HomeMy WebLinkAbout2015-09-09 e-packet
PEOPLE OF SOUTH SAN FRANCISCO
You are invited to offer your suggestions. In order that you may know our method of conducting Council
business, we proceed as follows:
The regular meetings of the City Council are held on the second and fourth Wednesday of each month at
7:00 p.m. in the Municipal Services Building, Council Chambers, 33 Arroyo Drive, South San Francisco,
California.
The City Clerk will read successively the items of business appearing on the Agenda. As she completes
reading an item, it will be ready for Council action.
RICHARD A. GARBARINO
Mayor
MARK ADDIEGO
Vice Mayor
KARYL MATSUMOTO
Councilwoman
PRADEEP GUPTA
Councilman
LIZA NORMANDY
Councilwoman
FRANK RISSO
City Treasurer
KRISTA MARTINELLI
City Clerk
MIKE FUTRELL
City Manager
STEVEN T. MATTAS
City Attorney
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City Clerk’s Office located at City Hall. If, however, the document or writing is not distributed until the regular meeting to which it relates,
then the document or writing will be made available to the public at the location of the meeting, as listed on this agenda. The address of
City Hall is 400 Grand Avenue, South San Francisco, California 94080.
AGENDA
CITY COUNCIL
CITY OF SOUTH SAN FRANCISCO
REGULAR MEETING
MUNICIPAL SERVICES BUILDING
COUNCIL CHAMBERS
33 ARROYO DRIVE
SOUTH SAN FRANCISCO, CA
WEDNESDAY, SEPTEMBER 9, 2015
7:00 P.M.
REGULAR CITY COUNCIL MEETING SEPTEMBER 9, 2015
AGENDA PAGE 2
CALL TO ORDER
ROLL CALL
PLEDGE OF ALLEGIANCE
AGENDA REVIEW
PRESENTATIONS
Presentation by Youth Leadership Institute on Anti-Payday Lending by Zakiya Hussein.
(Mayor Garbarino)
Presentation of New Employees. (Mich Mercado, Human Resources Manager).
“National Prostate Cancer Awareness Month Proclamation” accepted by Dr. Barry Chauser.
(Councilmember Liza Normandy).
Proclamation honoring Enrico Reyes presented by Sharon Ranals, Director of Parks and
Recreation.
PUBLIC COMMENTS
For those wishing to address the City Council on any Agenda or non-agendized item, please complete a Speaker Card
located at the entrance to the Council Chamber’s and submit it to the City Clerk. Please be sure to indicate the Agenda
Item # you wish to address or the topic of your public comment. California law prevents the City Council from taking
action on any item not on the Agenda (except in emergency circumstances). Your question or problem may be referred
to staff for investigation and/or action where appropriate or the matter may be placed on a future Agenda for more
comprehensive action or a report. When your name is called, please come to the podium, state your name and address
(optional) for the Minutes. COMMENTS ARE LIMITED TO THREE (3) MINUTES PER SPEAKER. Thank you for your
cooperation.
COUNCIL COMMENTS/REQUESTS
CONSENT CALENDAR
1. Motion approving the Minutes of meetings of August 26, 2015.
2. Motion confirming payment registers for September 9, 2015.
3. Motion to waive reading and adopt an Ordinance making modifications to the South San
Francisco Zoning Code related to Signage Citywide, and an Ordinance adopting a
Development Agreement to allow for the installation of a 70 foot tall, double faced, digital
billboard on property located at 101 Terminal Court in exchange for removal of two double
sided billboards along El Camino Real, and to allow an existing double faced, static
billboard on property located at the intersection of Dubuque Avenue and Grand Avenue to
be increased by 20 Feet. (Bill Gross, Sr. Planner).
REGULAR CITY COUNCIL MEETING SEPTEMBER 9, 2015
AGENDA PAGE 3
4. Resolution authorizing the renewal of a Services Agreement with Merit Services Inc. for the
Water Quality Control Plant and Sewage Pump Station Supervisory Controls and Data
Acquisition Systems (SCADA), as well as other data gathering, including programmable
logical controllers (PLC), measuring and control equipment, and Radio Telemetry Systems
for Fiscal Year 2015-2016 in an amount not to exceed $140,000. (Brian Schumacker, Water
Quality Control Plant Superintendent).
5. Resolution rejecting all bids for the 2015 Street Rehabilitation Project. (Sam Bautista,
Principal Engineer).
6. Resolution authorizing the City Manager to execute an agreement with Integrated
Communication Systems for the replacement of City Broadcast Equipment in an amount not
to exceed $135,000. (Doug Hollis, Chief Innovation Officer).
7. Resolution awarding a Construction Contract to Interstate Grading and Paving, Inc. of South
San Francisco California for the Oyster Point Bike Lanes Project in an amount not to exceed
$197,218. (Brian McMinn, Director of Public Works).
ADMINISTRATIVE BUSINESS
8. Resolution proclaiming “No Traffick Ahead” – South San Francisco taking a stand against
Human Trafficking in the Bay area before the 2016 Super Bowl and beyond. (Jeff
Azzopardi, Chief of Police).
9. Resolution approving a purchase and Installation Services Agreement with IPS Group, Inc.
of San Diego, California, for the Smart Parking Meters, Installation, and related services
project in an amount not to exceed $176,869.55. (Dave Bockhaus, Public Works Program
Manager).
ITEMS FROM COUNCIL – COMMITTEE REPORTS AND ANNOUNCEMENTS
ADJOURNMENT
Staff Report
DATE: September 9, 2015
TO: Mayor, Vice Mayor and Councilmembers
FROM: Alex Greenwood, Director of Economic and Community Development
SUBJECT: DIGITAL BILLBOARDS - ADOPTION OF AN ORDINANCE MAKING
MODIFICATIONS TO THE SOUTH SAN FRANCISCO ZONING CODE
RELATED TO SIGNAGE CITYWIDE, AND AN ORDINANCE ADOPTING A
DEVELOPMENT AGREEMENT TO ALLOW FOR THE INSTALLATION OF
A 70 FOOT TALL, DOUBLE FACED, DIGITAL BILLBOARD ON
PROPERTY LOCATED AT 101 TERMINAL COURT IN EXCHANGE FOR
REMOVAL OF TWO DOUBLE SIDED BILLBOARDS ALONG EL CAMINO
REAL, AND TO ALLOW AN EXISTING DOUBLE FACED, STATIC
BILLBOARD ON PROPERTY LOCATED AT THE INTERSECTION OF
DUBUQUE AVENUE AND GRAND AVENUE TO BE INCREASED BY 20
FEET
Address: 101 Terminal Court (APN: 015-113-240) and the
intersection of Dubuque Avenue and Grand Avenue (APN:
872-41-261)
Owner/Applicant: Clear Channel Outdoor LLC
Case No.: P12-0021: ZA12-0001 and DA15-0001
RECOMMENDATION
It is recommended that the City Council take the following actions:
1. Waive reading and adopt an Ordinance making findings and approving Zoning
Amendment ZA12-0001 amending Chapter 20.360 “Signs”; and
2. Waive reading and adopt an Ordinance approving Development Agreement DA15-
0001.
BACKGROUND / DISCUSSION
The City Council previously waived reading and introduced the following ordinances. The
ordinances are now ready for adoption.
AN ORDINANCE MAKING MODIFICATIONS TO THE SOUTH SAN
FRANCISCO ZONING CODE RELATED TO SIGNAGE CITYWIDE
(Introduced on 8/26/2015; Vote 5 – 0)
Staff Report
Subject: Clear Channel Billboards
Date: September 9, 2015
Page 2 of 2
AN ORDINANCE ADOPTING A DEVELOPMENT
AGREEMENT TO ALLOW FOR THE INSTALLATION OF A 70
FOOT TALL, DOUBLE FACED, DIGITAL BILLBOARD ON
PROPERTY LOCATED AT 101 TERMINAL COURT IN
EXCHANGE FOR REMOVAL OF TWO DOUBLE SIDED
BILLBOARDS ALONG EL CAMINO REAL, AND TO ALLOW
AN EXISTING DOUBLE FACED, STATIC BILLBOARD ON
PROPERTY LOCATED AT THE INTERSECTION OF
DUBUQUE AVENUE AND GRAND AVENUE TO BE
INCREASED BY 20 FEET
(Introduced on 8/26/2015; Vote 5 – 0)
By: Approved:
Alex Greenwood
Director of Economic and
Community Development
Mike Futrell
City Manager
Attachments:
1. Ordinance amending SSFMC Chapter 20.360
2. Ordinance adopting a Development Agreement
Exhibit A: Development Agreement
2514735.1
Attachment 1
Ordinance amending SSFMC Chapter 20.360
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ORDINANCE NO. ________
CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO
STATE OF CALIFORNIA
AN ORDINANCE MAKING MODIFICATIONS TO THE
SOUTH SAN FRANCISCO ZONING CODE RELATED TO
SIGNAGE CITYWIDE
WHEREAS, in July of 2010, the City Council for the City of South San Francisco
(“City”) adopted a comprehensive update to the City’s zoning ordinance, which repealed the
then-existing Title 20 of the South San Francisco Municipal Code, and replaced it with an
entirely new Title 20 that, among other actions, established new zoning districts, revised and
reformatted many then-existing zoning provisions, eliminated inconsistent and outdated
provisions, and codified entirely new zoning provisions, including new land use regulations and
development standards (“Zoning Ordinance”); and,
WHEREAS, since adoption of the Zoning Ordinance in July 2010, the City has identified
areas of the Zoning Ordinance that require refinement, clarification, and/or correction, including
revisions to the City’s Chapter 20.360 regulating signs in order to provide standards to allow
digital billboards and other minor modifications; and,
WHEREAS, the Zoning Ordinance was adopted after preparation, circulation,
consideration, and adoption of an Initial Study/Negative Declaration (“IS/ND”) in accordance
with the California Environmental Quality Act, Public Resources Code Sections 21000, et seq.
(“CEQA”), which IS/ND analyzed the environmental impacts of adopting the Zoning Ordinance
and concluded that adoption of the Zoning Ordinance could not have a significant effect on the
environment because none of the impacts required to be analyzed under CEQA would exceed
established thresholds of significance; and
WHEREAS, the refinements, clarifications, and/or corrections to the Zoning Ordinance
as they relate to signage are minor in nature, the adoption of which 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 IS/ND prepared and circulated for
the Zoning Ordinance, nor do the refinements, clarifications, and/or corrections constitute a
change in the project or change in circumstances that would require additional environmental
review.
NOW, THEREFORE, BE IT ORDAINED that based on the entirety of the Record before
it, as described below, the City Council of the City of South San Francisco does hereby
ORDAIN as follows:
SECTION I. FINDINGS.
Based on the entirety of the record as described above, the City Council for the City of
South San Francisco hereby makes the following findings:
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A. General Findings.
1. The foregoing recitals are true and correct and made a part of this Ordinance.
2. The Record for these proceedings, and upon which this Ordinance is based,
includes without limitation, Federal and State law; the California Environmental Quality Act
(Public Resources Code §§ 21000, et seq. (“CEQA”)) and the CEQA Guidelines (14 California
Code of Regulations § 15000, et seq.); the South San Francisco 1999 General Plan and General
Plan Environmental Impact Report, including the 2001 updates to the General Plan and 2001
Supplemental Environmental Impact Report; the South San Francisco Municipal Code; the
Initial Study and Mitigated Negative Declaration prepared for the 101 Terminal Court Clear
Channel Billboard Project and Related Zoning Amendment, including all written comments
received; all reports, minutes, and public testimony submitted as part of the Planning
Commission's duly noticed meeting on May 7, 2015; all reports, minutes, and public testimony
submitted as part of the City Council's duly noticed meeting on July 8, 2015 which was
continued to August 26, 2015; and any other evidence (within the meaning of Public Resources
Code §21080(e) and §21082.2).
3. The documents and other material constituting the record for these proceedings
are located at the Planning Division for the City of South San Francisco, 315 Maple Avenue,
South San Francisco, CA 94080, and in the custody of the Director of Economic and Community
Development, Alex Greenwood.
B. Zoning Amendment Findings
1. The proposed zoning amendments are consistent with the adopted General Plan
because they establish regulations that balance the need of different users for adequate
identification, communication and advertising with the objectives of protecting the public and
promoting a visually attractive community. By allowing the installation of digital billboards
subject to a relocation agreement and sign permit, the proposed zoning amendments will assist
the City in removing existing static billboards from unwanted locations and replacing with
digital signage that provide more timely messaging, strengthen and promote economic
development objectives and actively market South San Francisco. The proposed text
amendments related to the regulation of digital billboards will remain consistent with the City’s
General Plan vision for community and economic development by promoting economic
development within the City, expanding the communication of community services, and
providing an additional source of revenue for the City. The proposed text amendments will not
impede achievement of any of the goals, policies, or land use designations established in the
General Plan is consistent with the General Plan, including the East of 101 Area Plan (as
proposed for amendment).
2. The proposed zoning amendments related to digital billboards would only affect
properties in non-residential districts west of and adjacent to U.S. Highway 101 and have been
designed to be appropriate for surrounding uses. The proposed standards would generally be
suitable in terms of architectural compatibility, consistency with area character, legibility,
readability, finish and visibility, and other considerations deemed relevant by the Planning
Commission and City Council because appropriate performance standards for digital billboards,
including operational limitations related to static messages, maximum lighting levels, a
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requirement for a light sensing device that adjusts the sign brightness as ambient light conditions
change, and location limitations, have been included and would be applied to projects on a case-
by-case basis to minimize visual impacts. The suitability for the potential digital billboard sites
was analyzed in the environmental document prepared for the Project.
3. The proposed zoning amendments related to digital billboards would not result in
any change of zoning districts and therefore would not be detrimental to the use of land in any
adjacent zone.
SECTION II. AMENDMENTS.
The City Council hereby amends the following sections of the South San Francisco Municipal
Code to read as follows. Sections and subsections that are not amended by this Ordinance are
not included below, and shall remain in full force and effect.
A. Amend Section 20.360.002(A) to add digital billboards as a type of sign that may be
allowed via a relocation agreement, as follows:
A. Relocation Agreements.
1. The regulatory provisions of this chapter are designed to accomplish the
purposes set forth in Section 20.360.001 (“Purpose”) with respect to all signs
reviewed and permitted pursuant to this chapter.
2. However, State law substantially limits the City’s ability to eliminate signs
legally established prior to the adoption of this chapter, thereby frustrating the
accomplishment of the purposes set forth in Section 20.360.001 (“Purpose”).
Therefore it is advantageous to utilize relocation agreements as authorized by
Business & Professions Code Section 5412 to accomplish the purposes of this
chapter with respect to such signs.
3. In order to facilitate the use of relocation agreements to accomplish the
purposes of this chapter, signs expressly permitted by relocation agreements
shall be exempt from design limitations under this chapter but shall be subject to
staff-level design review to ensure compliance with any provisions in the
relocation agreement as well as to ensure the best possible design consistent
therewith. Except as set forth in this section, signs authorized by relocation
agreements shall not be subject to any other design-related limitations not set
forth within the relocation agreement itself.
4. No relocation agreement may be approved unless the City Council determines
that it will accomplish the purposes of this chapter better than the status quo that
it replaces.
5. No relocation agreement may provide for the construction or expansion of a
sign in a Residential district or for automatic changeable copy in which copy
can be changed or altered by electric, electro-mechanical, electronic, or any
other artificial energy means, except as set forth in 20.360.002(A)(6).
6. A relocation agreement may provide for the installation of a Digital Billboard
provided that the City Council finds that all of the following are met:
a. The Digital Billboard is located in a non-residential district, adjacent to
U.S. Highway 101.
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b. Installation of the Digital Billboard, containing up to two billboard faces,
will result in a reduction of at least two billboard faces in the City for
every digital billboard face installed.
c. Installation of the Digital Billboard will advance adopted policies
contained in the General Plan, and any applicable Specific Plan or Area
Plan.
d. The Digital Billboard is operated in accordance with the operating
standards set forth in Section 20.360.006(Q).
B. Amend Sections 20.360.004(A) through (H) as follows:
20.360.004 Prohibited Signs.
The following signs shall not be permitted, erected or maintained within the City of South San
Francisco.
A. Animated, Flashing, or Moving Signs. Any sign with lights or illuminations which
flash, move, rotate, scintillate, blink, flicker, reflect, vary in intensity, vary in color, or
use intermittent electrical pulsations. A Digital Billboard when operated in
accordance with the operating standards set forth in Section 20.360.006(Q) does not
fall within this prohibition.
B. Emissions. Signs that produce noise in excess of 40 decibels and signs that emit odor
or visible smoke, vapor or particles.
C. Exposed Raceway. Exposed sign raceway is prohibited.
D. Fences Signs. Signs attached or painted on fences or freestanding walls that are not
part of a building.
E. Internally Illuminated Signs and Bare Bulbs.
F. Obstruction of Ingress and Egress or Ventilation. Signs shall not obstruct any
door, window, or fire escape. No sign shall be attached to a standpipe, gutter drain,
handicap access or fire escape. Signs shall not interfere with any opening required for
ventilation.
G. Off-Premises Signs. To the extent allowed by law, with the exception of off-
premises signs legally in existence at the time of adoption of this chapter or permitted
pursuant to a relocation agreement under Section 20.360.002(A) and a Sign Permit
under Section 20.360.009, off-premises signs are prohibited. Messages placed on
transit benches or shelters sponsored or contracted by the transit agency pursuant to
contract and with its consent are exempted from this prohibition. Legally established
off-premise signs are subject to the nonconforming sign provisions of Section
20.360.011 (“Nonconforming Signs”).
H. Pole Signs. A Pole Sign permitted pursuant to a relocation agreement under Section
20.360.002(A) and a Sign Permit under Section 20.360.009 does not fall within this
prohibition.
C. Revise Section 20.360.006 “General Standards” as follows:
20.360.006 General Standards
This section establishes general physical standards and requirements. More detailed standards
applicable to specific zoning districts are in Section 20.360.007 (“Sign Standards for Residential
Uses and Districts”) and Section 20.360.008 (“Sign Standards for Non-Residential Districts”). In
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addition to these general standards, all signs shall conform to all applicable the specifications and
standards of the Uniform Sign Code, National Electric Code, and California Building Code.
A. Materials. Signs shall be made of sturdy, durable materials. Paper, cardboard and
other materials subject to rapid deterioration shall be limited to temporary signs
displayed for no more than 90 days.
B. Clearance from Utilities. Signs and their supporting structures shall maintain
clearance from and not interfere with electrical conductors, communications
equipment or lines, surface and underground facilities and conduits for water, sewage,
gas, electricity and communications equipment or lines. Signs shall not be placed in
public utility easements unless express written permission from the affected public
utility is obtained. Signs shall maintain clearance from energized electric power lines
as prescribed by the California Public Utilities Code, the regulations of the California
Public Utilities Commission, and the orders of the California Division of Industrial
Safety, as now in force and as hereafter amended.
C. Intersection and Driveway Visibility. Notwithstanding other provisions of this
section, signs and related structures must comply with Section 20.300.017 (“Visibility
at Intersections and Driveways”).
D. Illumination. Illuminated channel letters and neon signs are allowed. However,
internally illuminated signs and bare bulbs are prohibited except with respect to
Digital Billboards as otherwise provided herein. Lighting fixtures used to illuminate
an outdoor sign shall be mounted on the top of the sign structure, unless approved
with a Minor Use Permit, and shall be shielded according to the following table. All
sign illumination shall adhere to the performance standards for lighting and glare in
Section 20.300.010 (“Performance Standards”) other than Digital Billboard
illumination, which illumination standards shall be as provided in the applicable
relocation agreement and in accordance with Section 20.360.006(Q) below.
Table 20.360.006
Requirements for Shielding and Filtering
Fixture Lamp Type Shielding Required Filtering Required
Low Pressure Sodium (1) None None
High Pressure Sodium Fully None
Metal Halide Fully Yes (4)
Fluorescent Fully (5) Yes (2)
Quartz(3) Fully None
Incandescent greater than 100W Fully None
Incandescent 100W or less None None
Mercury Vapor Not permitted
Fossil Fuel None None
Glass Tubes filled with Neon, Argon, or Krypton None None
Other Sources As approved by the Zoning Administrator.
Notes:
1. This is the preferred light source to minimize undesirable light into the night sky affecting astronomical observations.
2. Warm white natural lamps are preferred to minimize detrimental effects.
3. For the purposes of this article, quartz lamps shall not be considered an incandescent light source.
4. Most glass, acrylic, or translucent enclosures satisfy these filter requirements.
5. Outdoor signs constructed of translucent materials and wholly illuminated from within do not require shielding.
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E. Substitution of Sign Message. The owner of a permitted sign may substitute a non-
commercial message for a commercial message or a commercial message for a non-
commercial message.
F. Awning and Canopy Signs. Awning and canopy signs may be attached to or painted
on the vertical edges of awnings, canopies, arcades, or similar features or structures
Awning and canopy signs are also subject to the specific zoning district standards in
Section 20.360.007 (“Sign Standards for Residential Uses and Districts”) and Section
20.360.008 (“Sign Standards for Non-Residential Districts”) and the following
standards:
1. Sign Height. Maximum of 25 feet.
2. Sign Clearance. Minimum of eight feet.
Figure 20.360.006(G)
Awning and Canopy Signs
G. Projecting Signs. A sign may project horizontally from the exterior wall of a
building provided that such projection conforms to the specific zoning district
standards in Section 20.360.007 (“Sign Standards for Residential Uses and Districts”)
and Section 20.360.008 (“Sign Standards for Non-Residential Districts”) and the
following standards:
1. Sign Height. Maximum of 20 feet above the surface of the sidewalk or street or
no higher than the eave line or parapet wall, whichever is lower.
2. Sign Clearance. Minimum of eight feet.
3. Width. A projecting sign shall be no more than one foot thick.
4. Projection. A projecting sign cannot extend more than three feet from the
building to which it is attached and shall be designed and located so as to cause
no harm to street trees. Signs projecting into the public right-of-way are subject
to an encroachment permit.
H. Shingle Signs. Signs suspended beneath a marquee, covered walkway, or canopy in
conjunction with pedestrian walkways, are allowed, subject to the specific zoning
district standards in Section 20.360.007 (“Sign Standards for Residential Uses and
Districts”) and Section 20.360.008 (“Sign Standards for Non-Residential Districts”),
the requirements for projecting signs in subsection G above, and the following
standard:
1. Illumination. The sign may not be illuminated.
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Figure 20.360.006(I)
Shingle Signs
I. Marquee Signs. Marquee signs are subject to the specific zoning district standards in
Section 20.360.007 (“Sign Standards for Residential Uses and Districts”) and Section
20.360.008 (“Sign Standards for Non-Residential Districts”) and the following
standards:
1. Sign Height. No portion of a marquee sign shall be higher than the eave line or
parapet wall of a building.
2. Sign Clearance. Minimum of eight feet.
3. Projections. A marquee sign may extend from the building to which it is
attached subject to approval from the City Engineer. All signs that project into
the public right-of-way shall be designed and located so as to cause no harm to
street trees. Signs projecting into the public right-of-way are subject to an
encroachment permit.
4. Changeable Copy. Changeable copy may occupy up to 75 percent of the area of
a marquee sign.
J. Wall Signs. Wall signs include any sign attached to, erected against or painted upon
the wall of a building or structure, the face of which is in a single plane parallel to the
plane of the wall. Wall signs also include signs on a false or mansard roof. No wall
sign may cover wholly or partially any required wall opening. Wall signs are also
subject to the specific zoning district standards in Section 20.360.007 (“Sign
Standards for Residential Uses and Districts”) and Section 20.360.008 (“Sign
Standards for Non-Residential Districts”) and the following standards:
1. Height. Wall signs shall not be mounted or placed higher than the second story
and shall not extend higher than the building wall upon which they are attached
except on a peaked, mansard, or shed roof where the sign may be placed in such
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a manner that the highest point on the sign shall be no higher than the lowest
two-thirds of the roof height and providing that the vertical dimension of the
sign shall be no greater than one-third the vertical dimension of the roof.
2. Coverage. Wall sign copy shall not occupy more than 75 percent of the length
of the wall to which the sign is attached.
3. Projection. Wall signs cannot extend more than 12 inches beyond the face of
the wall to which they are attached.
K. Window Signs. Permanent window signs painted or otherwise adhered directly onto
a window are subject to the specific zoning district standards in Section 20.360.007
(“Sign Standards for Residential Uses and Districts”) and Section 20.360.008 (“Sign
Standards for Non-Residential Districts”) and the following standards:
1. Height. Window signs shall not be mounted or placed on windows higher than
the second story.
2. Visibility. Window signs shall allow visibility into inside of building.
L. Monument Signs. Freestanding signs erected on the ground or on a monument base
designed as an architectural unit are allowed, subject to the specific zoning district
standards in Section 20.360.007 (“Sign Standards for Residential Uses and Districts”)
and Section 20.360.008 (“Sign Standards for Non-Residential Districts”) and the
following standards:
1. Height. A maximum of 10 feet.
2. Landscape. All monument signs shall require automatic irrigated landscape at
the base equivalent to two times the area of the sign copy.
Figure 20.360.006(M)
Monument Signs
M. High-Rise Building Identification Signs. High-rise building identification signs
shall be limited to buildings of at least four stories located in the Commercial and
Employment districts.
1. Location. Signs shall be located on the upper-most story of the building.
2. Sign Type. Signs shall be composed of individual, internally illuminated
channel letters.
3. Sign Copy. Sign copy shall be limited to one.
N. Center Identification Signs. Center identification signs may be erected in all
districts, subject to the following limitations:
1. Identifiable Area. The signs must be for a development containing a minimum
of 20,000 square feet with an integrated site and design plan creating a single
unified development with one or more uses.
2. Non-Residential Districts. The maximum sign area in nonresidential districts
may be no more than one foot for each linear foot of street frontage, but in no
case shall the total sign area exceed 200 square feet. If more than one entrance
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to the lot exists, the maximum sign area permitted will be divided among the
number of entryways and signs requested.
3. Residential Districts and Subdivisions. For subdivisions and other residential
area entry signs, the maximum sign area permitted is 20 square feet. Signs shall
be mounted on a fence, wall or other similar entry feature. If more than one
entrance exists, the sign area permitted will be divided between the number of
entryways and signs requested.
4. Sign Base. The sign base is to be located within a planter box or planting area,
the design and location of which is to be approved by the Chief Planner.
5. Area Not Counted. The area of the sign shall not count towards the permissible
sign area of the individual lot.
O. Changeable Copy.
1. Changeable copy shall cover no more than 25 percent of the total sign area,
except as otherwise provided in this chapter.
2. Automatic changeable copy in which copy can be changed or altered by electric,
electro-mechanical, electronic, or any other artificial energy means is
prohibited, except for Automobile Service Station fuel pricing displays or signs
granted a Type C sign permit pursuant to the Special Circumstances Section
20.360.011.
3. Changeable copy signs shall not contain animation, rolling or running letters or
message, flashing lights or displays as part of the display.
P. Temporary Signs. Any temporary sign, banner, balloon, pennant, valance or
advertising display constructed of cloth, canvas, light fabric, cardboard, wallboard or
other light materials, with or without frames for any event of limited duration
including, but not limited to, entertainment, sporting events, elections, construction
and sales of goods, may be erected and located in accordance with the following
standards:
1. Maximum Total Temporary Sign Area.
a. Residential. Six square feet, no portion of which may be higher than seven
feet above existing grade.
b. Nonresidential. 24 square feet, no portion of which may be higher than 10
feet above existing grade.
2. Distance between Signs. Minimum two feet.
3. Time Limits. Temporary signs shall be removed within 30 days after they are
placed, erected or installed, or 15 calendar days after the conclusion of the event
to which they relate occurs, whichever is later. The Chief Planner may, for good
reason, grant an extension of up to 45 days based on the sign owner’s written
application. In no case shall a temporary sign remain in place for more than 90
days or be allowed more than twice per year. (Ord. 1445 § 2, 2011; Ord. 1432 §
2, 2010)
Q. Digital Billboards. Digital Billboards are permitted pursuant to a relocation
agreement under Section 20.360.002(A) above. Digital Billboards shall have the
following operational limitations:
1. Maximum Number of Signs and Faces. Not more than three digital billboards,
with two faces each, may be allowed within the City, and must be pursuant to
the approval of a relocation agreement under Section 20.360.002(A).
2. Operational Limitations. Digital Billboards shall contain static messages only,
and shall not contain any display with movement, or the appearance or optical
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illusion of movement during the static display period, or any part of the sign
structure, including the movement or appearance of movement. Every static
message contained on a Digital Billboard shall not include flashing or the
varying of light intensity.
3. Minimum Display Time. Each message on the Digital Billboard must be
displayed for a minimum of eight (8) seconds.
4. Face Size/Area. The maximum allowable face size for a Digital Billboard shall
be one thousand two hundred (1200) square feet, excluding any cabinetry,
framing or trim.
5. Light Level. Lighting levels will not increase by more than 0.3 foot candles
(over ambient levels) as measured using a foot candle meter at a pre-set
distance.
a. Pre-set distances to measure the foot candles impact vary with the
expected viewing distances of each size sign. Measurement distance
criteria:
Nominal Face Size Distance to be measured from
Up to 14 feet x 48 feet 250 feet
Up to 20 feet x 60 feet 350 feet
6. Light Sensor. Each display must have a light sensing device that will adjust the
brightness as ambient light conditions change.
7. Alternative Lighting Technology. The technology currently being deployed for
digital billboards is LED (light emitting diode), but there may be alternate,
preferred and superior technology available in the future. Any other technology
that operates under the maximum brightness stated in Section 20.360.006(Q)(5)
shall not require an ordinance change for approval, unless the Planning
Commission finds it in the best interest of the public to do so. The City shall
expedite any required approvals for technology that is superior in energy
efficiency over previous generations or types.
8. Malfunction. Digital Billboards shall be operated with systems and monitoring
in place to either turn the display off or show a “full black” image on the display
in the event of a malfunction.
9. Emergency Information. Owners of Digital Billboards are encouraged to
coordinate with law enforcement and emergency management authorities to
display, when appropriate, regional emergency information important to the
traveling public including, but not limited to Amber Alerts or emergency
management information.
10. Location. Digital Billboards shall only be permitted in a non-residential district
south of Sister Cities Boulevard and north of the City’s southern boundary,
adjacent to U.S. Highway 101, and shall not be permitted on San Bruno
Mountain or on the east side of U.S. Highway 101.
D. Revise Section 20.360.008 “Sign Standards for Non-Residential Districts” as follows:
20.360.008 Sign Standards for Non-Residential Districts
Signage in nonresidential districts shall comply with the standards in Table 20.360.008.
All properties in nonresidential districts shall be allowed a minimum sign area of 25 square feet.
Digital Billboards are exempt from this section, and are governed by Section 20.360.006(Q)
Digital Billboards. Further, Off-Premises signs permitted pursuant to a relocation agreement
11
under Section 20.360.002(A) and a Master Sign Program under Section 20.360.009 are exempt
from this section.
E. Amend Section 20.360.009(D) to clarify that a change of copy or face change on a
digital billboard is not subject to a Sign Permit, as follows:
D. Sign Permit Required. Except for certain signs exempted in compliance with
Section 20.360.002 (“Applicability and Exemptions”), no sign shall be erected, re-
erected, constructed or altered (including change of copy or face change excluding
Digital Billboards approved subject to Section 20.360.002(A)(6)), except as provided
by this section, unless a Sign Permit has been issued by the Chief Planner and a
building permit issued by the Building Division.
F. Amend Section 20.360.012(A) to clarify that nonconforming signs may be altered if
authorized under a relocation agreement, as follows:
A. No nonconforming sign shall be altered, enlarged, relocated, and/or reconstructed,
except in such manner as to comply with the requirements of this Ordinance or as
authorized under a Relocation Agreement per Section 20.360.002(A). A
nonconforming sign may be maintained or its text changed without affecting its
nonconforming status.
G. Amend Section 20.360.015 Definitions to include new Section 20.360.015(J) Digital
Billboard as follows, and renumber existing Sections 20.360.015(J) through
20.360.015(MM) accordingly.
J. Digital Billboard. An off-site sign utilizing digital message technology, capable of
changing the static message or copy on the sign electronically. A Digital Billboard is
distinct from, and shall not constitute an Animated Sign or Changeable Copy Sign in
the context of this chapter.
SECTION III. SEVERABILITY.
If any provision of this Ordinance or the application thereof to any person or
circumstance is held invalid or unconstitutional, the remainder of this Ordinance, including the
application of such part or provision to other persons or circumstances shall not be affected
thereby and shall continue in full force and effect. To this end, provisions of this Ordinance are
severable. The City Council of the City of South San Francisco hereby declares that it would
have passed each section, subsection, subdivision, paragraph, sentence, clause, or phrase hereof
irrespective of the fact that any one or more sections, subsections, subdivisions, paragraphs,
sentences, clauses, or phrases be held unconstitutional, invalid, or unenforceable.
SECTION IV. PUBLICATION AND EFFECTIVE DATE.
Pursuant to the provisions of Government Code Section 36933, a summary of this
Ordinance shall be prepared by the City Attorney. At least five (5) days prior to the Council
12
meeting at which this Ordinance is scheduled to be adopted, the City Clerk shall (1) publish the
Summary, and (2) post in the City Clerk’s Office a certified copy of this Ordinance. Within
fifteen (15) days after the adoption of this Ordinance, the City Clerk shall (1) publish the
summary, and (2) post in the City Clerk ’s Office a certified copy of the full text of this
Ordinance along with the names of those City Council members voting for and against this
Ordinance or otherwise voting. This Ordinance shall become effective thirty (30) days from and
after its adoption.
** ** ** *
Introduced at a regular meeting of the City Council of the City of South San Francisco,
held the 26th day of August, 2015.
Adopted as an Ordinance of the City of South San Francisco at a regular meeting of the
City Council held the 9th day of September, 2015 by the following vote:
AYES:_______________________________________________________________________
NOES:_______________________________________________________________________
ABSTENTIONS:_______________________________________________________________
ABSENT:_____________________________________________________________________
Attest:__________________________________
Krista Martinelli, City Clerk
As Mayor of the City of South San Francisco, I do hereby approve the foregoing
Ordinance this 9th day of September, 2015.
Mayor
2514682.1
13
Attachment 2
Ordinance adopting a Development Agreement
Exhibit A: Development Agreement
14
ORDINANCE NO. ________
CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO
STATE OF CALIFORNIA
AN ORDINANCE ADOPTING A DEVELOPMENT
AGREEMENT TO ALLOW FOR THE INSTALLATION OF A
70 FOOT TALL, DOUBLE FACED, DIGITAL BILLBOARD
ON PROPERTY LOCATED AT 101 TERMINAL COURT IN
EXCHANGE FOR REMOVAL OF TWO DOUBLE SIDED
BILLBOARDS ALONG EL CAMINO REAL, AND TO
ALLOW AN EXISTING DOUBLE FACED, STATIC
BILLBOARD ON PROPERTY LOCATED AT THE
INTERSECTION OF DUBUQUE AVENUE AND GRAND
AVENUE TO BE INCREASED BY 20 FEET
WHEREAS, Clear Channel (“Applicant”) owns or has a legal equitable interest in a
property located at 101 Terminal Court (APN 015-113-160) (“Terminal Property”) and a
property located at the intersection of Dubuque Avenue and Grand Avenue (APN 872-41-261)
(“Union Pacific Property”); and,
WHEREAS, Applicant has submitted a development proposal to construct, operate and
maintain an off-premise digital message center display (“Digital Billboard”) at the Terminal
Property (“Terminal Project”), and to increase the height of an existing static billboard (“Existing
Billboard”) by twenty (20) feet at the Union Pacific Property (“Union Pacific Project”); and,
WHEREAS, the Terminal Project and Union Pacific Project may be collectively referred
to herein as (“Project”); and,
WHEREAS, Applicant seeks approval of an Area Plan Amendment, a Zoning Text
Amendment, Relocation Agreement, Amendment to an existing Relocation Agreement, Sign
Permit, and Design Review; and,
WHEREAS, as part of its application, the Applicant has sought approval of a
Development Agreement, which would clarify and obligate several project features and
mitigation measures, including payment of existing fees (such as customary permit fees), and
certain future fees (including any applicable gross receipts business license tax in the event the
City enacts such a tax); and
WHEREAS, approval of the Applicant’s proposal is considered a “project” for purposes
of the California Environmental Quality Act, Pub. Resources Code, §§ 21000, et seq. (“CEQA”);
and,
WHEREAS, by separate Resolution, the City Council reviewed and carefully considered
the information in the Initial Study/Mitigated Negative Declaration (“IS/MND”), and adopts the
IS/MND as an objective and accurate document that reflects the independent judgment and
analysis of the City in the discussion of the Project’s environmental impacts; and,
WHEREAS, WHEREAS, on May 7, 2015 the Planning Commission for the City of
South San Francisco held a lawfully noticed public hearing to solicit public comment and
15
consider the Initial Study/Mitigated Negative Declaration (“IS/MND”) and the proposed
entitlements, take public testimony, at the conclusion of which, the Planning Commission
recommended that the City Council adopt the IS/MND and approve the project, including the
Development Agreement; and,
WHEREAS, the City Council held a duly noticed public hearing on July 8, 2015 which
was continued to August 26, 2015 to consider the Project entitlements and Development
Agreement, and take public testimony.
NOW, THEREFORE, the City Council of the City of South San Francisco does hereby
ordain as follows:
SECTION 1. Findings.
That based on the entirety of the record before it, which includes without limitation, the
California Environmental Quality Act, Public Resources Code §21000, et seq. (“CEQA”) and the
CEQA Guidelines, 14 California Code of Regulations §15000, et seq.; the South San Francisco
General Plan and General Plan EIR; the South San Francisco Municipal Code; the Project
applications; the Terminal Project Plans, as prepared by Vincent Kevin Kelly & Assoc., Inc.,
dated March 4, 2015; the Union Pacific Project Plans, as prepared by Vincent Kevin Kelly &
Assoc., Inc., dated June 23, 2015; the Clear Channel Billboard Project and Related Zoning
Amendment Initial Study/Mitigated Negative Declaration, including all appendices thereto; all
site plans, and all reports, minutes, and public testimony submitted as part of the Planning
Commission’s duly noticed May 7, 2015 meeting, and Planning Commission deliberations; all
site plans, and all reports, minutes, and public testimony submitted as part of the City Council’s
duly noticed July 8, 2015 meeting which was continued to August 26, 2015, and City Council
deliberations; 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:
A. The foregoing Recitals are true and correct and made a part of this Ordinance.
B. The proposed Development Agreement (attached as Exhibit A), is incorporated
by reference and made a part of this Ordinance, as if set forth fully herein.
C. 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.
D. The Owner and City have negotiated a Development Agreement pursuant to
Government Code section 65864 et seq. The Development Agreement, attached hereto as
Exhibit F, sets for the duration, property, project criteria, and other required information
identified in Government Code section 65865.2. Based on the findings in support of the Project,
the City Council finds that the Development Agreement, vesting a project for a new digital
billboard and a renovation to an existing static billboard, is consistent with the objectives,
policies, general land uses and programs specified in the South San Francisco General Plan, the
East of 101 Area Plan as proposed for amendment, and any applicable zoning regulations.
E. The City Council has independently reviewed the proposed Development
Agreement, the General Plan, the South San Francisco Municipal Code, and applicable state and
federal law, including Government Code section 65864, et seq., and has determined that the
proposed Development Agreement complies with all applicable zoning, subdivision, and
16
building regulations and with the General Plan. The development contemplated in the Project
and Development Agreement is consistent with the Zoning and Specific Plan standards, as
proposed for amendment. This finding is based upon all evidence in the Record as a whole,
including, but not limited to: the City Council’s independent review of these documents, oral and
written evidence submitted at the public hearings on the Project, including advice and
recommendations from City staff.
F. The proposed Development Agreement for the Project states its specific duration.
This finding is based upon all evidence in the Record as a whole, including, but not limited to:
the City Council’s independent review of the proposed Development Agreement and its
determination that Section 2 of the Development Agreement states that the Development
Agreement shall expire thirty (30) years from the effective date of this Ordinance.
G. The proposed Development Agreement incorporates the permitted uses, density
and intensity of use for the property subject thereto, as reflected in the proposed Project (P12-
0021), Area Plan Amendments (GPA15-0002), Zoning Text Amendment (ZA12-0001), Design
Review (DR12-0008), Sign Permit (SIGNS12-0013) Development Agreement (DA15-0001),
Terminal Project Relocation Agreement and Union Pacific Project Relocation Agreement
Amendment. This finding is based upon all evidence in the Record as a whole, including, but not
limited to, the City Council’s independent review of the proposed Development Agreement and
its determination that the Development Agreement sets forth the Project approvals, development
standards, and the documents constituting the Project.
H. The proposed Development Agreement states the maximum permitted height and
size of proposed sign structures on the property subject thereto. This finding is based upon all
evidence in the Record as a whole, including, but not limited to, the City Council’s independent
review of the proposed Development Agreement and its determination that the Development
Agreement sets forth the documents which state the maximum permitted height and size of sign
structures.
I. The proposed Development Agreement states specific provisions for reservation
or dedication of land for public purposes. This finding is based on all evidence in the Record as a
whole, including, but not limited to the City Council’s independent review of the Development
Agreement.
SECTION 2. Approval of Development Agreement.
A. The City Council of the City of South San Francisco hereby approves the
Development Agreement with Clear Channel attached hereto as Exhibit A and incorporated
herein by reference.
B. The City Council further authorizes the City Manager to execute the Development
Agreement, on behalf of the City, in substantially the form attached as Exhibit A, and to make
revisions to such Agreement, subject to the approval of the City Attorney, which do not
materially or substantially increase the City’s obligations thereunder.
SECTION 3. Severability.
If any provision of this Ordinance or the application thereof to any person or
circumstance is held invalid or unconstitutional, the remainder of this Ordinance, including the
application of such part or provision to other persons or circumstances shall not be affected
17
thereby and shall continue in full force and effect. To this end, provisions of this Ordinance are
severable. The City Council of the City of South San Francisco hereby declares that it would
have passed each section, subsection, subdivision, paragraph, sentence, clause, or phrase hereof
irrespective of the fact that any one or more sections, subsections, subdivisions, paragraphs,
sentences, clauses, or phrases be held unconstitutional, invalid, or unenforceable.
SECTION 4. Publication and Effective Date.
Pursuant to the provisions of Government Code Section 36933, a summary of this
Ordinance shall be prepared by the City Attorney. At least five (5) days prior to the Council
meeting at which this Ordinance is scheduled to be adopted, the City Clerk shall (1) publish the
Summary, and (2) post in the City Clerk’s Office a certified copy of this Ordinance. Within
fifteen (15) days after the adoption of this Ordinance, the City Clerk shall (1) publish the
summary, and (2) post in the City Clerk’s Office a certified copy of the full text of this
Ordinance along with the names of those City Council members voting for and against this
Ordinance or otherwise voting. This Ordinance shall become effective thirty (30) days from and
after its adoption.
* * * * * *
Introduced at a regular meeting of the City Council of the City of South San Francisco, held the
26th day of August, 2015.
Adopted as an Ordinance of the City of South San Francisco at a regular meeting of the City
Council held the 9th day of September, 2015, by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST:
City Clerk
As Mayor of the City of South San Francisco, I do hereby approve the foregoing Ordinance this
9th day of September, 2015.
Mayor
18
Exhibit A
Development Agreement
2514732.1
19
Recording Requested By:
CITY OF SOUTH SAN FRANCISCO
When Recorded Mail To:
CITY OF SOUTH SAN FRANCISCO
400 Grand Avenue
South San Francisco, CA 94083
Attn: City Clerk
Mail Tax Statements To:
Clear Channel Outdoor, Inc.
2325 East Camelback Road, Suite 400
Phoenix, AZ 85016
Attn: General Counsel
(Space above this line for Recorder’s use)
This instrument is exempt from recording fees pursuant to Government Code Sec. 27383.
Documentary Transfer Tax is $ 0.00 (exempt per Rev. & Taxation Code Sec. 11922, Transfer to
Municipality).
DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF SOUTH SAN FRANCISCO
AND
CLEAR CHANNEL OUTDOOR, INC.
FOR
CLEAR CHANNEL DIGITAL BILLBOARD
20
DEVELOPMENT AGREEMENT
This DEVELOPMENT AGREEMENT is dated as of _______________, 2015
(“Agreement”) and is entered into between: (i) CLEAR CHANNEL OUTDOOR, INC., a
Delaware corporation (“Clear Channel”) and (ii) the CITY OF SOUTH SAN FRANCISCO, a
municipal corporation organized and existing under the laws of the State of California (the
“City”). Clear Channel and the City are sometimes collectively referred to herein as “Parties.”
R E C I T A L S
A. WHEREAS, California Government Code (“Government Code”) Sections 65864
through 65869.5 authorize the City to enter into binding development agreements with
persons having legal or equitable interests in real property for the development of such
property or on behalf of those persons having same; and,
B. WHEREAS, pursuant to Government Code Section 65865, the City has adopted rules and
regulations, embodied in Chapter 19.60 of the South San Francisco Municipal Code
(“Municipal Code”), establishing procedures and requirements for adoption and
execution of development agreements; and,
C. WHEREAS, this Agreement concerns two properties: (1) a property located at 101
Terminal Court (APN 015-113-160) (“Terminal Property”) as identified and more fully
described in attached Exhibit A; and (2) a property located at the intersection of Dubuque
Avenue and Grand Avenue (APN 872-41-261) (“Union Pacific Property”) as identified
and more fully described in attached Exhibit B, such properties may be collectively
referred to herein as (“Properties”); and,
D. WHEREAS, Clear Channel has a legal or equitable interest in the Terminal Property and
has a legal or equitable interest in the Union Pacific Property; and,
E. WHEREAS, Clear Channel has submitted a development proposal to the City, including
requests for various amendments to the City’s Zoning Code (the “Zoning Code
Amendment”) that would permit Clear Channel to construct, operate and maintain an
off-premise digital message center display (“Digital Billboard”), the specifications of
which are set forth in Exhibit C, at the Terminal Property (“Terminal Project”); and,
F. WHEREAS, the development proposal to the City also includes a request for
amendments to the City’s General Plan (the “General Plan Amendment”), that would
permit Clear Channel to increase the height of the existing static billboard (“Existing
Billboard”) by twenty (20) feet, the specifications of which are set forth in Exhibit D, at
the Union Pacific Property (“Union Pacific Project”); and,
21
G. WHEREAS, the project located at the Terminal Property and the project located at the
Union Pacific Property may be collectively referred to herein as the “Projects” or the
“Billboard Project”; and,
H. WHEREAS, Clear Channel will enter into a separate relocation agreement with the City
(“Relocation Agreement”) for the removal/relocation of existing billboards, which is
identified in Exhibit E; and,
I. WHEREAS, The City and Clear Channel agree and acknowledge that the outdoor
advertising sign relocation contemplated by the Terminal Project complies with, and
serves the purposes enumerated in, Business & Professions Code sections 5200 et seq.
(the “California Outdoor Advertising Act”), including, but not limited to, Sections 5412
and 5443.5 thereof; and,
J. WHEREAS, the Terminal Project is contingent upon approvals from the California
Department of Transportation (“CalTrans”); and,
K. WHEREAS, Clear Channel will enter into an amendment to its existing relocation
agreement with the City regarding the Union Pacific Property in accordance with Section
5443 of the Outdoor Advertising Act; (the “Amendment”); and,
L. WHEREAS, the Union Pacific Project is contingent upon approvals from the California
Department of Transportation (“CalTrans”); and,
M. WHEREAS, Clear Channel and the City seek to enter into this Agreement to set forth the
rights and obligations of the Parties relating to the development of the Properties; and,
N. WHEREAS, all proceedings necessary for the valid adoption and execution of this
Agreement have taken place in accordance with Government Code Sections 65864
through 65869.5, the California Environmental Quality Act (“CEQA”), and Chapter
19.60 of the Municipal Code; and,
O. WHEREAS, the City Council and the Planning Commission have found that this
Agreement is consistent with the objectives, policies, general land uses and programs
specified in the South San Francisco General Plan as adopted on October 13, 1999 and as
amended from time-to-time; and,
P. WHEREAS, on _______________, 2015, the City Council adopted Ordinance No.
_______________ approving and adopting this Agreement and the Ordinance thereafter
took effect on _______________, 2015.
22
A G R E E M E N T
NOW, THEREFORE, the Parties, pursuant to the authority contained in Government
Code Sections 65864 through 65869.5 and Chapter 19.60 of the Municipal Code and in
consideration of the mutual covenants and agreements contained herein, agree as follows:
1. Effective Date
Pursuant to Section 19.60.140 of the Municipal Code, notwithstanding the fact that the
City Council adopts an ordinance approving this Agreement, this Agreement shall be
effective and shall only create obligations for the Parties from and after the date that the
ordinance approving this Agreement takes effect (the “Effective Date”).
2. Duration
This Agreement shall be in effect for an initial term, commencing on the Effective Date
and ending on the date which is thirty (30) years after the Commencement Date (as
hereinafter defined). The “Commencement Date” is the first day of the month following
the date on which all of the following have occurred: (a) this Agreement is fully
executed and effective; (b) the Relocation Agreement is fully executed and effective;
(c) the Amendment is effective; (d) the Zoning Ordinance Amendment is effective; (e)
the General Plan Amendment is effective; (f) Clear Channel has obtained all local and
state governmental permits and approvals and any other required permits and approvals
for both Projects, including but not limited to the Terminal Project Approvals as
defined in Section 3(a) below, and the Union Pacific Project Approvals, as defined in
Section 4(a) below (collectively, “Permits”); and (g) the Digital Billboard is fully
operational with a permanent power supply. This Agreement may be terminated by
Clear Channel with respect to either the Terminal Project or the Union Pacific Project,
individually if the following occurs: (1) Clear Channel loses its legal or equitable interest
in the respective Property, (2) Clear Channel is unable to obtain or maintain any required
Permit for the respective Project, (3) a legal challenge, or (4) a significant obstruction of
a display occurs due to a circumstance beyond Clear Channel’s control. In the event of
such termination with respect to either Project, this Agreement shall continue in full force
and effect with respect to the other Project. In the event of the occurrence of any of the
forgoing events prior to the Commencement Date, Clear Channel may terminate this
Agreement with respect to the affected Project, and the Commencement Date shall be the
date all of the requirements with respect to the unaffected Project have been satisfied.
3. Project Description for Terminal Project; Development Standards for Terminal Project
The Terminal Project shall consist of the construction, operation and maintenance of the
Digital Billboard the specifications of which are set forth in Exhibit C, and shall be
located at Terminal Property.
23
(a) The permitted use, the maximum height, location, and total area of the Digital
Billboard, and all environmental impact mitigation measures imposed as approval
conditions for the Project shall be exclusively those provided in Sign Permit No.
SIGNS12-0013, Design Review No. DR12-0008, Zoning Amendment No. ZA12-
0001, General Plan Amendment No. GPA15-0002 and Negative Declaration No.
ND12-0002 all as set forth in Exhibit G to this Agreement, and the applicable
ordinances in effect as of the Effective Date (including, but not limited to, the
applicable provisions of the Municipal Code in effect as of the Effective Date),
except as modified in this Agreement (hereafter “Terminal Project Approvals”).
(b) Subject to Clear Channel’s fulfillment of its obligations under this Agreement and
the Relocation Agreement being effective, upon the Effective Date of this
Agreement, the City hereby grants to Clear Channel a vested right to develop and
construct on the Terminal Property all the improvements for the Terminal Project
authorized by, and in accordance with the Terminal Project Approvals and the
terms of this Agreement.
(c) Except as authorized by this Agreement, upon such grant of right, no future
amendments to the City’s General Plan, the City Zoning Code, the Municipal
Code, or other City ordinances, policies or regulations in effect as of the Effective
Date shall apply to the Terminal Project, except such existing ordinances, policies
or regulations and such future modifications (if any) that are not in conflict with
and do not prevent or materially inhibit the development or operation of the
Terminal Project; provided, however, that nothing in this Agreement shall prevent
or preclude the City from adopting any land use regulations or amendments
expressly permitted herein or otherwise required by State or Federal Law.
(d) In developing the Terminal Project, Clear Channel shall implement the mitigation
measures set forth in the Mitigation Monitoring and Reporting Program (the
“MMRP”) attached hereto as part of Exhibit F and incorporated herein by this
reference, which MMRP was approved concurrently with the approval of this
Agreement for the Project.
4. Project Description for Union Pacific Project; Development Standards for Union Pacific
Project
The Union Pacific Project shall consist of increasing the Existing Billboard height by
twenty feet (20’), the specifications of which are set forth in Exhibit D, at the Union
Pacific Property. The height increase is necessary to create clear visibility of the north
face of the Existing Billboard.
(a) The permitted use, the maximum height, and all environmental impact mitigation
measures imposed as approval conditions for the Union Pacific Project shall be
exclusively those provided in Sign Permit No. SIGNS12-0013, Design Review
24
No. DR12-0008, Zoning Amendment No. ZA12-0001, General Plan Amendment
No. GPA15-0002 and Categorical Exemption No. ND12-0002 all as set forth in
Exhibit G to this Agreement, and the applicable ordinances in effect as of the
Effective Date (including, but not limited to, the applicable provisions of the
Municipal Code in effect as of the Effective Date), except as modified in this
Agreement (hereafter “Union Pacific Project Approvals”).
(b) Subject to Clear Channel’s fulfillment of its obligations under this Agreement the
Relocation Agreement being effective, upon the Effective Date of this Agreement,
the City hereby grants to Clear Channel a vested right to increase the height of the
Existing Billboard at the Union Pacific Property and complete all the
improvements for the Union Pacific Project authorized by, and in accordance with
the Union Pacific Project Approvals and the terms of this Agreement.
(c) Except as authorized by this Agreement, upon such grant of right, no future
amendments to the City General Plan, the City Zoning Code, the Municipal Code,
or other City ordinances, policies or regulations in effect as of the Effective Date
shall apply to the Union Pacific Project, except such existing ordinances, policies
or regulations and future modifications (if any) that are not in conflict with and do
not prevent or materially inhibit the development or operation of the Union
Pacific Project; provided, however, that nothing in this Agreement shall prevent
or preclude the City from adopting any land use regulations or amendments
expressly permitted herein or otherwise required by State or Federal Law.
5 Building Permits for Projects
City staff review of applications for building permits shall be limited to determining
whether the following conditions are met:
(a) Clear Channel has complied with the conditions of the City Council’s approval of
the Terminal Project and the Union Pacific Project, all applicable portions of this
Agreement, the Relocation Agreement, the Amendment, the respective Caltrans
approvals, all applicable Uniform Codes, the Municipal Code, CEQA
requirements (including any required mitigation measures as set forth in the
IS/MND or MMRP, as modified and/or clarified pursuant to this Agreement
where applicable) applicable to the issuance of such permits, and any other
applicable Federal and State Laws; and,
(b) All applicable processing, administrative and legal fees have been paid subject to
the provisions of this Agreement; and,
(c) Clear Channel has demonstrated through proper documentation that it has proper
and sufficient legal and/or equitable interests in the Properties to effectuate the
Projects in accordance with the terms of this Agreement.
25
6 Vesting of Approvals
Except as provided in this Agreement, upon the City’s approval of the Projects, including
(without limitation) its approval of both the Terminal Project Approvals and the Union
Pacific Project Approvals and this Agreement, such approvals and the land use
entitlements conferred by such approvals shall vest in Clear Channel and its successors
and assigns for the term of this Agreement, provided that any such successors and assigns
comply with the terms and conditions of this Agreement.
7. Cooperation between Parties in Implementation of This Agreement
It is the Parties’ express intent to cooperate with one another and diligently work to
implement all land use and building approvals for development of the Projects in
accordance with the terms of this Agreement. Accordingly, Clear Channel and the City
shall proceed in a reasonable and timely manner, in compliance with the deadlines
mandated by applicable agreements, statutes or ordinances, to complete all steps
necessary for implementation of this Agreement and development of the Projects in
accordance with the terms of this Agreement. The City shall proceed, and shall cause its
planners, engineers and other consultants to proceed, in an expeditious manner to
complete all City actions required for the approval and development of the Projects,
including, but not limited to, the following:
(a) Scheduling all required public hearings by the City Council and City Planning
Commission; and
(b) Processing and checking all maps, plans, permits, building plans and
specifications and other plans relating to development and/or improvement of the
Properties filed by Clear Channel or its nominee, successor or assign as necessary
for development of the Projects; and
(c) Inspecting and providing acceptance of or comments on all work by Clear
Channel that requires acceptance or approval by the City.
Clear Channel shall provide or submit, and shall cause its planners, engineers and other
consultants to provide or submit, to the City in a timely manner all documents,
applications, plans and other information necessary for the City to carry out its
obligations hereunder. Clear Channel shall make a deposit as determined by the City and
shall pay all of the City’s staff, legal and consultants costs incurred in implementing this
section.
8. Fees and Taxes
(a) Clear Channel shall pay customary permit fees and any applicable gross receipts
business license tax, in the event the City enacts such a tax. No additional fees,
mitigations, conditions, exactions, dedications, fees or otherwise, whether adopted
26
through the exercise of police power, the taxing power or any other authority,
shall be imposed by the City with respect to the construction, operation or
maintenance of the Digital Billboard or the height increase at the Existing
Billboard except as provided for herein. Notwithstanding anything to the contrary,
no fee or permit shall be required for any change of copy in connection with the
Digital Billboard.
(b) For and in consideration of the mutual rights and responsibilities provided in this
Agreement, as long as Clear Channel operates such Digital Billboard faces, Clear
Channel agrees to pay the City the annual amount of forty thousand dollars
($40,000) per Digital Billboard face per year (“Terminal Annual Payment”),
payable on the first day of the month following the Commencement Date and on
the anniversary of such date each succeeding year. At the conclusion of the first
five (5) years of the Terminal Annual Payment, the Terminal Annual Payment
will increase by 15% and will continue to increase by 15% every five (5) years
until the expiration of this Agreement. If the City ever adopts a gross receipts tax,
Clear Channel’s annual payment of such gross receipts tax shall be deducted from
this Terminal Annual Payment obligation. In the event Clear Channel’s annual
payment of the City’s gross receipts tax is less than Terminal Annual Payment,
Clear Channel shall pay the remainder to the City, resulting in an annual payment
to the City of not less than the Terminal Annual Payment for the Digital Billboard
as illustrated below:
If the Terminal Annual Payment equals $80,000 and the gross receipts tax
obligation equals $20,000, Clear Channel will pay the City $20,000 for the gross
receipts tax obligation and $60,000 for the Terminal Annual Payment obligation
for a total payment of $80,000.
In the event Clear Channel ceases to operate a Digital Billboard face due to (1)
the loss of Clear Channel’s legal or equitable interest in the Terminal Property, (2)
the failure to obtain or maintain any required Permit for the Digital Billboard or
the Terminal Project, (3) a legal challenge or (4) a significant obstruction of
Digital Billboard face occurs which is beyond Clear Channel’s control, the
Terminal Annual Payment for such face shall cease and no further amounts shall
be due or payable by Clear Channel to the City with respect to such face after
such date under this Section 8(b). In the event Clear Channel elects in its sole
discretion under the Relocation Agreement to to replace a Digital Face on the
Digital Billboard with a static billboard face beyond those four reasons
enumerated above, Clear Channel’s obligation to pay the full Terminal Annual
Payment ($80,000 per year) shall continue.
(c) For and in consideration of the mutual rights and responsibilities provided in this
Agreement , as long as Clear Channel continues to operate the Existing Billboard,
Clear Channel agrees to pay the City the annual amount of sixty thousand dollars
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($60,000.00) per year (“Union Pacific Annual Payment”), payable on the first day
of the month following completion of reconstruction of the Existing Billboard
and final inspection approval by the City of the reconstructed Existing Billboard
and on the anniversary of such date each succeeding year. At the conclusion of
the first five (5) years of the Union Pacific Annual Payment, the Union Pacific
Annual Payment will increase by 15% and will continue to increase by 15% every
five (5) years until the expiration of this Agreement. If the City ever adopts a
gross receipts tax, Clear Channel’s annual payment of such gross receipts tax
shall be deducted from this Union Pacific Annual Payment obligation. In the
event Clear Channel’s annual payment of the City’s gross receipts tax is less than
the Union Pacific Annual Payment, Clear Channel shall pay the remainder to the
City, resulting in an annual payment to the City of not less than the Union Pacific
Annual Payment for the Existing Billboard as illustrated below:
If the Union Pacific Annual Payment is $60,000 and the gross receipts tax
obligation is $10,000, Clear Channel will pay the City $10,000 for the gross
receipts tax obligation and $50,000 for the Union Pacific Annual Payment
obligation for a total payment of $60,000.
In the event Clear Channel ceases to operate the Existing Billboard due to (1) the
loss of Clear Channel’s legal or equitable interest in the Union Pacific Property,
(2) the failure to obtain or maintain any required Permit for the Existing Billboard
or the Union Pacific Project, (3) a legal challenge or (4) a significant obstruction
of the Union Pacific Project occurs which is beyond Clear Channel’s control,
following removal or restoration of the Existing Billboard to its prior condition,
the Union Pacific Annual Payment shall cease and no further amounts shall be
due or payable by Clear Channel to the City with respect to such Existing
Billboard after such date under this Section 8(c).
(d) For and in consideration of the mutual rights and responsibilities provided in this
Agreement, Clear Channel agrees to reimburse the City up to two hundred and
fifty thousand dollars ($250,000) for the actual costs incurred by the City with
respect to design and construction of City gateway sign(s) as set forth in the
City’s Gateway Master Plan attached as Exhibit H hereto. Clear Channel shall
reimburse the City up to the foregoing amount upon receipt of a written invoice
from the City after installation of the City gateway sign(s), and after the
Commencement Date.
9. Additional Conditions
(a) Community Service Messages. Clear Channel will provide the City with free
display time on the Digital Billboard for advertising the City, City-sponsored
events, or other public service announcements as more fully described in the
Relocation Agreement.
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(b) City Branding. The architecture of the Digital Billboard will be constructed
substantially in conformance with the design depicted in attached Exhibit C.
(c) City Sign Regulations. Both the Digital Billboard and Existing Billboard will be
consistent with City ordinances and regulations governing outdoor signs in all
respects, except in relation to the exceptions articulated in this Agreement.
10. Indemnity
(a) Clear Channel agrees to indemnify, defend (with counsel reasonably approved by
the City) and hold harmless the City and its elected and appointed councils,
boards, commissions, officers, agents, employees and representatives
(collectively, the “City Indemnitees”) from any and all claims, costs (including
reasonable legal fees and costs) and liability for any personal injury, death or
property damage (collectively, “Claims”) which arise directly or indirectly as a
result of any actions or inactions by Clear Channel, or any actions or inactions of
Clear Channel’s contractors, subcontractors, agents or employees, in connection
with the construction, improvement, operation or maintenance of the Projects,
provided that Clear Channel shall have no indemnification obligation with respect
to any such Claims (i) to the extent such Claims are solely attributable to the gross
negligence or willful misconduct of any City Indemnitee, or (ii) to the extent
arising out of or in connection with the maintenance, use or condition of any
public improvement after the time it has been dedicated to and accepted by the
City or another public entity (except as otherwise provided in an improvement
agreement or maintenance bond, if applicable).
(b) The Parties’ obligations under this Section 10 shall survive the expiration or
earlier termination of this Agreement and shall be independent of any other
applicable indemnity agreements.
11. Assignment
(a) Right to Assign. Clear Channel may at any time or from time to time transfer its
right, title or interest in or to all or any portion of the Properties. In accordance
with Government Code Section 65868.5, with respect to either the Terminal
Property or the Union Pacific Property, the burdens of this Agreement shall be
binding upon, and the benefits of this Agreement shall inure to, all successors in
interest to Clear Channel as owners of all or any portion of Clear Channel’s
interest in the respective Property. As a condition precedent to any such transfer,
Clear Channel shall require the transferee to acknowledge in writing that
transferee has been informed, understands and agrees that the burdens and
benefits under this Agreement relating to such transferred property shall be
binding upon and inure to the benefit of the transferee.
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(b) Notice of Assignment or Transfer. No transfer, sale or assignment of Clear
Channel’s rights, interests and obligations under this Agreement with respect to
either the Terminal Property or the Union Pacific Property shall occur without
prior written notice to the City and approval by the City Manager, which approval
shall not be unreasonably withheld, conditioned or delayed. The City Manager
shall consider and decide the matter within ten (10) days after receipt of Clear
Channel’s notice, provided all reasonably necessary documents, certifications and
other information are provided to the City Manager.
(c) Exception for Notice. Notwithstanding Section 10(b), Clear Channel may at any
time, upon notice to the City but without the necessity of any approval by the
City, transfer the Properties or any part thereof and all or any part of Clear
Channel’s rights, interests and obligations under this Agreement to: (i) any
subsidiary, affiliate, parent or other entity which controls, is controlled by or is
under common control with Clear Channel, (ii) any member or partner of Clear
Channel or any subsidiary, parent or affiliate of any such member or partner, or
(iii) any successor or successors to Clear Channel by merger, acquisition,
consolidation, non-bankruptcy reorganization or government action. As used in
this subsection, “control” shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of management or policies, whether through
the ownership of voting securities, partnership interest, contracts (other than those
that transfer Clear Channel’s interest in the Property to a third party not
specifically identified in this subsection) or otherwise.
(d) Release upon Transfer. Upon the transfer, sale or assignment of all of Clear
Channel’s rights, interests and obligations under this Agreement pursuant to
Section 10(a), Section 10(b) and/or Section 10(c) of this Agreement (as
applicable), Clear Channel shall be released from all obligations under this
Agreement, with respect to the Properties transferred, sold or assigned, to the
extent such obligations arise subsequent to the date of the City Manager’s
approval of such transfer, sale or assignment or the effective date of such transfer,
sale or assignment, whichever occurs later; provided, however, that if any
transferee, purchaser or assignee approved by the City Manager expressly
assumes any right, interest or obligation of Clear Channel under this Agreement,
Clear Channel shall be released with respect to such rights, interests and assumed
obligations. In any event, the transferee, purchaser or assignee shall be subject to
all the provisions hereof and shall provide all necessary documents, certifications
and other reasonably necessary information prior to City Manager approval.
(e) Clear Channel’s Right to Retain Specified Rights or Obligations.
Notwithstanding Section 10(a), Section 10(c) and Section 10(d), Clear Channel
may withhold from a sale, transfer or assignment of this Agreement certain rights,
interests and/or obligations which Clear Channel shall retain, provided that Clear
Channel specifies such rights, interests and/or obligations in a written document
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to be appended to or maintained with this Agreement and recorded with the San
Mateo County Recorder prior to or concurrently with the sale, transfer or
assignment of one or both of the Properties. Clear Channel’s purchaser,
transferee or assignee shall then have no interest in or obligations for such
retained rights, interests and obligations and this Agreement shall remain
applicable to Clear Channel with respect to such retained rights, interests and/or
obligations.
(f) Time for Notice. Within ten (10) days of the date escrow closes on any such
transfer, Clear Channel shall notify the City in writing of the name and address of
the transferee. Said notice shall include a statement as to the obligations,
including any mitigation measures, fees, improvements or other conditions of
approval, assumed by the transferee. Any transfer which does not comply with
the notice requirements of this Section 10(f) and of Section 10(b) shall not release
Clear Channel from its obligations to the City under this Agreement until such
time as the City is provided notice in accordance with Section 10(b).
12. Insurance
(a) General Liability Insurance. During the term of this Agreement, Clear Channel
shall maintain in effect a policy of comprehensive general liability insurance with
a per-occurrence combined single limit of not less than ten million dollars
($10,000,000.00) and a self-insured retention of not more than twenty-five
thousand dollars ($25,000.00) per claim. The general liability policy so
maintained by Clear Channel shall include either a severability of interest clause
or cross-liability endorsement, and shall include the City and its elective and
appointive boards, commissions, officers, agents, employees and representatives
as additional insureds on the policy.
(b) Workers’ Compensation Insurance. During the term of this Agreement, Clear
Channel shall maintain Workers’ Compensation insurance for all of Clear
Channel’s employees working at the Terminal Project and Union Pacific Project
sites as long as Clear Channel continues to operate the Digital Billboard or the
Existing Billboard, as applicable. Clear Channel agrees to indemnify the City for
any damage resulting from Clear Channel’s failure to maintain any such required
insurance. In addition, Clear Channel shall require each contractor and
subcontractor engaged by Clear Channel for work at the Terminal Project and
Union Pacific sites to provide Workers’ Compensation insurance for its respective
employees working at the Project site.
(c) Evidence of Insurance. Prior to City Council approval of this Agreement, Clear
Channel shall furnish the City satisfactory evidence of the insurance required in
Sections 11(a) and 11(b) and evidence that the carrier will endeavor to give the
City at least ten (10) days prior written notice of any cancellation or reduction in
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coverage of a policy if the reduction results in coverage less than that required by
this Agreement. Further, a certified endorsement must be attached to all policies
stating that coverage is primary insurance with respect to the City and its officers,
officials, employees and volunteers, and that no insurance or self-insurance
maintained by the City shall be called upon to contribute to a loss under the
coverage with respect to the liabilities assumed by Clear Channel under this
Agreement.
1. During the term of this Agreement, in the event of a reduction (below the
limits required in this Agreement) or cancellation in coverage, Clear
Channel shall, prior to such reduction or cancellation, provide at least ten
(10) days prior written notice to the City, regardless of any notification by
the applicable insurer. If the City discovers that the policies have been
cancelled or reduced below the limits required in this Agreement and that
neither the insurer nor Clear Channel has provided prior notice to the City
as required under this Agreement, said failure shall constitute a material
breach of this Agreement.
2. During the term of this Agreement, in the event of a reduction (below the
limits required by this Agreement) or cancellation in coverage, Clear
Channel shall have five (5) days in which to provide evidence of the
required coverage being reinstated or replaced, during which time no
persons shall enter the Properties to construct improvements thereon,
including construction activities related to the landscaping and common
improvements.
3. If Clear Channel fails to obtain reinstated or replacement coverage within
five (5) days as required under the preceding subparagraph, the City may
obtain, but is not required to obtain, substitute coverage and charge Clear
Channel the cost of such coverage plus an administrative fee equal to ten
percent (10%) of the premium for said coverage.
12. Covenants Run with the Land
The terms of this Agreement are legislative in nature, and apply to Clear Channel’s
interest in the Properties as regulatory ordinances. During the term of this Agreement, all
of the provisions, agreements, rights, powers, standards, terms, covenants and obligations
contained in this Agreement shall run with the land and shall be binding upon the Parties
and their respective heirs, successors (by merger, consolidation or otherwise) and assigns,
devisees, administrators, representatives, lessees and all other persons or entities
acquiring Clear Channel’s interest in the Properties, any lot, parcel or any portion thereof,
and any interest therein, whether by sale, operation of law or other manner, and they shall
inure to the benefit of the Parties and their respective successors.
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13. Conflict with State or Federal Law
In the event that State or Federal laws or regulations enacted after the Effective Date
prevent or preclude compliance with one or more provisions of this Agreement, such
provisions of this Agreement shall be modified (in accordance with Section 14 set forth
below) or suspended as may be necessary to comply with such State or Federal laws or
regulations. Notwithstanding the foregoing, Clear Channel shall have the right to
challenge, at its sole cost, in a court of competent jurisdiction, the law or regulation
preventing compliance with the terms of this Agreement and, if the challenge in a court
of competent jurisdiction is successful, this Agreement shall remain unmodified and in
full force and effect.
14. Procedure for Modification Because of Conflict with State or Federal Laws
In the event that State or Federal laws or regulations enacted after the Effective Date
prevent or preclude compliance with one or more provisions of this Agreement or require
changes in plans, maps or permits approved by the City, the Parties shall meet and confer
in good faith in a reasonable attempt to modify this Agreement to comply with such State
or Federal law or regulation. Any such amendment or suspension of this Agreement shall
be approved by the City Council in accordance with Chapter 19.60 of the Municipal
Code.
15. Periodic Review
(a) During the term of this Agreement, the City shall conduct “annual” and/or
“special” reviews of Clear Channel’s good faith compliance with the terms and
conditions of this Agreement in accordance with the procedures set forth in
Chapter 19.60 of the Municipal Code. The City may recover reasonable costs
incurred in conducting said review, including staff time expended and attorneys’
fees.
(b) At least five (5) calendar days prior to any hearing on any annual or special
review, the City shall mail Clear Channel a copy of all staff reports and, to the
extent practical, related exhibits. Clear Channel shall be permitted an opportunity
to be heard orally or in writing regarding its performance under this Agreement
before the City Council or, if the matter is referred to the Planning Commission,
then before said Commission. Following completion of any annual or special
review, the City shall give Clear Channel a written Notice of Action, which
Notice shall include a determination, based upon information known or made
known to the City Council or the City’s Planning Director as of the date of such
review, whether Clear Channel is in default under this Agreement and, if so, the
alleged nature of the default, a reasonable period to cure such default, and
suggested or potential actions that the City may take if such default is not cured
by Clear Channel.
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16. Amendment or Cancellation of Agreement
This Agreement may be further amended or terminated only in writing and in the manner
set forth in Government Code Sections 65865.1, 65867.5, 65868, 65868.5 and Chapter
19.60 of the Municipal Code; and provided that this Agreement may be terminated by
Clear Channel with respect to either the Terminal Project or the Union Pacific Project
individually if Clear Channel no longer is operating the Digital Billboard or the Existing
Billboard, respectively due to the reasons enumerated in Section 8(b) and 8(c) above,
respectively. In the event of such termination with respect to either Project, this
Agreement shall continue in full force and effect with respect to the other Project.
17. Agreement is Entire Agreement
This Agreement, the Relocation Agreement, the Amendment and all exhibits attached
hereto or incorporated herein contain the sole and entire agreement between the Parties
concerning Clear Channel’s entitlements to develop and improve the Properties. The
Parties acknowledge and agree that neither of them has made any representation with
respect to the subject matter of this Agreement or any representations inducing the
execution and delivery hereof, except representations set forth herein, and each Party
acknowledges that it has relied on its own judgment in entering this Agreement. The
Parties further acknowledge that all statements or representations that heretofore may
have been made by either of them to the other are void and of no effect, and that neither
of them has relied thereon in its dealings with the other.
18. Events of Default
A Party shall be in default under this Agreement upon the happening of one or more of
the following events (and the failure to cure after the expiration of the cure period in
paragraph 19(e) below):
(a) If a warranty, representation or statement made or furnished by such Party to the
other Party in this Agreement is false or proves to have been false in any material
respect when it was made; or,
(b) In the case of Clear Channel, a finding and determination by the City made
following an annual or special review under the procedure provided for in
Government Code Section 65865.1 and Chapter 19.60 of the Municipal Code that,
upon the basis of substantial evidence, Clear Channel has not complied in good
faith with the terms and conditions of this Agreement or the Relocation
Agreement is no longer in effect; or,
(c) Such Party fails to fulfill any of its obligations set forth in this Agreement and
such failure continues beyond the cure period provided in paragraph 19(e) below.
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19. Procedure upon Default; Legal Actions
(a) Upon the occurrence of an event of default (including expiration of the cure
period in paragraph (e) below), the non-defaulting Party may, at its option,
institute legal proceedings as provided below or may terminate this Agreement;
provided, however, that any such termination by the City shall occur only in
accordance with the provisions of Government Code Section 65865.1 and of
Chapter 19.60 of the Municipal Code; and provided further, a default under the
provisions relating to Terminal Project shall limit the non-defaulting Party to the
option of terminating this Agreement with respect to that Project only, and a
default under the provisions relating to the Union Pacific Project shall limit the
non-defaulting Party with the option of terminating this Agreement with respect
to that Project only.
(b) The City shall not be deemed to have waived any claim of defect in Clear
Channel’s performance if, on annual or special review, the City does not propose
to terminate this Agreement.
(c) No waiver or failure by either Party to enforce any provision of this Agreement
shall be deemed to be a waiver of any other provision of this Agreement or of any
subsequent breach of the same or any other provision.
(d) Any action for breach of this Agreement shall be decided in accordance with
California law. In the event that suit shall be brought by either party to this
Agreement, the parties agree that venue shall be vested exclusively in San Mateo
County Superior Court, or, where otherwise appropriate, exclusively in the
United States District Court, Northern District of California. Any Party may
institute legal action to cure, correct or remedy any default, to enforce any
covenant or agreement herein, to enjoin any threatened or attempted violation, or
to enforce by specific performance the obligations and rights of the parties
hereto. Except as provided below, in no event shall the City or its elected or
appointed officials, directors, officers, members, partners, agents, employees or
representatives be liable in monetary damages for any breach or violation of this
Agreement, it being expressly understood and agreed that in addition to the right
of termination (at the option of the non-defaulting Party), the sole legal or
equitable remedy available to Clear Channel for a breach or violation of this
Agreement shall be an action in mandamus, specific performance, injunctive or
declaratory relief to enforce the provisions of this Agreement and any and all
other available legal and equitable remedies, including, without limitation, the
right to reconstruct the Removed Billboards in their existing or comparable
location and the right to any monetary damages suffered by Clear Channel in
connection with the loss of the Removed Billboards to the extent reconstruction
is not feasible.
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(e ) A Party shall give the other Party written notice of any default by such other
Party under this Agreement, and the defaulting Party shall have fifteen (15)
business days after the date of the notice to cure the default or to reasonably
commence the procedures or actions needed to cure the default; provided,
however, that if such default is not capable of being cured within such fifteen
(15) business day period but a cure is commenced within such fifteen (15)
business day period, the defaulting Party shall have such additional time to
complete the cure as is reasonably necessary.
20. Attorneys’ Fees and Costs
(a) Action by Party. If legal action by either Party is brought because of breach of
this Agreement or to enforce a provision of this Agreement, the prevailing Party is
entitled to reasonable attorneys’ fees and court costs.
(b) Action by Third Party. If any person or entity not a party to this Agreement
initiates any legal or equitable action or proceeding to challenge the validity of
any provision of this Agreement or the validity or implementation of the
Terminal Project Approvals and/or the Union Pacific Project Approvals or of the
IS/MND, the Parties shall promptly notify the other Party of such claim and each
party shall cooperate with the efforts of Clear Channel to defend such action or
proceeding. Clear Channel agrees to pay all reasonable costs and expenses,
including reasonable legal costs and reasonable attorney’s fees incurred in
connection therewith. The City will not voluntarily assist the opposing party in
any such claim or take any position adverse to Clear Channel in connection with
such claim. Clear Channel shall have the option to return any Digital Billboard
face to a conventional non-digital display and the City shall not be entitled to
claim any lost revenues or damages as a result of such election by Clear Channel.
21. Severability
If any material term or condition of this Agreement is for any reason held by a final
judgment of a court of competent jurisdiction to be invalid, and if the same constitutes a
material change in the consideration for this Agreement, then either Party may elect in
writing to invalidate this entire Agreement, and thereafter this entire Agreement shall be
deemed null and void and of no further force or effect following such election.
22. No Third Parties Benefited
No person other than the City, Clear Channel, and their respective successors is intended
to or shall have any right or claim under this Agreement, this Agreement being for the
sole benefit and protection of the Parties and their respective successors. Similarly, no
amendment or waiver of any provision of this Agreement shall require the consent or
acknowledgment of any person not a Party or successor to this Agreement.
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23. Binding Effect of Agreement
The provisions of this Agreement shall bind and inure to the benefit of the Parties
originally named herein and their respective successors and assigns.
24. Relationship of Parties
It is understood that this Agreement is a contract that has been negotiated and voluntarily
entered into by the City and Clear Channel and that Clear Channel is not an agent of the
City. The Parties do not intend to create a partnership, joint venture or any other joint
business relationship by this Agreement. The City and Clear Channel hereby renounce
the existence of any form of joint venture or partnership between them, and agree that
nothing contained herein or in any document executed in connection herewith shall be
construed as making the City and Clear Channel joint venturers or partners. Neither
Clear Channel nor any of Clear Channel’s agents or contractors are or shall be considered
to be agents of the City in connection with the performance of Clear Channel’s
obligations under this Agreement.
25. Bankruptcy
The obligations of this Agreement shall not be dischargeable in bankruptcy.
26. Mortgagee Protection: Certain Rights of Cure
(a) Mortgagee Protection. This Agreement shall be superior and senior to all liens
placed upon the Properties by Clear Channel or any portion thereof after the date
on which this Agreement or a memorandum of this Agreement is recorded with
the San Mateo County Recorder, including the lien of any deed of trust or
mortgage (“Mortgage”). Notwithstanding the foregoing, no breach hereof shall
defeat, invalidate, diminish or impair the lien of any Mortgage made in good faith
and for value, but all of the terms and conditions contained in this Agreement
shall be binding upon and effective against all persons and entities, including all
deed of trust beneficiaries or mortgagees (“Mortgagees”), who acquire title to
Clear Channel’s interest in the Properties or any portion thereof by foreclosure,
trustee’s sale, deed in lieu of foreclosure or otherwise.
(b) Mortgagee Not Obligated. No foreclosing Mortgagee shall have any obligation or
duty under this Agreement to construct or complete the construction of any
improvements required by this Agreement, or to pay for or guarantee construction
or completion thereof. The City, upon receipt of a written request therefor from a
foreclosing Mortgagee, shall permit the Mortgagee to succeed to the rights and
obligations of Clear Channel under this Agreement, provided that all defaults by
Clear Channel hereunder that are reasonably susceptible of being cured are cured
by the Mortgagee as soon as is reasonably possible. The foreclosing Mortgagee
thereafter shall comply with all of the provisions of this Agreement.
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(c) Notice of Default to Mortgagee. If the City receives notice from a Mortgagee
requesting a copy of any notice of default given to Clear Channel hereunder and
specifying the address for service thereof, the City shall deliver to the Mortgagee
concurrently with service thereof to Clear Channel, all notices given to Clear
Channel describing all claims by the City that Clear Channel has defaulted
hereunder. If the City determines that Clear Channel is in noncompliance with
this Agreement, the City also shall serve notice of noncompliance on the
Mortgagee, concurrently with service thereof on Clear Channel. Until such time
as the lien of the Mortgage has been extinguished, the City shall:
1. Take no action to terminate this Agreement or exercise any other remedy
under this Agreement, unless the Mortgagee shall fail, within thirty (30)
days of receipt of the notice of default or notice of noncompliance, to cure
or remedy or commence to cure or remedy such default or noncompliance;
provided, however, that if such default or noncompliance is of a nature
that cannot be remedied by the Mortgagee or is of a nature that can only
be remedied by the Mortgagee after such Mortgagee has obtained
possession of and title to one or both of the Properties, by deed-in-lieu of
foreclosure or by foreclosure or other appropriate proceedings, then such
default or noncompliance shall be deemed to be remedied by the
Mortgagee if, within ninety (90) days after receiving the notice of default
or notice of noncompliance from the City, (i) the Mortgagee shall have
acquired title to and possession of one or both of the Properties, by deed-
in-lieu of foreclosure, or shall have commenced foreclosure or other
appropriate proceedings, and (ii) the Mortgagee diligently prosecutes any
such foreclosure or other proceedings to completion.
2. If the Mortgagee is prohibited from commencing or prosecuting
foreclosure or other appropriate proceedings by reason of any process or
injunction issued by any court or by reason of any action taken by any
court having jurisdiction over any bankruptcy or insolvency proceeding
involving Clear Channel, then the times specified above for commencing
or prosecuting such foreclosure or other proceedings shall be extended for
the period of such prohibition.
(d) Performance by Mortgagee. Each Mortgagee shall have the right, but not the
obligation, at any time prior to termination of this Agreement, to do any act or
thing required of Clear Channel under this Agreement, and to do any act or thing
not in violation of this Agreement, that may be necessary or proper in order to
prevent termination of this Agreement. All things so done and performed by a
Mortgagee shall be as effective to prevent a termination of this Agreement as the
same would have been if done and performed by Clear Channel instead of by the
Mortgagee. No action or inaction by a Mortgagee pursuant to this Agreement
shall relieve Clear Channel of its obligations under this Agreement.
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(e) Mortgagee’s Consent to Modifications. Subject to the sentence immediately
following, the City shall not consent to any amendment or modification of this
Agreement unless Clear Channel provides the City with written evidence of each
Mortgagee’s consent, which consent shall not be unreasonably withheld, to the
amendment or modification of this Agreement being sought. Each Mortgagee
shall be deemed to have consented to such amendment or modification if it does
not object to the proposed amendment or modification by written notice given to
the City within thirty (30) days from the date written notice of such proposed
amendment or modification is given by the City or Clear Channel to the
Mortgagee. If such notice of the proposed amendment or modification is given
solely by Clear Channel, then Clear Channel shall also provide the City with
reasonable evidence of the delivery of such notice to the Mortgagee.
27. Estoppel Certificate
Either Party from time to time may deliver written notice to the other Party requesting
written certification that, to the knowledge of the certifying Party, (i) this Agreement is in
full force and effect and constitutes a binding obligation of the Parties; (ii) this
Agreement has not been amended or modified either orally or in writing, or, if it has been
amended or modified, specifying the nature of the amendments or modifications; and
(iii) the requesting Party is not in default in the performance of its obligations under this
Agreement, or if in default, describing therein the nature and monetary amount, if any, of
the default. A Party receiving a request hereunder shall endeavor to execute and return
the certificate within ten (10) days after receipt thereof, and shall in all events execute
and return the certificate within thirty (30) days after receipt thereof. Failure of a Party to
return a requested certificate in a timely manner shall not be deemed a default of the
Party’s obligations under this Agreement and no cause of action shall arise based on such
failure, but such Party shall thereupon be deemed to have certified that the statements in
clauses (i) through (iii) of this Section are true, and the requesting Party and any third
parties shall be entitled to rely upon such deemed certification. The City Manager shall
have the right to execute any such certificate requested by Clear Channel hereunder
provided the certificate is requested within six (6) months of any annual or special
review. The City acknowledges that a certificate hereunder may be relied upon by
permitted transferees and Mortgagees. At the request of Clear Channel, the certificates
provided by the City establishing the status of this Agreement with respect to any lot or
parcel shall be in recordable form, and Clear Channel shall have the right to record the
certificate for the affected portion of the Property at Clear Channel’s cost.
28. Force Majeure
Notwithstanding anything to the contrary contained herein, either Party shall be excused
for the period of any delay in the performance of any of its obligations hereunder, except
the payment of money, to the extent such performance is prevented or delayed by one or
more of the following specific causes beyond such Party’s control: major weather
39
differences from the normal weather conditions for the South San Francisco area, war,
acts of God or of the public enemy, fires, explosions, floods, earthquakes, invasions by
non-United States armed forces, failure of transportation due to no fault of the Parties,
unavailability of equipment, supplies, materials or labor when such unavailability occurs
despite the applicable Party’s good faith efforts to obtain same (good faith includes the
present and actual ability to pay market rates for said equipment, materials, supplies and
labor), strikes of employees other than Clear Channel’s, freight embargoes, sabotage,
riots, acts of terrorism, acts of the government, and litigation initiated by a non-Party
challenging this Agreement or any of the Projects’ approvals or entitlements. The Party
claiming such extension of time to perform shall send written notice of the claimed
extension to the other Party within thirty (30) days from the commencement of the cause
entitling the Party to the extension.
29. Rules of Construction and Miscellaneous Terms
(a) The singular includes the plural; the masculine gender includes the feminine;
“shall” is mandatory, “may” is permissive.
(b) Time is and shall be of the essence in this Agreement.
(c) Where a Party consists of more than one person, each such person shall be jointly
and severally liable for the performance of such Party’s obligations hereunder.
(d) The captions in this Agreement are for convenience only, are not a part of this
Agreement and do not in any way limit or amplify the provisions thereof.
(e) This Agreement shall be interpreted and enforced in accordance with the laws of
the State of California in effect on the date thereof.
30. Exhibits
Exhibit A Terminal Property Map and Description
Exhibit B Union Pacific Property Map and Description
Exhibit C Site Plans/Specifications for Digital Billboard
Exhibit D Site Plans/Specifications for Height Increase to Existing Billboard
Exhibit E Removed Billboards
Exhibit F Mitigation Monitoring and Reporting Program for Digital Billboard
Exhibit G Project Approvals
Exhibit H City’s Gateway Master Plan - Gateway Signs
40
31. Notices
All notices required or provided for under this Agreement shall be in writing and
delivered in person (to include delivery by courier) or sent by certified mail, postage
prepaid, return receipt requested or by overnight delivery service, and shall be effective
upon actual delivery as evidenced by the return receipt or by the records of the courier,
overnight delivery service or other person making such delivery.
Notices to the City shall be addressed as follow:
City of South San Francisco
Attn: City Clerk
P.O. Box 711,
400 Grand Avenue
South San Francisco, CA 94080
With a copy to:
Economic and Community Development Department
Attn: Alex Greenwood
400 Grand Avenue
South San Francisco, CA 94080
With a copy to:
City Attorney
400 Grand Avenue
South San Francisco, CA 94080
41
Notices to Clear Channel shall be addressed as follows:
Clear Channel Outdoor, Inc.
555 12th Street, Suite 950
Oakland, CA 94607
Attn: Bob Schmitt, President/GM, Northern California
With a copy to:
Clear Channel Outdoor, Inc.
2325 East Camelback Road, Suite 400
Phoenix, AZ 85016
Attn: General Counsel
A party may change its address for notice by giving notice in writing to the other party
and thereafter notices shall be addressed and transmitted to the new address.
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
42
IN WITNESS WHEREOF this Agreement has been executed by the Parties on the day and year
first above written.
CITY:
CITY OF SOUTH SAN FRANCISCO
By: ______________________________
Mike Futrell, City Manager
ATTEST:
___________________________
Krista Martenelli, City Clerk
APPROVED AS TO FORM:
___________________________
Steven T. Mattas, City Attorney
CLEAR CHANNEL:
CLEAR CHANNEL OUTDOOR, LLC
By: __________________________________
Bryan Parker
EVP – Real Estate/ Operations
43
EXHIBIT A
TERMINAL PROPERTY MAP AND DESCRIPTION
44
45
46
47
EXHIBIT B
UNION PACIFIC PROPERTY MAP AND DESCRIPTION
48
49
50
EXHIBIT C
SITE PLAN/SPECIFICATIONS FOR DIGITAL BILLBOARD
51
EXHIBIT D
SITE PLANS/SPECIFICATIONS FOR
HEIGHT INCREASE AT EXISTING BILLBOARD
52
EXHIBIT E
REMOVED/RELOCATED BILLBOARDS
1.Removed Billboards:
•Billboard located at 1700 El Camino Real (Trailer Park north of El Camino Real &
Mission Road) APN (010-181-020).
•Billboard located at 1200 El Camino Real (Kaiser Permanente Hospital) APN (010-
292-210).
2.Relocated Billboard: Billboard located at Bayshore Freeway (US-101) on the east line of
the freeway north of Grand Avenue in the Caltrain parking lot (near 600 Dubuque Avenue) APN
(872-41-261).
53
EXHIBIT F
MITIGATION MONITORING AND REPORTING PROGRAM FOR
THE TERMINAL PROJECT
54
EXHIBIT G
PROJECT APPROVALS
[To be completed when the exact titles and resolution numbers for entitlements approved by the
Planning Commission and the City Council are known.]
55
EXHIBIT H
CITY’S GATEWAY MASTER PLAN - GATEWAY SIGNS
[To be attached when the Gateway Master Plan – Gateway Signs is finalized.]
2514731.1
56
Staff Report
DATE: September 9, 2015
TO: Mayor, Vice Mayor and Councilmembers
FROM: Doug Hollis, Chief Innovation Officer
SUBJECT: RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A
PURCHASE AGREEMENT WITH INTEGRATED COMMUNICATION
SYSTEMS FOR THE REPLACEMENT OF CITY BROADCAST
EQUIPMENT IN AN AMOUNT NOT TO EXCEED $135,000.
RECOMMENDATION
It is recommended that the City Council adopt a resolution authorizing the City Manager to
execute a purchase agreement with Integrated Communication Systems for the replacement
of city broadcast equipment in an amount not to exceed $135,000.
BACKGROUND/DISCUSSION
In the late 1990’s, the City of South San Francisco purchased equipment to broadcast City Council
meetings on television in order to enable broader public access to local government processes.
Since its installation, some components have been upgraded or replaced as needed. The equipment
has now reached a stage where there is concern that a major piece of equipment will break and it
will take time to replace it, thus impacting the ability to provide the same level of service to the
public.
In January 2015, the city hired Randy Sahae, from Millbrae TV, as a consultant to help identify
criteria for a new system and prepare an RFP to replace the broadcast equipment. That same
month, the city issued an RFP for the replacement of the broadcast equipment.
The city sent the RFP notice to over 400 vendors via the City's website including five (5) specific
qualified bidders. On February 3, 2015, the city held a “pre-proposal site inspection” meeting
attended by two potential vendors. On March 9, 2015 the RFP responses were due and Integrated
Communication Systems was the only response received.
Upgrading the broadcasting equipment will provide new equipment with higher density (HD)
video capabilities for recording and/or storing video on the web, reliable equipment and the ability
to schedule slides and video on the Public Education Government (PEG) channels. Being able to
schedule communications on the PEG channel will enhance communications to the public, which
is one of the city’s strategic plan objectives. The city currently uses three (3) PEG channels:
Comcast, AT&T and WAVE.
Staff Report
Subject: RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A
PURCHASE AGREEMENT WITH INTEGRATED COMMUNICATION
SYSTEMS FOR THE REPLACEMENT OF CITY BROADCAST EQUIPMENT
IN AN AMOUNT NOT TO EXCEED $135,000.
Page 2 of 2
FUNDING
Funding for the replacement is included in a Public Education Government (PEG) fund under the
Information Technology Department account number 786-16510-5061. The PEG fund is a special
fund created from cable franchise fees. This fund may only be used for the replacement of PEG
broadcasting equipment. Currently, there is approximately $200,000 in the PEG fund.
The purchase agreement is for $123,879, but the resolution is asking for $135,000. The difference
of $11,121 would allow for contingencies in the project or enhancements. An example would be
to upgrade a piece of equipment for new features.
CONCLUSION
Signing the purchase agreement contract with Integrated Communication Systems will provide
higher quality (HD) camera images, the ability to schedule slides and video for rebroadcasting on
the PEG channels and replace the old outdated equipment in the broadcasting room. City Staff
have reviewed Integrated Communication Systems for their qualifications and recommends
entering into a purchase agreement with Integrated Communication Systems for the replacement of
the broadcast equipment, in an amount not to exceed $135,000.
By: Approved:
Doug Hollis Mike Futrell
Chief Innovation Officer City Manager
Attachment: Resolution
Draft Agreement
RESOLUTION NO.
CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA
A RESOLUTION AUTHORIZING THE CITY MANAGER
TO EXECUTE A PURCHASE AGREEMENT WITH
INTEGRATED COMMUNICATION SYSTEMS FOR THE
REPLACEMENT OF CITY BROADCAST EQUIPMENT IN
AN AMOUNT NOT TO EXCEED $135,000.
WHEREAS, the City of South San Francisco purchased equipment in the late
1990's to broadcast City Council meetings to the public; and
WHEREAS, the City has upgraded or replaced some of the components over the
years, but the equipment has now reached a stage where there is concern that a major
piece of equipment will break and it will take time to replace it, thus impacting the ability
to provide the same level of service to the public; and
WHEREAS, a consultant was hired to prepare a Request for Proposals (“RFP”)
that would meet the City’s needs in a cost effective manner; and
WHEREAS, in January, 2015, the City sent the RFP notice to over 400 vendors
via the City's website, including five (5) specific qualified bidders; and
WHEREAS, on February 3, 2015 the City held a "pre-proposal site inspection"
meeting attended by two potential vendors; and
WHEREAS, the City received only one (1) response to the RFP from Integrated
Communication Systems; and
WHEREAS, staff has reviewed Integrated Communication Systems proposal,
including their qualifications and found the proposal to be responsive and within staff’s
cost estimates; and
WHEREAS, City staff recommends entering into an agreement with Integrated
Communication Systems for replacement of the City broadcast equipment.
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of
South San Francisco that the City Council hereby approves a purchase agreement with
Integrated Communication Systems for replacement of the City broadcast equipment in
an amount not to exceed one hundred thirty five thousand dollars ($135,000).
BE IT FURTHER RESOLVED that the City Manager is hereby authorized to
execute the purchase agreement on behalf of the City, subject to approval as to form by
the City Attorney.
BE IT FURTHER RESOLVED that the City Manager is hereby authorized to
take any other action consistent with the intent of this Resolution.
* * * * *
I hereby certify that the foregoing Resolution was regularly introduced and
adopted by the City Council of the City of South San Francisco at a meeting
held on the day of 2015 by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST:
City Clerk
2514007.1
Page 1 of 3
[Rev:2.13.2014]
PURCHASE AND INSTALLATION AGREEMENT BETWEEN THE
CITY OF SOUTH SAN FRANCISCO AND INTEGRATED COMMUNICATION SYSTEMS
These terms and conditions govern the purchase of materials, supplies, and/or equipment, including installation, training,
and related consulting and support services described in this Purchase and Installation Agreement (“Purchase Agreement”)
by Integrated Communication Systems (“Vendor”) for the City of South San Francisco (“City”). Vendor and City are
collectively referred to in this Purchase Agreement as “the Parties.” If the Vendor selects subcontractors to execute a
portion the terms of this Purchase Agreement, that subcontractor is an agent of the Vendor, and is hereby included by
reference as “the Vendor.”
1. Time of Performance. This Purchase Agreement shall commence effective September 9, 2015, and shall end when
Vendor has provided to the City the Products and Services described in this Purchase Agreement, and in Exhibit A
(“Products” and/or “Services”). The equipment and products listed in Exhibit A must be delivered and installed by
January 31, 2016. All other services set forth in Exhibit A must be completed by January 31, 2017. In the event that
any of the terms of Exhibit A conflict with this Purchase Agreement, the terms of the Purchase Agreement shall
prevail.
2. Description of Goods. Vendor shall perform everything required to be performed and shall provide, furnish and install
to the City the Council Chambers Television Production, Distribution and Playback System, and shall complete
installation of the System on or before January 31, 2016, in strict accordance with the specifications as established by
this Purchase Agreement and Exhibit(s), which specifications are incorporated herein and made part of this Purchase
Agreement.
3. Description of Purchase. The City hereby agrees to pay Vendor for the Products and/or Services with a not to exceed
amount. The total compensation for Products and/or Services performed under this Purchase Agreement is not to
exceed one hundred twenty three thousand, eight hundred and seventy-nine dollars ($123,879).
The City shall pay Vendor invoices for Products and/or Services actually delivered in accordance with this Purchase
Agreement. To be eligible for payment, Vendor invoices must itemize the Products and/or Services delivered and the
corresponding prices in accordance with this Purchase Agreement. Payment of Vendor invoices does not constitute
acceptance of Products and/or Services delivered. Prices of Products and/or Services delivered that are not in
accordance with this Purchase Agreement are subject to adjustment. In no event will the prices of Products and/or
Services delivered exceed that specified on this Purchase Agreement. Payments shall be subject to adjustment for
defects in quality or failure of Vendor to meet terms and conditions herein and in Exhibit A. Such adjustments shall be
equal to one hundred percent (100%) of City’s costs to correct such defects or Vendor’s failure to meet Purchase
Agreement requirements.
4. Taxes. Vendor shall pay all applicable federal, state and local taxes, which may be chargeable against the delivery of
the Products and/or Services listed herein.
5. General Warranties and Product Compliance. Vendor warrants that: (A) All Products and/or Services are as described
on this Purchase Agreement conform to all drawings, samples, descriptions and specifications contained in Exhibit A;
(B) All Products and/or Services delivered are new and of good merchantable quality, free from material defects of
workmanship and fit for the purpose for which sold or provided; (C) Vendor has good title to all Products delivered and
all Products delivered are free from liens and other encumbrances; and (D) Vendor's delivery and installation of the
Products and/or Services will be in strict conformity with all applicable local, state, and federal laws. For purposes of
this warranty, any Products or components not meeting the foregoing quality shall be deemed defective. The foregoing
warranty provisions shall also be applicable to equipment or materials provided by a third party entity to Vendor via
this Purchase Agreement.
Vendor also expressly warrants and guarantees, for one year that the Products and/or Services furnished by it to City
shall be free from breakage or defects of material and workmanship under normal use, service and maintenance from
the date of acceptance of the City, and expressly agrees to repair or replace Products and/or Services or any part thereof
which proves defective as a result of inferior or defective materials, equipment or workmanship. If within the period
stated above, any repairs or replacements in connection with the Products and/or Services are, in the opinion of the
City, rendered necessary as a result of the use of inferior or defective materials, equipment or workmanship, Vendor
agrees on receipt of notice from City and without expense to the City, for freight, parts or labor, to properly repair,
replace or correct any and all such defects therein. If Vendor, after such notice, fails to proceed promptly with the terms
of this warranty and guarantee, the City may perform the work necessary to effectuate such corrections, repairs and
replacements, and recover the cost thereof from Vendor.
Page 2 of 3
[Rev:2.13.2014]
6. Damage to City Facilities. Damage to City or public facilities or private property caused by the Vendor or by its
subcontractors during delivery or installation shall be repaired and/or replaced in kind at no cost to the City.
7. Site Safety and Cleanup. The delivery and installation site shall be kept clean and free of hazards at all times during
installation. After installation is completed at the site, Vendor shall clean the surrounding area to the condition prior to
installation.
8. Final Inspection and Work Acceptance. Finished installation work and/or equipment shall be subject to final inspection
and acceptance or rejection by the City.
9. Indemnity. To the fullest extent permitted by law, Vendor shall indemnify, defend (with counsel acceptable to the
City), and hold harmless the City and its elected and appointed officers, officials, employees, agents, contractors and
consultants (collectively, the “City Indemnitees”) from and against any and all liability, loss, damage, claims, expenses
and costs (including, without limitation, attorneys’ fees and costs of litigation) (collectively, “Liability”) of every nature
arising out of or in connection with the delivery and installation of the Products and/or Services described on this
Purchase Agreement or Vendor’s failure to comply with this Purchase Agreement, except such Liability caused by the
gross negligence or willful misconduct of the City Indemnitees.
10. Insurance. Before beginning any installation work and continuing throughout the term of this Purchase Agreement,
Vendor, at its sole cost and expense, furnish the City with certificates of insurance evidencing that Contractor has
obtained and maintains insurance in the following amounts:
A. Workers’ Compensation that satisfies the minimum statutory limits.
B. Commercial General Liability and Property Damage Insurance in an amount not less than ONE MILLION
DOLLARS ($1,000,000) combined single limit per occurrence, TWO MILLION DOLLARS ($2,000,000) annual
aggregate, for bodily injury, property damage, products, completed operations and contractual liability coverage. The
policy shall also include coverage for liability arising out of the use and operation of any City-owned or City-furnished
equipment used or operated by the Vendor, its personnel, agents or subcontractors.
C. Comprehensive automobile insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) per
occurrence for bodily injury and property damage including coverage for owned and non-owned vehicles.
All insurance policies shall be written on an occurrence basis and shall name the City Indemnitees as additional
insureds with any City insurance shall be secondary and in excess to Vendor’s insurance. If the Vendor’s insurance
policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer’s liability,
or which has the effect of providing that payments of the self-insured retention by others, including additional insureds
or insurers do not serve to satisfy the self-insured retention, such provisions must be modified by special endorsement
so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to
this agreement from satisfying or paying the self-insured retention required to be paid as a precondition to the insurer’s
liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self-
insured retention and also must disclose the deductible.
The City Risk Manager, in writing, may approve a variation in the foregoing insurance requirements. A valid and
executed approval by Risk Manager must accompany this Purchase Agreement for a variation to be binding.
11. Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes of laborers, workmen, or
mechanics on the work contemplated by this Purchase Agreement, shall be not less than the prevailing rate for a day’s
work in the same trade or occupation in the locality within the state where the work hereby contemplates to be
performed as determined by the Director of Industrial Relations pursuant to the Director’s authority under Labor Code
Section 1770, et seq. Each laborer, worker or mechanic employed by Contractor or by any subcontractor shall receive
the wages herein provided for. The Contractor shall pay two hundred dollars ($200), or whatever amount may be set by
Labor Code Section 1775, as may be amended, per day penalty for each worker paid less than prevailing rate of per
diem wages. The difference between the prevailing rate of per diem wages and the wage paid to each worker shall be
paid by the Contractor to each worker.
An error on the part of an awarding body does not relieve the Contractor from responsibility for payment of the
prevailing rate of per diem wages and penalties pursuant to Labor Code Sections 1770-1775. The City will not
recognize any claim for additional compensation because of the payment by the Contractor for any wage rate in excess
of prevailing wage rate set forth. The possibility of wage increases is one of the elements to be considered by the
Contractor.
Page 3 of 3
[Rev:2.13.2014]
A. Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not
attached hereto pursuant to Labor Code Section 1773.2, the Contractor shall post at appropriate conspicuous points at
the site of the project a schedule showing all determined prevailing wage rates for the various classes of laborers and
mechanics to be engaged in work on the project under this contract and all deductions, if any, required by law to be
made from unpaid wages actually earned by the laborers and mechanics so engaged.
B. Payroll Records. Each Contractor and subcontractor shall keep an accurate payroll record, showing the name,
address, social security number, work week, and the actual per diem wages paid to each journeyman, apprentice,
worker, or other employee employed by the Contractor in connection with the public work. Such records shall be
certified and submitted weekly as required by Labor Code Section 1776.
12. Tax Withholding. Contractor represents and warrants that Contractor is a resident of the State of California in
accordance with California Revenue & Taxation Code Section 18662, as may be amended, and is exempt from
withholding. Contractor accepts sole responsible for verifying the residency status of any subcontractors and withhold
taxes from non-California subcontractors as required by law.
13. Termination. In addition to all other legal and equitable rights of the City, the City may terminate this Purchase
Agreement upon notice to the Vendor. If the City terminates this Purchase Agreement, the City will pay the Vendor for
Products and/or Services accepted in accordance with this Purchase Agreement prior to the date of termination.
14. Prevailing Party. In the event that either party to this Purchase Agreement commences any legal action or proceeding
(including but not limited to arbitration) to interpret the terms of this Purchase Agreement, the prevailing party in such a
proceeding shall be entitled to recover its reasonable attorney’s fees associated with that legal action or proceeding.
15. Assignment, Governing Law. The Vendor may not assign any of Vendor's obligations under this Purchase Agreement
without the City’s prior written approval. This Purchase Agreement is governed by California law. The jurisdiction for
any litigation arising from this Purchase Agreement shall be in the state of California, and shall be venued in the County
of San Mateo.
16. Severability. If any portion of this Purchase Agreement is held invalid, the Parties agree that such invalidity shall not
affect the validity of the remaining portions of this Purchase Agreement.
17. Entire Agreement. This Agreement represents the entire and integrated agreement between the Parties. This Purchase
Agreement may be modified or amended only by a subsequent written agreement signed by both Parties.
CITY OF SOUTH SAN FRANCISCO VENDOR
A Municipal Corporation
By:___________________________ By:___________________________
City Manager , Authorized Rep
Approved as to Form: ATTEST:
__________________________ ____________________________
City Attorney City Clerk
2513999.1
DATE:
TO:
FROM:
SUBJECT:
September 9, 2015
Mayor, Vice Mayor and Councilmembers
Jeff Azzopardi, Chief of Police
RESOLUTION PROCLAIMING "NO TRAFFICK AHEAD" -SOUTH SAN
FRANCISCO TAKING A STAND AGAINST HUMAN TRAFFICKING IN
THE BAY AREA BEFORE THE 2016 SUPER BOWL AND BEYOND
RECOMMENDATION
It is recommended that the City Council adopt the attached Resolution proclaiming "No
Traffick Ahead" -South San Francisco Taking a Stand Against Human Trafficking in the
Bay Area before the 2016 Super Bowl and beyond.
BACKGROUND/DISCUSSION
With a less than five months until Super Bowl 50 is held at the San Francisco 49ers' Levi's Stadium,
Santa Clara County is diligently training law enforcement, hospital, and airport workers to combat
human trafficking, which can increase during mega sporting events.
The Super Bowl, like other mass gatherings, is often correlated with an in~rease in human trafficking,
due to the tens of thousands of people the game attracts. More than 70,000 people will attend Super
Bowl 50 in February 2016, and about one million people are expected to attend events during the
week leading up to the game itself.
Trafficking may be a particularly pronounced problem in California. The National Human
Trafficking Resource Center (NHTRC), is a toll-free, national hotline t~at anyone can call, text, or
use to submit online tips about potential human trafficking cases. The largest number of calls each
year into the NHTRC come from California.
There is no hard data on how much human trafficking -a form of modem day slavery where people
profit from the control and exploitation of others -spikes during the Super Bowl. But the Super
Bowl creates an occasion to reach out to industries, stakeholders, and the broader community that can
play a role in combatting trafficking 365 days of the year.
I
The San Francisco Bay Area can be a model for how we can all wor~ together to tackle human
trafficking. Cornerstones for this Human Trafficking Program are ! Enforcement, Awareness,
Education, and Legislation. By partnering with our Chamber of Contmerce, engaging our local
businesses and the general public, and providing training to local law enforcement, we can take a
stand against human trafficking in the Bay Area.
Staff Report
Subject:
Page 2
RESOLUTION PROCLAIMING "NO TRAFFICK AHEAD" -SOUTH SAN
FRANCISCO TAKING A ST AND AGAINST HUMAN TRAFFICKING IN
THE BAY AREA BEFORE THE 2016 SUPER BOWL AND BEYOND
FISCAL IMP ACT
There are no general fund obligations.
CONCLUSION
Adoption of this resolution proclaiming "No Traffick Ahead" -South San Francisco Taking a Stand
Against Human Trafficking in the Bay Area before the 2016 Super Bo':Vl and beyond.
By: ~~r:-:
J efAZZopardi
Chief of Police
Attachment: Resolution
and
RESOLUTION NO. ---
CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, ST ATE OF CALIFORNIA
RESOLUTION PROCLAIMING "NO TRAFFICK AHEAD"
-SOUTH SAN FRANCISCO TAKING A SJ'AND
AGAINST HUMAN TRAFFICKING IN THE BAY AREA
BEFORE THE 2016 SUPER BOWL AND BEYOND 1
WHEREAS, the crime of human trafficking is present in every country and every U.S. state;
WHEREAS, the State of California and its constituent communities are considered to be
receptor sites for trafficking due to economic conditions and proximity to international borders; and,
WHEREAS, forced labor, commercial sexual exploitation, and involuntary domestic
servitude have been found to exist within local communities; and
WHEREAS, the Federal Bureau oflnvestigation (FBI) has identified the San Francisco Bay
Area as one of the top 13 sites for child sex trafficking in the country and the National Human
Trafficking Hotline receives more calls from California than from any other state; and
WHEREAS, over 7% of the labor trafficking calls receh:ed by the National Human
Trafficking Resource Center hotline involve restaurant and food seniice industries; and
WHEREAS, the 2016 Super Bowl provides an opportunity for cities and counties in the San
Francisco Bay Area to ramp up their efforts to respond to human trafficking. While no definitive
data exists linking the Super Bowl to increased human trafficking in the regions that host the game,
the Super Bowl creates an occasion to reach out to industries, stakeholders, and the broader
community that can play a role in combatting trafficking 365 days a year; and
WHEREAS, the California Transparency in Supply Chain Act requires any retail or
manufacturing company doing business in California that has more than $100 million in annual gross
receipts worldwide to disclose their efforts to monitor human trafficking in their supply chain; and
WHEREAS, by engaging our hotels, restaurants, other businesses, and the general public to
take a stand against human trafficking, the San Francisco Bay Area can be a model for how we can
all work together to tackle human trafficking.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San
Francisco that the City Council does hereby declare that:
1. The City of South San Francisco will use its best efforts to host events at hotels that
have signed on to the "Code of Conduct for the Protection of Children from Sexual
Exploitation in Travel and Tourism" (http://ww\v.the9ode.org) or have enacted a
similar policy, including training their employees on recognizing signs of human
trafficking with their suppliers and leveraging their purchasing power to protect the
freedom of those in their supply chain.
2. The City of South San Francisco will use its best efforts to host events at restaurants
or other venues that have taken a stand against human trafficking by training
employees, displaying anti-trafficking posters, and/or conducting risk analysis for
human trafficking with their suppliers and leveraging their purchasing power to
protect the freedom of those in the supply chain.
3. The City of South San Francisco will ensure that the staff of the South San Francisco
Police Department, District Attorney, Sheriff, Adult Probation, Juvenile Probation,
Public Defender, Victim Services, Child Welfare, and Public Health agencies will
participate in available human trafficking training.
* * * * *
I hereby certify that the foregoing Resolution was regularly introduced and ADOPTED by the
City Council of the City of South San Francisco at a regular meeting held on the __ day of
, 2015 by the following vote: ------
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST:
City Clerk