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HomeMy WebLinkAbout2002-11-13 -e-packetSPECIAL MEETING CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, California 94083 Meeting to be held at: MUNICIPAL SERVICES BUILDING CITY COUNCIL COMMUNITY ROOM 33 ARROYO DRIVE WEDNESDAY, NOVEMBER 13, 2002 6:45 P.M. NOTICE IS I-~REBY GIVEN, pursuant to Section 54956 of the Government Code of the State of California, the City Council of the City of South San Francisco will hold a Special Meeting on Wednesday, the 13th day of November, 2002, at 6:45 p.m., in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Purpose of the meeting: 1. Call to Order 2. Roll Call 3. Public Comments - comments are limited to items on the Special Meeting Agenda 4. Interview applicant for Conference Center Authority Hotel Representative 5. Discussion/appointment of Conference Center Authority Hotel Representative 6. Adjournment City ~erk StaffReport DATE: TO: FROM: RE: November 13, 2002 Honorable Mayor and City Council Conference Center Executive Director South San Francisco Conference Center Authority Interview/Appointment RECOMMENDATION It is recommended that the City Council, following the Council's interview, appoint the recommended candidate to the Authority's vacant, hotel representative position. BACKGROUND/DISCUSSION During a meeting held with the South San Francisco hotel group on Thursday, September 12, 2002, three hotel general managers expressed interest in the Authority's vacant, hotel representative position. The hotel group was asked to vote for their candidate of choice. Two candidates received three votes each; one received two votes. A second vote was held with the top candidate receiving five votes. As a result, the hotel group recommends Paul Herbert, General Manager of the Best Western Grosvenor Hotel, to fill the vacant, hotel representative position. His term would expire March 27, 2005. Mr. Herbert's application is enclosed. Please, let me know if l may provide you with additional information. .Sandra M. O'Toole Conference Center Executive Director Enclosures: Recommended Candidate's Application Re-Vote Request Vote Request e FourPoints- Sheraton RE-VOTE, THERE IS A TIE! DATE: TO: FROM: RE: 10/3112002 MEMBERS OF THE SSF HOTEL GENERAL MANAGERS' GROUP JIM McGUIRE, General Manager, Four Points by Sheraton SFO NOMINEES FOR THE VACANT HOTEL REPRESENTATIVE POSITION ON THE SOUTH SAN FRANCISCO CONFERENCE CENTER AUTHORITY During the South San Francisco Hotel Group meeting held on September 12. one of the topics we discussed was filling the vacant hotel representative position on the South San Francisco Conference Center Authority. Three of our members expressed an interest in this position. There Is t~oW a tie for the two m_embers below. As the hotel members need to make the choice, we asked the interested members to share information about themselves with the rest of the group. The following lists the interested members followed by their bios, Also included is information about the South San Francisco Conference Center Authority for your review. Please vote for one and return this to Jim via fax, 650-553-9466 or email to imc~uir, e~fourpointssfo.com by the close of the b~ineee day on Monday, Novelrljer 4. 2002 and please be sure to call 650-624-3700 if you have any questions. (ALPHABETICAL ORDER SHOWS NO PREFERENCE) CHRISTOPHER CAMPBELL, GENERAL MANAGER TRAVELODGE SFO NORTH PAUL HERBERT, GENERAL MANAGER BEST WESTERN GROSVENOR HOTEL Four F~nt.~ By ~her~ton ~n l~ranc~co Ah-port 264 South Airport, Boulevard, South San Francisco, 02, 94080 Tel: (650) 588-4683 Fax: (eS0) SSS-94~e fourpointsSFO.com FourPoints' Sheraton November 6, 2002 Ms. Sandra O'Toole Executive Director South San Francisco Conference Center 255 South Airport Blvd. South San Francisco, CA 94080 Dear Sandra: After the process of the re-vote for the vacant hotel representative position on the South San Francisco Conference Center Authority, the hotels of South San Francisco have selected a candidate. This candidate is Mr. Paul Herbert, General Manager of the Best Western Grosvenor Hotel. As the active hotel representative for the Authority Board, I am pleased to present Mr. Herbert for an interview before the City Council, scheduled for Wednesday, November 13, 2002 at 6:45pm. Please do not hesitate to contact me if you have any questions or comments. Sincerely, General Manager South San Francisco Conference Center Authority Four Points By Sheraton San Francisco Airport 264 South Airport Boulevard, South San Francisco, CA 94080 Tel: (650) 588-4683 Fax: (650) 553-9466 fourpointsSFO.com The Four PoEts by Sheraton San Francisco A/rport is independently owned by Peninsula Hospitality, Inc and operated under a license issued by The Sheraton Co--t/on. FourPoints' Sheraton DATE: TO: FROM: RE: 10/11/2002 MEMBERS OF THE SSF HOTEL GENERAL MANAGERS' GROUP JIM McGUIRE, General Manager, Four Points by Sheraton SFO NOMINEES FOR THE VACANT HOTEL REPRESENTATIVE POSITION ON THE SOUTH SAN FRANCISCO CONFERENCE CENTER AUTHORITY During the South San Francisco Hotel Group meeting held on September 12, one of the topics we discussed was filling the vacant hotel representative position on the South San Francisco Conference Center Authority.~ Three of our members expressed an interest in this position. As the hotel members need to make the choice, we asked the interested members to share information about themselves with the rest of the group, The following lists the interested members followed by their bios. Also included is information about the South San Francisco Conference Center Authority for your review. Please vote for one and return this to Jim via fax, 650-553-9466 or emall to imcquire~fo.urpointssfo, com by the close of the business d~v on Frida~¥, .October 18, 2002 and please be sure to call 650-624-3700 if you have any questions. (ALPHABETICAL ORDER SHOWS NO PREFERENCE) CHRISTOPHER CAMPBELL, GENERAL MANAGER TRAVELODGE 8FO NORTH PAUL HERBERT, GENERAL MANAGER BEST WESTERN GROSVENOR HOTEL 8HERR181ROKY, GENERAL MANAGER LARKSPUR LANDING HOTEL Four Pointe by Sheraton Sen i=ran~l~o Airport 264 S. Alrpor~ Btvd., San Francisco, CA 9~80, Te(ephone: (850) 688-4683, Fax: (650) 553.9466 CHRISTOPHER CAMPBELL, GENERAL MANAGER, TRAVELODGE SFO NORTH Christopher Campbell was hired by Westmont Hospitality Group in May of 1999 to manage the Travelodge SFO-North. In spring of 2000, he was transferred to the Monterey Bay area to oversee two other Westmont hotels, a Hampton Inn in Seaside, and a Travelodge In Monterey. Following the sale of these hotels, Christopher returned to South San Francisco in April of this year and resumed the position of General Manager at the Travelodge SFO-North. Employed in the hospitality industry since 1978, Christopher spent the first 10 years of his career in restaurants and the last 10 years in hotels. Starting as a night auditor in 1992 after graduating from the University of Washington, Christopher has held positions in both full-service and limited-service hotels in accounting and operations. in 1999-2000 Christopher was involved In South San Francisco community and business organizations, including Rotary, the Chamber of Commerce, the San Mateo Convention and Visitors Bureau*, and the South San Francisco Conference Center-as a Board Member. Resuming this position on the S.S.F.C.C. board is the first of many activities Christopher has planned to again be involved with, and contributing to, the community. In addition to his duties at the hotel, Christopher is attending Golden Gate University part-time working towards an MBA, with completion of the degree program expected in December 2003. * For the Chamber & SMCCVB involvement was limited to attending meetings as an interested member but not serving in any official or. appointed capacities. PAUL HERBERT, GENERAL MANAGER, BEST WESTERN GROSVENOR HOTEL I have worked in the hospitality industry for 15 years, the past 12 for Grosvenor Properties in various positions within the hotel division. Work experience includes food & beverage (including catering & convention services), operations and the position of General Manager for which I have held the past 4 years. Capital improvement experience range from soft/case good renovation up to preparing a $12 million dollar renovation budget for a closed hotel in New York that Grosvenor Properties purchased in 1995. I am proficient in developing an operational budget and sales & marketing plan. I presently serve on the San Mateo CVB Board of Directors. I attended college at the University of Central Florida where I studied hospitality management. SHERRI SlROKY, GENERAL MANAGER, LARKSPUR LANDING HOTEL I began working in the hospitality industry in the summer of '~994 as a housekeeper in the mornings and a front desk clerk in the evenings. I received my Hotel and Restaurant Administration Bachelor's Degree In May of 1998 from Washington State University. I also received a Bachelor's in Accounting. i began with the company I currently work for, Larkspur Hospitality Co., on August 3, 1998 as a management trainee, In October, i was promoted to the Director of Housekeeping position of the first ever Larkspur Landing Hotel in Renton, Washington. I was responsible for opening the back of the house operations. The hotel officially opened on December 7, 1998. In February of 2000, I was promoted to the Assistant General Manager of the same property, the Larkspur Landing Hotel, Renton, Washington. I held this position for one year. During the time I was employed In Renton, the hotel received numerous awards for having the top guest satisfaction scores in the company. I also received the 'Heart of the House' award for excellence in back of the house operations, as well as the STEP Up to the Challenge Award. The STEP Award recognizes those who stand out as leaders in our company. In February of 2001, I was asked to assist in our Corporate Accounting Department for a period of a month. They were in need of staff and were having little to no luck finding qualified applicants. I assisted in reconciling consolidated income statements and balance sheets. In March of 2001, I moved to the bay area and took over the General Manager position of the Larkspur Landing Hotel in South San Francisco. The hotel had some difficulties to overcome. We have gone from being one of the lowest scoring hotels in terms of guest service to the top hotel in the company for the last four months. My career thus far has been extremely rewarding. I would like to continue to learn and grow as an individual. I believe the position on the South San Francisco Conference Authority would assist me in doing so. I also believe that I have valuable input to contribute. Information about the South San Francisco Conference Center Authority Hotel Representatives Representatives from the South San Francisco hotel group are invited to apply for one position on the South San Francisco Conference Center Authority, The ordinance which created the Authority provides for the two hotel representatives to be recommended by the group and appointed by the City Council. Currently, there is one vacancy. The hotelier appointed to the position will serve an unexpired term until 3/27/2005. After that time, terms are for three years; there are no term limits. The South San Francisco Conference Center was developed to positively impact the economy of the City of South San Francisco through the generation of various tax revenues. Operating as a public assembly facility, the Center hosts conventions, conferences, seminars, etc.; and their attendees, by staying in hotels, dining' in restaurants, and making meeting-related expenditures, spend money and generate the tax revenue. The Conference Center Authority manages, operates, markets, maintains, and promotes the Conference Center, The Authority is comprised of nine voting members representing various business categories and the City Council; the City Manager and the Chamber of Commerce Executive Director serve as ex-officio members. The Authority employs a professional staff charged with administering the day-to-day operations and meets regularly every other month on the fourth Thursday at 4:45 p.m. at the Conference Center. Authority members are compensated $50 for each regular meeting attended. The hotelier recommended by the South San Francisco hotel group will be interviewed and appointed by the South San Francisco City Council. For More Information please contact: Sandra M. O'Toole Executive Director sotoole@ssfconf, com (650) 877-5208 INTERVIEW QUESTIONS For Commissions, Boards, or Committees 1. Questioner: Mayor We have read your application. Could you talk about any work experiences, background or interests that would help you be an effective member on this particular commission? Questioner: Tell us what you know about the What interested you about the commission? Commission. o Questioner: What motivates you? Can you describe your style of interacting with other people. 4. Questioner: Consider and choose one word that best describes you and explain why? Questioner: Mayor I would like to give you an opportunity to discuss any areas about which you were prepared to talk that haven't been covered. This is also your opportunity to ask Council any questions. (Question regarding interest in other Boards/Commissions was removed) AGENDA REDEVELOPMENT AGENCY CITY OF SOUTH SAN FRANCISCO REGULAR MEETING MUNICIPAL SERVICE BUILDING COMMUNITY ROOM NOVEMBER 13, 2002 7:00 P.M. PEOPLE OF SOUTH SAN FRANCISCO You are invited to offer your suggestions. In order that you may know our method of conducting Agency business, we proceed as follows: The regular meetings of the Redevelopment Agency are held on the second and fourth Wednesday of each month at 7:00 p.m. in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Public Comment: For those wishing to address the Board on any Agenda or non-Agendized item, please complete a Speaker Card located at the entrance to the Community Room and submit it to the Clerk. Please be sure to indicate the Agenda Item # you wish to address or the topic of your public comment. California law prevents Redevelopment Agency from taking action on any item not on the Agenda (except in emergency circumstances). Your question or problem may be referred to staff for investigation and/or action where appropriate or the matter may be placed on a future Agenda for more comprehensive action or a report. When your name is called, please come to the podium, state your name and address for the Minutes. COMMENTS ARE GENERALLY LIMITED TO FIVE (5) MINUTES PER SPEAKER. In the event that there are more than six persons desiring to speak, the Chair may reduce the amount of time per speaker to three (3) minutes. Thank you for your cooperation. The Clerk will read successively the items of business appearing on the Agenda. As she completes reading an item, it will be ready for Board action. EUGENE R. MULLIN Chairman PEDRO GONZALEZ Vice Chair RAYMOND L. GREEN Boardmember BEVERLY BONALANZA FORD Investment Officer MICHAEL A. WILSON Executive Director JOSEPH A. FERNEKES Boardmember KARYL MATSUMOTO Boardmember SYLVIA M. PAYNE Clerk STEVEN T. MATTAS Counsel PLEASE TURN OFF CELL PHONES AND PAGERS HEARING ASSISTANCE EQUIPMENT IS AVAILABLE FOR USE BY THE HEARING-IMPAIRED AT REDEVELOPMENT AGENCY MEETINGS CALL TO ORDER ROLL CALL AGENDA REVIEW PUBLIC COMMENTS CONSENT CALENDAR 1. Motion to approve the minutes of the October 23, 2002 regular meeting 2. Motion to confirm expense claims of November 13, 2002 3. Resolution authorizing the execution of a purchase and sale agreement for the acquisition of property located at 440 Commercial Avenue in the amount of $415,000 4. Motion to cancel regular meeting of November 27, 2002 CLOSED SESSION 5. Pursuant to Government Code Section 54956.8 real property negotiations related to 178 - 190 Airport Boulevard and 480 North Canal Street; negotiating party: Redevelopment Agency Assistant Director Van Duyn ADJOURNMENT REGULAR REDEVELOPMENT AGENCY MEETING NOVEMBER 13, 2002 AGENDA PAGE 2 Redevelopment Agency Staff Report DATE: November 13, 2002 TO: Redevelopment Agency Board FROM: Director of Economic and Community Development SUBJECT: ACQUISITION OF LAND FOR POTENTIAL AFFORDABLE HOUSING RECOMMENDATION: It is recommended that the Redevelopment Agency Board adopt the attached Resolution authorizing the acquisition of the vacant site located at 440 Commercial Avenue, the "property", at its appraised value, and authorizing the Executive Officer to execute the Purchase and Sale Agreement. BACKGROUND/DISCUSSION: Last summer, the owner of the property located at 440 Commercial Avenue approached the Agency with an offer to sell this site which has remained undeveloped except for the green lot and sidewalk the City installed two years ago. In July of 2002, the Agency Board authorized an Exclusive Negotiating Rights Agreement with the owner. On September 11, 2002, an appraisal was completed which determined the value of the Property to be $415,000. Agency Counsel made an offer to purchase at appraised value, and the owner accepted, with a request that the sale be completed this calendar year. The funds for this acquisition are available in the current year's Agency budget for site acquisition which will further the City's efforts to creme new affordable housing oppommities. The lot is located between Maple Avenue and Spruce Avenue in a residential neighborhood within the Downtown Central Redevelopment Project Area. The site development plans could be undertaken next year for the new construction of four units of working family housing or it could be held for several years. Staff has also considered the possibility of working with Habitat for Humanity if they determine the size of this parcel to be economically feasible for a sweat equity program. A Phase I environmental report was prepared for the property by CSS Environmental. The report concluded that neither the property nor the surrounding land has been used for purposes that would pose a risk of environmental contamination. Therefore, the proposed Purchase and Sale Agreement includes Seller representations and warranties regarding environmental matters and To: Subject: Date: Page 2 Redevelopment Agency Board Land Acquisition for Affordable Housing November 13, 2002 the condition of the property, but does not provide for Seller indemnification of the Agency as to environmental hazards. The Agency Board may be aware that the City has leased this property for use as a park for several years. The site will continue to be maintained as a park until such time as a housing development is undertaken. CONCLUSION: It is recommended that the Agency Board authorize the Executive Officer to execute the Purchase and Sale Agreement substantially in the form attached to this staff report. This Property is considered to be an excellent location for residential development due to its proximity to the downtown district, commercial amenities and transportation lines. Any development plans, site concepts and financial strategies will be brought to the Agency Board for authorization prior to taking any further action. This potential project would significantly advance the Agency's obligation to provide housing affordable to all segments of the population, as required by the ABAG fair share housing formula and its obligation to provide low and moderate income housing as required by Community Redevelopment Law. Community Development Michael A. Wilson Executive Officer MAW:MVD:NF Attachment: Resolution Purchase and Sale Agreement Parcel Map RESOLUTION NO. REDVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING A PURCHASE AND SALE AGREEMENT FOR THE ACQUISITION OF PROPERTY LOCATED AT 440 COMMERCIAL AVENUE WHEREAS, the Redevelopment Agency of the City of South San Francisco ( the "Agency") adopted the Redevelopment Plan for the Downtown/Central Project Area ( the "Plan") on July 12, 1989; and WHEREAS, the Plan authorizes the Agency to acquire property in the Project Area for redevelopment purposes; and WHEREAS, at it meeting of October 9, 2002, the Agency authorized Agency Counsel to make an offer to acquire the property located at 440 Commercial Avenue (APN No. 012-332-600) (the "Property") based on appraised value; and WHEREAS, the Property owners desire to sell the Property to the Agency for its appraised value pursuant to the terms and conditions contained in the Purchase and Sale Agreement attached hereto as Exhibit A. NOW, THEREFORE, BE IT RESOLVED, that the Redevelopment Agency of the City of South San Francisco approves the purchase of the Property at its appraised value, and authorizes the Executive Director to execute, on behalf of the Agency, a Purchase and Sale Agreement and a Certificate of Acceptance substantially in the form attached hereto as Exhibit A. * * * * * I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Redevelopment Agency of the City of South San Francisco at a meeting held on the __ day of ,2002 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: F:~ile cabinet\Current Reso's\l 1-13affordable.housing.res.doc Clerk PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into effective as of ,2002 (the date upon which this Agreement was approved by Buyer's Board, and hereinafter referred to as the "Effective Date") by and between Suzanne Colombo and Virginia Colombo (hereinafter collectively referred to as "Seller") and the South San Francisco Redevelopment Agency, a public body, corporate and politic ("Buyer"). Seller and Buyer are hereinafter referred to as the "Parties." WHEREAS, Seller is the owner of that certain real property in San Mateo County, California, known as APN 012-322-600, located at 440 Commercial Avenue in the City of South San Francisco, and more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Land"); WHEREAS, in accordance with the terms and conditions contained herein, Buyer desires to purchase, and Seller desires to sell, the Land together with all improvements located thereon and all easements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land (all of the foregoing collectively hereinat~er, the "Property"); WHEREAS, Buyer is a redevelopment agency existing pursuant to the Community Redevelopment Law, California Health and Safety Code Section 33000, et seq., and pursuant to the authority granted thereunder, Buyer has the responsibility to carry out the Redevelopment Plan for the Downtown Central Redevelopment Project Area ("Redevelopment Plan"); and WHEREAS, the Property is located in an area governed by the Redevelopment Plan, and the purchase of the Property as provided for in this Agreement is consistent with and furthers the goals and objectives of the Redevelopment Plan. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows. 1. At, reement to Sell and Purchase. Seller agrees to sell and Buyer agrees to purchase the Property subject to the terms and conditions of this Agreement. 2. Purchase Price. The purchase price for the Property shall be Four Hundred Fifteen Thousand Dollars ($415,000) ("Purchase Price"). 3. Convevanee of Title. At the close of escrow, Seller shall convey by grant deed to Buyer marketable fee simple title to the Property, free and clear of all recorded and unrecorded liens, encumbrances, assessments, leases and taxes except: (a) the provisions and effect of the Redevelopment Plan; (b) taxes for the fiscal year in which the escrow for this transaction closes, which shall be 602888-3 1 prorated as of the close of escrow and handled in accordance with Section 4986 of the California Revenue and Taxation Code; and (c) such other conditions, liens, encumbrances, restrictions and exceptions as may be approved in writing by Buyer ("Permitted Exceptions"). 4. Escrow; Escrow Instructions. Within five (5) business days following the Effective Date, the Parties shall open an escrow to consummate the purchase and sale of the Property pursuant to this Agreement at the office of Title Company located at , Santa Rosa, California ("Title Company" or "Escrow Agent") or such other title company as may be mutually agreed upon by the Parties. Upon the opening of escrow, the Parties shall deposit with the Escrow Agent an executed copy of this Agreement, which shall serve as the joint escrow instructions of Buyer and Seller for this transaction, together with such additional instructions as may be executed by the Parties and delivered to the Escrow Agent. 5. Earnest Monev Deoosit. Upon the opening of escrow and in no event later than seven (7) business days after the Effective Date, Buyer shall deposit the sum of Five Thousand Dollars ($5,000) "Earnest Money Deposit") into escrow in an interest bearing account for the benefit of Buyer. The Earnest Money Deposit, and all interest earned thereon, shall be applied to the Purchase Price at the close of escrow. All amounts deposited by the Parties with the Escrow Agent, including the Earnest Money Deposit, shall be held in escrow in an interest-beating account. 6. Title Documents. Within seven (7) days following the opening of escrow, Seller shall deliver or cause to be delivered to Buyer a preliminary title report ("Preliminary Report") on the Property issued by the Title Company, setting forth all liens, encumbrances, easements, restrictions, conditions, pending litigation, judgments, administrative proceedings, and other matters of record affecting Seller's title to the Property, together with copies of all documents relating to exceptions listed in the Preliminary Report ("Title Exceptions") and complete and legible copies of all instruments referred to therein, as requested by Buyer. Buyer shall approve or disapprove each Title Exception within seven (7) days following Buyer's receipt of the Preliminary Report. Buyer's failure to object within such period shall be deemed to be a disapproval of the Title Exceptions. If Buyer objects or is deemed to have disapproved any Title Exception, Seller shall use its best efforts at Seller's sole expense to remove from title or otherwise satisfy each such exception no later than fourteen (14) days prior to the close of escrow and in a form that is reasonably satisfactory to Buyer. If Seller fails to remove or satisfy any Title Exception to the satisfaction of Buyer, Buyer shall have the option, in its sole discretion, to terminate this Agreement or to accept title subject to such exception. In the event Buyer elects to terminate this Agreement, the Earnest Money Deposit, including interest thereon, and all other funds and documents deposited into escrow by or on behalf of Buyer shall be returned to Buyer, and all rights and obligations hereunder shall terminate. 602888-3 2 It shall be a condition to the close of escrow that Title Company shall deliver to Buyer, within five (5) days after Buyer has approved the Preliminary Report pursuant to this Section, and in no event later than seven (7) days prior to the close of escrow, a title commitment for an ALTA Owner's Title Insurance Policy ("Title Policy") to be issued by Title Company in the mount of the Purchase Price for the benefit and protection of Buyer, showing title to the Property vested in Buyer, subject only to the Permitted Exceptions, including such endorsements as may reasonably be requested by Buyer, and committing Title Company to issue the Title Policy to Buyer upon the close of escrow. 7. Closine Documents and Funda (a) Seller. (A) Within twenty-five (25) days following the opening of escrow, Seller shall deposit imo escrow all of the following: (i) a Grant Deed, substantially in the form attached hereto as Exhibit B ("Grant Deed"), duly executed and acknowledged, conveying to Buyer good and marketable fee simple title to the Property, subject only to exceptions approved pursuant to this Agreement, together with a Certificate of Acceptance in the form shown in Exhibit B, as required by California Government Code Section 27281; (ii) Seller's affidavit of non-foreign stares and Seller's certification that Seller is a resident of California, each executed by Seller under penalty of perjury as required by state and federal law; and (iii) Such additional duly executed instruments and documents as the Escrow Agent may reasonably require to consummate the transaction contemplated hereby. (B) Unless Seller elects to have the following charges deducted from the funds to be distributed to Seller at close of escrow, no later than one (1) business day prior to close of escrow, Seller shall deposit into escrow immediately available funds in the amount necessary to pay: (i) all governmental conveyance fees and transfer taxes; (ii) one-half (1/2) of all title insurance and title report costs; and (iii) one-half of all escrow fees and recording fees. (b) Buyer. (A) Within twenty-five (25) days following the opening of escrow, Buyer shall deposit into escrow all of the following: 602888-3 3 (i) a duly executed and acknowledged Certificate of Acceptance substantially in the form attached to Exhibit B; and (ii) such additional duly executed instruments and documents as the Escrow Agent may reasonably require to consummate the transaction contemplated hereby. (B) No less than one (1) business day prior to the close of escrow, Buyer shall deposit into escrow immediately available funds in the amount, which together with the Earnest Money Deposit plus interest thereon, if any, is equal to: and (i) the Purchase Price as adjusted by any prorations between the Parties; (ii) one-half (1/2) of all title insurance and title report costs, escrow fees, and recording fees. 8. Close of Escrow. The Parties intend to close escrow within thirty-five (35) days following the date upon which escrow is opened, unless this Agreement is terminated pursuant to the terms hereof. In no event shall escrow close later than December 31, 2002. The Escrow Agent shall close escrow by: (i) causing the Grant Deed to be recorded in the official records of San Mateo County, Califomia; (ii) issuing the Title Policy and delivering same to Buyer; (iii) delivering to Seller the monies constituting the Purchase Price less prorated amounts and charges to be paid by or on behalf of Seller; and (iv) delivering to Buyer the original Grant Deed, together with a conformed copy thereof indicating recording information thereon. Possession of the Property shall be delivered to Buyer at the close of escrow. 9. Closint, Costs. Each Party shall pay one-half (1/2) of all title insurance and title report costs, escrow fees (including the costs of preparing documents and instruments), and recording fees. Seller shall pay all governmental conveyance fees and all transfer taxes. 10. Prorations. At the close of escrow, the Escrow Agent shall make the following prorations: (i) property taxes shall be prorated as of the close of escrow based upon the most recent tax bill available, including any property taxes which may be assessed after the close of escrow but which pertain to the period prior to the transfer of title to the Property to Buyer, regardless of when or to whom notice thereof is delivered; and (ii) any bond or assessment that constitutes a lien on the Property at the close of escrow shall be assumed by Buyer. 11. Buver's Conditions to Closing. The close of escrow and Buyer's obligation to purchase the Property are conditioned upon: (i) the performance by Seller of each obligation to be performed by Seller under this Agreement within the applicable time period, or the waiver by Buyer of such obligation; (ii) Seller's representations and warranties contained in this Agreement being true and correct as of the Effective Date and the close of escrow; (iii) the commitment by Title Company to issue and deliver the Title Policy, subject only to the Permitted Exceptions; and (iv) Buyer's approval of the condition of the Property pursuant to Section 12. 602888-3 4 Should any condition to closing fail to occur, excepting any such conditions that have been waived by Buyer, Buyer shall have the fight, exercisable by giving written notice to Seller, to cancel the escrow, terminate this Agreement, and recover any and all amounts paid by Buyer to Seller or deposited with the Escrow Agent by or on behalf of Buyer, including the Earnest Money Deposit and interest thereon. The exercise of this right by Buyer shall not constitute a waiver by Buyer of any other fights Buyer may have at law or in equity. 12. Buyer's Additional Conditions to Closinp. Buyer's obligation to purchase the Property is also conditioned upon Buyer's review and approval of the condition of the Property pursuant to this Section. (a) Feasibility Studies. During the period commencing on the Effective Date and ending on the twentieth (20th) day after the opening of escrow ("Due Diligence Period") Buyer may, at Buyer's expense, undertake an inspection and review of the Property, including without limitation (i) a review of the physical condition of the Property, including but not limited to, inspection and examination of soils, environmental factors, Hazardous Materials (as defined in Exhibit C attached hereto), and areheological information relating to the Property; (ii) a review and investigation of the effect of any zoning, maps, permits, reports, engineering data, regulations, ordinances, and laws affecting the Property, and (iii) an evaluation of the Property to determine its feasibility for Buyer's intended use. Buyer may consult with or retain civil engineers, contractors, soils and geologic engineers, architects and other specialists in its investigation, and may consult with or retain other consultants to determine if the Property is suitable for Buyer's intended use. If Buyer's environmental consultants require additional time to determine the existence and extent of any Hazardous Materials on the Property, Buyer shall have the right, exercisable by delivering written notice to Seller prior to the expiration of the Due Diligence Period, to extend the Due Diligence Period for up to fifteen (15) additional days to complete the testing. Other matters. During the Due Diligence Period, Buyer may inspect, examine, survey and review any other matters concerning the Property, including without limitation, any and all studies or reports provided by Seller, all contracts, leases, rental agreements and other obligations relating to the Property, and the Property's conformity with all applicable laws and regulations. During the Due Diligence Period, Buyer shall have the right to perform due diligence regarding the investigation, assessment, and monitoring of the environmental condition of the Property, and upon completion of the Due Diligence Period, unless Buyer elects to terminate this Agreement pursuant to the terms hereof, Buyer will purchase the Property in its "AS IS" condition as such condition exists at the end of the Due Diligence Period. (c) Disaooroval of Prooertv Condition. Should Buyer fail to approve the condition of the Property or its feasibility for Buyer's intended use in writing within five (5) days 602888-3 5 following the end of the Due Diligence Period, Buyer shall have the fight, exercisable by giving written notice to Seller, to cancel the escrow, terminate this Agreement, and recover any and all amounts paid by Buyer to Seller or deposited with the Escrow Agent by or on behalf of Buyer, including the Earnest Money Deposit and interest thereon. The exercise of this right by Buyer shall not constitute a waiver by Buyer of any other rights Buyer may have at law or in equity. 13. Studies, Reoorts and Investivafions. Seller agrees to make available to Buyer within five (5) business days following the Effective Date, any and all information, studies, reports, investigations, contracts, leases, rental agreements and other obligations conceming or relating to the Property which are in Seller's possession or which are reasonably available to Seller, including without limitation surveys, studies, reports and investigations concerning the Property's physical, environmental or geological condition, habitability, or the presence or absence of Hazardous Materials in, on or under the Property and the compliance by the Property with Environmental Laws (as defined in Exhibit C). 14. Rieht of Entry. Prior to close of escrow, Buyer and Buyer's agents shall have the right, upon reasonable notice to Seller, to enter upon the Property for the purpose of inspecting, examining, surveying and reviewing the Property in accordance with Section 12. Buyer's inspection, examination, survey and review of the Property shall be at Buyer's sole expense. Buyer shall obtain Seller's advance consent in writing to any proposed physical testing of the Property by Buyer or Buyer's agents, which consent shall not be unreasonably conditioned, withheld or delayed. Buyer shall repair, restore and return the Property to its original condition after such physical testing, at Buyer's sole expense. Buyer shall schedule any such physical tests during normal business hours unless otherwise approved by Seller. Buyer agrees to indemnify Seller and hold Seller harmless from and against all liability, loss, cost, damage and expense (including, without limitation, reasonable attorney's fees and costs of litigation) resulting from Buyer's or Buyer's agents entry upon the Property, except to the extent that such liability, loss, cost, damage and expense arises as a result of the negligence or other wrongful conduct of Seller or its agents. 15. Seller's Conditions to Closint~. The close of escrow and Seller's obligation to sell the Property pursuant to this Agreement are conditioned upon: (i) the performance by Buyer of each obligation to be performed by Buyer under this Agreement within the applicable time period, or waiver by Seller of such obligation; (ii) Buyer's representations and warranties contained in this Agreement being true and correct as of the Effective Date and the close of escrow; and (iii) close of escrow to occur and consummation of the transfer of the Property from Seller to Buyer no later than December 31, 2002. 16. Seller's Reoresentations and Warranties. Seller hereby represents and warrants that except as disclosed in writing to Buyer, as of the Effective Date and as of the close of escrow, to the best knowledge of Seller: (i) thc Property is free and has always been free of Hazardous Materials and is not and has never been in violation of any Environmental Law; (ii) there are no buried or partially buried storage tanks located on the Property; (iii) Seller has received no notice, warning, notice of violation, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the Property are or have ever been in violation of 602888-3 6 any Environmental Law or informing Seller that the Property is subject to investigation or inquiry regarding Hazardous Materials on the Property or the potential violation of any Environmental Law; (iv) there is no monitoring program required by the Environmental Protection Agency or any other governmental agency concerning the Property; (v) no toxic or hazardous chemicals, waste, or substances of any kind have ever been spilled, disposed of, or stored on, under or at the Property, whether by accident, burying, drainage, or storage in containers, tanks, holding areas, or any other means; (vi) the Property has never been used as a dump or landfill; (vii) Seller has disclosed to Buyer all information, records, and studies in Seller's possession or reasonably available to Seller relating to the Property concerning Hazardous Materials; (viii) Seller has not received any notice from any governmental authority of any threatened or pending zoning, building, fire, or health code violation or violation of other governmental regulations concerning the Property that have not previously been corrected, and no condition on the Property violates any health, safety, fire, environmental, sewage, building, or other federal, state or local law, ordinance or regulation; (ix) no contracts, licenses, leases or commitments regarding the maintenance or use of the Property or allowing any third party rights to use the Property are in force; (x) there are no threatened or pending actions, suits, or administrative proceedings against or affecting the Property or any portion thereof or the interest of Seller in the Property; (xi) there are no threatened or pending condemnation, eminent domain, or similar proceedings affecting the Property or any portion thereof; (xii) Seller has not received any notice from any insurer of defects of the Property which have not been corrected; (xiii) there are no natural or artificial conditions upon the Property or any part thereof that could result in a material and adverse change in the condition of the Property; (xiv) all information that Seller has delivered to Buyer, either directly or through Seller's agents, is accurate and complete; and (xv) Seller has disclosed all material facts concerning the Property. Seller further represents and warrants that this Agreement and all other documents delivered or to be delivered in connection herewith prior to or at the close of escrow: (a) have been duly authorized, executed, and delivered by Seller; (b) are binding obligations of Seller; (c) are collectively sufficient to transfer all of Seller's right, title and interest in and to the Property; and (d) do not violate the provisions of any agreement to which Seller is a party or which affects the Property. Seller further represents and warrants that the persons who have executed this Agreement on behalf of Seller are authorized to do, that Seller has the legal right to enter into this Agreement and to perform all of its terms and conditions, and that this Agreement is enforceable against Seller in accordance with its terms. Seller shall notify Buyer of any facts that would cause any of the representations contained in this Agreement to be untrue as of the close of escrow. If Buyer reasonably believes that a fact materially and adversely affects the Property, Buyer shall have the option to terminate this Agreement by delivering written notice thereof to Seller. In the event Buyer elects to terminate this Agreement, the Earnest Money Deposit, including interest thereon, and all other funds and documents deposited into escrow by or on behalf of Buyer shall be returned to Buyer, and all fights and obligations hereunder shall terminate. Seller shall indemnify, defend and hold harmless Buyer from all loss, cost, liability, expense, damage or other injury, including without limitation, attorneys' fees and all other costs and expenses incurred by reason of, or in any manner resulting from the breach of any representation 602888-3 7 or warranty contained in this Section. 17. Seller's Covenants. Seller covenants that from the Effective Date and through the close of escrow, Seller: (i) shall not permit any liens, encumbrances, or easements to be placed on the Property, other than Permitted Exceptions; (ii) shall not enter into any agreement regarding the use, sale, rental, management, repair, improvement, or any other matter affecting the Property that would be binding on Buyer or the Property after the close of escrow without the prior written consent of Buyer; (iii) shall not permit any act of waste or act that would tend to diminish the value of the Property for any reason, except that caused by ordinary wear and tear; and (iv) shall maintain the Property in its condition as of the Effective Date, ordinary wear and tear excepted, and shall manage the Property substantially in accordance with Seller's established practices. 18. Buver's Reoresentations, Warranties and Covenants. Buyer represents, warrants and covenants that this Agreement and all other documents delivered in connection herewith, prior to or at the close of escrow: (i) have been duly authorized, executed, and delivered by Buyer; (ii) are binding obligations of Buyer; and (iii) do not violate the provisions of any agreement to which Buyer is a party. Buyer further represents and warrants that the persons who have executed this Agreement on behalf of Buyer have are duly authorized to do, that Buyer has the legal right to enter into this Agreement and to perform all of its terms and conditions, and that Agreement is enforceable against Buyer in accordance with its terms. 19. Reserved. 20. Damage and Destruction. In the event of any damage or other loss to the Property, or any portion thereof, caused by fire or other casualty prior to the close of escrow in an amount not exceeding $50,000, Buyer shall not be entitled to terminate this Agreement, but shall be obligated to close the escrow and purchase the Property as provided in this Agreement, without abatement in the Purchase Price, provided that Seller shall: (i) assign and transfer to Buyer all of Seller's rights under any insurance policy covering the damage or loss, and all claims for monies payable from Seller's insurer(s) in connection with the damage or loss, and (ii) pay to Buyer at the close of escrow the amount of Seller's deductible under the insurance policy or policies covering the damage or loss. In the event of damage or destruction of the Property or any portion thereof prior to the close of escrow in an amount in excess of $50,000, Buyer may elect either to terminate this Agreement upon written notice to Seller, or to consummate the purchase of the Property, in which case Seller shall (i) assign and transfer to Buyer all of Seller's rights under any insurance policy covering the damage or loss, and all claims for monies payable from Seller's insurer(s) in connection with the damage or loss, and (ii) pay to Buyer at the close of escrow the amount of Seller's deductible under the insurance policy or policies covering the damage or loss. In the event Buyer elects to terminate this Agreement, the Earnest Money Deposit, including interest thereon, and all other funds and documents deposited into escrow by or on behalf of Buyer shall be returned to Buyer, and all rights and obligations hereunder shall terminate. 21. Brokers. Each Party warrants and represents to the other that no person or entity can properly claim a right to a real estate commission, brokerage fee, finder's fee, or other 6O2888-3 8 compensation with respect to the transaction contemplated by this Agreement. Each Party agrees to defend, indemnify and hold harmless the other Party from any claims, expenses, costs or liabilities arising in connection with a breach of this warranty and representation. The terms of this Section shall survive the expiration or earlier termination of this Agreement. 22. Assienment. Buyer shall have the right to assign all rights and obligations under this Agreement to any party, provided Seller consents to such assignment which consent shall not be unreasonably withheld, conditioned, or delayed. 23. Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a remm receipt; (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender's account, in which case notice is effective on delivery if delivery is confirmed by the delivery service; (iv) facsimile transmission, in which case notice shall be deemed delivered upon transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by first- class or certified mail or by overnight delivery, or (b) a transmission report is generated reflecting the accurate transmission thereof. Any notice given by facsimile shall be considered to have been received on the next business day if it is received after 5:00 p.m. recipient's time or on a nonbusiness day. Buyer: South San Francisco Redevelopment Agency City Hall, 400 Grand Avenue South San Francisco, CA 94083 Attention: Executive Director Telephone: (650) Facsimile: (650) with a copy to: Meyers, Nave, Riback, Silver & Wilson 777 Davis Street, Suite 300 San Leandro, CA 94577 Attention: Steven T. Mattas, Agency Counsel 602888-3 9 Seller: Suzanne and Virginia Colombo c/o John D. Flitner, Esq. 2213 Mendocino Avenue Santa Rosa, CA 95403 Telephone: (707) 576-7850 Facsimile: (707) 525-9641 24. Litieation Costs. If any legal action or any other proceeding, including arbitration or action for declaratory relief, is brought for the enforcement of this Agreement or because of an alleged breach or default in connection with this Agreement, the prevailing Party shall be entitled to recover reasonable attomeys' fees and other costs, in addition to any other relief to which such Party may be entitled. 25. Waivers; Modification. No waiver of any breach of any covenant or provision of this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no waiver shall be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act, and no extension shall be valid unless in writing and executed by the waiving party. This Agreement may be amended or modified only by a written instrument executed by the Parties. 26. Successors. The obligation of Seller to sell the Property and the obligation of Buyer to purchase the Property pursuant to this Agreement shall bind and inure to the benefit of the respective heirs, personal representatives, successors and assignees of the Parties. 27. Provisions Not Merged With Deeds. None of the provisions, terms, representations, warranties and covenants of this Agreement are intended to or shall be merged by the Grant Deed, and neither the Grant Deed nor any other document shall affect or impair the provisions, terms, representations, warranties and covenants contained herein. Without limiting the generality of the foregoing, Seller's representations, warranties and covenants contained herein shall survive the close of escrow. 28. Construction. The section headings used herein are solely for convenience and shall not be used to interpret this Agreement. 29. Action or Aooroval. Where action and/or approval by Buyer is required under this Agreement, Buyer's Executive Director may act on and/or approve such matter unless the Executive Director determines in his or her discretion that such action or approval requires referral to Buyer's Board for consideration. The time periods afforded Buyer for any event, inspection, feasibility, due diligence, escrow closing or otherwise shall not be extended by any such referral to Buyer's Board. 602888-3 10 30. Entire A~reement. This Agreement, including Exhibits A to C attached hereto and incorporated herein by this reference, contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements, understandings, representations or statements between the Parties with respect to the subject matter thereto. 31. Counteroarts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. 32. Severabilitv. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged thereby. 33. No Third Party Beneficiaries. Nothing in this Agreement is intended to or shall confer upon any person, other than the Parties and their respective successors and assigns, any rights or remedies hereunder. 34. Parties Not Co-Venturers. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. 35. Non-Liability of Officials, Emolovees and A~ents. No member, official, employee or agent of Buyer shall be personally liable to Seller or its successors in interest in the event of any default or breach by Buyer or for any amount which may become due to Seller or its successors in interest pursuant to this Agreement. 36. Time of the Essence. Time is of the essence for each condition, term, obligation and provision of this Agreement. 37. Governin~ Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. 38. Time for Performance. When the time for performance of any obligation under this Agreement is to be measured from another event, such time period shall include the day of the other event. If the day of the time for performance is not a regular business day, then the time for such performance shall be by the regular business day following such day. 602888-3 1 1 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. BUYER: SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY ATTEST: By: Executive Director By: Agency Secretary APPROVED AS TO FORM: By: Agency Counsel SELLER: Virginia Colombo Suzanne Colombo 602888-3 12 Exhibit A LEGAL DESCRIPTION (Attach legal description.) 602888-3 13 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY P.O. Box 711 South San Francisco, CA 94083 Arm: Executive Director MAIL TAX STATEMENTS TO: Same as Above Exhibit B GRANT DEED ) ) ) ) ) ) ) ) ) ) ) ) (Space Above This Line Reserved For Recorder's Use) GRANT DEED For valuable consideration, receipt of which is hereby acknowledged, Suzanne Colombo and Virginia Colombo (individually "Grantor" and collectively "Grantors") hereby grant to the City of South San Francisco Redevelopment Agency, a public body, corporate and politic ("Grantee") all that real property located in the City of South San Francisco, County of San Mateo, State of California described in Exhibit A attached hereto and incorporated herein. IN WITNESS WltEREOF, Grantors each have executed this Grant Deed as of ,2002. GRANTORS SUZANNE COLOMBO VIRGINIA COLOMBO 602888-3 14 EXHIBIT A (Attach legal description.) 602888-3 1 5 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Grant Deed dated ,2002, from Suzanne Colombo and Virginia Colombo to the City of South San Francisco Redevelopmem Agency, a public body, corporate and politic ("Agency"), is hereby accepted on behalf of the Agency by its Executive Director pursuant to authority conferred by Resolution No. __., adopted by the Agency on ,2002, and that the Grantee consents to recordation of the Grant Deed by its duly authorized officer. Dated ,2002 By: Executive Director Prim Name: ATTEST: By: Agency Secretary APPROVED AS TO FORM: By: Agency Counsel 602888-3 16 ACKNOWLEDGMENT State of California County of San Mateo On before me, a Notary Public, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. NOTARY PUBLIC 602888-3 17 ACKNOWLEDGMENT State of Califomia ) ) SS. County of San Mateo ) On before me, a Notary Public, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. NOTARY PUBLIC 602888-3 18 Exhibit C HAZARDOUS MATERIALS; ENVIRONMENTAL LAW "Hazardous Materials" means any substance, material or waste which is or becomes regulated by any federal, state or local governmental authority, and includes without limitation (i) petroleum or oil or gas or any direct or indirect product or by-product thereof; (ii) asbestos and any material containing asbestos; (iii) any substance, material or waste regulated by or listed (directly or by reference) as a "hazardous substance", "hazardous material", "hazardous waste", "toxic waste", "toxic pollutant", "toxic substance", "solid waste" or "pollutant or contaminant" in or pursuant to, or similarly identified as hazardous to human health or the environment in or pursuant to, the Toxic Substances Control Act [ 15 U.S.C. 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [Califomia Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder; (iv) any substance, material or waste which is defined as such or regulated by any "Superfund" or "Superlien" law, or any Environmental Law; or (v) any other substance, material, chemical, waste or pollutant identified as hazardous or toxic and regulated under any other federal, state or local environmental law, including without limitation, asbestos, polychlorinated biphenyls, petroleum, natural gas and synthetic fuel products and by-products. "Environmental Law" means all federal, state or local statutes, ordinances, rules, regulations, orders, decrees, judgments or common law doctrines, and provisions and conditions of permits, licenses and other operating authorizations regulating, or relating to, or imposing liability or standards of conduct concerning (i) pollution or protection of the environment, including natural resources; (ii) exposure of persons, including employees and agents, to Hazardous Materials (as defined above) or other products, raw materials, chemicals or other substances; (iii) protection of the public health or welfare fi.om the effects of by-products, wastes, emissions, discharges or releases of chemical substances fi.om industrial or commercial activities; (iv) the manufacture, use or introduction into commerce of chemical substances, including without limitation, their manufacture, formulation, labeling, distribution, transportation, handling, storage and disposal; or (iv) the use, release or disposal of toxic or hazardous substances or Hazardous Materials or the remediation of air, surface waters, groundwaters or soil, as now or may at any later time be in effect, including but not limited to the Toxic Substances Control Act [15 U.S.C. 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act 602888-3 19 [California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder. 602888-3 20 b® # ®'/®/¢® ? ?. Co. ~.ez. ~-~/-/se ~nc~ ~ BADEN BRANCH 12-32 CD RECEIVE[:$ JUN I] 8 20Ill PLANNING . l~ SOUTH SAN FRANCISCO PLAT NO./ PTN OF' RSM~/ CITY OF SOUTh/,SAN FRANCIS:CO /~ SOUTH SA~ FRANCISCO ,~LAT NO,2 PT~N"OF'-R$i~a/~ ,Jl~! Redevelopment Agency 4. Motion to cancel the regular meeting of November 27, 2002 AGENDA CITY COUNCIL CITY OF SOUTH SAN FRANCISCO REGULAR MEETING MUNICIPAL SERVICE BUILDING COMMUNITY ROOM NOVEMBER 13, 2002 7:30 P.M. PEOPLE OF SOUTH SAN FRANCISCO You are invited to offer your suggestions. In order that you may know our method of conducting 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 7:30 p.m. in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Public Comment: For those wishing to address the 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 for the Minutes. COMMENTS ARE GENERALLY LIMITED TO FIVE (5) MINUTES PER SPEAKER. In the event that there are more than six persons desiring to speak, the Mayor may reduce the amount of time per speaker to three (3) minutes. Thank you for your cooperation. 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. PEDRO GONZAIJEZ Mayor Pro Tem EUGENE R. MULLIN Mayor JOSEPH A. FERNEKES Councilman RAYMOND L. GREEN Councilman KARYL MATSUMOTO Councilwoman BEVERLY BONALANZA FORD City Treasurer SYLVIA M. PAYNE City Clerk MICHAEL A. WILSON STEVEN T. MATTAS City Manager City Attorney PLEASE TURN OFF CELL PHONES AND PAGERS HEARING ASSISTANCE EQUIPMENT AVAILABLE FOR USE BY THE HEARING IMPAIRED AT CITY COUNCIL MEETINGS CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE INVOCATION PRESENTATIONS Genentech Goes To Town Video (Channel 2 News) · Trivia Challenge Presentation of Awards - Project Read Manager Holly Fulghum-Nutters · BART Construction Update - Nia Crowder, BART South San Francisco Liaison AGENDA REVIEW PUBLIC COMMENTS ITEMS FROM COUNCIL · Community Forum · Subcommittee Reports CONSENT CALENDAR Motion to approve the minutes of the October 23 regular meeting and October 16 and 23 special meetings 2. Motion to confirm expense claims of November 13, 2002 Resolution authorizing the acceptance of a grant from the California State Library to fund Project Read's Families for Literacy Program in the amount of $23,765 and a grant from the California State Library to fund the cost of printing an outreach brochure for Project Read in the amount of $400 Resolution approving the City of South San Francisco's Disadvantage Business Enterprise (DBE) Program through September 30, 2003 Resolution authorizing an adjustment to the compensation rates for the City Clerk and City Treasurer Motion to accept Orange Memorial Park Sculpture Garden as complete in accordance with plans and specifications Resolution authorizing the purchase of two bronze sculptures by Corrine Hartley from Terbush Gallery for the Orange Memorial Park Sculpture Garden in the amount of $22,695 8. Motion to note receipt and file the findings of the report prepared by the City-retained actuary related to the PARS supplemental retirement enhancement program for the City Manager as specified in the Employment Agreement between the City and the City Manager REGULAR CITY COUNCIL MEETING NOVEMBER 13, 2002 AGENDA PAGE 2 Motion to cancel the regular meeting of November 27, 2002 and schedule a special meeting for November 20, 2002 10. Acknowledgement of proclamations issued: Detective Patrick Sullivan (retiree), October 26, 2002; National Immigrants Day, October 28, 2002; Smile for Life Day, October 30, 2002 ADMINISTRATIVE BUSINESS 11. Annual review and resolution approving implementation of the City Treasurer's Investment Policy 12. Report on the San Mateo County Tourism Business Improvement District ADJOURNMENT REGULAR CITY COUNCIL MEETING NOVEMBER 13, 2002 AGENDA PAGE 3 StaffReport DATE: TO: S UBJ ECT: November 13, 2002 Honorable Mayor and City Council Librm-y Direclor RESOLUTION AUTHORIZIN(i T}-IE ACCEPTANCE OF A $23,705.00 GRANT FROM THE CALIFORNIA STATE LIBRARY TO FUND PROJECT READ'S FAMILIES FOR LITERACY PROGRAM AND AUTHORIZING THE ACCEPTANCE OF A $400.00 GRANT FROM THE CALIFORNIA STATE LIBRARY TO FUND THE COST OF PRINTING AN OUTREACH BROCHURE FOR PROJECT READ. RECOMMENDATIONS It is recommended that the City Council authorize, by resolution, the acceptance of a grant in the amount of $23,765.00 from the California State Library to fund the Families for Literacy (FFL) program and the acceptance of a Library Services and Technology Act (LSTA) grant in the amount of $400.00 from the California State Library to fund a Project Read outreach brochure. BACKGROUND Project Read has operated a Families for Literacy program for the past twelve years to help parents develop the literacy skills needed to support the emerging literacy needs of their children. FFL provides a program that builds basic skills for the entire family. The FFL program includes monthly story times, the distribution of free books, parenting workshops, and interactive math and science clubs. Every year, Project Read receives money from the California State Library as part of California Library Services Act (CLSA) funding to operate this vital program. In addition, Project Read has received $400.00 from a Library Services and Technology Act (LSTA) grant to help in an ongoing outreach campaign. This money has been designated for the cost of printing new Project Read brochures to highlight local literacy services. This grant was sponsored through BALit, a consortium of library-based literacy programs throughout the Bay Area, to provide outreach materials for literacy programs. Staff Report Subject: Families for Literac) td Project Read grant funding Page 2 FUNDING: Grant funds received in fiscal year 2002/03 will be used to amend the Library Department's current budget. Grant cycles typically run for one year from time of receipt; therefore, funds not expended at the end of the fiscal year, will be carried over to the next fiscal year. Receipt of these funds does not commit the City to ongoing support after the close of the funding cycle. Valcrie $ommer Library Director Michael A. Wil~on City Manager Attachment: Resolution RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTI()N A[ ITH()RIZING ACCEPTANCE OF GRANT FUNDS IN THE AM()I~NT ()F S24,165 AMENDING THE 2002-2003 OPERATING BI Il)GET ( NO. 03-11) WHEREAS, staff recommends the City Council accept a grant m The amount of $23,765 from the California State Library ~() fund ~hc Families for Literacy program; and WHEREAS, staff recommends the City Council accept a Library Services and Technology Act grant of $400 from the California State Library for a Project Read outreach brochure. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby authorizes the acceptance of a grant in the amount of $23,765 from the California State Library to fund the Families for Literacy Program and a Library Services and Technology Act grant in the amounl of $400. BE IT FURTHER RESOLVD, that the City Council hereby authorizes an amendment to the City's 2002-2003 Operating Budget (03-11) to add $23,765 to fund the Families for Literacy Program and to add $400 to fund the Project Read's outreach brochure. 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 ,2002 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: F:\file cabinet\Current Reso's\l 1-13library.grant.res.doc City Clerk Staff Report DATE: TO: FROM: SUBJECT: November 13, 2002 The Honorable Mayor and City Council Director of Public Works THE CITY OF SOUTH SAN FRANCISCO'S DISADVANTAGED BUSINESS ENTERPRISE (DBE) PROGRAM RECOMMENDATION: It is recommended that the City Council adopt a resolution approving the Disadvantaged Business Enterprise (DBE) to utilize disadvantaged businesses to the maximum extent feasible as outlined in the program for federally assisted construction projects funded between October 01, 2002 to September 30, 2003. BACKGROUND/DIS CUS SION: The City Council by Resolutions Nos. 104-81,160-84, 112-95,121-98,126-99, 154-2000, 24-2001 and 119-2001 had previously adopted the City of South San Francisco's Disadvantaged Business Enterprise Program. The Surface Transportation and Uniform Relocation Assistance Act of 1987 requires that goals be reviewed and updated each year in order to receive federal funds for necessary street improvements. The Federal Government requires that these goals be stated in the contract documents for projects receiving Federal funds. New Federal guidelines have been developed regarding the establishment of DBE goals. The City' s plan has been reviewed by Caltrans and they had minor comments on the plan. This resolution will establish the City of South San Francisco's goal for the Disadvantaged Business Enterprise that utilizes disadvantaged businesses to the maximum extent feasible but not less than the percentage for the contract cost established in the City's DBE program for federally assisted construction projects funded between October 1, 2002 and September 30, 2003. The Director of Public Works has advertised these goals in the San Mateo County Times and allowed for comments on the goals. No comments were received on the goals. RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING CONTINUATION OF THE SOUTH SAN FRANCISCO'S DISADVANTAGED BUSINESS ENTERPRISE (DBE) PROGRAM THROUGH SEPTEMBER 30, 2003 WHEREAS, the City Council desires to continue its current goal for the Disadvantaged Business Enterprise (DBE) which is to utilize disadvantaged businesses to the maximum extent feasible, but not less then 10% of the contract cost for federally assisted construction projects funded between October 1, 2002 to September 30, 2003; and WHEREAS, the cost for the program is included in individual Capital Improvement Projects. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby authorizes continuation of the City's current goal for its Disadvantaged Business Enterprise (DBE) Program through September 30, 2003. 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 ,2002 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk FSf'fle cabinet\Current Reso's\l 1-13DBE.res.doc CITY OF SOUTH SAN FRANCISCO OVERALL ANNUAL DBE GOAL FOR FEDERAL FISCAL YEAR 2003 Submitted in conformance with Title 49 Code of the code of Federal Regulations Part 26 Caltrans Local Assistance Procedures Manual And Caltrans Local Programs Procedures EXHIBIT 9-A Model DBE Program for Local Agencies Local Assistance Procedures Manual MODEL DISADVANTAGED BUSINESS ENTERPRISE (DBE) PROGRAM City of South San Francisco I Definitions of Terms The terms used in this program have the meanings defined in 49 CFR §26.5. II Objectives/Policy Statement (§§26.1, 26.23) The City of South San Francisco has established a Disadvantaged Business Enterprise (DBE) program in accordance with regulations of the U.S. Department of Transportation (DOT), 49 CFR Part 26. The City of South San Francisco has received federal financial assistance from the DOT, and as a condition of receiving this assistance, the City of South San Francisco will sign an assurance that it will comply with 49 CFR Part 26. It is the policy of the City of South San Francisco to ensure that DBEs, as defined in part 26, have an equal opportunity to receive and participate in DOT-assisted contracts. It is also our policy: To ensure nondiscrimination in the award and administration of DOT-assisted contracts; To create a level playing field on which DBEs can compete fairly for DOT-assisted contracts; To ensure that the DBE Program is narrowly tailored in accordance with applicable law; To ensure that only firms that fully meet 49 CFR Part 26 eligibility standards are permitted to participate as DBEs; To help remove barriers to the participation of DBEs in DOT-assisted contracts; and To assist the development of firms that can compete successfully in the market place outside the DBE Program. The City Engineer has been delegated as the DBE Liaison Officer. In that capacity, the City Engineer is responsible for implementing all aspects of the DBE program. Implementation of the DBE program is accorded the same priority as compliance with all other legal obligations incurred by the City of South San Francisco in its financial assistance agreements with the California Department of Transportation (Caltrans). The City of South San Francisco has disseminated this policy statement to the City of South San Francisco Council and all the components of our organization. We have distributed this statement to DBE and non-DBE business communities that perform work for us on DOT-assisted contracts by publishing this statement in general circulation, minority - focused and trade association publications. III Nondiscrimination (§26.7) The City of South San Francisco will never exclude any person from participation in, deny any person the benefits of, or otherwise discriminate against anyone in connection with the award and performance of any contract covered by 49 CFR Part 26 on the basis of race, color, sex, or national origin. Paoo Lo~:al Assistance Procedures Manual EXHIBIT 9-A Model DBE Program for Local Agencies In administering its DBE program, the City of South San Francisco will not, directly or through contractual or other arrangements, use criteria or methods of administration that have the effect of defeating or substantially impairing accomplishment of the objectives of the DBE program with respect to individuals of a particular race, color, sex, or national origin. IV DBE Program Updates (§26.21) The City of South San Francisco will continue to carry out this program until the City of South San Francisco has established a new goal setting methodology or until significant changes to this DBE Program are adopted. The City of South San Francisco will provide to Caltrans a proposed overall goal and goal setting methodology and other program updates by June 1 of every year. V Quotas (§26.43) The City of South San Francisco will not use quotas or set asides in any way in the administration of this DBE program. VI DBE Liaison Officer (DBELO) (§26.25) The City of South San Francisco has designated the following individual as the DBE Liaison Officer: Barbara Hawkins, City Engineer, 315 Maple Ave., South San Francisco, CA 94080, (650) 829-6664, E- mail: Barbara. [email protected]. In that capacity, the City Engineer is responsible for implementing all aspects of the DBE program and ensuring that the City of South San Francisco complies with all provisions of 49 CFR Part 26. This is available on the Internet at osdbuweb.dot.gov/main.cfm. The City of South San Francisco has direct, independent access to the City Manager concerning DBE program matters. The DBELO has a staff of 2 professional employees and 1 support employee assigned to the DBE program who devote a portion of their time to the program. An organization chart displaying the DBELO's position in the organization is found in Attachment A to this program. The DBELO is responsible for developing, implementing and monitoring the DBE program, in coordination other appropriate officials. Duties and responsibilities include the following (suggested): 1. Gathers and reports statistical data and other information as required. 2. Reviews third party contracts and purchase requisitions for compliance with this program. 3. Works with all departments to set overall annual goals. 4. Ensures that bid notices and requests for proposals are available to DBEs in a timely manner. 5. Identifies contracts and procurements so that DBE goals are included in solicitations (both race- neutral methods and contract specific goals) and monitors results. 6. Analyzes the City of South San Francisco's progress toward goal attainment and identifies ways to improve progress. 7. Participates in pre-bid meetings. 8. Advises the City Manager/governing body on DBE matters and achievement. 9. Participate with the legal counsel and project director to determine contractor compliance with good faith effort. 10. Provides DBEs with information and assistance in preparing bids, obtaining bonding and insurance. 11. Plans and participates in DBE training seminars. 12. Provides outreach to DBEs and community organizations to advise them of opportunities. Page 9-29 ! pp fll .hA HI,arch 1 '~_ 2001 EXHIBIT 9-A Model DBE Program for Local Agencies Local Assistance Procedures Manual VII Federal Financial Assistance Agreement Assurance (§26.13) The City of South San Francisco will sign the following assurance, applicable to all DOT-assisted contracts and their administration as part of the program supplement agreement for each project: The recipient shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any DOT-assisted contract or in the administration of its DBE Program or the requirements of 49 CFR part 26. The recipient shall take all necessary and reasonable steps under 49 CFR part 26 to ensure nondiscrimination in the award and administration of DOT-assisted contracts. The recipient's DBE Program, as required by 49 CFR part 26 and as approved by DOT, is incorporated by reference in this agreement. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the recipient of its failure to carry out its approved program, the Department may impose sanctions as provided for under part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. 1001 and/or the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. 3801 et seq.). VIII DBE Financial Institutions It is the policy of the City of South San Francisco to investigate the full extent of services offered by financial institutions owned and controlled by socially and economically disadvantaged individuals in the community, to make reasonable efforts to use these institutions, and to encourage prime contractors on DOT-assisted contracts to make use of these institutions. Information on the availability of such institutions can be obtained from the DBE Liaison Officer. The Caltrans Disadvantaged Business Enterprise Program may offer assistance to the DBE Liaison Officer. IX Directory (§26.31) The City of South San Francisco will refer interested persons to the DBE directory available from the Caltrans Disadvantaged Business Enterprise Program website at www.dot.ca.gov/hq/bep. X Overconcentration (§26.33) The City of South San Francisco has not identified any types of work in DOT-assisted contracts that have a overconcentration of DBE participation. If in the future the City of South San Francisco identifies the need to address overconcentration, measures for addressing overconcentration will be submitted to the DLAE for approval. XI Business Development Programs (§26.35) The City of South San Francisco does not have a business development or mentor-protdgd program. If the City of South San Francisco identifies the need for such a program in the future, the rationale for adopting such a program and a comprehensive description of it will be submitted to the DLAE for approval. Page 9-30 ........ ^,",', 1 .PP O1 L6cal Assistance Procedures Manual EXHIBIT 9-A Model DBE Program for Local Agencies XII Required Contract Clauses (§§26.13, 26.29) Contract Assurance The City of South San Francisco ensures that the following clause is placed in every DOT-assisted contract and subcontract: The contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR part 26 in the award and administration of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as recipient deems appropriate.' Prompt Payment The City of South San Francisco ensures that the following clauses or equivalent will be included in each DOT-assisted prime contract: Satisfactory Performance The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 10 days from the receipt of each payment the prime contractor receives from the City of South San Francisco. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the City of South San Francisco. This clause applies to both DBE and non-DBE subcontractors Release of Retainage The prime contractor agrees further to release retainage payments to each subcontractor within 30 days after the subcontractor's work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the City of South San Francisco. This clause applies to both DBE and non-DBE subcontractors. XlII Monitoring and Enforcement Mechanisms (§26.37) The City of South San Francisco will assign a Resident Engineer (RE) or Contract Manager to monitor and track actual DBE participation through contractor and subcontractor reports of payments in accordance with the following: After Contract Award After the contract award the City of South San Francisco will review the award documents for the portion of items each DBE and first tier subcontractor will be performing and the dollar value of that work. With these documents the RE/Contract Manager will be able to determine the work to be performed by the DBEs or subcontractors listed. Preconstruction Conference Page 9-31 Nlarch 15. 2001 EXHIBIT 9-A Model DBE Program for Local Agencies Local Assistance Procedures Manual A preconstruction conference will be scheduled between the RE and the contractor or their representative to discuss the work each DBE subcontractor will perform. Before work can begin on a subcontract, the local agency will require the contractor to submit a completed "Subcontracting Request," Exhibit 16-B of the LAPM or equivalent. When the RE receives the completed form it will be checked for agreement of the first tier subcontractors and DBEs. The RE will not approve the request when it identifies someone other than the DBE or first tier subcontractor listed in the previously completed "Local Agency Bidder DBE Information," Exhibit 15-G. The "Subcontracting Request" will not be approved until any discrepancies are resolved. If an issue cannot be resolved at that time, or there is some other concern, the RE will require the contractor to eliminate the subcontractor in question before signing the subcontracting request. A change in the DBE or first tier subcontractor may be addressed during a substitution process at a later date. Suppliers, vendors, or manufacturers listed on the "Local Agency Bidder DBE Information" will be compared to those listed in the completed Exhibit 16-1 of the LAPM or equivalent. Differences must be resolved by either making corrections or requesting a substitution. · Substitutions will be subject to the Subletting and Subcontracting Fair Practices Act CFPA). Local agencies will require contractors to adhere to the provisions within Subletting and Subcontracting Fair Practices Act (State Law) Sections 4100-4144. FPA requires the contractor to list all subcontractors in excess of one half of one percent (0.5%) of the contractor's total bid or $10,000, whichever is greater. The statute is designed to prevent bid shopping by contractors. The FPA explains that a contractor may not substitute a subcontractor listed in the original bid except with the approval of the awarding authority. The RE will give the contractor a blank Exhibit 17-F, "Final Report Utilization of Disadvantaged Business Enterprises, First Tier Subcontractors" and will explain to them that the document will be required at the end of the project, for which payment can be withheld, in conformance with the contract. Construction Contract Monitoring The RE will ensure that the RE's staff (inspectors) know what items of work each DBE is responsible for performing. Inspectors will notify the RE immediately of apparent violations. When a firm other than the listed DBE subcontractor is found performing the work, the RE will notify the contractor of the apparent discrepancy and potential loss of payment. Based on the contractor's response, the RE will take appropriate action: The DBE Liaison Officer will perform a preliminary investigation to identify any potential issues related to the DBE subcontractor performing a commercially useful function. Any substantive issues will be forwarded to the Caltrans Disadvantaged Business Enterprise Program. If the contractor fails to adequately explain why there is a discrepancy, payment for the work will be withheld and a letter will be sent to the contractor referencing the applicable specification violation and the required withholding of payment. Page 9-32 March 15, 2001 I,PP 01.04 Lo~:al Assistance Procedures Manual EXHIBIT 9-A Model DBE Program for Local Agencies If the contract requires the submittal of a monthly truck document, the contractor will be required to submit documentation to the RE showing the owner's name; California Highway Patrol CA number; and the DBE certification number of the owner of the truck for each truck used during that month for which DBE participation will be claimed. The trucks will be listed by California Highway Patrol CA number in the daily diary or on a separate piece of paper for documentation. The numbers are checked by inspectors regularly to confirm compliance. Providing evidence of DBE payment is the responsibility of the contractor. Substitution When a DBE substitution is requested, the RE/Contract Manager will request a letter from the contractor explaining why substitution is needed. The RE/Contract Manager must review the letter to be sure names and addresses are shown, dollar values are included, and reason for the request is explained. If the RE/Contract Manager agrees to the substitution, the RE/Contract Manager will notify, in writing, the DBE subcontractor regarding the proposed substitution and procedure for written objection from the DBE subcontractor in accordance with the Subletting and Subcontracting Fair Practices Act. If the contractor is not meeting the contract goal with this substitution, the contractor must provide the required good faith effort to the RE/Contract Manager for local agency consideration. If there is any doubt in the RE/Contract Manager's mind regarding the requested substitution, the RE/Contract Manager may contact the DEAL for assistance and direction. Record Keepine and Final Report Utilization of Disadvantaged Business Enterprises The contractor shall maintain records showing the name and address of each first-tier subcontractor. The records shall also show: 1. The name and business address, regardless of tier, of every DBE subcontractor, DBE vendor of materials and DBE trucking company. 2. The date of payment and the total dollar figure paid to each of the firms. 3. The DBE prime contractor shall also show the date of work performed by their own forces along with the corresponding dollar value of the work claimed toward DBE goals. When a contract has been completed, the contractor will provide a summary of the records stated above. The DBE utilization information will be documented on the form "Final Report-Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subcontractors" (Exhibit i?-F) and will be submitted to the DLAE attached to the Report of Expenditures. The RE will compare the completed "Final Report-Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subcontractors" form to the contractor's completed "Local Agency Bidder-DBE-Information" (Exhibit 15-G) and, if applicable, to the completed "Subcontracting Request" (Exhibit 16-B). The DBEs shown on the completed "Final Report-Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subcontractors" form should be the same as those originally listed unless an authorized substitution was allowed, or the contractor used more DBEs and they were added. The dollar amount should reflect any changes made in planned work done by the DBE. The contractor will be required to explain in writing why the names of the subcontractors, the work items or dollar figures are different from what was originally shown on the completed "Local Agency Bidder-DBE-Information" form when: Page 9-33 March 15. 2001 EXHIBIT ~9-A Model DBE Program for Local Agencies Local Assistance Procedures Manual Them have been no changes made by the RE. The contractor has not provided a sufficient explanation in the comments section of the completed "Final Report-Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subcontractors" form. The explanation will be attached to the completed "Final Report-Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subcontractors" form for submittal. The RE will file this in the project records. The local agency's Liaison Officer will keep track of the DBE certification status on the Intemet at www.dot.ca.gov/hq/bep and keep the RE informed of changes that affect the contract. The RE will require the contractor to act in accordance with existing contractual commitments regardless of decertification. The DLAE will use the PS&E checklist to monitor the City of San Francisco's commitment to require .bidders list information to be submitted to City of South San Francisco from the awarded prime and · subcontractors as a means to develop a bidders list. This monitoring will only take place if the bidders list information is required to be submitted as stipulated in the special provisions. The City of South San Francisco will bring to the attention of the DOT through the DLAE any false, fraudulent, or dishonest conduct in connection with the program, so that DOT can take the steps (e.g., referral to the Department of Justice for criminal prosecution, referral to the DOT Inspector General, action under suspension and debarment or Program Fraud and Civil Penalties rules) provided in {}26.109. The City of South San Francisco also will consider similar action under our own legal authorities, including responsibility determinations in future contracts. XIV Overall Goals (§26.45) Amount of Goal The City of South San Francisco's overall goal for the federal fiscal year 2003 is the following: 2% of the federal financial assistance in DOT-assisted contracts. This overall goal is broken down into 1% race-conscious and 1% race-neutral components. Methodolotv See Attachment "B". Breakout of Estimated Race-Neutral and Race-Conscious Participation See Attachment "B". Page 9.34 1March 1 { Loi:al Assistance Procedures Manual EXHIBIT 9-A Model DBE Program for Local Agencies Process Starting with the federal fiscal year 2003, the amount of overall goal, the method to calculate the goal, and the breakout of estimated race-neutral and race-conscious participation will be required annually by June 1 in advance of the federal fiscal year beginning October 1 for DOT-assisted contracts. Submittals will be to the Caltrans' DLAE. An exception to this will be if FTA or FAA recipients are required by FTA or FAA to submit the annual information to them or a designee by another date. FHWA recipients will follow this process: Once the DLAE has responded with preliminary comments and the comments have been incorporated into the draft overall goal information, the City of South San Francisco will publish a notice of the proposed overall goal, informing the public that the proposed goal and its rationale are available for inspection during normal business hours at the City of South San Francisco's principal office for 30 days following the date of the notice, and informing the public that comments will be accepted on the goals for 45 days following the date of the notice. The notice must be published in general circulation media and available minority-focused media and trade association publications. The notice will include addresses to which comments may be sent and addresses (including offices and websites) where the proposal may be reviewed. The overall goal resubmission to the Caltrans DLAE, will include a summary of information and comments received during this public participation process and the City of South San Francisco's responses. This will be due by September 1 to the Caltrans DLAE. The DLAE will have a month to make a final review so the City of South San Francisco may begin using the overall goal on October 1 of each year. If there is a design build please refer to Appendix B of this Model DBE Program. XV Contract Goals (§26.51) The City of South San Francisco will use contract goals to meet any portion of the overall goal the City of South San Francisco does not project being able to meet by the use of race-neutral means. Contract goals are established so that, over the period to which the overall goal applies, they will cumulatively result in meeting any portion of the overall goal that is not projected to be met through the use of race- neutral means. Contract goals will be established only on those DOT-assisted contracts that have subcontracting possibilities. Contract goals need not be established on every such contract, and the size of contract goals will be adapted to the circumstances of each such contract (e.g., type and location of work, availability of DBEs to perform the particular type of work). The contract work items will be compared with eligible DBE contractors willing to work on the project. A determination will also be made to decide which items are likely to be performed by the prime contractor and which ones are likely to be performed by the subcontractor(s). The goal will then be incorporated into the contract documents. Contract goals will be expressed as a percentage of the total amount of a DOT-assisted contract. Page 9-35 I,PP 01-04 Nlnreh 1~. 2001 EXHIBIT 9-A Model DBE Program for Local Agencies Local Assistance Procedures Manual XVI Transit Vehicle Manufacturers (§26.49) If DOT-assisted contracts will include transit vehicle procurements, the City of South San Francisco will require each transit vehicle manufacturer, as a condition of being authorized to bid or propose on transit vehicle procurements, to certify that it has complied with the requirements of 49 CFR Part 26, Section 49. The City of South San Francisco will direct the transit vehicle manufacturer to the subject requirements located on the Internet at http://osdbuweb.dot.eov/programs/dbe/dbe.htm. XVII Good Faith Efforts (§26.53) Information to be Submitted The City of South San Francisco treats bidders'/offerors' compliance with good faith effort requirements as a matter of responsiveness. A responsive proposal is meeting all the requirements of the advertisement and solicitation. Each solicitation for which a contract goal has been established will require the bidders/offerors to submit the following information to the City of South San Francisco no later than 4:00 p.m. on or before the fourth day, not including Saturdays, Sundays and legal holidays, following bid opening: 1. The names and addresses of known DBE firms that will participate in the contract; 2. A description of the work that each DBE will perform; 3. The dollar amount of the participation of each DBE firm participation; 4. Written and signed documentation of commitment to use a DBE subcontractor whose participation it submits to meet a contract goal; 5. Written and signed confirmation from the DBE that it is participating in the contract as provided in the prime contractor's commitment; and 6. If the contract goal is not met, evidence of good faith efforts. Demonstration of Good Faith Efforts The obligation of the bidder/offeror is to make good. faith efforts. The bidder/offeror can demonstrate that it has done so either by meeting the contract goal or documenting good faith efforts. Examples of good faith efforts are found in Appendix A to Part 26 which is attached. The following personnel are responsible for determining whether a bidder/offeror who has not met the contract goal has documented sufficient good faith efforts to be regarded as responsive: The City Engineer. The City of South San Francisco will ensure that all information is complete and accurate and adequately documents the bidder/offeror's good faith efforts before a commitment to the performance of the contract by the bidder/offeror is made. Administrative Reconsideration Page 9-36 March 15. 2001 1 .PP O1-04 Lo'cai Assistance Procedures Manual EXHIBIT 9-A Model DBE Program for Local Agencies Within 10 days of being informed by the City of South San Francisco that it is not responsive because it has not documented sufficient good faith efforts, a bidder/offeror may request administrative reconsideration. Bidder/offerors should make this request in writing to the following reconsideration official: Mr. John Gibbs, Director of Public Works, 400 Grand Ave., South San Francisco, CA 94080, (650) 877-8538, E-mail: John.Gibbs@ssf. net. The reconsideration official will not have played any role in the original determination that the bidder/offeror did not make document sufficient good faith efforts. As part of this reconsideration, the bidder/offeror will have the opportunity to provide written documentation or argument concerning the issue of whether it met the goal or made adequate good faith efforts to do so. The bidder/offeror will have the opportunity to meet in person with the reconsideration official to discuss the issue of whether it met the goal or made adequate good faith efforts to do so. The City of South San Francisco will send the bidder/offeror a written decision on reconsideration, explaining the basis for finding that the bidder did or did not meet the goal or make adequate good faith efforts to do so. The result of the reconsideration process is not administratively appealable to Caltrans, FHWA or the DOT. Good Faith Efforts when a DBE is Replaced on a Contract The City of South San Francisco will require a contractor to make good faith efforts to replace a DBE that is terminated or has otherwise failed to complete its work on a contract with another certified DBE, to the extent needed to meet the contract goal. The prime contractor is required to notify the RE immediately of the DBE's inability or unwillingness to perform and provide reasonable documentation. In this situation, the prime contractor will be required to obtain the City of South San Francisco prior approval of the substitute DBE and to provide copies of new or amended subcontracts, or documentation of good faith efforts. If the contractor fails or refuses to comply in the time specified, The City of South San Francisco contracting office will issue an order stopping all or part of payment/work until satisfactory action has been taken. If the contractor still fails to comply, the contracting officer may issue a termination for default proceeding. XVIII Counting DBE Participation (§26.55) The City of South San Francisco will count DBE participation toward overall and contract goals as provided in the contract specifications for the prime contractor, subcontractor, joint venture partner with prime or subcontractor, or vendor of material or supplies. See the Caltrans' Sample Boiler Plate Contract Documents. Also, refer to XIII. "After Contract Award." XIX Certification (§26.83(a)) The City of South San Francisco ensures that only DBE firms currently certified on the Caltrans' directory will participate as DBEs in our program. XX Information Collection and Reporting Page 9-37 l~PP 01-04 March 15. 2001 EXHIBIT 9-A Model DBE Program for Local Agencies Local Assistance Procedures Manual Bidders List The City of South San Francisco will create and maintain a bidders list, consisting of information about all DBE and non-DBE firms that bid or quote on its DOT-assisted contracts. The bidders list will include the name, address, DBE/non-DBE status, age, and annual gross receipts of firms. Monitoring Payments to DBEs Prime contractors are required to maintain records and documents of payments to DBEs for three years following the performance of the contract. These records will be made available for inspection upon request by any authorized representative of the City of South San Francisco, Caltrans, FHWA, or DOT. This reporting requirement also extends to any certified DBE subcontractor. Payments to DBE subcontractors will be reviewed by the City of South San Francisco to ensure that the actual amount paid to DBE subcontractors equals or exceeds the dollar amounts stated in the schedule of DBE participation. · Reporting to Caltrans The City of South San Francisco - Final utilization of DBE participation will be reported to the DLAE using Exhibit 17-F of the Caltrans' LAPM. Confidentiality The City of South San Francisco will safeguard from disclosure to third parties information that may reasonably be regarded as confidential business information, consistent with federal, state, and local laws. City Manager Date: This Disadvantaged Business Enterprises Program is accepted by: [Signature of DLAE] Date: Page 9-38 l~,l~-oh 1 *. 9(1D1 I PP (11 L6cal Assistance Procedures Manual EXHIBIT 9-A Model DBE Program for Local Agencies APPENDIX A TO PART 26 -- GUIDANCE CONCERNING GOOD FAITH EFFORTS I. When, as a recipient, you establish a contract goal on a DOT-assisted contract, a bidder must, in order to be responsible and/or responsive, make good faith efforts to meet the goal. The bidder can meet this requirement in either of two ways. First, the bidder can meet the goal, documenting commitments for participation by DBE firms sufficient for this purpose. Second, even if it doesn't meet the goal, the bidder can document adequate good faith efforts. This means that the bidder must show that it took all necessary and reasonable steps to achieve a DBE goal or other requirement of this part which, by their scope, intensity, and appropriateness to the objective, could reasonably be expected to obtain sufficient DBE participation, even if they were not fully successful. II. In any situation in which you have established a contract goal, part 26 requires you to use the good faith efforts mechanism of this part. As a recipient, it is up to you to make a fair and reasonable judgment whether a bidder that did not meet the goal made adequate good faith efforts. It is important for you to consider the quality, quantity, and intensity of the different kinds of efforts that the bidder has made. The efforts employed by the bidder should be those that one could reasonably expect a bidder to take if the bidder were actively and aggressively trying to obtain DBE participation sufficient to meet the DBE contract goal. Mere pro forma efforts are not good faith efforts to meet the DBE contract requirements. We emphasize, however, that your determination concerning the sufficiency of the firm's good faith efforts is a judgment call: meeting quantitative formulas is not required. III. The Department also strongly cautions you against requiring that a bidder meet a contract goal (i.e., obtain a specified amount of DBE participation) in order to be awarded a contract, even though the bidder makes an adequate good faith efforts showing. This rule specifically prohibits you from ignoring bona fide good faith efforts. IV. The following is a list of types of actions which you should consider as part of the bidder's good faith efforts to obtain DBE participation. It is not intended to be a mandatory checklist, nor is it intended to be exclusive or exhaustive. Other factors or types of efforts may be relevant in appropriate cases. A. Soliciting through all reasonable and available means (e.g. attendance at pre-bid meetings, advertising and/or written notices) the interest of all certified DBEs who have the capability to perform the work of the contract. The bidder must solicit this interest within sufficient time to allow the DBEs to respond to the solicitation. The bidder must determine with certainty if the DBEs are interested by taking appropriate steps to follow up initial solicitations. B. Selecting portions of the work to be performed by DBEs in order to increase the likelihood that the DBE goals will be achieved. This includes, where appropriate, breaking out contract work items into economically feasible units to facilitate DBE participation, even when the prime contractor might otherwise prefer to perform these work items with its own forces. C. Providing interested DBEs with adequate information about the plans, specifications, and requirements of the contract in a timely manner to assist them in responding to a solicitation. Page 9-39 LPP O1-04 ~.,,,.t, ~ .~ '*nn~ EXHIBIT 9-A Model DBE Program for Local Agencies Local Assistance Procedures Manual D. (1) Negotiating in good faith with interested DBEs. It is the bidder's responsibility to make a portion of the work available to DBE subcontractors and suppliers and to select those portions of the work or material needs consistent with the available DBE subcontractors and suppliers, so as to facilitate DBE participation. Evidence of such negotiation includes the names, addresses, and telephone numbers of DBEs that were considered; a description of the information provided regarding the plans and specifications for the work selected for subcontracting; and evidence as to why additional agreements could not be reached for DBEs to perform the work. (2) A bidder using good business judgment would consider a number of factors in negotiating with subcontractors, including DBE subcontractors, and would take a firm's price and capabilities as well as contract goals into consideration. However, the fact that there may be some additional costs involved in finding and using DBEs is not in itself sufficient reason for a bidder's failure to meet the contract DBE goal, as long as such costs are reasonable. Also, the ability or desire of a prime contractor to perform the work of a contract with its own organization does not relieve the bidder of the responsibility to make good faith efforts. Prime contractors are not, however, required to accept higher quotes from DBEs if the price difference is excessive or unreasonable. E. Not rejecting DBEs as being unqualified without sound reasons based on a thorough investigation of their capabilities. The contractor's standing within its industry, membership in specific groups, organizations, or associations and political or social affiliations (for example union vs. non-union employee status) are not legitimate causes for the rejection or non- solicitation of bids in the contractor's efforts to meet the project goal. F. Making efforts to assist interested DBEs in obtaining bonding, lines of credit, or insurance as required by the recipient or contractor. G. Making efforts to assist interested DBEs in obtaining necessary equipment, supplies, materials, or related assistance or services. H. Effectively using the services of available minority/women community organizations; minority/women contractors' groups; local, state, and federal minority/women business assistance offices; and other organizations as allowed on a case-by-case basis to provide assistance in the recruitment and placement of DBEs. V. In determining whether a bidder has made good faith efforts, you may take into account the performance of other bidders in meeting the contract. For example, when the apparent successful bidder fails to meet the contract goal, but others meet it, you may reasonably raise the question of whether, with additional reasonable efforts, the apparent successful bidder could have met the goal. If the apparent successful bidder fails to meet the goal, but meets or exceeds the average DBE participation obtained by other bidders, you may view this, in conjunction with other factors, as evidence of the apparent successful bidder having made good faith efforts. Page 9-40 March 15.2001 I.PP Local Assistance Procedures Manual EXHIBIT 9-A Model DBE Program for Local Agencies APPENDIX B TO BE USED FOR DESIGN-BUILD CONTRACTS The following are hereby incorporated into the A=encys Disadvantaged Business Enterprise (DBE) Program: II Objectives/Policy Statement (§§26.1, 26.23) At the end of the first paragraph, add the following: The Agency recognizes that certain modifications are necessary to adapt the program for use in connection with design-build contracts, and has therefore established certain procedures applicable to design-build DBE contracts under the DBE Program. Public Contract Code Section 4109 requires subcontractors to be identified by the prime contractor for the subletting or subcontracting of any portion of the work in excess of one-half of 1 percent of the prime contractor's total bid. Exceptions are only in the cases of public emergency or necessity, and then only after a finding reduced to writing as a public record of the awarding attthority setting forth the facts constituting the emergency or necessity. The written public record of the awarding attthority/Agency as to either emergency or necessity is attached hereto (See Appendix C for sample). XIII Monitoring and Enforcement Mechanisms (§26.37) At the end of the first paragraph below "After Contract Award", add the following paragraph: After Design-Build Contract Award As described in the Section entitled "GOOD FAITH EFFORTS" below, each proposer for an Agency design-build contract will be required to submit a DBE Performance Plan as part of a responsive proposal. Following award of a design-build contract and during both the design and construction portions of the project, the design-build contractor will be required to submit documentation, in the form of progress reports described below, to show that the design-build contractor is meeting the contract goal for the project, or if the goal is not being met, the design-build contractor must submit satisfactory evidence that it has made good faith efforts, in accordance with Section XVII, to meet the goal. Evidence of good faith efforts, as described in 49 CFR Part 26 Section 26.53 and Appendix A, will be monitored by the Agency throughout the duration of the design-build project. At the end of the first paragraph below "Preconstruction Conference", add the following sentence: The contractor will promptly provide the Agency with the information required by the form entitled "Local Agency DBE Information" upon selection of any DBE or other subcontractor not previously identified by the design-build contractor. During the course of the contract, differences must be explained and resolved by either making corrections or requesting a substitution. Page 9-41 LPP 01-04 M.~,-oh lq anal EXHIBIT 9-A Model DBE Program for Local Agencies Local Assistance Procedures Manual At the end of the fourth paragraph below "Construction Contract Monitorint", add the following paragraph: The contractor will provide DBE Progress Reports to the Agency with each invoice and will provide an annual report on or before August I of each year of the design-build contract. Each report must also include a narrative summary stating whether the contractor is on target with respect to the DBE goal set forth in the design-build contract, whether the goal has been exceeded (stating the amount of the excess), or whether the contractor is behind target (stating the amount of the deficit). XVII Good Faith Efforts (§26.53) At the end of the third paragraph below "Information to be Submitted", add the following items: 7. A DBE Performance Plan containing a detailed description of the design-build contractor's planned methodology for achieving the DBE goal stated in the contract, including a description of the good faith efforts the design-build contractor intends to undertake to achieve that goal. 8. A design-build proposal must also include an affidavit that the proposer will either attain the DBE goals for the design-build contract or will exercise good faith efforts to do so. At the end of the first paragraph below "Demonstration of Good Faith Efforts", add the following sentence: If it is a design-build contract, each contractor proposing will be required to submit a DBE Performance Plan as part ora responsive proposal and good faith efforts. City Manager Date: This Disadvantaged Business Enterprise Program for design-build contracts is accepted by: [Signature of DLAE] Date: Page 9-42 Nlnrch lcd. L~cal Assistance Procedures Manual EXHIBIT 9-A Model DBE Program for Local Agencies APPENDIX C RESOLUTION OF THE (Agency Name) REGARDING NECESSITY OR EMERGENCY FOR SUBSEQUENT SUBCONTRACTOR IDENTIFICATION AND SELECTION FOR DESIGN-BUILD CONTRACTS (REQUIRED BY PUBLIC .CONTRACT CODE SECTION 4109 ENTITLED "Public Emergency Grounds For Change") A. EXPLANATION OF PUBLIC NECESSITY OR EMERGENCY B. FACTS CONSTITUTING THE PUBLIC NECESSITY OR EMERGENCY C. FINDINGS D. RESOLUTION FOR SUBSEQUENT IDENTIFICATION OF SUBCONTRACTORS E. ADOPTION OF PROCEDURE TO BE USED BY DESIGN-BUILD CONTRACTOR FOR SUBSEQUENT IDENTIFICATION OF SUBCONTRACTORS F. CERTIFICATE OF SECRETARY 1. MOTION MADE AND DATE 2. VOTING RESULTS 3. SIGNATURES (a) Secretary (b) Chairperson Page 9-43 LPP 01-04 n* .......... EXHIBIT 9-A Model DBE Program for Local Agencies Local Assistance Procedures Manual Page 9-44 March 15, 2001 CITY OF SOUTH SAN FRANCISCO DISADVANTAGED BUSINESS ENTERPRISE (DBE) PROGRAM OVERALL ANNUAL DBE GOAL AND METHODOLOGY FOR FEDERAL FISCAL YEAR (FFY) 2003 I. DOT-ASSISTED CONTRACTING PROGRAM FOR FFY 2003 Table 1 below represents five DOT-assisted projects the City of South San Francisco considered in the overall goal-setting process for FY 2002/2003. All projects have subcontracting opportunities and are anticipated to be awarded and/or expanded within the next two fiscal years: Table 1 Westborough Street Resurfacing $444,000.00 So. Airport Blvd Street Resurfacing $243,000.00 Table 2 below provides a summary of the corresponding subspecialty work grouped into two primary categories and identifies the Estimated Federal Dollar Share and the Percentage of Federal; Funding of each primary work category utilizing Caltrans' Work Category Codes (WCC) and comparable 2000 Census Business Patterns database North American Industries Classification System (NAICS) Work Codes. Table 2 Highway & Street 23411 $643,700.00 93.7% Construction Concrete Work 23571 $ 43,300.00 6.3% II. GOAL-SETTING PROCESS Step I: Determination o fa Base Figure for the Overall Annual Goal (26.45) To begin the goal-setting process, the City of South San Francisco determined the Base Figure for the relative availability of DBEs, by following on e of the five examples of approaches set forth in {}26.45 of the regulations. The following data sources were immediately available to the City of South San Francisco. For the numerator: The City of South San Francisco utilizes the Caltrans Bulletin Board System (BBS) Directory of Certified DBE Firms to determine the number of ready, willing and able DBEs in the City of South San Francisco' market area (further defined as San Mateo, Alameda, San Francisco and Contra Costa Counties). For the denominator: The City of South San Francisco utilized the 2000 U.S. Census Bureau County Business Patterns(CBP) Database to determine the number of ready, willing and able businesses in the City of South San Francisco' market area (further defined as San Mateo, Alameda, San Francisco and Contra Costa Counties). The City of South San Francisco made a concerted effort to ensure that: a) The scope of businesses included in the numerator is as close as possible to the scope included in the denominator. b) The NAICs codes included in the denominator is as close as possible to the Caltrans Work Category Codes (WCC) included in the numerator. This was accomplished by utilizing the conversion table between WCC and NAICs work codes provided by Caltrans. c) The geographic base included in the numerator is as close as possible to the U.S. Census Bureau County Business Patterns Database. This was accomplished by determining the corresponding zip codes for each county, within the City of South San Francisco' market area. The Base Figure was further adjusted by weighting the relative availability of DBEs within each primary work category, giving more weight to the work category the City is projected to spend more DOT-assisted dollars. The Base Figure resulting from this weighted calculation is a follows: Base Figure = CBP's in NAICS 23411'* Base Figure =.937 30 + .063 5 2029 230 Base Figure = .937(.0147856) + .063(.0217391) Base Figure = .0138541 + .0013695 Base Figure = .01522 X 100 = 1.52= 1.5%*** * For detailed listing of alt Caltrans ~Vork Categories grouped in each major category, refer to Exhibit A. ** For detail listing of all NAICS Work Codes groaped in each major category, refer to Exhibit B. *** Rounded to the nearest tenth. 93.7% (DBE's in C1601, C1901' + 6.3% (DBE's in C5110, C7301 CBP's in NAICS 23571 Step 2: Adjusting the Base Figure Upon establishing the Base Figure, the City of South San Francisco reviewed and assessed other known relevant evidence potentially impacting the relative availability of DBE within the City of San Francisco's market area in accordance with prescribed narrow tailoring provisions set forth under 49 CFR part 26. Evidence considered in making an adjustment to the Base Figure included the City of South San Francisco's past DBE Participation Goals and Actual Attainments on Similar Projects and Bidders Lists. A summary of these considerations follows: A. Proven Capacity of DBE Measured By Actual Attainment The following tables reflects the City of South San Francisco's DBE attainments on similar DOT- assisted projects, utilizing the 2% adopted goal: COMPLETED AND ON-GOING PROJECTS S~tus Pedestrian Bridge Seismic Retrofit Completed $ 179,019.00 10.5 Junipero Serra Blvd. Slope Repair In-Progress $2,155,316.84 10.68 (To Date) 1999-2000 StreetResurfacing Completed $1,129,342.11 8.59 2001-2002 StreetResurfacing Being Awarded $ 574,927.00 10.8 (BidEst.) B. City's Bidders List While a Bidders List would serve as a quantifiable evidence of DBE's demonstrated interest and capacity, the City has not established a tailored Bidders List. However, the City of South San Francisco will in accordance with Caltrans procedures institute program requirements to capture such information form all bidders and will utilize all relevant information in future goal -setting analysis. Resultant Base Figure After careful consideration of the above-mentioned evidence, particularly in the City of South San Francisco's DBE participation and attainments in the similar contracting program, the Base Figure of 1.5% was further adjusted upward by 0.5% to 2%. Although there were only two evidence/factors considered, the goal-setting process in a new procedure undertaken by the City of South San Francisco. For future goal-setting analysis, the City of South San Francisco will have the opportunity to fine tune the process each year as the City's experience grows and relevant data will be available, as well as current data will improve. In conclusion, after careful consideration of the above-named evidence/factors, including completed and on-going projects, the Overall Annual DBE Goal for the City of South San Francisco for FFY 2003 is 2%. III. OVERALL ANNUAL GOAL AND PROJECTION OF RACE-NEUTRAL AND RACE-CONCIOUS PARTICIPATION The Overall Annual (FFY 2003) DBE Goal for the City of South San Francisco' DOT assisted contracts is 2%. The overall goal is expressed as percentage of all DOT-assisted funds that the City of South San Francisco will expend in FHWA-assisted contracts in the forthcoming fiscal year. This goal further serves to identify the relative availability of DBEs based on the evidence of ready, willing and able DBE's to all comparable firms, which are known to be available to compete for and perform on the City of South San Francisco' DOT-assisted contracts. The Overall Annual Goal reflects a determination of the level of DBE participation, which would be expected absent the effects of discrimination. The City of South San Francisco projects meet 1% of the goal utilizing race-neutral methods, including making efforts to assure that bidding and contract requirements facilitate participation by DBEs and other small businesses in conformance with new regulatory requirements. The City of South San Francisco projects to meet the remainder of the goal 1% utilizing race-conscious measures, including utilizing contract-specific numeric goals, as necessary to achieve the overall goal. IV. PUBLIC PARTICPATION AND FACILATION In conformance with Public Participation Regulatory Requirements of 49 CFR part 26 and Caltrans Local Assistance Procedures Manual (LAPM), this goal analysis will be reviewed with minority, women, local business chambers, and community organizations within the City of South San Francisco' geographic market area. Additionally, the City of South San Francisco will publish a Public Notice in general circulation media announcing the City of South San Francisco's proposed.Overall Annual Goal for the FFY 2003 DOT-assisted contracts. Such Notice will inform the public that the proposed goal and its rationale is available for inspection at the City of South San Francisco' principal office during normal business hours for 30 days following the date of the Public Notice and that the City of South San Francisco will accept comments on the goal analysis for 45 days from the date of the Public Notice. The required public participation provisions will be fully satisfied prior to submitting the City of South San Francisco DBE Program and Overall Annual DBE Goal to Caltrans for final review and approval. CITY OF SOUTH SAN FRANCISCO DBE GOAL ANALYSIS FOR FFY 2003 J ESTABLISHMENT OF THE DENOMINATOR EXHIBIT B # OF ESTABLISHED FIRMS IN SAN MATEO, ALAMEDA, CONTRA COSTA & SAN FRANCISCO COUNTIES 1' CONSTRUCTION: Major Contra San Category: 23411: Highway & Street ConStrUction : :i San Mateo Alameda Costa Francisco Total NAICS CODE NAICS DESCRIPTION 23411 Highway & Street Construction 16 37 34 11 98 23412 Bridge & Tunnel Construction 1 3 4 8 23499 All Other Heavy Construction 24 36 48 21 129 23521 Painting & Wall Covering Contractors 177 227 203 157 764 23531 Electrical Contractors 185 316 193 168 862 23593 Excavation Contractors 34 59 63 12 168 TOTAL ESTABLISHED FIRMS: 437 678 545 369 2029 23571 23571 23571' Concrete Contractors Concrete Contractors TOTAL ESTABLISHED FIRMS: 57 74 85 14 230 [ 57 [ 74 I 85 I 14 I 230 G:/forms letters/exhibit b StaffReport DATE: TO: FROM: SUBJECT: November 13, 2002 Honorable Mayor and City Council Jennifer A. Bower, Director of Human Resources Resolution Adopting Salary Adjustment for the City Clerk and the City Treasurer RECOMMENDATION Adopt a resolution authorizing the City Manager to adjust the compensation for the City Clerk and the City Treasurer classifications. B ACKGROUND/DIS CUS SION The City Council reviewed the compensation data for the City Clerk classification. 1. City Clerk: The current City Clerk was appointed to her position in late January 1999 with an appropriate salary placement. The salary for the classification was assessed again in November 2001 with adjustments being made at that time retroactive to July 1, 2001. Recent, a survey was conducted using the standard comparison cities and survey methodology. The results of the survey found that the City Clerk classification, at the top step, was 2.87% below the market. 2. City Treasurer: Given that there are few agencies in which to compare City Treasurer compensation, a salary comparison study was not conducted. It is recommended that a 2.87% increase be given similar to the adjustment for the City Clerk. CONCLUSION 1. It is recommended that for the City Clerk classification effective the payperiod including 7/1/02, adjust the City Clerk's salary range by the market, which is 2.87%, as well as increase the incumbent's pay by that same amount. 2. For the City Treasurer classification, it is recommended that effective the payperiod including 7/1/02, increase the City Treasurer's salary range by the 2.87%, as well as increase the incumbent's pay by that same amount. , ...Jennifer A. Bower Director of Human Resources JAB- i 1/6/g002 S :XSurveyskElected Officials\City Clerk\02-03XStaff report.doc Approved By: City Manager RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING AN ADJUSTMENT TO THE COMPENSATION RATES FOR THE CITY CLERK AND CITY TREASURER NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby authorizes that the City Clerk's pay classification is hereby increased by 2.87% and that her pay is increased by that same amount and that the City Treasurer's pay classification is hereby increased by 2.87% and that her pay is increased by that same amount. 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 ,2002 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk F:\file cabinet\Current Reso's\l 1-13clerk.treasurer.salary.res.doc Staff Report DATE: TO: FROM: SUBJECT: November 13, 2002 The Honorable Mayor and City Council Director of Public Works ORANGE PARK SCULPTURE GARDEN PROJECT NO. 51-13232-0119 (PR-99-7), BID NO. 2305 RECOMMENDATION: It is recommended that the City Council, by motion, accept the Orange Park Sculpture Garden project as complete in accordance with the plans and specifications. BACKGROUND: This project constructed a new sculpture'garden at Orange Park adjacent to the tennis courts and bocce ball courts. New walkways, lighting, benches, landscaping, and irrigation were installed. A center piece sculpture "Safehaven" was purchased by the City and installed by the contractor. The project has been inspected by City staff and is complete in accordance with the plans and specifications. Acceptance of the project will provide authorization for staff to file a Notice of Completion and to release the payment performance bond and ten percent retention at the end of the thirty day lien period. FUNDING: The construction project was completed at a cost of $392,507.32. Funds have been set aside in the 2001-02 Capital Improvement Program (CIP) for $350,000. At the time of award, an additional $113,239 was added to the project for a total of $463,239. The following is a summary of the project cost: By: Design & City Admin costs Construction Construction Administration/Insp TOTAL Director~of Public Works $ 55,000.00 $392,507.32 $ 14,500.00 $462,007.32 Approved://~'~/~ Michael A. Wilson City Manager FK/JG/ed Sta Re, ort DATE: TO: FROM: SUBJECT: November 13, 2002 Honorable Mayor and City Council Director of Parks, Recreation and Maintenance Services Resolution Authorizing Purchase of Two Bronze Sculptures for the Orange Memorial Park Sculpture Garden RECOMMENDATION It is recommended that the City Council adopt the attached resolution authorizing the purchase of two bronze sculptures by Corrine Hartley, represented by Chris Payne's Terbush Gallery in Santa Fe, New Mexico, at a cost of $22,695. The sculptures are to be installed in the Orange Memorial Park Sculpture Garden. BACKGROUND/DISCUS SION The Orange Memorial Park Sculpture Garden was dedicated on September 7, 2002, with one central piece of sculpture installed, a bronze sculpture of a mother and child entitled "Safehaven". The Cultural Arts Commission has as a goal to continue to place additional pieces of sculpture in the garden over time. They have expressed an interest in a combination of outright purchase of pieces, and a "loan art" program. The Sculpture Garden sub-committee is comprised of Joy-Ann Wendler, Dennis Crossland, A1 Dimminger, Karen Ochsenhirt, and Elizabeth Nisperos. The sub-committee focused first on the central area of the garden, and suggested following a nurturing, "universal theme" of family and friendship. In other sections of the garden they would like to see different themes, styles, and materials represented. They selected two life-size bronze sculptures, one of a pair of children, "Take My Hand," and a child carrying a dog, "Heavy Load," which support and compliment the central piece. If approved, the pieces are slated for installation flat on the concrete, not on pedestals, on the two viewing pads, or sculpture sites, located on the circular path around "Safehaven". The Commission would like to see the installation completed by the end of the year. Staff Report To: Honorable Mayor and City Council Subject: Resolution Authorizing Purchase of Sculpture for the Orange Memorial Park Sculpture Garden Date: November 13, 2002 Page 2 At their regular meeting on October 17, 2002, the full Commission voted unanimously in favor of recommending the pieces to the City Council for approval. A color copy of the pieces is attached. The costs for the pieces are as follows: Appraised Discounted Value Price Production Number in Limited Edition "Heavy Load" $11,800 $ 9,085 9/40 "Take My Hand" $16,000 $13,600 16/40 TOTAL $22,695 These prices include tax and shipping. Commissioner Wendler was able to get a discounted price from the gallery because the purchase of two sculptures is being considered, and the gallery's interest in having the pieces installed in a prominent public setting. As indicated above, the sculptures are produced in a limited edition of 40. The city will receive certificates of authenticity, and a letter of appraisal for the pieces. The gallery has indicated that the appraised value of the pieces should increase over the years, particularly after the edition is sold out and the piece is no longer being produced. They will periodically provide the city with an updated appraisal if requested. Unlike the city's two previous sculpture commissions, which were contracted with individual artists, the purchase of these pieces through a gallery does not require a contract. The gallery will ship the pieces upon payment. There is a 6-month warranty against defect on the materials or finish, although under normal conditions the sculptures should endure for many years. The city will install the sculptures in-house. Minimal maintenance is required, with only cleaning and an annual application of paste wax recommended. FUNDING If approved, this purchase will be expended from the capital funds administered by the Commission through the operating budget. Although the Commission did not receive any allocation during the current year due to efforts to reduce the budget, they have sufficient funds from a $20,000 allocation in 2001/02, combined with $28,000 from the Cultural Arts Events Fund that was transferred to the Commission by Resolution 20-98 on February 25, 1998. RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CAL~ORNIA A RESOLUTiON AUTHORIZING THE PURCHASE OF TWO BRONZE SCULPTURES BY CORRINE HARTLEY FROM TERBUSH GALLERY IN THE AMOUNT OF $9.9~,695. WHEREAS, staff recommends the purchase of two life-size bronze sculptures; and WHEREAS, at their regular meeting on October 17, 2002, the Cultural Arts Commission voted unanimously in favor of recommending the pieces to the City Council for approval; and WHEREAS, if approved, this purchase will be expended from the capital funds administered by the Cultural Arts Commission through the operating budget. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby authorizes the purchase of two bronze sculptures created by Corrine Hartley from Terbush Gallery in the amount of $22,695. 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 ,2002 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk F:\file cabinet\Current Reso's\l 1-13bronze,sculptures.res.doc DATE: TO: FROM: SUBJECT: Staff Report November 13, 2002 The Honorable Mayor and City Council Jennifer A. Bower, Director of Human Resources And Steven T. Mattas, City Attorney Implementation of a Public Agency Retirement System (PARS) Supplemental Retirement Plan for the City Manager RECOMMENDATION: Approve a motion to note receipt and file the findings of the report prepared by the City-retained Actuary related to the PARS supplemental retirement enhancement program for the City Manager as specified in the Employment Agreement between the City and City Manager BACKGROUND/DISCUSSION: The employment agreement between the City and the City Manager provides for an enhanced retirement benefit for the City Manager resulting in up a .5 percent stackable benefit to be administered through PARS. Creating a supplemental retirement plan supports the City Council's goal relative to retention of the City Manager. During his tenure with the City, the annual costs of the benefit will paid for by the City Manager through pre-tax payroll deductions. The process for adoption of the supplemental retirement benefit requires that the City Council first make available at a public meeting the future annual costs of the benefit as determined by an actuary. At least two weeks thereafter, the City Council may adopt the resolution approving the program. This staff report presents the first step in the two step process. As required by Government Code Section 7507, the City secured the services of an enrolled actuary to determine the future annual costs of providing the proposed plan benefits. The projected actuarial cost of the proposed plan assuming an annual interest rate return of 7.5 percent is 15.5% of the City Manager's current annual salary, which is approximately $27,700 per year. In addition there are, similar to PERS, annual administrative fees of approximately $3,600 to $4,000 per year for the plan administration. By: ~ Approved: 171ir'ector of Human Resources Steven ~. Mattas City Attorney 603356-1 City Council 9. Motion to cancel the regular meeting of November 27, 2002 and schedule a special meeting for November 20, 2002 StaffReport DATE: TO: FROM: SUBJECT: November 13, 2002 Honorable Mayor and City Council City Treasurer INVESTMENT POLICY RECOMMENDATION: It is recommended that the City Council approve a resolution implementing the City Treasurer's Investment Policy per SB564, Chapter 783 of the Government Code of the State of California. BACKGROUND/DISCUS SION Beverly Bonanza-Ford t,r City Treasurgr The City Treasurer is required to bring the City's Investment Policy to the City Council annually as a result of state legislation enacted in 1996. The investment policy follows the recommended format set down by the California Municipal Treasurers' Association. The primary concept used in this policy is the "Prudent Person Standard" which applies prudence, discretion, and intelligence towards the management of City funds. The objective of this policy, which is more commonly known as "SLY," is to maintain Safety, Liquidity and Yield. Approved://~~'Michael A. ~ City Manager Attachments: Resolution Investment Policy CITY OF SOUTH SAN FRANCISCO STATEMENT OF INVESTMENT POLICY INTRODUCTION: The following statement is intended to provide guidelines for the "Prudent Person Standard" of investment of the City's temporary idle cash and to outline the policies for an effective cash management system. Investments shall be made with judgment and care which persons of prudence and intelligence exercise in the management of their own affairs considering safety of principal as well as probable income to be derived. The City's cash management system accurately monitors and forecasts revenues and expenditures enabling the City to invest funds to the fullest extent possible. The City Treasurer attempts to obtain the highest yield possible as long as investments meet the criteria established for safety and liquidity. This investment policy includes all City funds except retirement, pension, or bond funds. The investment policies and practices of the Treasurer of the City of South San Francisco are based upon federal, state, and local laws as well as prudent money management. The primary objectives of these policies are: To assure compliance with all federal, state, and local laws governing the investment of monies. 2. To maintain the principal of the City's investments. o To generate the maximum amount of investment income within the parameters of this statement of investment policy. To remain sufficiently liquid to meet all operating expenses that can be reasonably anticipated. TREASURER'S INVESTMENT OBJECTIVES: SAFETY OF PRINCIPAL is the foremost objective of the investment policy. The Treasurer shall seek to ensure that capital losses are avoided with each investment transaction. The objective is to mitigate credit risk (the loss due to failure of the security issuer or broker) and interest rate risk (the market value of the security in the portfolio will fall due to changes in general interest rates). LIQUIDITY is the second most important objective of the investment policy. It is important that a portion of the portfolio contain investments, which can be easily liquidated with minimal, or no risk to principal and/or interest. The longest maturity of 1 any investment shall be five years. The portfolio shall be structured so that sufficient funds are readily available to meet all reasonably anticipated operating expenses. YIELD is the interest earned by the City Treasurer on monies invested. The City's fund shall be designed to attain a market-average rate of return (defined as the average return on a three month U.S. treasury bill) through various economic cycles. Yield will be considered only after the basic requirements of safety, liquidity, and credit quality have been met. AUTHORIZED INVESTMENTS: The following list of investments is deemed prudent and acceptable by the government code of the State of California and the Municipal Treasurers Association of the United States and Canada. This affords the City a wide range of investment opportunities. The City is governed by the California Government Code, Section 53600 et. seq. Within the context of these limitations, the following investments are authorized: U.S. TREASURY SECURITIES for which the faith and credit of the U.S. are pledged for the payment of principal and interest. OBLIGATIONS ISSUED BY AGENCIES OF THE UNITED STATES GOVERNMENT, including the Government National Mortgage Association (GNMA), the Federal Farm Credit Bank System (FFC), the Federal Home Loan Bank Board (FHLB), the Federal National Mortgage Association (FNMA), the Federal Home Loan Mortgage Corporation (FHLMC), and the Tennessee Valley Authority (TVA). BANKER'S ACCEPTANCES are bills of exchange or time drafts drawn on and accepted by a commercial bank which are eligible for purchase by the Federal Reserve System. There is a time limit (180 days) and a 20% limit of surplus money which may be invested in bankers acceptances by municipalities. No more than $5.0 million may be invested in any one institution. COMMERCIAL PAPER must be of prime quality of the highest rating (P 1 by Moody's or A1 by Standard and Poors). Eligible paper is limited to corporations organized and operating within the U.S. and having total assets of at least $500,000,000. There are also limitations as to the percent (15%) of the portfolio, the time of investment (270 days), and the dollar amount invested in any one bank or corporation ($3.0 million). CERTIFICATES OF DEPOSIT are not really considered investments in the true sense of the word. They allow the City Treasurer to select the exact amount, the day of maturity, as well as the exact depository. (There are penalties for withdrawal of funds prior to the original maturity date.) Since time deposits are not liquid, no more than 20% shall be invested in this type of investment for no longer than one year. Any investment over the $100,000 FDIC insurance shall be collateralized at 110% with United States Treasuries. No more than $5.0 million may be placed in any one institution. 2 REPURCHASE AGREEMENTS (Repos) allow a purchase of securities by a local agency; by agreement, the seller will repurchase the securities on or before a specified date and for a specified amount. The maturity should not exceed ninety days. Repos should only be purchased when a purchase agreement is executed with a bank in which the underlying U.S. Treasuries pledged as security shall have a market value of at least 102% of the funds borrowed. THE LOCAL AGENCY INVESTMENT FUND is a pooled fund managed by the state treasurer whose permitted investments are identified in the government code. L.A.I.F. provides for deposits up to a maximum of forty million dollars ($40,000,000). L.A.I.F. offers high liquidity as deposits and withdrawals can be wired to and from South San Francisco on the same day, provided the request is made before 10:00 A.M. THE SAN MATEO COUNTY INVESTMENT FUND established for the benefit of local agencies, is a pooled fund managed by the San Mateo County Treasurer. Various county monies due local agencies are deposited in the fund rather than forwarded to the local agencies in check form. MUTUAL FUNDS are shares of beneficial interest issued by diversified management companies, as defined by Section 23701 M of the Revenue and Taxation Code. To be eligible for investment, these funds must strive to maintain a net asset value of $1.00 per share at all times and: a) Attain the highest ranking in the highest letter and numerical rating provided by not less than two of the three largest nationally recognized rating services; or b) Have an investment advisor registered with the Securities and Exchange Commission with not less than five years experience investing in the securities and obligations, and with assets under management in excess of five hundred million dollars; and c) Invest solely in those securities and obligations authorized by Sections 53601 and 53635 of the California Government Code. Where the City's Investment Policy may be more restrictive than the State Code, the Policy authorizes investments in mutual funds that shall have minimal investment in securities otherwise restricted by the City's Policy. Minimal investment is defined as less than 5 percent of the mutual fund portfolio. Mutual fund investments shall not exceed 20% of the portfolio, with no more than 10% of the portfolio invested with any one institution. MEDIUM-TERM NOTES issued by corporations organized and operating within the United States or by depository institutions licensed by the United States or any state and operating within the United States. Notes eligible for investment under this subdivision shall be rated in a rating category of "A" or its equivalent or better by a nationally recognized rating service (Standard and Poors, Moody's, or Fitch). Purchases of medium-term notes may not exceed 10 percent of the agency's surplus money nor to be invested for longer than five years. No more than $2.0 million may be invested in a single issuer corporation. DEPOSITORY SERVICES Monies must be deposited in state or national banks, state or federal savings and loan associations, or state or federal credit unions in the state of California. The monies may be in inactive deposits, active deposits, or interest-bearing active deposits. The deposits in any institution cannot exceed the amount of the bank's or savings and loan's paid up capital and surplus. The bank, savings and loan, or federal credit union must secure the active and inactive deposits with eligible government securities having a market value of at least 110% of the total amount of the deposits. QUALIFIED DEALERS AND INSTITUTIONS The City shall transact business only with national or state-chartered banks, savings and loans, federal credit unions, and registered investment securities dealers. The purchase by the City Treasurer of any investments shall be purchased from an institution licensed by the state as a broker-dealer, a national or state-chartered bank, a federal or state association, or a brokerage firm designated as a primary government dealer by the Federal Reserve Bank. The City Treasurer shall investigate all institutions who wish to do business with the City in order to determine if they are adequately capitalized, make markets in securities appropriate to the City's needs, and agree to abide by the conditions set forth in the investment policy of the City of South San Francisco. SAFEKEEPING AND CUSTODY OF SECURITIES To protect against potential losses caused by the collapse of individual securities dealers, all securities owned by the City, except for investments with LAIF, the San Mateo County Investment Pool, Repurchase Agreements, CD' s, mutual funds, or Commercial Paper with maturities often days or less shall be kept in safekeeping by a trust department of a third party bank acting as agent for the City under the terms of a custody agreement executed by the bank and by the City. These funds will be held in the City's name. All trades will be executed by delivery vs. payment (DVP). This ensures that securities are deposited to the third party safekeeper prior to release of funds. COLLATERALIZATION Collateralization is required on two types of investments: certificates of deposit of over $100,000 (CD's) and repurchase agreements (Repos). The collateralization level must be at least 102% for Repos and 110% for CD's. AUTHORIZED FINANCIAL DEALERS AND INSTITUTIONS The following institutions are approved by the City Treasurer to conduct business with the City: 1. L.A.I.F. (Local Agency Investment Fund) 2. San Mateo County Pool (automatic for tax monies) 3. Wells Fargo Bank 4. First Tennessee Bank 5. First National Bank of Northern California At present the City Treasurer does not deal with individual brokerage companies. Any broker/dealer/bank representative that the City purchases securities from, other than LAIF and the San Mateo County Pool shall be provided with an updated City Investment Policy on an annual basis. They must sign a letter acknowledging they have received and read the Policy, that they agree to comply with it, and that they will notify the City Treasurer within 24 hours of a ratings downgrade of any Commercial Paper or Medium Term Corporate Notes the City has purchased through them. ETHICS AND CONFLICTS OF INTEREST There is a yearly mandated Form 700 issued by the state of California whereby all elected officials, including the City Treasurer, must disclose all personal assets such as stocks, bonds, properties, business entities, etc., in which said officials may be involved and which could create a conflict of interest with the proper execution of their offices or impair their ability to make impartial decisions. INTERNAL CONTROLS The Treasurer is responsible for establishing and maintaining an internal control structure designed to ensure that the assets of the entity are protected from loss, theft, or misuse. The internal control of the structure shall be designed to provide reasonable assurance that these objectives are met. The Director of Finance shall establish a process for an annual independent review by an external auditor to assure compliance with policies and procedures. The auditor shall meet with the City Treasurer and propose possible needed changes to the investment policy and/or comment on the diversification of the portfolio. Management responsibility for the investment program is delegated to the elected City Treasurer who shall be responsible for all investment transactions, the Deputy City Treasurer, appointed by the City Treasurer, acts at the discretion and direction of the City Treasurer. The City shall establish an investment oversight committee. The committee shall consist of the City Treasurer, the City Manager, the Finance Director, and the Assistant Finance Director as his alternate. The purpose of the committee is to: · Review the portfolio on a quarterly basis to ensure compliance with the City's investment policy and the requirements of the State of California. · Make recommendations to Council to change the investment policy where appropriate. Meet as needed to review the investment portfolio as a result of changes in the marketplace or the economic position of any company or agency that affects the City's investments. City Treasurer and Finance Director shall monitor ratings on Medium Term Notes on a monthly basis. The City Treasurer will report on any recommendations and/or actions taken by the investment oversight committee in her quarterly reports to the City Council. WIRE TRANSFER CONFIRMATIONS Due to the need to preserve segregation of duties and checks and balances, all outgoing wire transactions initiated by the City Treasurer (except for investments with LAIF or the San Mateo County Investment Pool) shall be confirmed by the bank with a person within the Finance Department prior to the completion of that wire transfer. REPORTING The Treasurer shall present to the City Council a quarterly report showing the types of investments, institutions of investment, dates of maturity, amounts of deposit, current market value for all securities, rates of interest, and such data as may be required by the City Council. The State of California will be supplied with yearly reports per the State Code. POLICY REVIEW This investment policy shall be reviewed annually to ensure its consistency with the overall objectives of safety of principal, liquidity, and yield. The policy should also be relevant to current law, financial and economic trends, and should meet the needs of the City of South San Francisco. Beverly ]~6nalanza-For~ City Treasurer, South San Francisco BF:JS:rcf DriveF/corresp/Trea Invest Policy 2002 RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING THE CITY TREASURER'S INVESTMENT POLICY WHEREAS, the City Treasurer has purposed the attached City Treasurer's Investment Policy; and WHEREAS, the investment policy is consistent with the recommended format developed by the California Municipal Treasurers' Association. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby approves the implementation of the City Treasurer's Investment Policy, attached hereto as Exhibit "A." 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 ,2002 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk F:\file cabinet\Current Reso's\l 1-13investment. policy.res.doc StaffReport DATE: TO: FROM: RE: November 13, 2002 Honorable Mayor and City Council City Manager Conference Center Executive Director San Mateo County Convention and Visitors Bureau Business Improvement District RECOMMENDATION It is recommended that the City Council accept this report regarding South San Francisco's first year of participation in the San Mateo County Convention and Visitors Bureau (Bureau) Business Improvement District (BID) and maintain its participation for a second year. BACKGROUND/DISCUSSION On September 26, 2001, the Council took action to advise the City of Burlingame of South San Francisco's decision to become participants in the Bureau BID. As a result, the Bureau began providing services on January 1,2002; two of South San Francisco's hotels chose to participate early on October 1,2001. Since that time, quarterly meetings have been held with the South San Francisco hotel community; and Anne LeClair, CEO/President of the Bureau, and her staff have made presentations of their activities and results. They have regularly sought input and suggestions from the South San Francisco hotels regarding the Bureau's programs. These meetings are in addition to the day-to-day communications, lead distribution, special event involvement, planning sessions, etc. that take place. South San Francisco now has two hotel representatives on the Bureau Board of Directors- Paul Herbert, General Manager of the Best Western Grosvenor Hotel, and Jim McGuire, General Manager of the Four Points Sheraton. In addition, Mr. McGuire has been recently appointed to a Vice Chairman position on the Board for next year. This makes him a member of the Executive Committee. The Conference Center Director also serves on the Board of Directors as a Tourism Industry member. Three of the nineteen Board members are from South San Francisco properties. Honorable Mayor and City Council November 13, 2002 Page Two In preparation for this report, Ms. LeClair has provided the most recent Bureau Annual Report for your review. In addition she provided a specific, recent example of her staff at work on behalf of South San Francisco's hotel industry. This is but one example of the many, many day-to-day activities that take place on our collective behalf. Ms. LeClair will be out of town attending an industry event on November 13, but Mr. McGuire and Ms. O'Toole will be in attendance to speak about the Bureau's programs and activities. Also in preparation for this report, Mr. Herbert and Mr. McGuire sent a letter to the South San Francisco hotel group as a follow up to the last hotel group meeting. The letter advised everyone of this report to the City Council and requested input. No information was received. The South San Francisco Board representatives will continue to seek input from the hospitality industry and provide information they receive during Board meetings to the hotel members. The South San Francisco hotel group wants to remain part of the BID for a second year. They are working with the Bureau staff on a day-to-day basis and seeing results from the efforts. During these tough economic times, the Bureau's sales and promotional programs are even more welcome as we all work together to recapture the business levels that we once all enjoyed. Should the Council accept the position of the South San Francisco hotel group to remain a part of the Bureau BID for another year, no notification is required to the City of Burlingame, the BID lead agency. Notification would only be required if South San Francisco decided to withdraw from the Bureau BID for 2003. City Manager Conference Center Executive Director Enclosures: Bureau Annual Report Specific Example of Bureau Efforts Herbert/McGuire Letter to Hotels McGuire Letter San Mateo County Convention & Visitors Bureau & Tourism Business Improvement District ANNUAL REPORT October 1, 2002 ADDITION of SOUTH SAN FRANCISCO The calendar year 2002 has been one of enormous challenges and incredible milestones for the San Mateo County Convention & Visitors Bureau. We began by welcoming the City of South San Francisco into the Tourism BID in January. Board members from South San Francisco were added to the TBID Advisory Board, as well. SALES TEAM ENHANCEMENT In accordance with our plans, our sales staffwas expanded following the addition of South San Francisco. We rounded out our staff by adding a second representative in Sacramento, doubling our presence there. In September, we added a representative in Chicago, the second largest association market in the country. These additions give us a full sales team: three in-house to handle the SMERF market (social, military, educational, retiree and fraternal groups); sports market and corporate/western states' association market; a rep in Washington, DC handling the national association, federal government and Eastern corporate market; a representative in the Los Angeles area handling all Southern California markets; and our two reps in Sacramento, one handling the state association market and the other the state government market. MEETING PLANNER OUTREACH EXPANSION Members of the Bureau team exhibited in and/or attended over 50 different shows throughout the US to promote our county as a meeting destination. (As a frame of reference, two years ago, the Bureau had two sales managers and was participating in approximately five shows per year.) With most shows, advance mailers were sent to entice conference attendees to our booth, allowing our team to "tell our story". All booth and display materials have been redone in triplicate, allowing field representatives to maximize exposure, as well. Photo CDs and laptops have been provided to all field offices for use selling our area at trade shows and in meetings. A reception was held for meeting planners in Sacramento in May, with over 100 people in attendance. Every property in the TBID was invited to send its director of sales or general manager to attend. Numerous meeting leads were secured and relationships created as a result of San Mateo County Convention & Visitors Bureau & Tourism Business Improvement District Annual Report October 1, 2002 Page 2 the reception. Similar receptions are planned in Chicago and Los Angeles during the final quarter of this year. Two familiarization ("fam") bus trips were conducted for groups of meeting planners, as well, one emphasizing the Bayside and one the Coastside. The one-day Coastside lam tour was in the spring. The Bayside "fam", conducted in August for meeting planners from Sacramento, was two days long. Numerous meeting leads have already been generated by these fams and a small fam trip for meeting planners from the East Coast is in the planning stages. In an effort to build and maximize relationships with meeting planners, Bureau staff members have joined and participated in numerous organizations on the regional, state and national level, including American Society of Association Executives, Professional Conference Management Association, Meeting Planners International, Society of Government Meeting Planners and Black Meeting Planners. We also participate with CVBs that have offices in Washington, DC and Chicago, co-hosting a reception in DC every October for meeting planners there. Sponsorships of events has become key for the Bureau, and we have assisted with events such as the NCCMPI golf tournament, California and Northern California Society of Association Executive events; Greater Washington (DC) Society for Association Executives and Southern California SAE, as well as sports association events. We have also hosted two dinners for prospective clients in the Washington, DC area. ADVERTISING OUTREACH EXPANSION We greatly enhanced our print advertising aimed at meeting planners and leisure travelers through ads in such publications as Travel and Leisure, VIA Magazine, California Visitors Guide; Los Angeles Magazine, Meetings West, Successful Meetings, ASAE Annual Meeting Guide, various sports planners publications, Sacramento, Fresno and Modesto Bees; LA Times and Flying Adventures. Ads were also placed in target market business publications, such as the Napa business directory, and in area publications to entice area residents to discover and stay in their own back yards for a few days. These print ads featured an offer for free visitor information and all results were tracked to assist us in determining where we will repeat placement of our advertising. Our visitor guides have been placed in five California Welcome Centers throughout the state, from Redding to Oceanside/San Diego. Approximately 40,000 of the 80,000 guides went to driving visitors stopping at those centers. San Mateo County Convention & Visitors Bureau & Tourism Business Improvement District Annual Report October 1, 2002 Page 3 A web-advertising program was implemented with AOL beginning in August for target market areas LA, Chicago and Sacramento. Results are being tracked to determine whether the effort generates solid results. The Bureau also sponsored a cable program in Santa Clara County for a few days in September, which included a video on San Mateo County and an interview encouraging businesses and individuals there to visit and stay in the county next door. In addition, the Bureau repeated a cable spot in conjunction with the Grand National Rodeo. TRAVEL WRITER CONTACTSEXPANDED To increase exposure for our area, the Bureau joined the Bay Area Travel Writers Association and is now joining the Society of American Travel Writers. A Bureau employee attended a BATW meeting in San Francisco and made a presentation on San Mateo County. Two Bureau employees attended the national Travel Media Showcase in Montgomery, Alabama in June and conducted one-on-one private meetings with nearly 40 travel writers, sharing numerous stow ideas on our county. San Mateo County was the only California venue represented at the show and the writers from the show have made several follow-up inquiries. Individual "fams" are being set up for writers with stow assignments on the county. A two-day group "fam" was conducted in August for 17 travel writers who are members of BATW. The trip was an enormous success and several articles/book mentions are expected to result. The attendees, who were from as far north as Redding and as far south as Santa Cruz, write for publications which include: Travel & Leisure, McCall's; New York Post, Ms. Magazine, Ladies Home Journal, Modern Bride, VIA, LA Times, Miami Herald, Santa Cruz Sentinel; Sunset, the Denver Post and Alaska Airlines Magazine. Several remarked that they had never seen as complete a press kit as they received on our fam. CREATION OF NEW PROMOTIONAL MATERIALS The Bureau created several new promotional pieces this year, including a new visitors guide, new visitors map, a meeting planner guide featuring properties with on-site meeting space and their facilities and special brochures on historical tours; sports and recreation; and beaches and parks. Distribution of the Bureau's bi-monthly calendar of events nearly doubled in the last year. We now circulate 10,000 events calendars every two months. In addition, the Bureau's website was completely redesigned to facilitate use by meeting planners, leisure travelers and individuals in the film industry seeking assistance from our film San Mateo County Convention & Visitors Bureau & Tourism Business Improvement District Annual Report October 1, 2002 Page 4 commission. On-line reservations capability has been built into the new site, as has a meetings "leads" form for meeting planners. Hotel "hot dates" are included in the new site, as well. PROSPECTIVE VISITORS CONTACTED MONTHLY As people have responded t o Bureau advertising a nd h ave requested visitor packets, a visitor database has been created. The Bureau conducted surveys to secure emails from prospective visitors and added those to the database. On a monthly basis, the Bureau now surveys all properties for "hot dates" and special rates for the upcoming month and then incorporates those into a special ebulletin to prospective visitors describing upcoming events for the month. These monthly bulletins began in July. SALES PRODUCTION CLIMBING Through the Bureau's reconfiguration of the sales staff, expansion of promotion, improvement of collateral and better pre-qualification of leads (prospective business), the Bureau and its member properties are converting record numbers of "tentative" leads (prospective room leads) into definite bookings. Selling charts have been created for all key markets against which San Mateo County regularly sells, emphasizing our outstanding climate, low crime rate and nearly non- existent humidity. "Tentative" (prospective) meeting room leads are being sent out in record numbers at the Bureau. FILM COMMISSION PROVING EFFECTIVE The San Mateo County Film Commission was extremely busy all year. Recent special projects that took place in the county include student and educational films, a documentary (Heartbeat - The Rhythms of Evelyn Glennie), TV series shoots (Animal Planet A Nose for Crime; Bay Area Backroads; the Japanese program Super Teacher; "Salmon for Corleone" [Belgium]; "House Calls" [Home & Garden channel]), plus parts of an upcoming feature film (House of Sand and Fog). Our area is also under consideration for two other feature films to be shot in 2003. Several still shoots took place here, among them: Handspring, TIVO, Nextel, VW, Mervyn's, Macy's and Neiman Marcus' Garden Book. Background for the Neil Young music video was also shot here, as were television commercials for Chevy Trucks, Chrysler, Saturn, Toyota, Subaru, and Yahoo. San Mateo County Convention & Visitors Bureau & Tourism Business Improvement District Annual Report October 1, 2002 Page 5 Our county had several pages in the On Site California 2002 book created for producers and shots of our area now appear in promotional brochures distributed by the California Film Commission. Our film commissioner participated in shows and events aimed at site scouts, directors and producers to maximize our exposure. We continue to follow up immediately on any and all requests from scouts for possible filming locations and our film commissioner initiates several calls every day to sources of potential business. MARKETING PLAN FOR 2003 Following a year of careful tracking of the results of our shows, advertising and outreach, we are now able to invest our marketing dollars in the areas that will generate the greatest return. Our sales team is currently refining the list of trade shows for 2003, which we will be sending out to all of the directors of sales at our member properties for their input. We will exhibit again in shows proven to be productive. We plan to hold receptions once again in Sacramento, Chicago, and Los Angeles and to repeat the client dinners in Washington, DC. Small "fams" will be conducted for groups from each of these areas, as well. Our print advertising dollars will be spent primarily in publications such as Travel and Leisure and VIA, which have generated the greatest interest for our area. We are currently monitoring response from an online program with AOL and if it proves productive, we will repeat and possibly expand that effort. Upon the opening of the new BART stations in early 2003, we will be issuing press releases to numerous publications to capitalize on our new, quicker access to San Francisco. We anticipate conducting numerous fams for writers following release of the information. Our individual traveler database will be developed further and we will begin to narrow down the interests of various travelers. Additional specialty guides on subjects of interest to these travelers will be produced. Our sales team will be encouraged to continue to become involved in numerous groups and to build relationships with planners from all different categories. sandra M. O'Toole - n°tes-f-~7'~ouncil rp*" i~,.S_S~F~ Page 1 I From: To: Date: Subject: * Anne LeClair <[email protected]> SSF Conference Center - Sandra O'Toole <[email protected]> 11/7/02 1:22PM notes for council mtg in SSF Sandra-- Thank you for presenting in my absence. I'll be heading to our reception for association meeting planners in Chicago, expanding our market reach. Here is a recent, very specific example of how SSF properties benefited from our Bureau. * Our Bureau sent out a lead for The Call, a religious group requiring 11,000 room nights; * All properties in SSF were phoned to secure rooms for The Call; * Thanks to our lead, as of Oct. 30th, thirteen properties in SSF have contracts for room nights for this group: total of 3777 rrom nights. All remaining properties in SSF (except one) have additional rooms held for this group, without contracts. * The properties and their proximity to Candlestick are all now on a special click-through on our web page for individuals attending the meeting. These rooms were in addition to all of the other rooms booked in SSF, including getting the Christian Congregation of Jehovah's witnesses to sign contracts and return for 02 and 03 and commit for 04 and 05, for thousands of room nights at SSF properties. Additional Miscellaneous Exposure for SSF * SSF Conference center showcased on Mtg. planner fam tour; * SSF hotel provided dinner for mtg planners on fam; * Travel writers on a separate fam tour went through downtown; had breakfast and tour of Oyster Point area; * All hotels invited to reception hosted for meeting planners in Sacramento, a key market; * Hotels included in individual site visits; * SSF Conf Center photos included in all trade show banners; * All SSF properties with mtg space included in Mtg Planners' Guide (SSF Conf. Center also included, with diagrams of space, etc.); * SSF historical sites, parks, etc. included in specialty guides produced for self-guided tours. Anne LeClair, CAE President & CEO Four Points' Sheraton November 7, 2002 Ms. Sandra O'Toole Executive Director South San Francisco Conference Center 25 $ South Airport Blvd. South San Francisco, CA 94080 Dear Sandra: In reference to the attached, neither Paul Herbert, General Manager of the Best Western Grosvenor or myself have not received any comment(s) ~om the South San Francisco hotel community. A letter was faxed to all South San Francisco hotel General Managers on October 31, 2002 requesting any comments, suggestions or ideas be brought to our attemion on or before today's date of November 7, 2002. If you have any questions or comments, please do not hesitate to contact me. Sincerely, General Manager South San Francisco Conference Center Authority Four Points By Sheraton San Francisco Airport 264 South Airport Boulevard, South San Francisco, CA 94080 Tel: (650) 588-4683 Fax: (650) 553-9466 fourpointsSFO.com The Four Points by Sheraton San Francisco Airport is independently owned by Peninsula Hospitality, Inc and operated under a license issued by The Sheraton Corporation. Four Points' Sheraton October 31, 2002 Dear Hotelier: During our September 12, 2002, meeting, there was a presentation by Anne LeClair, CEO of the San Mateo County Convention/Visitors Bureau (SMCCVB), and her staff about the Bureau's sales and promotional activities. There was good discussion with input from many of you. We also reported that we would begin forwarding to you the reports we receive as members of the Board of Directors. You will be receiving the most recent Pace Report from the Bureau in a few days; pleese feel free t~ contact any of us if you have any questions about this. As you know, South San Francisco has been a member of the Bureau Business Improvement District (BID) since January 1 of this year. The Bureau BID actually began providing services On January 1, 2001; however, the South San Francisco hoteliers delayed its participation until this year. Each year, the City, together with the other participating cities in the County, must advise the lead BID agency, the City of Burlingame, that it wants to remain part of the BID for another year. We left the meeting with the position of the group being that South San Francisco should remain part of the BID for at least one more year. This gives us one more year to see and evaluate the results generated by the Bureau staff. We also reminded everyone that South San Francisco has two hotel representatives on the Bureau Board of Directors, one of whom will be a member 'of next year's Executive Committee. Together with the Conference Center Director serving as one of the tourism-related Board members, South San Francisco has three members'on the Bureau's Board. As your Board representatives, we need your input and suggestions; and we will make sure they are passed along to' the full Board of Directors. We also want to advise you that we will make a formal position statement to the City of South San Francisco regarding the interest by the hotels of participating in the BID for one more year. If anyone has any comments or questions about this, please let either of us know so that we can pass those along to the City as well. We need to forward the hotels' position to the City by close of business on Thursday, November 7; so please let us hear from you by that time. Sincerely, Jim McGuim, General Manager, Four Points by Sheraton 850-624-3700 imc~uire~f0cILoointssfo.com Paul Herbert, General Manager, Best Western Grosvenor 650-873-3200 pherbert~.grosvenorsfo, com Four Potnte By Sheraton gan Francisco Airport fourpointsSFO.eom