. The Project does not trigger the need for any upsizing or relocation of the Existing Sewer
Line, and the Conditions of Approval do not require any improvements related to the Existing
Sewer Line, but is subject to the City's Sewer Capacity Fee requirement; and
I. As Developer will be undertaking other construction activities within the vicinity of the
Existing Sewer Line, the City requested that Developer undertake this cured -in -place -pipe
lining work within a portion of the Existing Sewer Line ("Sewer Improvements") on behalf
of the City, as described more particularly in Recital K and Exhibit A, subject to
reimbursement by the City of all actual reasonable costs for completion of the Sewer
Improvement work incurred by Developer ("Reimbursement Amount"), as further set forth
in Section 1 of this Agreement; and
Given that Developer is already doing work in the vicinity of the Existing Sewer Line and is
capable of performing the Sewer Improvements originally to be done by the City without
needing additional mobilization that would otherwise by incurred by the City, there would be
significant cost savings to the City and to the public arising from the cost efficiencies
generated by having Developer perform the Sewer Improvements, and thus any competitive
bidding for the Sewer Improvements would not produce an advantage nor would competitive
bidding be desirable; and
K. Collectively, the Sewer Improvements to be performed by Developer would be as follows, as
further set forth in Exhibit A:
Install approximately three hundred (300) linear feet of cured -in -place -pipe lining
within the Existing Sewer Line in the location shown in Exhibit A;
2. Seal all existing sanitary sewer manholes within the limits of the Sewer Improvements
area; and
Implement bypass pumping to temporarily divert sewer flows during Sewer
Improvement work.
L. City and Developer desire to enter into this Agreement to provide for Developer's installation
of the Sewer Improvements, subject to Developer submitting plans and cost estimates, and
approval by the City thereof, and payment of the Reimbursement Amount.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties
agree as follows:
Page 2 of 8
AGREEMENT
1. Construction and Reimbursement for Sewer Improvements. The City agrees that Developer
shall construct the Sewer Improvements and agrees to reimburse Developer as follows:
a) As authorized by this Agreement, Developer agrees to submit Sewer Improvement
plans and specifications and apply for an Encroachment Permit to construct the Sewer
Improvements. The Sewer Improvement plans, specifications, and Encroachment
Permit shall be approved by the City Engineer, prior to commencing construction of
the Sewer Improvements. Developer agrees to construct the Sewer Improvements in
accordance with the plans and specifications that have been approved by the City.
b) Developer agrees to complete construction of the Sewer Improvements prior to
issuance of the last Final Certificate of Occupancy approval of the Phase 1 Building
Permits, subject to extension for matters outside the reasonable control of Developer
and not due to Developer's actions or negligence.
c) During construction of the Sewer Improvements by Developer, the City shall conduct
periodic inspections to confirm compliance with the approved plans and
specifications.
d) Upon completion of construction of the Sewer Improvements, an inspector designated
by the City ("City Inspector") shall perform a Final Inspection of the Sewer
Improvements. Upon final approval by the City Inspector, the City Engineer, or her/his
designee, shall issue a Certificate of Acceptance of the Sewer Improvements within
thirty (30) days of final approval by the City Inspector.
e) City shall issue payment for the Reimbursement to Developer, within sixty (60)
calendar days of (i) the City Engineer's issuance of a Certificate of Acceptance, and
(ii) Developer's delivery to the City of substantiating invoices and receipts
demonstrating:
i. The amount of Sewer Capacity Fees paid -to -date to the City in connection with
the Phase 1 Building Permits; and
ii. The Reimbursement Amount owed by the City, which is the actual reasonable
cost of designing and constructing the Sewer Improvements.
The Reimbursement Amount, based on cost estimates previously
approved by the City, is estimated to be approximately Three
Hundred and Ninety-seven dollars ($397,000) as of the Effective
Date of this Agreement. A summary of the costs is shown on the table
below:
Page 3 of 8
Design/Engineering Cost
$25,000
Construction Cost
$285,000
Public Works Inspection Cost
$30,000
Construction Contingency (20%)
$57,000
Approximate Reimbursement
Amount $397,000
Both Parties acknowledge that this Reimbursement Amount estimate
provided above is intended as an approximation. The actual
Reimbursement Amount shall include, without limitation, costs for
(i) any changes in the work requested by the City in writing and (ii) any
changes in the work resulting from unforeseen or conditions not known
at the time of designing and constructing the Sewer Improvements,
subject to notice and approval by the City in writing of said changes in
work. However, Developer shall not be required to complete work on
behalf of the City that would exceed Five Hundred and Ninety -Nine
Thousand Dollars ($599,000).
f) If City property is destroyed or damaged by reasons of Developer's construction of
the Sewer Improvements as authorized by this Agreement, Developer shall repair,
replace, or pay for the repair or replacement, of such destroyed or damaged property
at its sole cost and expense.
2. Hold Harmless and Indemnification. To the fullest extent permitted by law, Developer agrees
to indemnify, defend (with counsel reasonably acceptable to the City), and hold harmless the
City of South San Francisco and its elected and appointed officers, employees, authorized
agents, contractors and consultants (collectively, the "City Indemnitees") from and against
any and all third party liability, loss, damage, claims, expenses and costs, including, without
limitation, attorneys' fees and costs of litigation for or in connection with personal injury
(including, but not limited to, death) or damage to property (both real and personal)
(collectively, "Claims") to the extent arising out of or connected with the negligent act, error
or omission of Developer, its agents, contractors, subcontractors, or employees in connection
with the performance this Agreement, except to the extent any such Liability is caused by the
negligence or willful misconduct or omissions of the City Indemnitees. The Parties shall use
best efforts to select mutually agreeable legal counsel to defend such claims. In the event City
and Developer are unable to select mutually agreeable legal counsel to defend such a claim,
each party may select its own legal counsel and Developer shall pay its and City's reasonable
attorneys' fees and costs.
3. No Relief of Other Obligations. This Agreement does not relieve Developer from complying
with all generally applicable laws and regulations in the performance of this Agreement and
constructing the Sewer Improvements. This Agreement also does not relieve Developer from
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obtaining all required entitlements, permits, authorizations, or other approvals for any other
work proposed at the Property in the future.
4. Insurance. Developer shall maintain, or ensure that its contractors or subcontractors maintain,
during the life of this Agreement the following policies of insurance:
a) Worker's Compensation and Employers' Liability Insurance in the statutory coverage.
b) Commercial General Liability Insurance: In an amount not less than ONE MILLION
DOLLARS ($1,000,000) per occurrence for injuries including, but not limited to,
death to any one person; in an amount not less than TWO MILLION DOLLARS
($2,000,000) in the aggregate for bodily injury, personal injury and property damage.
c) Automobile Liability (Code 1) Insurance: In an amount not less than ONE MILLION
DOLLARS ($1,000,000) combined single limit per accident for bodily injury and
property damage.
d) It is agreed that the insurance required by Subsection (b) shall be in an aggregate
amount of not less than Two Million Dollars ($2,000,000) and shall be extended to
include as additional insureds the City of South San Francisco, its officials, employees
and authorized agents, with respect to operations performed by Developer as described
herein. Evidence of the insurance described above shall be provided to City upon
execution of this Agreement.
5. Default. In the event of default by Developer hereunder which is not cured following written
notice and an opportunity to cure, the costs and expenses of City for which Developer shall
be liable shall include but not be limited to the City's costs of suit and reasonable attorney's
fees if the City is the prevailing party in any such suit.
6. Independent Contractor. Developer is an independent contractor and nothing contained in this
Agreement shall be construed as creating an employer/employee, joint venture, or
principal/agent relationship between City and Developer.
7. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of this
Agreement shall continue to be in full force and effect.
8. Term. This Agreement is effective upon execution unless otherwise modified in writing by
mutual agreement of the parties and terminates upon completion of all obligations as set forth
in this Agreement, no later than the City's payment of the full Reimbursement Amount.
9. Assignment and Transfer. Developer may transfer or assign all or any portion of its interests,
rights, or obligations under the Agreement to third parties acquiring an interest or estate in the
Project or the Property or any portions thereof including, without limitation, purchasers or
lessees of lots, parcels, or facilities, subject to obtaining City's prior written consent to the
Page 5 of 8
assignment or transfer, if and to the extent that such consent is required pursuant to the
Southline Development Agreement, recorded on September 2, 2022 as Document No.
2022-064815, San Mateo County Official Records ("Development Agreement"). For the
avoidance of doubt, nothing in this Agreement shall be interpreted to impair or modify the
rights, as set forth in the Development Agreement, of assignment and transfer with respect to
the Project (which for purposes of clarity shall include any default under this Agreement and
any other agreement entered into in furtherance of, or related to, the satisfaction of
Developer's obligations under the Development Agreement within the cure period provided
under any such agreement) or the Property.
10. Execution in Counterparts. This Agreement may be executed in counterparts and/or by
facsimile or other electronic means, and when each party has signed and delivered at least one
such counterpart, each counterpart shall be deemed an original, and, when taken together with
other signed counterpart, shall constitute one Agreement, which shall be binding upon and
effective as to all parties.
11. Entire Agreement. This Agreement represents the entire and integrated agreement between
the Parties. This Agreement may be modified or amended only by a subsequent written
agreement signed by both parties.
12. Knowing and Voluntary Execution. Both Parties to this Agreement have had the opportunity
to be advised by and to have this Agreement reviewed by legal counsel of their choosing.
[SIGNATURE PAGE FOLLOWS]
Page 6 of 8
above. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date written
CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
Sharon Ranals, City Manager
Attest:
City Clerk
Approved as to form:
City Attorney
DEVELOPER:
OWNER LLC,
f
Page 7 of 8
California Ail -Purpose Certificate of Artknnwisa.Zl V"ft'M.f.*
-- --------------a ... %-ME%
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of _ J ANt M ill E 0
S.S.
On I2 I17-023 before me, MIDEF CASTQo 6AL(nTA NQT739-r PL46L
personally appeared SCoTT L s M 1-T 14 E
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)
is/are subscribed to the within instrument and acknowledged to me that he/she/they executed
the same in his/her/their authorized capacity(ies), and that by his/her/their signatures) on the
instrument the person(s), or the entity upon behalf of which the persons) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal. *my
HAIDEE CASTRO BALUTA
Notary Public • California
San Mateo County
Commission # 2335373 Comm, Expires Oct 13, 2024 —
OPTIONAL INFORMATION
Description of Attached Document
The preceding certificate of Acknowledgment is attached to a
document titled/for the purpose of
containing pages, and dated
The signer(s) capacity or authority is/are as:
CI Individual(s)
❑ Attorney -in -fact
❑ Corporate Officer(s)
❑ Guardian/Conservator
❑ Partner - Limited/General
❑ Trustee(s)
❑ Other:
representing:
Method of Signer Identification
Proved to me on the basis of satisfactory evidence:
(= j form(s) of identification EJ credible witnesses)
Notarial event is detailed in notary journal on:
Page # Entry #
Notary contact:
Other
❑ Additional Signer ❑ Signer(s) Thumbprints(s)
Exhibit A
(Description of Sewer Improvements)
Approved Improvement Plans included with Encroachment Permit #E23-1337 on file with the City
Public Works Engineering Division.
The general limits of the work is as shown below:
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FOR INFORNATION ONLY
This document is for general informational
purposes only and shall not be distributed withmat
prior approvag/consent from City of San Bruno.
Fudhennore, we make no representation or
warranty of any kind, expressed or implied,
regarding the accuracy and completeness of the
information provided on this document.
Page 8 of 8
EXHIBIT A
SlID-Linina Limits
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