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HomeMy WebLinkAboutAgenda Packet - CC - 2017.07.03Monday, July 3, 2017 City of Burlingame Meeting Agenda - Final City Council 7:00 PM CLOSED SESSION - 5:45 p.m. - Conference Room A a. Approval of the Closed Session Agenda BURLINGAME CITY HALL 501 PRIMROSE ROAD BURLINGAME, CA 94019 Council Chambers b. Closed Session Community Forum: Members of the Public May Address the Council on any Item on the Closed Session Agenda at this Time C. Adjournment into Closed Session d. Personnel Matter: Annual Evaluation of the City Attorney (Government Code &54957) Note: Public comment is permitted on all action items as noted on the agenda below and in the non -agenda public comment provided for in item 7. Speakers are asked to fill out a "request to speak" card located on the table by the door and hand it to staff, although the provision of a name, address or other identifying information is optional. Speakers are limited to three minutes each; the Mayor may adjust the time limit in light of the number of anticipated speakers. All votes are unanimous unless separately noted for the record. 1. CALL TO ORDER - 7:00 p.m. - Council Chambers 2. PLEDGE OF ALLEGIANCE TO THE FLAG 3. ROLL CALL 4. REPORT OUT FROM CLOSED SESSION 5. UPCOMING EVENTS 6. PRESENTATIONS a. Recognition of New Citizens b. Caltrain Electrification Update Attachments: Presentation City of Burlingame Page 1 Printed on 6/29/2017 City Council Meeting Agenda - Final July 3, 2017 7. PUBLIC COMMENTS, NON -AGENDA Members of the public may speak about any item not on the agenda. Members of the public wishing to suggest an item for a future Council agenda may do so during this public comment period. The Ralph M. Brown Act (the State local agency open meeting law) prohibits the City Council from acting on any matter that is not on the agenda. 8. APPROVAL OF CONSENT CALENDAR Consent calendar items are usually approved in a single motion, unless pulled for separate discussion. Any member of the public wishing to comment on an item listed here may do so by submitting a speaker slip for that item in advance of the Council's consideration of the consent calendar. a. Approval of City Council Meeting Minutes June 19, 2017 Attachments: Meeting Minutes b. Adoption of an Ordinance Amending Title 25 of the Burlingame Municipal Code (Zoning Ordinance) to Include Regulations for Mechanical Equipment and a Resolution Finding that Adoption of the Ordinance is Categorically Exempt from Environmental Analvsis Pursuant to the California Environmental Qualitv Act (CEQA) Attachments: Staff Report Resolution - CEQA Findings Ordinance - Mechanical Equipment C. Adoption of an Ordinance Adopting Commercial Linkage Fees for New Commercial Development and a Resolution Providing for Discount of Such Fees when Prevailing Wages are Paid during Project Construction Attachments: Staff Report Ordinance - Commercial Linkage Fees Resolution - Prevailing Wage Discount d. Adoption of a Resolution Authorizing the Renewal of an Agreement with GPS Insight to Provide Global Positioning System (GPS) Services for the City's Fleet System Attachments: Staff Report Resolution Agreement e. Adoption of a Resolution Approving the Application for Grant Funds for the Environmental Enhancement and Mitigation Program Attachments: Staff Report Resolution Environmental Enhancement and Mitigation Grant Program Application City of Burlingame Page 2 Printed on 6/29/2017 City Council Meeting Agenda • Final July 3, 2017 f. Adoption of a Resolution Approving a Revised Final Parcel Map (PM 16-02). Lot Subdivision at 300 Airport Boulevard Attachments: Staff Report Resolution Revised Final Parcel Map Development Agreement Staff Report May 1. 2017 g. Adoption of a Resolution Awarding the Traffic Signal Maintenance Services Contract to Bear Electrical Solutions Attachments: Staff Report Resolution Agreement h. Adoption of a Resolution Approving a Professional Services Agreement with SCS Engineers for Engineerinq and Regulatory Compliance Services Related to the Closed Burlingame Landfill Attachments: Staff Report Resolution Professional Services Agreement Site Plan Adaption of a Resolution Accepting the Pacific Library Partnership Grant in the Amount of $4,215.60 to Fund the Burlingame Public Library's "GET LIT' Book Delivery Project Attachments: Staff Report Resolution Adoption of a Resolution Authorizing the City Manager to Enter into a Service Agreement with On -Camera Productions for Video Coverage of City Council and Planning Commission Meetings Attachments: Staff Report Resolution Service Agreement k. Adoption of a Resolution Authorizing the City Manager to Accept a Pricing Proposal from Baker & Taylor for the Purchase of Library Materials Attachments: Staff Report Resolution Pricing Proposal City o/ Burlingame Page 3 Printed on 6/29/2017 City Council Meeting Agenda - Final July 3, 2017 I. Adoption of a Resolution Affirming the City of Burlingame's Commitment to Diversitv and Inclusion Attachments: Staff Report Resolution M. Adoption of a Resolution Expressing Support for the Paris Climate Agreement and Authorizing the City to Join the Climate Mayors Network Attachments: Staff Report Resolution n. Approval of Parks and Recreation Management Analyst's Out -of -State Travel Attachments: Staff Report Cartegraph Software Literature and Conference Information o. Approval of City Manager's Out -of -State Travel Attachments: Staff Report p. Approval of Investment Policy for Fiscal Year 2017-18 Attachments: Staff Report PFM Investment Policy Review Memo Investment Policy - Redlined Investment Policy - Proposed q. Approval of a Change in the Name of the Renewal and Replacement Reserve; and Adoption of a Policy for the Capital Investment Reserve Within the City's Capital Projects Fund Attachments: Staff Report Resolution r. Authority to Examine Board of Equalization Sales and Use Tax Records Attachments: Staff Report Resolution S. Review of Options Available for Pre -funding Pension Obligations Attachments: Staff Report t. Provide Direction to Staff and the Planning Commission to Proceed with a Review and Potential Modification of Parking Requirements for Hotel Uses Attachments: Staff Report City of Burlingame Page 4 Printed on 6/29/2017 City Council Meeting Agenda - Final July 3, 2017 U. Adoption of an Ordinance to Place a Local Revenue Measure on the November 2017 Ballot to Maintain Quality of Life Programs and Adoption of a Resolution Calling a General Municipal Election to be Held on Tuesday, November 7, 2017, Submitting to the Voters a Local Revenue Tax Measure to Maintain Quality of Life Programs Attachments: Staff Report Ordinance Resolution 9. PUBLIC HEARINGS (Public Comment) 10. STAFF REPORTS AND COMMUNICATIONS (Public Comment) a. Review of Maintenance Practices in Mills Canyon Attachments: Staff Report Mills Canyon Trail Repair and Renovation b. Discussion of Public Art to Honor Anson Burlingame Attachments: Staff Report Study Session Staff Report C. Approval of Term Sheet with Topgolf International Attachments: Staff Report Term Sheet d. Adoption of a Resolution Authorizing the City Manager to Execute a Five -Year Agreement with Axon (Formerly Taser International Inc.) to Provide Body Worn Cameras and Data Storage to the Burlingame Police Department (BPD) Attachments: Staff Report Resolution Vendor Quote 11. COUNCIL COMMITTEE AND ACTIVITIES REPORTS AND ANNOUNCEMENTS Council Members report on committees and activities and make announcements. 12. FUTURE AGENDA ITEMS 13. ACKNOWLEDGMENTS The agendas, packets, and meeting minutes for the Planning Commission, Traffic, Safety & Parking Commission, Beautification Commission, Parks & Recreation Commission and Library Board of Trustees are available online at www.burtingame.org. City or Burlingame Page 5 Printed on 612 912 01 7 City Council Meeting Agenda - Final July 3, 2017 14. ADJOURNMENT Notice: Any attendees wishing accommodations for disabilities please contact the City Clerk at (650)558-7203 at least 24 hours before the meeting. A copy of the Agenda Packet is available for public review at the City Clerk's office, City Hall, 501 Primrose Road, from 8:00 a.m. to 5:00 p.m. before the meeting and at the meeting. Visit the City's website at www.burtingame.org. Agendas and minutes are available at this site. NEXT CITY COUNCIL MEETING - Next regular City Council Meeting - Monday, August 21, 2017 VIEW REGULAR COUNCIL MEETING ONLINE AT WWW.BURLINGAME.ORG - GO TO "CITY COUNCIL VIDEOS" Any writings or documents provided to a majority of the City Council regarding any item on this agenda will be made available for public inspection at the Water Office counter at City Hall at 501 Primrose Road during normal business hours. City of Burlingame Page 6 Printed on 6/29/2017 Caltrain System JBP owns right-of-way from SF to San Jose ww.Q6 • 32 Stations Gilroy to San Francisco • 92 Weekday Trains • At -Grade Crossings, viaducts, and bridges • Intermodal Connections • Bike Commuters Union Pacific owns Ridership (2016) 65,000 60,000 CL r 55,000 _0 50,000 tY T 45,000 M 0 40,000 m @ 35,000 Q 30,000 25,000 20,000 Year 3 Cale 2016 Top Trains (Nort Train No. depart Si Max Load Train Seating Capacity Percent of Seated' Capacity 319 7:03 AM 951 762 12.5% 323 7:45 AM 950 762 125% 329 8:09 AM 862 762 1169 375 5:23 PM 841 762 110% 217 6:57 AM 818 650 126% 225 7:50 AM 764 762 100% 269 4:39 PM 756 762 99°10 313 0:45 AM 747 762 98% 233 8:40 AAS 722 650 111% 215 6:50 AM 719 650 111% Note: Counts taken in low ridership month At Capacity Today Bi-directional commute with riders standing on trains going southbound and northbound 5 Call. Aging Fleet (majority at retire ate SERIES OU-14TIlY �W YEM GF MNID: D•VE SF1rTS IMMXACTIAE Lnraraf6N4 F40 PH -2 5 na 1985 GM -EMD 2D15 '— 217/27 locos F40PH-2-ChT 15 ru 1985-1987 GM -EMD 2D15 -Ml] FM PH -2G 3 re 1998 Bdae LO ... We 2028 him—SPH-3c 6 re 20IX1 MW Pow. 2030 Paewn9n Gae W.q TW. 26 _ 142 1985-1987 Nippon Sha 2015-2017 4� Gallery Trail. 16 148 _ 1985-1907 Nippur Shayo2015-201] Gallery T- 9. 14 120 1999-2000 Nippon S"o za,D 72/137 cars Gallery ceb)Bike) 10 108 1985-1987 Nippon SM1aryo 2015-2017 Gallery cab (SM) 6 78 1999-2000 Nippon Sf. 2030 Gallery cab (Bike) 21 97 1985 Nippon BM1aryo 2015 BFL Trail.' is 149 1997 Samb.tli. 202] BrLevd Trsll. 9 114 2002 Bo.b w 2032 Bi4mel Trailer (Bike) 2 114 2002 Banbartll. 2032 B el Trailer(Bim) 5 114 2001-2002 Bombartlbr 2031-2032 Bllevd Treiler (Bike) 2 114 2008 Bombartll. 2038 Bi- dTrailer (B9e) 1 127 2002 Bamb.tli. 2032 Brlevd Tretl. 6 140 2000 8amb.tll. 2038 -Trailers recenlry-Wq Spm Meb kw9M1 Cale Regional Transporta ionee s • US 101 and Interstate 280 Congested • Corridor supports growing economy - 14% CA GDP; 52% CA patents; 20% CA tax revenue • Caltrain Commuter Coalition (formed 2014) - 75% Caltrain rider's commute to work; 60% choice riders 51LI OC N VALLEY, 9% BAHAl2L,^ LEADERSHIP GROUP T Genentech°"° 4�L� ro SAMCEDA Go sIe 7 Cale Caltrain Modernization rogram MME • Peninsula Corridor Electrification Project Cal "• Project Description Area Project Service 51+ miles Electrification: Up to 79 mph 6 stops • Overhead Contact Service Increase San Francisco System (OCS) Example Redwood City Station to San Jose 3 6 trains /hour /direction (Tamien Station) • Traction Power Facilities p . More station stops / reduced travel time Electric Trains • Restore Atherton & Broadway (EMUs) service • 75 percent Mixed -fleet service (interim period) Continue tenant service • ACE, Capital Corridor, Amtrak, Freight io Cale Service Benefits ,PCEP Today Example Baby Bullet Train Retain 5-6 stops 60 minutes 45 minutes Retain SF to SJ 6 stops 13 stops 60 minutes Example Redwood City Station Train stops / peak 3 5 hour Note: Prototypical Train and Schedule AM Cal Key Regional Benefits GREENHOUSE GASES ANNUAL DAILY TRAFFIC CONGESTION ENGINE NOISE a CLEAN AIR DAILY RIDERSHIP DAILY IMPROVED FREQUENCY / QUICKER TRIPS Note: 2013 BAC Report, generates $2.58 economic activity and 9,600 jobs 11 :Era]i National Benefits The C.R.in Mad,m,zv,on P,09— will create over 9,600 fatal dven aM indiw Obs. Oheat jab opportunities Heated by the Pep.sW, Calddae Ele wfi"u. Pnjecl depicted bebw Alkll� CA CA— CA .• lewchh CA ... •. ,Mlm%,I.. F CA FL CA C.eeGan d ero IeM I I lnymt m NNrq re..d Ndltir 1. by aUM Ca,z 12 Cal,* Project Cost s0 S.5 B $1 B COST FUNDING $1.5 B $2 B 5226 M ! KEY: !. ■E=Eleendicagon Costs ■F=Federal Funds ■ EMU = Elecale Multiple Unit Cosa ■ S = Stam Fords 9 SC&S= Separate Contracts& s R_ Regional Funds support Costs L=Local Funds C = Contingency Cos% NOTE: 2016 Bids with 20% contingency Pending: FTA Core Capacity Grant ($647m) Schedule Env. Clearance (January) 1100- LNTP (Sept) First Train Set Delivered NTP (June) Rollout First Passenger Service with Electric Trains 7� Electrification Infrastructure Final Construction System Testing Note: Schedule Subject to Change 1a Cal Caf*. Funding Update • All Local, Regional, State Funding Secured • FTA Core Capacity Grant ($647m) executed — $73 approved previous years — $loom approved FY 2017 Budget — $loom recommended FY 2018 Budget 16 Cal, Cale Electric Train Outreach: Phased • 2016 Capacity Board Decision (bike to seat ratio, onboard bathrooms, upper doors) I=> • 2017 Design Progressing, Additional Public Input (bike storage, seat colors, signage content, etc.) • 2018 Virtual Reality 360 Tour 18 a Lkarwv RrmJ O o O O O �••A•..^".` H1 Godhead -:On'TfeML[M ,i O 18 • Targeted Outreach - Citizen Advisory Committee - Bike Advisory Committee - Caltrain Accessibility Access Committee • Broad Rider / Public Outreach - Social media - Onboard and at -stations - E Newsletter - LPMG/CSCG - Agency partners - Advocacy, Businesses, Civic Organizations Cal,. Outreach Tools - Launch of Dedicated Electric Train Website YNI.WPEAFORM4 E ELECTRIC TPRINS �io-.e n-a��unr..'.ae�•t'^T'^a.,+r TIMELINE mua r�auwr _w m © � ._. � u •— a • •rMw��Mmr..wb.r�r.aw�nr�•mn�s...M�.�4 n.....n.wwuv+w.w rmeaNF.�`r�✓u r-= su_^r�`.. ®nrm.m.se www.calmodtrains.com is call* EMU Exterior Design Pubis ROMEO EXTERIOR DESIGN POLL RESULTS 6331 TOTAL VOTES 1 z= r -t c WO 1000 1501 2000 .5011 3O0, 1 4a 42.1 c/o 2 12.9°% .i 21 Call t, EMU Exterior Design Winning esign WINNING DESIGN: OPTION 1 Cal - Z-, Confirmed Configuration Information will be shared on the website: • Seat configuration • Standee space configuration • Bike storage location • Bathroom location • Interior information sign locations • Electrical outlet location Next Steps • Capture feedback on design elements • Continue rollout of key design features for public input and education — Seat Colors Options: July /Aug. 2017 — Interior Lift: Summer 2017 — Onboard Bike Storage Designs: Aug. / Sept. 2017 — Exterior/ Interior Sign Content: Dec. 2017 • Public feedback paired with technical analysis 24 ca�� Cal* Burlingame: Design Review • 65% pole design has been shared with City staff for review • Issued for Construction (IFC) drawings to be available in the next 30 to 60 days 26 Cab Burlingame: Project Details Cab,, OCS Design Overhead Catenary System • Foundations: Diameters, depth, anchors • Poles: Type, length, arms • Wires: Contact Wire, Messenger Wire, Feeder Wire, Static Wire • Studies and Reports: PHA, Pantograph Security, clearances • Coordination: Utilities, agencies, users, outreach 27 28 Burlingame Two Broadway Number of Stations Burlingame Historic Yes Burlingame Station? Station Segment/ Segment 2 / Work Area 4 Work Area Mile Post 13.7-16.6 Limits Sta 722+00 —882+00 System PS -3 Broadway Sites (MP 14.9) Station Cab,, OCS Design Overhead Catenary System • Foundations: Diameters, depth, anchors • Poles: Type, length, arms • Wires: Contact Wire, Messenger Wire, Feeder Wire, Static Wire • Studies and Reports: PHA, Pantograph Security, clearances • Coordination: Utilities, agencies, users, outreach 27 28 call* Burlingame Historic storic Station Mitigation Measures Side poles • Shall not be placed in front of or within 40 ft. of historic station on W. side of Caltrain ROW Minimize visual intrusion of poles along alignment • Within 100 ft. on either side of station: —Option 1: two -track cantilevers from the E. side platform —Option 2: center pole/two-track cantilevers rai M Burlingame Station: Pole dimensions :�h,�_ H=. t� Mra]i Burlingame Station: OCS Poles Pole view from west of tracks (Station side) 31 Burlingame Station: OCS Poles Looking toward Burlingame station Looking west from the north end of station platform 32 calf Broadway Station: Existing StatinOWN ",BE Poles Color and Recommended OCS Pole Color Stanlotd hall B Ionated at mile port 30), a half milt ouch of path Alto stNlon It Is used sold for Stanford femball pool 1 his Milan It net identified In the lirt d.iemllp aeoditive teem. Bmad'ay Station, Burlingame 79 w ColorFS >-7040to match existing shelters and poles Black suggested to match the existing pole and shelter colors Broadway Station OCS Pole Color Recommendations Burlingame Station: Existing Furniture, 35 Poles Color and Recommended OCS Pole Color Snnlerd mum a lumd n mtl< pert m.], a boN md<reNh d Pilo Nro natlen. It to Coal ** rer mninre 1ee52il Prods, Mon muma ikmffi<dm 6. dt d.ipoheamr<aes 11-1mEan a station, au0ingame Brown was suggested to match the existing pole and shelter colors Cali : , 1 MMON Burlingame Station IM OCS Pole Color Recommendations 30032 Brown 24159 Green 23522 Beige Construction IGM calt A MIME Overall Project: Field Work tatus Field Completed to Utility Survey Date Geotechnical Investigations svfia�tive Ylxtl ua�ecssu.h� ASI v.tl [a VO/ BryJv� (o¢m � Sou �N01xRl � Signal Cable Potholing Snxon �MgPlbne Signal Cable Inspections LMm� Burlsgam. yn Nam � Xvyv"aNPs• M Snxm(pnry �Je x.a,.osacn v LXrrbn Wti �PabYe 4fiAmiaRa - \I Ln1.mt Y(IASK.QI. A ucxxx a �� s.. x..wam. IGM calt A MIME Overall Project: Field Work tatus Field Completed to Utility Survey Date Geotechnical Investigations Soil Resistivity Testing Site Surveys Field Work in OCS Foundation Potholing Progress and Signal Cable Potholing Upcoming Disposal of Soil from Geotechnical Investigations Signal Cable Inspections • Tree pruning and removal 40 Cal, Geotech LO Cal PotholingE a ,.j 41 cal,z Burlingame: Construction • Tree removals tentatively scheduled for late July / early August • Foundation installation tentatively scheduled for Late Summer / Early Fall • Pole and wire installations tentatively scheduled for later 2017 / early 2018 43 Foundation Will take place on rail Above: DrillTech on track foundation train Right: BBII OCS on track wire train Installation Will take place on -track Public Notices & Database Notification Mailers Hotline & NationBuilder Database Cad 46 Call Questions More information / leave comments: website: www.caltrain.com/calmod email: calmod(a)caltrain.com phone: 650.399.9659 47 Agenda Item 8a Meeting Date: 7/3/17 9URLINGAME 1 BURLINGAME CITY COUNCIL Unapproved Minutes Regular Meeting on June 19, 2017 1. CALL TO ORDER A duly noticed regular meeting of the Burlingame City Council was held on the above date in the City Hall Council Chambers. 2. PLEDGE OF ALLEGIANCE TO THE FLAG The pledge of allegiance was led by Recreation Supervisor Tim Barry. 3. ROLL CALL MEMBERS PRESENT: Beach, Brownrigg, Colson, Keighran, Ortiz MEMBERS ABSENT: None 4. City Attorney Kane reported that direction was given but no reportable action was taken. 5. UPCOMING EVENTS Mayor Ortiz reviewed the upcoming events taking place in the City. 6. a. NINE SPORTS AWARDS Recreation Supervisor Barry presented the Nine Sports Awards to students who have played three sports in 6th, 7th and 8a' grade. Congratulations to Dylan Diana, Melanie Gordon, Amelia Harris, Jillian Hurin, Carina Husain, Milla Kohli, Ryan Larkin, Luca Lawson and Gemma Rice. 7. PUBLIC COMMENT There was no public comment. Burlingame City Council June 19, 2017 Unapproved Minutes Agenda Item Ba Meeting Date: 7/3/17 8. CONSENT CALENDAR Mayor Ortiz asked the Councilmembers and the public if they wished to remove any item from the Consent Calendar. Councilmember Keigbran pulled item 8h. Councilmember Beach made a motion to approve 8a, 8b, 8c, 8d, 8e, 8f, 8g, 8i, and 8j; seconded by Councilmember Keigbran. The motion passed unanimously by voice vote, 5-0. a. APPROVAL OF CITY COUNCIL MEETING MINUTES JUNE 5, 2017 City Clerk Hassel -Shearer requested Council's approval of the City Council meeting minutes from June 5, 2017. b. ADOPTION OF A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE SIDE LETTER AGREEMENTS WITH THE POLICE OFFICERS ASSOCIATION AND THE ASSOCIATION OF POLICE ADMINISTRATORS HR Morrison requested Council adopt Resolution Number 59-2017. c. ADOPTION OF A RESOLUTION APPROVING FISCAL YEAR 2017-18 PERSONNEL CHANGES INCLUDING CLASSIFICATION PLAN AMENDMENTS AND REVISIONS TO EXISTING JOB CLASSIFICATIONS, AND APPROVING THE CITY OF BURLINGAME PAY RATES AND RANGES (SALARY SCHEDULE) HR Morrison requested Council adopt Resolution Number 60-2017. d. ADOPTION OF RESOLUTIONS AWARDING A CONSTRUCTION CONTRACT TO STOLOSKI & GONZALEZ INC., FOR THE NEIGHBORHOOD STORM DRAIN PROJECT NO 9 CITY PROJECT NO. 84780, AND APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH CSG CONSULTANTS FOR THE CONSTRUCTION INSPECTION AND MANAGEMENT SERVICES RELATED TO THE PROJECT DPW Murtuza requested Council adopt Resolution Number 61-2017 and Resolution Number 62-2017. e. ADOPTION OF A RESOLUTION ACCEPTING THE EL CAMINO REAL WATER MAIN IMPROVEMENTS PROJECT BY CRATUS INC., CITY PROJECT NO. 83510 DPW Murtuza requested Council adopt Resolution Number 63-2017. f. ADOPTION OF A RESOLUTION ACCEPTING THE MISCELLANEOUS RESERVOIR AND PUMP STATION IMPROVEMENTS PROJECT, CITY PROJECT NO. 84200 BY MINERVA CONSTRUCTION, INC. Burlingame City Council June 19, 2017 Unapproved Minutes Agenda Item 8a Meeting Date: 7/3/17 DPW Murtuza requested Council adopt Resolution Number 64-2017. g. ADOPTION OF A RESOLUTION AWARDING A CONSTRUCTION CONTRACT TO PLEASANTON ENGINEERING CONTRACTORS FOR THE VANCOUVER AVENUE BRIDGE REPAIR PROJECT, CITY PROJECT NO. 82580 DPW Murtuza requested Council adopt Resolution Number 65-2017. h. ADOPTION OF RESOLUTIONS MEMORIALIZING THE CITY COUNCIL'S JUNE 5, 2017 ACTION DENYING AN APPEAL OF, AND UPHOLDING THE PLANNING COMMISSION'S APPROVAL OF PROJECT ENTITLEMENTS AND CERTIFICATION OF THE FINAL ENVIRONMENTAL IMPACT REPORT (FEIR) FOR A 27 -UNIT APARTMENT DEVELOPMENT AT 1128-32 DOUGLAS AVENUE, AND RELOCATION OF A PORTION OF THE EXISTING SINGLE-FAMILY RESIDENCE AT 1128 DOUGLAS AVENUE TO A PROPERTY LOCATED AT 524 OAK GROVE AVENUE CDD Meeker requested Council adopt Resolution Number 66-2017 and Resolution Number 67-2017. Councilmember Keighran asked if 25 years was the normal length of time for the condition to set aside two below market rate units. CDD Meeker responded in the affirmative. He stated that this is what the City had done with Summerhill. Vice Mayor Brownrigg discussed the developer's commitment to keeping two of the units affordable. He explained that the condition in the resolution was that the units should be made available to households with incomes of 110% of the Area Media Income. He voiced a concern that while the units were being made available to those at 110% of the AMI, there was no wording in the condition about the rental price. Therefore, he asked if the rental price should be included to ensure that the units are affordable. City Attorney Kane stated that this is boiler plate language in affordable housing agreements. She stated that the 110% AMI creates a formula by which the rental price is not only calculated but also adjusted over the length of the condition. She added that the City Manager will need to execute an agreement memorializing the condition and that the formula for how rent is determined could be included. Councilmember Keighran made a motion to adopt Resolution Number 66-2017 and Resolution Number 67- 2017; seconded by Councilmember Colson. The motion was approved unanimously by voice vote, 5-0. Vice Mayor Brownrigg noted that he voted in favor of the conditions but that he remains opposed to the project for all the reasons stated at the June 5, 2017 Council Meeting. He added that the conditions laid out tonight capture the spirit of the discussion. Mayor Ortiz agreed with Vice Mayor Brownrigg stating his concerns remain but he agreed with the conditions. Burlingame City Council June 19, 2017 Unapproved Minutes Agenda Item 8a Meeting Date: 7/3/17 L APPROVAL OF PUBLIC WORKS MANAGEMENT ANALYST'S OUT-OF-STATE TRAVEL DPW Murtuza requested Council approve out-of-state travel for the Public Works Management Analyst. j. OPEN NOMINATION PERIOD TO FILL VACANCIES ON THE PARKS AND RECREATION COMMISSION City Manager Goldman requested Council open the nomination period to fill vacancies on the Parks and Recreation Commission. 9. PUBLIC HEARINGS a. PUBLIC HEARING AND INTRODUCTION OF AN ORDINANCE TO PLACE A REVENUE MEASURE TO ENACT A QUARTER CENT LOCAL SALES TAX ON THE NOVEMBER 2017 BALLOT TO MAINTAIN QUALITY OF LIFE PROGRAMS This public hearing was heard after 9b City Manager Goldman presented the staff report introducing an ordinance to place a revenue measure to enact a quarter cent local sales tax on the November 2017 ballot to maintain quality of life programs. City Manager Goldman stated that the City has a long tradition of fiscal prudence with balanced budgets and emergency reserves. She explained that the City has over $100 million in capital needs and inadequate funding to address aging and deteriorating infrastructure such as streets and sidewalks. City Manager Goldman explained that as a result of Council prioritizing capital infrastructure needs, staff undertook significant outreach efforts to ask residents what their priorities are for spending limited City dollars. She explained that in the first half of 2017, staff met with 25 different community groups including the Rotary and Lions Clubs, PTAs, Burlingame Historical Society, Chamber of Commerce, Downtown and Broadway business associations, Burlingame Mothers' Club, City Commissions, and others to share information about infrastructure challenges and solicit attendees' feedback. Additionally, hundreds of residents submitted their thoughts on City priorities by filling out a Community Feedback Form, participating in an online survey on the City's website, or returning a card they received in the mail. City Manager Goldman stated that the City commissioned Godbe Research to conduct an independent public opinion poll to determine the community's top priorities. She noted that Godbe had been hired to conduct surveys in July 2016 and then again in May/June 2017 to understand the community's support for locally controlled revenues to maintain and improve Burlingame's quality of life. Bryan Godbe from Godbe Research gave a presentation on the polling his firm conducted in May/June 2017. He began with an overview of the results. Mr. Godbe explained that the polling results indicate that '/ cent general sales tax is viable in November 2017 and should be considered by the Council. Additionally, he 4 Burlingame City Council June 19, 2017 Unapproved Minutes Agenda Item 8a Meeting Date: 7/3/17 stated that from the polls, he concluded that the residents' priorities for Burlingame were as follows: 1) maintenance of streets and roads and pothole repair; 2) enhancing neighborhood police patrols and crime prevention programs; 3) reducing traffic congestion on City streets; 4) maintaining recreation programs and facilities for youth and teens; 5) maintaining safe routes to schools; 6) maintaining healthy trees on City streets; 7) providing adequate park and recreation facilities; and 8) updating park irrigation systems to conserve water. Next, Mr. Godbe discussed the purpose of the survey. He stated that the purpose was to: 1) gauge the public's perceptions on quality of life in Burlingame; 2) gauge overall satisfaction with the City's provision of services; 3) assess perception of the City's fiscal management; 4) assess potential support for a local funding measure to maintain and improve quality of life, including essential City facilities and services with funding that cannot be taken by the State; 5) determine respondents' priorities for the City; 6) determine the impact of informational statements; and 7) validate the representativeness to demographic and/or voter behavioral characteristics. In conducting the survey, Mr. Godbe stated that the individuals chosen to participate were likely November 2017 voters, and were given the option of completing the survey over the phone or online. He stated that the sample size was 350 individuals. Next, Mr. Godbe reviewed the findings of the survey. Mr. Godbe stated that 91.6% of participants rated Burlingame's overall quality of life at excellent or good. 76.1% of participants stated that the City was doing an excellent or good job in providing services. He explained that both of these questions were previously asked in July 2016, and the results remained consistent. Mr. Godbe stated that participants were asked to rate the City's fiscal management. He noted that 24.5% of participants stated they didn't have an opinion. However, he stated among those that did, 51% said that the City's fiscal management was excellent or good. He stated that for a question about fiscal management these were high marks. In the next set of questions, participants were given a hypothetical ballot measure question for a sales tax and asked if they supported it. 58.5% of participants stated their support for the measure. Next, participants were read a list of priorities and were asked after each priority was read if it made them much more likely, somewhat more likely, somewhat less likely, or much less likely to approve of the measure. He explained that the priorities were then ranked according to their popularity. Mr. Godbe stated that the priority that ranked the highest was maintaining City streets and sidewalks and repairing potholes. The next tier of priorities included: enhancing neighborhood police patrols and crime prevention programs, reducing traffic congestion, maintaining recreation programs and facilities for youth and teens, maintaining safe routes to schools, maintaining healthy trees on City streets, providing adequate park and recreation facilities and updating park irrigation systems to conserve water. Burlingame City Council June 19, 2017 Unapproved Minutes Agenda Item 8a Meeting Date: 7/3/17 Mr. Godbe stated that the third tier, which received slightly more than 50% of participants' support, included providing adequate parking downtown and maintaining athletic and sports fields. He stated that after this tier, the remaining priorities did not have a simple majority in terms of support. The next set of questions included informational statements and had a little more detail about the measure and how it would work. He explained that participants were read an informational statement and asked if it would influence them to vote yes on a proposed tax measure. The choices that participants were given were: no effect, somewhat more likely, and much more likely. He stated that the most influential informational statement was "It is fiscally responsible to repair potholes and maintain our streets, roads and sidewalks now, so that they don't continue to deteriorate and cost more in the future." He stated that the following statements were also highly ranked: 1) all funds from this measure must stay in Burlingame to maintain local services; 2) well maintained City streets, sidewalks, and parks are important to Burlingame's quality of life; 3) none of the money raised by the measure will be used for City administrator salaries; and 4) measure requires independent citizens oversight. Afterwards, the participants were read the ballot measure question a second time to see what effect, if any, the listing of priorities and mechanics had on them. He stated that it resulted in 63.7% stating that they would be likely to vote yes on the measure over the earlier 59%. Mr. Godbe stated that a bond measure was not viable as only 34% of individuals surveyed stated that they would vote yes. Vice Mayor Brownrigg stated he appreciated the input from the residents. He pointed out that while 1/2 cent sales tax had a 62% approval rating; staff was only recommending a '/ cent sales tax. He stated that this was because of the City's fiscal prudence. Councilmember Beach asked if the informal citizen feedback that the City Manager had obtained was consistent with Mr. Godbe's polling data. City Manager Goldman replied in the affirmative. City Manager Goldman stated that if Council approved of the proposed ordinance, the City would place a'/< cent sales tax measure on the ballot in November 2017. She explained that because it is a general tax measure, the tax would be approved with a simple majority of the vote. City Manager Goldman stated that the proposed ballot question was: "To maintain/improve Burlingame's quality of life, including essential City facilities and services such as maintaining city streets, sidewalks and potholes; enhancing neighborhood police patrols/crime prevention programs; maintaining recreation programs and safe facilities for youth/teens; and other essential city services, shall the City of Burlingame enact an ongoing, '/ cent sales tax with authority to incur debt to accelerate infrastructure projects, providing $2,000,000 annually, with annual audits, independent citizens' oversight, and all funds spent locally?" City Manager Goldman stated that the sales tax measure would be utilized for a variety of City services. She explained that if the measure was approved by the voters, staff would present Council with an expenditure 6 Burlingame City Council June 19, 2017 Unapproved Minutes Agenda Item 8a Meeting Date: 7/3/17 plan for their review. She added that there would be a citizens' oversight committee and that staff s recommendation was to conduct interviews for the committee prior to the election. City Manager Goldman discussed the roundtable discussions she had with community members concerning this measure. She noted that some members of that group were at the meeting to speak in support of the measure including Ross Bruce, Neal Kaufman, and Randy Schwartz. City Manager Goldman noted that if approved the sales tax wouldn't go into effect until April 1, 2018 and that it is projected to generate $2,000,000 annually. She stated that certain things are exempt from the tax including unprocessed foods, prescription medications, real estate transactions and services. Additionally, car sales and leases would only be taxed under this measure if the buyer's/lessee's home was in Burlingame. Mayor Ortiz asked City Clerk Hassel -Shearer to read the title of the proposed ordinance. City Clerk Hassel - Shearer read the title. Councilmember Keighran made a motion to waive ftu-ther reading and introduce the proposed ordinance; seconded by Councilmember Colson. The motion passed unanimously by voice vote, 5-0. Mayor Ortiz opened the hearing for public comment. Burlingame resident Ross Bruce urged the Council to place the measure on the ballot and to utilize the funds for potholes, police, and parks. Burlingame resident Neal Kaufman discussed his experience on the storm drain oversight committee and how the Council properly utilized a measure to improve infrastructure in the City. He supported the measure. Former Councilmember John Root voiced his support for the measure and stated it was a necessity. Burlingame resident Randy Schwartz stated that the measure has something for everyone. Additionally, he advocated for recreation center improvements, citing its age and importance in the community. Burlingame resident Mary Hunt voiced her support for the measure. Former City Clerk Mary Ellen Kearney discussed walking her dog, Walter, on the sidewalks, and stated that they needed to be fixed. Therefore she encouraged the City to place the measure on the ballot. Burlingame resident Matt F. voiced his concern that the money could be spent to pay for pension obligations. City Manager Goldman stated that if the measure was passed by the voters, an expenditure plan would be given to the Council and there would be an oversight committee to ensure that funds are properly spent. Councilmember Keighran asked how many members would be on the proposed citizen's oversight committee. City Manager Goldman stated a minimum of three. Burlingame City Council June 19, 2017 Unapproved Minutes Agenda Item 8a Meeting Date: 7/3/17 Councilmember Keighran encouraged community members who might be hesitant about how funds would be spent to apply to be on the citizens' oversight committee. Councilmember Beach discussed the City's fiscal prudence and how the City created reserve funds to plan for fixture needs. Vice Mayor Brownrigg stated that he supported the ongoing sales tax as it would allow for additional police officers, which was ranked as a top priority in the community. Vice Mayor Brownrigg explained that the citizens' oversight committee would ensure that the Council stayed true to the priorities when it came to spending the funds. Mayor Ortiz explained that the City has $100 million in unfunded needs and that these projects can't be funded with annual revenues. Accordingly, he stated that this measure makes the most sense. Vice Mayor Brownrigg made a motion to bring the ordinance back for adoption at the July 3, 2017 Council meeting; seconded by Councilmember Keighran. The motion passed unanimously by voice vote, 5-0. b. PUBLIC HEARING AND ADOPTION OF RESOLUTIONS (1) ADOPTING THE FY 2017-18 OPERATING AND CAPITAL BUDGETS AND AUTHORIZING THE FINANCE DIRECTOR TO ASSIGN USES OF FUND BALANCE AMOUNTS; AND (2) APPROVING THE GANN APPROPRIATION LIMIT Finance Director Augustine presented the staff report requesting adoption of the FY 2017-18 operating and capital budgets and authorizing the Finance Director to assign uses of fund balance amounts and approving the Gann Appropriation Limit. Finance Director Augustine stated that there are no changes to revenues from the May Budget Study Session. She noted that there were two additions to the budget since the May Study Session: 1) additional $5,000 to Community Groups Funding Program, and 2) $3.1 million for pension liabilities in the General Fund. Finance Director Augustine stated that revenue projections remain conservative for the coming fiscal year. Finance Director Augustine reviewed the General Fund balance. She stated that the projected revenues for FY 2017-18 were $68,933,000, and the projected departmental expenditures were $55,565,258. Accordingly, she stated that the projected General Fund balance will be $28,190,469. Additionally, she reviewed the Capital Improvement Program, stating there are $24,808,000 in the different CIP funds. Lastly, she discussed the Gann Appropriation limit. She stated that the calculation is no longer relevant except for a handful of cities that are newly incorporated. She explained that it places limits on the growth of expenditures for public programs. Additionally, the limit adjusts annually for changes in the cost of living and population. She stated that the City is well below the limit of $77 million. Burlingame City Council June 19, 2017 Unapproved Minutes Agenda Item 8a Meeting Date: 7/3/17 Mayor Ortiz asked Finance Director Augustine to comment on the increased funding for pension liability obligations. Finance Director Augustine stated that the impetus for increased funding is because the Ca1PERS rates are going to increase significantly in the next ten years. She stated that the discount rate is being brought down over the next three years from 7.5% to 7%. Accordingly, the City is trying to prefund the approximately $50 million liability by creating a pension liability reserve. Mayor Ortiz opened the hearing for public comment. No one spoke. Vice Mayor Brownrigg made a motion to adopt Resolution Number 68-2017 (adopting the FY 2017-18 operating and capital budgets and authorizing the Finance Director to assign uses of fund balance amounts); seconded by Councilmember Colson. The motion passed unanimously by voice vote, 5-0. Vice Mayor Brownrigg made a motion to adopt Resolution Number 69-2017 (approving the Gann Appropriation Limit); seconded by Councilmember Beach. The motion passed unanimously by voice vote, 5-0. c. PUBLIC HEARING REGARDING THE 50/50 SIDEWALK PROGRAM COSTS, ADOPTION OF RESOLUTIONS AUTHORIZING COLLECTION OF PROPERTY OWNERS' COSTS AND ACCEPTING THE 2015 SIDEWALK MAINTENANCE PROGRAM, CITY PROJECT NO. 84240 DPW Murtuza requested Council adopt Resolution Number 70-2017 and Resolution Number 71-2017. DPW Murtuza stated that on January 4, 2016, Council awarded the 2015 sidewalk repairs construction contract to JJR Construction, hie. in the amount of $869,082. He stated that the project scope consisted of replacing defective sidewalks, driveways, curb ramps, and curb and gutter. He explained that the City has a 50/50 program where the City repairs sidewalks in front of private properties, and the cost is shared between the City and adjoining property owners. As part of the program, staff worked with the property owners to determine the cost, sent notices, and met with several owners. He explained that work has been completed and over 50,000 square feet of sidewalk has been installed, 7,000 square feet of driveway approaches have been built, 30 ADA curb ramps built, 34 curb ramps upgraded and 2,000 linear feet of curb and gutter upgraded. He stated that the total cost of the project was $934,544. DPW Murtuza stated that the total cost of the project involving private properties was $583,464. Therefore, the property owners' share is $291,732. He explained that there are 683 properties in the program area, and the average cost of sidewalk repairs per property is approximately $854. Therefore, the average cost to the property owner is approximately $427. DPW Murtuza stated that upon Council's approval the costs of repairs will be forwarded to the San Mateo County Assessor's office for collection as part of the property taxes due December 2017. Burlingame City Council June 19, 2017 Unapproved Minutes Agenda Item 8a Meeting Date: 7/3/17 Councilmember Colson asked if the 50/50 program only applied to City of Burlingame homes and not unincorporated County homes. DPW Murtuza replied in the affirmative. Councilmember Colson discussed four homes on Pepper Ave where the property line comes all the way up to the front of the property, and the sidewalks are owned by Hillsborough. She asked how these homeowners could go about getting their sidewalks repaired. DPW Murtuza stated that he would look into this matter. Mayor Ortiz asked if Hillsborough has a 50/50 program for their sidewalks. DPW Murtuza replied in the negative stating that Hillsborough has curb and gutter and that residents pay 100% of the repair cost. Mayor Ortiz opened the hearing for public comment. No one spoke. Councilmember Keighran made a motion to adopt Resolution Number 70-2017 and Resolution Number 71- 2017; seconded by Councilmember Beach. The motion passed unanimously by voice vote, 5-0. Vice Mayor Brownrigg discussed the potential sales tax measure in connection with the amount of sidewalks that needed repair in Burlingame. He stated that the projected $2 million in revenue could assist the City in maintaining and replacing sidewalks every year. d. PUBLIC HEARING AND INTRODUCTION OF AN ORDINANCE AMENDING TITLE 25 OF THE BURLINGAME MUNICIPAL CODE (ZONING ORDINANCE) TO INCLUDE REGULATIONS FOR MECHANICAL EQUIPMENT Planning Manager Gardiner presented the staff report introducing an ordinance amending Title 25 of the Burlingame Municipal Code (Zoning Ordinance) to include regulations for mechanical equipment. Mr. Gardiner stated that currently the City does not have a standard for placement of general mechanical equipment such as air conditioning compressors and generators. He stated that through a series of meetings with staff, Planning Commission, and the Neighborhood Consistency Subcommittee, regulations were developed for mechanical equipment installations in both new and existing residential dwellings. Mr. Gardiner stated that the proposed ordinance was revised to reflect direction from Council at its June 5, 2017 meeting. He stated that the provision concerning screening of mechanical equipment was revised to state: "mechanical equipment shall be screened from view from any portion of adjacent streets by fences or hedges." Mr. Gardiner explained that as a result of Council's request, a definition of mechanical equipment was included in the proposed ordinance. Per the ordinance, mechanical equipment is defined as: "machines and devices, including HVAC units, fans, vents, generators, and elevator motors integral to the regular operation of climate control, electrical, and similar building systems. Mechanical equipment shall not include water heaters (both "tank" and tankless") and enclosures for such units." 10 Burlingame City Council June 19, 2017 Unapproved Minutes Agenda Item 8a Meeting Date: 7/3/17 Mayor Ortiz asked City Clerk Hassel -Shearer to read the title of the proposed ordinance. City Clerk read the title. Councilmember Keighran made a motion to waive further reading and introduce the proposed ordinance; seconded by Councilmember Colson. The motion passed unanimously by voice vote, 5-0. Mayor Ortiz opened the hearing for public comment. No one spoke. Vice Mayor Brownrigg made a motion to bring the ordinance back for adoption at the July 3, 2017 Council meeting; seconded by Councilmember Keigbran. The motion passed unanimously by voice vote, 5-0. e. PUBLIC HEARING AND INTRODUCTION OF AN ORDINANCE ADOPTING COMMERCIAL LINKAGE FEES FOR NEW COMMERCIAL DEVELOPMENT AND CONSIDERATION OF A RESOLUTION PROVIDING FOR DISCOUNT OF SUCH FEES WHEN PREVAILING WAGES ARE PAID DURING PROJECT CONSTRUCTION Planning Manager Gardiner presented the staff report introducing an ordinance adopting commercial linkage fees for new commercial development and consideration of a resolution providing for a discount of such fees when prevailing wages are paid during project construction. Mr. Gardiner stated that at the June 5, 2017 City Council meeting, Council provided direction on the proposed ordinance. He explained that Council asked staff to provide a tiered structure for office projects to account for the different scales of office development in Burlingame. Additionally, Council asked staff to include a discount of fees for developers who utilize prevailing wages. Mr. Gardiner explained that prevailing wage discounts are typically adopted separately by resolution. Therefore, a draft resolution that will be brought back for adoption with the ordinance was presented to Council with the staff report. Mr. Gardiner stated that the proposed ordinance also establishes a Below Market Rate Fund. The funds collected from commercial linkage fees will be deposited into this fund and utilized to increase and improve the supply of housing affordable to moderate, low, very low, and extremely low-income households. He noted that options for how the funds could be utilized will be discussed with the Council at a later date. Vice Mayor Brownrigg asked why the prevailing wage discount is not in the proposed ordinance. City Attorney Kane stated that the prevailing wage discount will be handled separately by resolution. She explained that the prevailing wage discount is adopted by resolution so that if there is a challenge to the discount, the ordinance still stands. City Attorney Kane stated that the Council has the ability to amend fees through the Master Fee Schedule, and the Council has the ability to create discounts by resolution. 11 Burlingame City Council June 19, 2017 Unapproved Minutes Agenda Item 8a Meeting Date: 7/3/17 Vice Mayor Brownrigg asked how the Below Market Rate Fund would be administered. City Attorney Kane stated that the Council can provide direction by resolution on the administration of the funds. She stated that the expenditure of funds for housing projects will be tied to the budget so that that Council will maintain oversight. Vice Mayor Brownrigg voiced his concern that if the Council wanted to provide gap funding to a nonprofit's housing development it would be hard to wait for the annual budget session. City Attorney Kane stated that Council could give direction and it would be incorporated into the mid -year adjustment or that a true -up could be done at Mid -Year or when the budget is set. Vice Mayor Brownrigg stated that he believed it was important for the fund to be nimble and able to take on these projects but that he also wanted Council oversight. Councilmember Beach asked if other cities had a tiered structure, like the proposed ordinance, for office space. Mr. Gardiner replied in the negative stating that Burlingame would be unique. He stated that tiered structures are more often seen in residential fees. Councihnember Colson asked if the fees only apply to new structures or if they would also apply to conversions, such as retail turning into office space. Mr. Gardiner stated that it would apply to conversions greater than 5,000 square feet. He explained that the fee would be the net difference between the past usage and the new usage. Councihnember Colson asked if it is the landlord or tenant that would be responsible for the fee. Mr. Gardiner stated that the responsibility is on the owner of the building. Mayor Ortiz asked City Clerk Hassel -Shearer to read the title of the proposed ordinance. City Clerk Hassel - Shearer read the title. Councilmember Keighran made a motion to waive further reading and introduce the proposed ordinance; seconded by Councilmember Colson. The motion passed unanimously by voice vote, 5-0. Mayor Ortiz opened the hearing for public comment. Burlingame resident Cindy Cornell from Housing for All Burlingame encouraged the City to increase the fees above what was in the proposed ordinance and establish residential fees. Emily Tanjuatco from the Housing Leadership Council of San Mateo County thanked the Council for their work on commercial linkage fees and encouraged the City to adopt residential fees. Burlingame resident Matt F. asked for a clarification on the potential discount for paying prevailing wages. Mr. Gardiner stated that the prevailing wage discount would not remove the impact fees but instead would discount the fee. 12 Burlingame City Council June 19, 2017 Unapproved Minutes Agenda Item 8a Meeting Date: 7/3/17 Burlingame resident Mark Bum stated that he worked in the construction industry and that prevailing wages are an investment in the community. He thanked the Council for recognizing this. Councilmember Keighran asked if the proposed ordinance is passed would the developer need to provide paperwork to show that the prevailing wage was paid. CDD Meeker replied in the affirmative. Councilmember Beach stated that the non -discounted rate for the office space above 50,000 square feet is 25 dollars per square foot. She asked if this is within the range of what the consultants originally gave the City. Mr. Gardiner stated that the fee is higher than the consultant's range for Burlingame based on their feasibility analysis. He stated that the numbers bring the City closer to the County average. Councilmember Colson asked if the fees could later be increased. City Attorney Kane stated that the ordinance provides that the fees can be amended through the Master Fee Schedule. She added that as long as the increase is below the upper levels set by the nexus fee study, which will have to be updated periodically, then Council has discretion to increase the commercial fees. Councilmember Colson stated that she supported the tiered structure for commercial linkage fees on the office buildings. She explained that the fees come out of the land value, so once the ordinance is implemented, the value of the land will effectively be diminished by the increased cost to build. However, she explained that the cost to build small projects in the downtown area is more expensive than the cost of the land in the Bayfront where the likely 50,000 square foot projects would be. Therefore, in relation to land cost she thought the tiered structure made sense. Councilmember Colson talked about the Below Market Rate Fund and stated that she had a lot of ideas on how the funds could be utilized. Councilmember Beach stated that she was in support of the proposed ordinance and wanted to see a policy discussion on how the Below Market Rate Fund would be utilized, soon rather than later. Vice Mayor Brownrigg stated that in discussions with a developer he was informed that the fees they currently pay are about $12 a square foot. Accordingly, he stated that if the City adopts the ordinance, that number could climb above $30 a square foot. He stated he was mentioning this because he worried about when the ordinance would go into effect. City Attorney Kane stated that the ordinance would take effect 30 days after adoption. Vice Mayor Brownrigg asked if he proposed that the ordinance not take effect until 90 days after adoption, if the ordinance would have to be reintroduced. City Attorney Kane replied in the affirmative. Vice Mayor Brownrigg stated he was concerned that many aren't aware of the City's intention to adopt commercial linkage fees. He explained that because the commercial linkage fees could have a significant impact on a project's budget, he believed that more notice was required. 13 Burlingame City Council June 19, 2017 Unapproved Minutes Agenda Item Ba Meeting Date: 7/3/17 Mayor Ortiz asked if staff was aware of projects that were in the pipeline or being discussed. CDD Meeker stated that any projects that are currently in the pipeline or due to be reviewed would be immediately noticed of the commercial linkage fees. Councilmember Keighran asked for a clarification on which projects would be impacted when the ordinance becomes effective. CDD Meeker stated that projects deemed complete prior to the date the ordinance becomes effective wouldn't be assigned commercial linkage fees. Councilmember Keighran stated that this concerned her, because the City would be impacting projects that are already meeting with the Community Development Department and who have developed their budget. Councilmember Beach stated she had to believe that individuals building large office developments were paying attention to the discussion of commercial linkage fees. She explained that many communities on the Peninsula had already adopted these fees and therefore it wouldn't be a surprise. Councilmember Colson agreed with Councilmember Beach. She stated that builders are looking at $450 of construction cost per square foot and what the Council was proposing was less than 5% of construction costs. She stated with how construction costs are escalating, developers have fairly large contingencies. Councilmember Keighran asked staff to notify any projects in the pipeline about the commercial linkage fees if the proposed ordinance is brought back for adoption. CDD Meeker replied in the affirmative. City Attorney Kane stated that another option is that the Council can adopt a resolution that reduces the fees for any project that is in the pipeline at the time of adoption. Mayor Ortiz stated that he was in support of the proposed ordinance and the prevailing wage resolution. He explained that in reference to the timing, the City has been talking about these fees for a long time. Councilmember Beach made a motion to bring the ordinance back for adoption at the July 3, 2017 Council meeting; seconded by Councilmember Colson. The motion passed unanimously by voice vote, 5-0. 10. STAFF REPORTS AND COMMUNICATIONS a. CONSIDERATION OF APPOINTMENTS TO THE LIBRARY BOARD OF TRUSTEES City Manager Goldman presented the staff report concerning consideration of appointments to the Library Board of Trustees. She stated that there were two impending vacancies on the Library Board of Trustees due to the expiring terms of Trustees Mike Nagler and Kerbey Altmann. She explained that the vacancies were publicized and notification letters were sent to past applicants. City Manager Goldman stated that three applications were received as of the deadline. The three applicants (Kerbey Altmann, Mike Nagler and Irving Agard) were interviewed by the Council. Mayor Ortiz opened the item for public comment. No one spoke. 14 Burlingame City Council June 19, 2017 Unapproved Minutes Agenda Item 8a Meeting Date: 7/3/17 CC Hassel -Shearer gave each Councilmember a ballot to vote for two candidates each for a three-year term. She then read the ballot of each Councilmember. Mike Nagler and Kerbey Altmann were unanimously chosen by the Council. Mayor Ortiz thanked all the candidates for their time. Congratulations to Mike Nagler and Kerbey Altmann on their appointments to the Library Board of Trustees. b. CONSIDERATION OF APPOINTMENT TO THE BEAUTIFICATION COMMISSION City Manager Goldman presented the staff report concerning consideration of an appointment to the Beautification Commission. She stated that there was one pending vacancy due to former Commission Vern Deason relocating outside of the City. She explained that the vacancy was publicized and notification letters were sent to past applicants. City Manager Goldman stated that one application was received as of the deadline of June 2, 2017. The one applicant, Qiva Dinuri, was interviewed by the City Council on June 14, 2017. Mayor Ortiz opened the item for public comment. No one spoke. CC Hassel -Shearer gave each Councilmember a ballot to vote for one candidate to fill former Commissioner Deason's remaining term ending October 7, 2019. Qiva Dinuri was unanimously chosen by the Council. Congratulations to Qiva Dinuri on her appointment to the Beautification Commission. c. DISCUSSION OF EUCALYPTUS TREE EVALUATION ON BURLINGAME AVENUE AND REMOVAL OF 12 TREES City Arborist Disco presented the staff report concerning the Eucalyptus tree evaluation on Burlingame Avenue and the removal of 12 trees. City Arborist Disco explained that on January 8, 2017, a Eucalyptus tree in front of the Candy Store on Burlingame Avenue, east of the railroad tracks, fell over. He explained that a month later, two more trees fell down in front of Atria. He noted that when these trees fell over they didn't disturb or damage the sidewalks. City Arborist Disco stated that the day after the two trees fell; he reviewed the Eucalyptus trees on Burlingame Avenue in order to ascertain why they were tipping over. He noted some root disturbance during his review and therefore called a qualified arborist to assess the trees. The qualified arborist assessed the trees using the Matheny and Clark 12 Point Assessment and determined that 12 Eucalyptus trees needed to be removed. 15 Burlingame City Council June 19, 2017 Unapproved Minutes Agenda Item 8a Meeting Date: 7/3/17 City Arborist Disco showed slides displaying the decay of the trees that were removed. He showed a cross- section of one of the Eucalyptus trees that was mostly decay and turned to sawdust when touched. City Arborist Disco explained that the 800-1000 blocks of Burlingame Avenue are themed blocks. Therefore, he stated that for each tree removed, it would need to be replaced with a Eucalyptus. He explained that he was planting Eucalyptus Citriodora, a species similar to what was removed, but the Citriodora only reaches heights of 70 feet instead of 120 feet. Accordingly, the Eucalyptus Citriodora is easier to maintain. He noted that the Citriodora has a fast growth rate, good structure, and an ability to adapt to multiple soil types. He added that there is a Citriodora in front of Easton Library. Vice Mayor Brownrigg discussed how the current Eucalyptus trees regularly shed large pieces of bark. City Arborist Disco stated that Citriodora doesn't have the same shedding issue. City Arborist Disco reviewed the next steps. He stated that staff will remove the stumps of the 12 Eucalyptus trees and plant new trees. Additionally, all Eucalyptus trees on Burlingame Avenue will be scheduled for routine pruning during this next fiscal year. He noted that there another 15 Eucalyptus trees need to be assessed for health and structure by a qualified arborist. He stated that after the assessment, he would evaluate the results to determine if any additional trees need to be removed. If it was determined that trees did need to be removed, he would bring this information back to Council. Lastly, he stated that this process would continue on Easton Drive. Mayor Ortiz asked what caused the decay on the Eucalyptus trees. City Arborist Disco stated that it probably started years ago with someone trimming a limb off the tree. Councilmember Beach asked if there was a sense of how old the grove of Eucalyptus trees on Burlingame Avenue was. City Arborist Disco stated that he believed that they are over a hundred years old. Councilmember Beach asked what the typical lifespan of the Eucalyptus trees was. City Arborist Disco replied that it was unclear. Councilmcmber Beach asked if the Citriodora had the same fragrant smell. City Arborist Disco responded in the affirmative, stating that it smells like lemons. Vice Mayor Brownrigg noted that City Arborist Disco is working with the City and Caltrans on reviewing the trees on El Camino Real. City Arborist Disco responded in the affirmative. Councilmember Keighran asked how the root system of the Citriodora compared with the root system of the old Eucalyptus trees. City Arborist Disco stated that he would have to get back to Council on that. Vice Mayor Brownrigg asked if it would help the root structure of the trees if the sidewalks were permeable. City Arborist Disco replied in the affirmative. 16 Burlingame City Council June 19, 2017 Unapproved Minutes Agenda Item 8a Meeting Date: 7/3/17 Councilmember Beach asked if the themed streets block meant that the replacement trees must be 100% the same type or if the City Arborist could choose other trees. City Arborist Disco stated it is 100%. Mayor Ortiz opened up the item for public comment. No one spoke. d. ADOPTION OF A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT FOR JOINT USE, MAINTENANCE, OPERATION, AND FOR MAINTAINING A STRONG COLLABORATIVE RELATIONSHIP BETWEEN THE CITY OF BURLINGAME AND THE BURLINGAME SCHOOL DISTRICT City Manager Goldman presented the staff report requesting that Council authorize her to execute the agreement for joint use, maintenance, operation, and for maintaining a strong collaborative relationship between the City of Burlingame and the Burlingame School District. City Manager Goldman stated that the City has a long partnership with the Burlingame School District that dates back decades. She stated that the current agreement the City has with BSD expires at the end of June. Therefore, the City and BSD have been negotiating a new agreement. City Manager Goldman stated that the significant provisions of the proposed agreement include: 1. The City will contribute $350,000 toward the resurfacing of Franklin and Osberg Fields if the work is done in FY 2017-18. That amount increases to $400,000 if the work is done in FY 2018-19, and $450,000 if the work is done in FY 2019-20. 2. The City will contribute 50% toward the cost of the future resurfacing of Franklin and Osberg Fields; that resurfacing is anticipated to take place ten years from the date of installation that will occur in 2017, 2018, or 2019. The City will set these funds aside in a dedicated City sub -fund within the Capital Projects Fund so that they are available when needed. 3. The obligation for the City to contribute its 50% of the future resurfacing cost survives any termination of the Agreement, provided that the City continues to retain the ability to schedule and use the fields and collect associated fees. 4. The District will bear sole responsibility and cost for the maintenance of both fields following the manufacturer's and installer's recommended maintenance schedule for such fields. The City -District Liaison Committee will be briefed annually by the Parks and Recreation Department and the District's Facilities Department on the condition of the fields. 5. The City will continue to pick up trash at the two fields on Mondays. 6. The City will remain responsible for scheduling the two District fields for use by the District, the City, Validated Youth User Organizations, and other groups during non -school hours. 7. The City will charge groups using the fields the applicable fees, pay the District $50,000 annually, and retain all other revenues derived from the use of the fields. 8. The City will continue to manage the after-school sports programs for elementary school and middle school students and pay the District 10% of the activity fees for each participant in the programs held at District school sites. 17 Burlingame City Council June 19, 2017 Unapproved Minutes Agenda Item 8a Meeting Date: 7/3/17 9. The City will continue to manage the non -sports enrichment programming and will pay the District 15% of the activity fees for each participant in the programs held at District school sites. (Under prior agreements, the City paid the District 10% of the fees.) 10. The District will guarantee the City a minimum of two classrooms at each school site for non -sports enrichment programming. Once the City's room requests have been confirmed, the City programs cannot be moved to alternate locations absent an emergency unless the alternate location is of sufficient size and can accommodate the needs of the particular class. 11. The City will manage the Adult Sports programs and pay the District 10% of the activity fees for each participant in programs held at District school sites. These currently include Sunday Drop In and the Adult Basketball League. 12. The City will continue to pay the District's storm drain fees. 13. The 2-2-2 Committee will expand to 3-3-2 (3 City staff, 3 District staff and 2 members of the public) in order to ensure that the appropriate City and District staff are available at the meetings to discuss enrichment and athletic programs. 14. The City will continue to pay 100% of the cost of seven crossing guards and 50% of the cost of three crossing guards. Additional crossing guards will be split 50/50. 15. The City will continue to provide Police resources for District schools to handle crime prevention programs and police incidents involving students. 16. The District will continue to support significant community events, such as the holiday tree lighting, and will assist the City with distribution of information about City programs to students and parents, including information about the City's scholarship program. City Manager Goldman explained that the primary impact to the City's budget is the cost of resurfacing the two turf fields. Additionally, she stated that the City will need to set aside 50% of the cost of the future resurfacing of the fields every year, currently estimated at $170,000 to $188,000 per year. City Manager Goldman stated that the remaining monetary items in the contract are similar to those included in prior agreements, with the following exceptions: 1. The City is no longer paying the District's water fees (approximately $40,000 annually). 2. The City will retain more in field fees than it did under the prior formula. 3. The District will get an extra 5% for non -sport enrichment programs on school sites. City Manager Goldman stated that the District has not yet approved the agreement and was waiting for the Council to vote first. Councilmember Colson stated that she attended the District's board meeting where the proposed agreement was discussed. She stated that the board was appreciative of the thoughtful discussion and work that had been done between the City and District. Mayor Ortiz opened up the item for public comment. No one spoke. Councilmember Beach thanked City and District staff for their hard work and arriving at a reasonable agreement. 18 Burlingame City Council June 19, 2017 Unapproved Minutes Agenda Item 8a Meeting Date: 7/3/17 Councilmember Keighran stated that she would be voting against the agreement. She stated that she agreed with almost every part of the agreement with the exception of bullet point 1 (that the City would contribute $350,000-$450,000 toward the resurfacing of Franklin and Osberg in the next three years). She explained that the field should have lasted ten years and that the District's bond measure had language included in it that funds would be utilized to turf the fields. She stated that she didn't believe that General Funds should be used to assist the District in returfing the fields in the next three years. Councilmember Keighran stated that if this agreement is to move forward that the City should pay the $350,000-$450,000 directly to the manufacturer. Mayor Ortiz thanked the City Manager for all the time she spent on this matter. Councilmember Beach made a motion to adopt Resolution Number 72-2017; seconded by Vice Mayor Brownrigg. The motion passed by voice vote, 4-1 (Councilmember Keighran voted against). 11. COUNCIL COMMITTEE AND ACTIVITIES REPORTS AND ANNOUNCEMENTS Council reported on various events and committee meetings they each attended on behalf of the City. 12. FUTURE AGENDA ITEMS Councilmember Beach requested a continued policy discussion of Lots F & N. Council determined that the developer should first submit their application and then a discussion could be had. 13. ACKNOWLEDGEMENTS The agendas, packets, and meeting minutes for the Planning Commission, Traffic, Parking & Safety Commission, Beautification Commission, Parks and Recreation Commission and Library Board of Trustees are available online at www.burlingame.org. a. MAY 2017 PERMIT ACTIVITY 14. ADJOURNMENT Mayor Ortiz adjourned the meeting at 10:19 p.m. Respectfully submitted, Meaghan Hassel -Shearer City Clerk 19 Burlingame City Council June 19, 2017 Unapproved Minutes AGENDA ITEM NO: 81 BURLI®NGA-ME STAFF REPORT MEETING DATE: July 3, 2017 To: Honorable Mayor and City Council Date: July 3, 2017 From: William Meeker, Community Development Director — (650) 558-7255 Subject: Adoption of an Ordinance Amending Title 25 of the Burlingame Municipal Code (Zoning Ordinance) to Include Regulations for Mechanical Equipment and a Resolution Finding that Adoption of the Ordinance is Categorically Exempt from Environmental Analysis Pursuant to the California Environmental Quality Act (CEQA) RECOMMENDATION The City Council should adopt the following resolution: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME FINDING THAT ADOPTION OF AN ORDINANCE AMENDING TITLE 25 OF THE BURLINGAME MUNICIPAL CODE (ZONING ORDINANCE) C.S. 25.58 (GENERAL USE PROVISIONS), TO INCLUDE REGULATIONS FOR MECHANCIAL EQUIPMENT IS CATEGORICALLY EXEMPT FROM REVIEW UNDER TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA), PURSUANT TO SECTION 15305 OF THE CEQA GUIDELINES (MINOR ALTERATIONS TO LAND USE LIMITATIONS) The City Council should adopt the following ordinance: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BURLINGAME AMENDING TITLE 25 OF THE BURLINGAME MUNICIPAL CODE (ZONING ORDINANCE) C.S. 25.58 (GENERAL USE PROVISIONS) TO INCLUDE REGULATIONS FOR MECHANCIAL EQUIPMENT BACKGROUND The City Council introduced the attached ordinance regulating the placement of mechanical equipment on residential properties at its meeting of June 19, 2017 and, following a duly noticed public hearing, directed that the ordinance be placed on the July 3, 2017 City Council agenda for adoption. Additionally, a resolution finding that adoption of the ordinance is categorically exempt from environmental analysis pursuant to the California Environmental Quality Act (CEQA) as it constitutes a minor alteration to land -use limitations is attached for adoption. 1 C.S. 25.58 — Mechanical Equipment Regulations FISCAL IMPACT None. Exhibit: Resolution — CEQA Findings Ordinance — Mechanical Equipment July 3, 2017 2 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME FINDING THAT ADOPTION OF AN ORDINANCE AMENDING TITLE 25 OF THE BURLINGAME MUNICIPAL CODE (ZONING ORDINANCE) C.S. 25.58 (GENERAL USE PROVISIONS), TO INCLUDE REGULATIONS FOR MECHANCIAL EQUIPMENT IS CATEGORICALLY EXEMPT FROM REVIEW UNDER TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA), PURSUANT TO SECTION 15305 OF THE CEQA GUIDELINES (MINOR ALTERATIONS TO LAND USE LIMITATIONS) THE CITY COUNCIL OF THE CITY OF BURLINGAME finds as follows: Section 1. Amendment of Title 25 of the Burlingame Municipal Code (Zoning Ordinance) to provide specific regulations for placement of mechanical equipment on residential properties constitutes a minor amendment to the City's land use limitations that will not result in a significant change in density or land use within the affected zoning districts. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BURLINGAME THAT adoption of regulations regarding the placement of mechanical equipment on residential properties is Categorically Exempt from review under the CEQA, pursuant to Section 15305 of the CEQA Guidelines which states that minor alterations in land use limitations in areas with an average slope of less than 20%, which do not result in any changes in land use or density, are exempt from environmental review. No significant environmental impacts would occur as a result of this amendment. Ricardo Ortiz, Mayor I, Meaghan Hassel -Shearer, City Clerk of the City of Burlingame, do hereby certify that the foregoing resolution was adopted at a regular meeting of the City Council held on the 31 day of July, 2017 by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: Meaghan Hassel -Shearer, City Clerk ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BURLINGAME AMENDING TITLE 25 OF THE BURLINGAME MUNICIPAL CODE (ZONING ORDINANCE) C.S. 25.58 (GENERAL USE PROVISIONS) TO INCLUDE REGULATIONS FOR MECHANCIAL EQUIPMENT WHEREAS, Title 25 of the Burlingame Municipal Code (Zoning Ordinance), Chapter 25.58 (General Use Provisions), provides specialized regulations for particular planning and building situations and conditions; and WHEREAS, the siting and operation of mechanical equipment should not adversely impact the aesthetics and tranquility of residential neighborhoods; and WHEREAS, the Burlingame Planning Commission considered regulations for mechanical equipment at public hearings held on November 23, 2015, January 11, 2016 and April 10, 2017; and WHEREAS, following a duly noticed public hearing on April 10, 2017, the Burlingame Planning Commission recommended to the City Council that it adopt the following proposed mechanical equipment regulations; and WHEREAS, the City Council of the City of Burlingame conducted duly noticed public hearings on June 5, 2017 at which it considered the Planning Commission's April 10, 2017 recommendation regarding the mechanical equipment regulations. Following conclusion of the public hearing, changes to the proposed ordinance were requested; and WHEREAS, the City Council of the City of Burlingame conducted duly noticed public hearings on June 19, 2017 and July 3, 2017 at which it considered revisions to the Planning Commission's April 10, 2017 recommendation regarding the mechanical equipment regulations based upon its June 5, 2017 discussion; and WHEREAS, the City Council introduced the Ordinance, by title only, waiving further reading at its June 19, 2017 public meeting and considered all written and oral testimony presented at that meeting, and a second reading of the proposed ordinance was duly noticed and held at the City Council's July 3, 2017 meeting. NOW, THEREFORE, the City Council does hereby ordain as follows: DIVISION 1: The Burlingame Municipal Code, Title 25 - Chapter 25.58 (General Use Provisions) is amended as follows: Chapter 25.58 GENERAL USE PROVISIONS 25.58.050 Mechanical Equipment. 1 ORDINANCE NO. (a) For the purposes of this chapter, mechanical equipment shall include machines and devices, including HVAC units, fans, vents, generators and elevator motors, integral to the regular operation of climate control, electrical and similar building systems. Mechanical equipment shall not include water heaters (both "tank" and "tankless" style) and enclosures for such units. (b) The following regulations apply to newly -installed mechanical equipment for new and existing residential dwellings and buildings: (1) Mechanical equipment may only be located in the rear 75% of the lot; (2) Mechanical equipment shall not be located within the front yard between the building and the property line; (3) Mechanical equipment shall be screened from view from any portion of adjacent streets by fences or hedges; (4) Mechanical equipment shall not be mounted on sloping roofs. Mechanical equipment may be mounted on flat roofs with prior approval by the Planning Division provided the equipment is concealed with solid screening that is integrated into the overall architectural design; (5) Equipment shall not exceed a Maximum Outdoor Noise Level (dBA) of 60 dBA Daytime (7 am —10 pm) or 50 dBA Nighttime (10 pm — 7 am) as measured from the property line; (c) An applicant subject to the regulations described in this section may apply to the Community Development Director for modification of those requirements, based on exceptional or extraordinary circumstances or conditions applicable to the property involved that do not apply generally to property in the same district. The application shall be made in writing and filed with the Community Development Director upon submittal of the building permit application. An applicant who was denied an exemption from these standards by the Director may appeal that determination by submitting a letter to the Community Development Department within 10 days of the Director's decision. That letter must set forth the applicant's request for review by the Planning Commission as well as any arguments or grounds on which the applicant will rely before the Commission. Any arguments or grounds not set forth in the appeal notice will not be considered by the Commission. The matter will be set for review by the Commission, and its determination will be final. If any section, subsection, sentence, clause or phrase of this Ordinance is for any reason held to be invalid, such decision shall not affect the validity of the remaining portions of this Ordinance. The Council hereby declares that it would have adopted the Ordinance and each section, subsection, sentence, clause or phrase thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid. 2 ORDINANCE NO. DIVISION 3: This Ordinance is exempt from the California Environmental Quality Act (CEQA) per State CEQA Guidelines Section 15305 (Minor Alterations in Land Use Limitations), which is a categorical exemption that applies to code amendments that will not have any significant environmental effects. DIVISION 4: This Ordinance shall be published in a newspaper of general circulation in accordance with California Government Code Section 36933, published, and circulated in the City of Burlingame, and shall be in full force and effect thirty (30) days after its final passage. Ricardo Ortiz, Mayor I, MEAGHAN HASSEL-SHEARER, City Clerk of the City of Burlingame, do hereby certify that the foregoing ordinance was introduced at a regular meeting of the City Council held on the 191h day of June, 2017 and adopted thereafter at a regular meeting of the City Council held on the _ day of 2017, by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: 3 ATTEST: Meaghan Hassel -Shearer, City Clerk AGENDA ITEM NO: Sc BRE STAFF REPORT MEETING DATE: July 3, 2017 To: Honorable Mayor and City Council Date: July 3, 2017 From: William Meeker, Community Development Director — (650) 558-7255 Subject: Adoption of an Ordinance Adopting Commercial Linkage Fees for New Commercial Development and a Resolution Providing for Discount of Such Fees when Prevailing Wages are Paid during Project Construction RECOMMENDATION Staff recommends that the Council take the following actions: Adopt the following ordinance: ORDINANCE OF THE CITY OF BURLINGAME ADDING CHAPTER 25.81 TO THE BURLINGAME MUNICIPAL CODE ESTABLISHING COMMERCIAL LINKAGE FEES FOR NEW COMMERCIAL DEVELOPMENTS IN THE CITY Adopt the following resolution: RESOLUTION OF THE CITY OF BURLINGAME ESTABLISHING AN AREA STANDARD WAGE POLICY FOR NEW COMMERCIAL DEVELOPMENTS SUBJECT TO THE IMPOSITION OF LINKAGE FEES UNDER CHAPTER 25.81 OF THE MUNICIPAL CODE BACKGROUND The City Council introduced the attached ordinance establishing commercial linkage fees for new commercial development at its meeting of June 19, 2017 and, following a duly noticed public hearing, directed that the ordinance be placed on the July 3, 2017 City Council agenda for adoption. Additionally, the Council reviewed a draft resolution establishing a standard wage policy for new commercial developments subject to commercial linkage fees that provides for a discount of said fees for development projects where workers building the project are paid the area prevailing wage. Since no changes were made to the draft resolution, it is also placed before the Council for adoption on July 3, 2017. FISCAL IMPACT As a per square foot fee deriving from new commercial development, potential revenues will vary depending on the size of a proposed project. Under a conservative ten percent growth scenario, it is projected revenues could reach between $7,152,560 and $8,669,192 by 2040 at the assumed fee levels (the range depending on the degree to which developers receive Commercial Linkage Fees for New Development July 3, 2017 discounts for utilizing prevailing wages). Under a more aggressive projection based on the 2040 General Plan buildout and market studies, revenues by could reach between $21,240,087 and $25,944,335 by 2040 at the assumed fee levels. Revenues would be directed into a dedicated housing fund to be used for the creation and support of affordable housing in the city. Exhibits: • Ordinance — Commercial Linkage Fees • Resolution - Prevailing Wage Discount 2 ORDINANCE NO. ORDINANCE OF THE CITY OF BURLINGAME ADDING CHAPTER 25.81 TO THE BURLINGAME MUNICIPAL CODE ESTABLISHING COMMERCIAL LINKAGE FEES FOR NEW COMMERCIAL DEVELOPMENTS IN THE CITY WHEREAS, California Government Code Section 65580(d) states that all cities have a responsibility to use the powers vested in them to facilitate the improvement and development of housing and to make adequate provision for the housing needs of all economic segments of the community; and WHEREAS, the provision of safe and stable housing for households at all income levels is essential for the public welfare of the city. Housing in Burlingame has become steadily more expensive and housing costs have gone up faster than incomes. Federal and state government programs do not provide enough affordable housing to satisfy the needs of very low, low, or moderate income households. As a result, there is a severe shortage of adequate, affordable housing for extremely low, very low, low and moderate income households; and WHEREAS, the City's 2015-2023 Housing Element states that it is the City's policy to establish programs to provide direct financial and technical assistance to facilitate the development of affordable workforce housing. The City can achieve its goal of assisting in the development of new housing that is affordable at all income levels only if adequate funding is available to support the development of such housing; and WHEREAS, in order to meet the needs of Burlingame's workforce, dwelling units will need to house a variety of household types, incomes, and age groups; and WHEREAS, Program H(C-3) of the City's 2015-2023 Housing Element specifies the consideration of a commercial linkage fee that would require developers of employment -generating commercial and industrial developments to contribute to the supply of low- and moderate -income housing through the provision of commercial in -lieu fees as prescribed in a nexus impact fee study; and WHEREAS, a Commercial Linkage Fee Nexus Study, dated November 2015, was prepared by Strategic Economics and Vemazza Wolfe Associates, Inc. demonstrating that commercial development projects in Burlingame attract employees, of whom a quantifiable number will have very low, low, or moderate incomes, and that new commercial development projects increase the demand for and exacerbate the shortage of affordable housing available for people at these income levels; and WHEREAS, the Commercial Linkage Fee Ordinance codified in this chapter will substantially advance the City's legitimate interest in providing additional housing affordable to all income levels in the city by providing funds for the development of housing affordable to very low, low, and moderate income households; and WHEREAS, based on the findings above, the City desires to further the public health, safety and welfare by requiring commercial development projects in the city to mitigate their impact on the need for affordable housing in the city; ORDINANCE NO. NOW, THEREFORE, the City Council does hereby ordain as follows: DIVISION 1: Section 1: Chapter 25.81 is added to the Burlingame Municipal Code as follows: Chapter 25.81 COMMERCIAL LINKAGE FEES 25.81.010 Purpose. 25.81.020 Definitions. 25.81.030 Commercial linkage fees. 25.81.040 Fee payment. 25.81.050 Exemptions. 25.81.060 Below Market Fund. 25.81.070 Administrative Relief/Appeal. 25.81.080 Enforcement. 25.81.010 Purpose. The purpose of this chapter is to: A. Encourage the development and availability of housing affordable to a broad range of households with varying income levels within the city as mandated by State law, California Government Code Section 65580 and following. B. Offset the demand for affordable housing that is created by new development and mitigate environmental and other impacts that accompany new commercial development by protecting the economic diversity of the City's housing stock; reducing traffic, transit and related air quality impacts; promoting jobs/housing balance; and reducing the demands placed on transportation infrastructure in the region. C. Promote the City's policy to provide an adequate number of affordable housing units to the city's housing stock in proportion to the existing or projected need in the community, as identified by the Housing Element. D. Support the Housing Element goal of providing housing opportunities for those who work in Burlingame. E. Support the Housing Element goal of achieving increased affordability of housing. F. Support the Housing Element policy of developing of a variety of housing types that are affordable to very low and extremely low income households. 2 ORDINANCE NO. G. Support the Housing Element goal of preserving residential character by encouraging maintenance, improvement and rehabilitation of the City's neighborhoods and housing stock. 25.81.020 Definitions. As used in this chapter, the following terms shall have the following meanings: A. "Administrator" means the Community Development Director of the City or other person designated by the City Manager. B. "Builder" means any person, firm, partnership, association, joint venture, corporation, or any entity or combination of entities which seeks City approvals for all or part of a commercial development project. C. "Building permit" includes full structural building permits as well as partial permits such as foundation -only permits. D. "Commercial" use includes hotels, retail uses, restaurants, services and offices. E. "Commercial development project" means an application for a planning permit or building permit that includes the new construction of gross square feet of commercial space or the conversion of a residential use to a commercial use. F. "Commercial linkage fee" means the fee paid by builders of commercial development projects to mitigate the impacts that such developments have on the demand for affordable housing in the City. G. "First approval' means the fust discretionary approval to occur with respect to a commercial development projects, or, for commercial development projects not requiring a discretionary approval, the issuance of a building permit. H. "Planning permit" means any discretionary approval of a commercial project, including but not limited to a comprehensive or specific plan adoption or amendment, rezoning, tentative map, parcel map, conditional use permit, variances, or architectural review. 25.81.030 Commercial Linkage Fees. Initial fees shall be imposed on new commercial development projects as follows: $7.00 per square foot for retail development (includes restaurant and service uses), $12.00 per square foot for hotel, $18.00 per square feet for office of 50,000 square feet or less, and $25.00 per square feet for office greater than 50,000 square feet. Fees shall be based on the calculation of gross square feet of floor area, excluding enclosed parking areas, and shall include a credit for existing uses. The Council may amend these fees through the public hearing process for the City's Master Fee Schedule. Commercial 3 ORDINANCE NO. linkage fees shall not exceed the cost of mitigating the impact of the commercial development projects on the need for affordable housing in the city. 25.81.040 Fee Payment. Any commercial linkage fee shall be paid in full prior to the issuance of the first building permit for the commercial development project subject to the fee or at a time otherwise specified by Council resolution. If no building permit is required, the fee shall be paid before a conversion of use may take place. The fee shall be calculated based on the fee schedule in effect at the time the building permit is issued. 25.81.050 Exemptions. chapter: law. A. The following commercial development projects are exempt from the provisions of this Projects adding less than 5,000 square feet of net new square footage. 2. City buildings and facilities and those public facilities entitled to an exemption under 3. Projects that have established a vested right not to be subject to this chapter. 4. Applications under review by the Planning Commission that had been deemed complete at the time of adoption of the commercial linkage fees provided for in this Chapter. B. The City Council may elect to waive payment of the commercial linkage fee if it finds that: (1) the commercial development project is dedicated to a public use owned and operated by other public agencies or a nonprofit public benefit corporation; and (2) the benefits to the community provided by such public use exceed those that would be provided by the payment of the commercial linkage fee. If the City Council elects to waive commercial linkage fees pursuant to this provision, the public use of the site shall be guaranteed by a recorded document in a form acceptable to the City Attorney. C. The City Council by resolution may adopt additional exemptions from time to time. 25.81.060 Below Market Rate Fund. A. Special Revenue Fund. A fund for the deposit of fees established under this chapter shall be established and may also receive monies for housing from other sources. B. Purpose and Limitations. Monies deposited in the fund shall be used to increase and improve the supply of housing affordable to moderate-, low-, very low-, and extremely low-income households. Such purpose includes the purchase of affordability covenants or similar initiatives whose purpose is to preserve existing affordable housing that may otherwise be lost due to market conditions. CO3 nut./:\`►[IN Bina Monies may also be used to cover reasonable administrative or related expenses associated with the administration of this chapter. C. Administration. The fund shall be administered by the Administrator, who may develop procedures to implement the purposes of the fund consistent with the requirements of this chapter and subject to any adopted budget of the City and generally applicable accounting and procurement processes. D. Expenditures. Fund monies shall be used in accordance with the City's Housing Element, or subsequent plans adopted by the City Council to maintain or increase the quantity, quality, and variety of affordable housing units or assist other governmental entities, private organizations or individuals to do so. Permissible uses include, but are not limited to, land acquisition, debt service, parcel assemblage, gap financing, housing rehabilitation, grants, unit acquisition, new construction, and other pursuits associated with providing affordable housing. The fund may be used for the benefit of both rental and owner -occupied housing. 25.81.070 Administrative Relief/Appeal. A. The builder of a project subject to this chapter may request that the requirements of this chapter be waived or modified by the City Council, based upon the absence of any reasonable relationship or nexus between the impacts of the development and either the amount of the fee charged or the type of facilities to be financed. B. The application shall be made in writing and filed with the Community Development Director not later than: 1. Twenty (20) days prior to the public hearing before the Planning Commission on the development project application under this title, or 2. If no hearing before the Planning Commission is required by this title, at the time of the filing of the application for a development permit. The application shall state in detail the factual basis for the claim of waiver, reduction, or adjustment. C. The City Council shall consider the application at a public hearing held within sixty (60) days after the filing of the fee adjustment application. If a reduction, adjustment or waiver is granted, any change in use within the development project shall invalidate the waiver, adjustment or reduction of the fee. The decision of the City Council is final. 25.81.080 Enforcement. A. Payment of the commercial linkage fee is the obligation of the builder of a commercial development project. The City may institute any appropriate legal actions or proceedings necessary to 5 ORDINANCE NO. ensure compliance herewith, including, but not limited to, actions to revoke, deny, or suspend any permit or development approval. B. The City Attorney shall be authorized to enforce the provisions of this chapter and all below market rate housing agreements, regulatory agreements, and all other covenants or restrictions placed on affordable units, by civil action and any other proceeding or method permitted by law. C. Failure of any official or agency to fulfill the requirements of this chapter shall not excuse any builder or owner from the requirements of this chapter. No permit, license, map, or other approval or entitlement for a commercial development project shall be issued, including without limitation a final inspection or certificate of occupancy, until all applicable requirements of this chapter have been satisfied. D. The remedies provided for in this chapter shall be cumulative and not exclusive and shall not preclude the City from any other remedy or relief to which it otherwise would be entitled under law or equity. DIVISION 2: If any section, subsection, sentence, clause or phrase of this Ordinance is for any reason held to be invalid, such decision shall not affect the validity of the remaining portions of this Ordinance. The Council hereby declares that it would have adopted the Ordinance and each section, subsection, sentence, clause or phrase thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid. DIVISION 3: This Ordinance is exempt from the California Environmental Quality Act (CEQA) per State CEQA Guidelines Section 15378(b)(4), which indicates that administrative actions that do not result in physical changes to the environment are not considered "projects" requiring review. The proposed Ordinance is also exempt per Section 15305 (Minor Alterations in Land Use Limitations), which is a categorical exemption that applies to code amendments that will not have any significant environmental effects. DIVISION 4: This Ordinance shall be published in a newspaper of general circulation in accordance with California Government Code Section 36933, published, and circulated in the City of Burlingame, and shall be in full force and effect thirty (30) days after its final passage. Ricardo Ortiz, Mayor G ORDINANCE NO. I, Meaghan Hassel -Shearer, City Clerk of the City of Burlingame, do hereby certify that the foregoing ordinance was introduced at a regular meeting of the City Council held on the 19t1 day of June, 2017 and adopted thereafter at a regular meeting of the City Council held on the 3' day of July, 2017, by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: 7 ATTEST: Meaghan Hassel -Shearer, City Clerk RESOLUTION NO. RESOLUTION OF THE CITY OF BURLINGAME ESTABLISHING AN AREA STANDARD WAGE POLICY FOR NEW COMMERCIAL DEVELOPMENTS SUBJECT TO THE IMPOSITION OF LINKAGE FEES UNDER CHAPTER 25.81 OF THE MUNICIPAL CODE WHEREAS, California Government Code Section 65580(d) states that all cities have a responsibility to use the powers vested in them to facilitate the improvement and development of housing and to make adequate provision for the housing needs of all economic segments of the community; and WHEREAS, the City Council of the City of Burlingame has determined that the development of an area standard wage policy, in addition to the City's commitment to enforcing prevailing wage requirements as to public works projects, as such projects are defined in California Labor Code Section 1720 et seq., is necessary to protect local job opportunities and to increase wages of workers and residents in the city; and WHEREAS, the City Council has adopted a commercial linkage fee ordinance (Municipal Code Section 25.81) that authorizes the imposition of commercial linkage fees for certain commercial development projects to mitigate the impact of such projects on the need for affordable housing in the city (the "Commercial Linkage Fee Ordinance"); and WHEREAS, in connection with its Commercial Linkage Fee Ordinance, the City has received and considered reports from the Commercial Linkage Fee Nexus Study dated November 2015, prepared by Strategic Economics and Vernazza Wolfe Associates, Inc.; and WHEREAS, the Nexus Study demonstrates that commercial development projects create a need for affordable housing in the city by creating many jobs paying such low wages that workers cannot afford market rate housing in the city; and WHEREAS, the City has determined that the payment by commercial development projects of "Area Standard Wages," which shall be defined as the general prevailing wage determinations for San Mateo County as made by the State of California Director of the Department of Industrial Relations, will increase certain households' ability to afford housing in the city, thereby reducing the impact of those commercial development projects on the need for affordable housing in the city; and WHEREAS, in recognition of the reduced impact of projects paying Area Standard Wages, the City Council now desires to adopt an Area Standard Wage Policy that will reduce the Commercial Linkage Fee for all commercial development projects that voluntarily enter into an agreement with the City to pay Area Standard Wages consistent with this Resolution; and RESOLUTION NO. WHEREAS, the staff report accompanying this Resolution and referenced documents have been presented to and considered by the City Council in support of the findings and approvals set forth in this Resolution; are hereby incorporated by reference to this Resolution; and, together with the above recitals any public testimony received, form the evidentiary basis and establish the analytical route for reaching the ultimate findings and conclusions contained in this Resolution. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Burlingame as follows: 1. The foregoing recitals are true and correct and incorporated into this Resolution by this reference. 2. The provisions of this Resolution shall apply to all commercial development projects, as such terms are defined in the Commercial Linkage Fee Ordinance, where the developer voluntarily enters into an "Area Standard Wage Participation Agreement' (an "Agreement") with the City. The Agreement shall apply to construction of the development project and related public works that are within the customary jurisdiction of the construction trades and crafts, whether performed on or off-site, but need not include off-site work performed by materialmen, as defined under California law. 3. Upon execution of an Agreement that conforms to the requirements of this Resolution, initial fees shall be imposed on new commercial development projects as follows: $5.00 per square foot for retail development (includes restaurant and service uses), $10.00 per square foot for hotel, $15.00 per square feet for office of 50,000 square feet or less, and $20.00 per square feet for office greater than 50,000 square feet. If the developer commits a material breach of such Agreement, the difference in commercial linkage fees between the adopted fees and the reduced amount under this Resolution shall become due and payable to the City, in addition to all other remedies set forth herein. 4. All employees performing construction work for a project subject to an Agreement shall be paid not less than the Area Standard Wage or the highest prevailing rate of per diem wages as determined and published by the California Department of Industrial Relations subject to California Labor Code Section 1733 from the commencement of construction until the issuance of the latter of either a final certificate of occupancy or a final inspection. Nothing in this Resolution shall be construed to prohibit payment of more than Area Standard Wages. 5. The Agreement shall apply to the employees of any employer, including the developer, any general contractor or subcontractor, or other contractor engaged in construction including their successors or assignees (collectively, the "employer"), but it shall not apply to supervisory or managerial personnel or to persons employed in the rental, operation, or maintenance of the nonresidential development project. 2 RESOLUTION NO. 6. The initial Area Standard Wage for each of the employer's employees shall be the published wage rate as of the date the employee commences work on the nonresidential development project. The employer shall be responsible for checking on a quarterly basis whether the Area Standard Wage has been adjusted. In the event that the Area Standard Wage has been adjusted, the employer shall pay such adjusted Area Standard Wage; provided, however, that in no event shall the employer pay less than the initial Area Standard Wage. 7. The employer shall keep an accurate payroll record as specified in California Labor Code Section 1776(a). Certified copies of the payroll records shall be available for inspection at all reasonable hours at a local office of the employer. Copies of the Area Standard Wage Participation Agreement and the records granting the permits authorizing the nonresidential development project shall be provided upon request of a City representative. Any employee, his or her designee, or the public may also request copies of the payroll records from the City. The addresses and social security numbers of the employees may be masked or deleted so as to prevent disclosure in copies furnished to the public. The failure of an employer to comply with the requirements of this section shall create a presumption that Area Standard Wages have not been paid. S. Nothing in this Resolution shall prevent the employment of any number of properly registered apprentices, as defined in Chapter 4, Division 3 of the California Labor Code. Every such apprentice shall be paid not less than the Area Standard Wage paid to apprentices under the regulations of the crafts or trade at which he or she is employed and shall be employed only at the work of the craft or trade to which he or she is registered. The employment and training of each apprentice shall be in accordance with the provisions of the apprenticeship standards and apprentice agreements under which he or she is in training. 9. The provisions of this Resolution shall be incorporated into the Agreement for all commercial development projects where the developer voluntarily agrees to enter into an Agreement. The developer shall also cause the provisions of this requirement to be incorporated into each contract and subcontract which would be subject to this requirement. In the event the provisions are not so incorporated, the developer shall be liable to the worker in any action or proceeding for the difference between the Area Standard Wage rate required to be paid and the amount actually paid to the worker, including costs and attorney fees, as if the developer were the actual employer. 10. The Community Development Director, or his or her designee, shall maintain for public inspection the current Area Standard Wages. All bid specifications and contracts subject to the provisions of this Resolution shall reference the obligations imposed under this Resolution. A copy of the applicable wage rates together with a copy of a "Notice to Employees," which notice shall be prepared by the developer and approved by City staff, shall be given to any employer subject to the provisions of this Resolution, and all such employers shall post a copy of the Area Standard Wages 3 RESOLUTION NO. applicable to the work to be done at the job site in a prominent, visible place readily accessible to the workers employed in the construction of the improvements. 11. No laborer or employee to whom the wage, salary, or other labor standards of this Resolution are applicable shall be discharged or in any other manner discriminated against by the employer because such employee has filed any complaint or instituted, or caused to be instituted, any proceeding or has testified or is about to testify in any proceeding under or relating to the provisions of this Resolution. 12. In the event of a breach of this Resolution or an Area Standard Wage Participation Agreement, the employer shall be liable to the employee for any unpaid wages overtime wages, and benefits established by this Resolution. 13. In the event of failure to pay any employee, laborer, or mechanic (including any apprentice, trainee, or helper) employed in the construction of a residential or nonresidential development project subject to this Resolution all or part of the wages required by this Resolution, the developer shall, upon written demand of the Community Development Director, withhold or cause to be withheld from any moneys payable on account of work performed by a contractor an amount as may be considered necessary to pay laborers and mechanics employed by such contractor or subcontractor the full amount of wages, overtime wages, and benefits required by these labor standards after providing 10 -days written notice of such intent to the contractor or subcontractor who has failed to pay the applicable Area Standard Wages to any worker. The developer shall, after such written notice to the contractor, disburse such amounts withheld for and on account of the contractor to the respective employees to whom they are due. If the employee cannot be found to satisfy the unpaid wages, unpaid overtime wages, and benefits, all such sums shall be remitted to the City's general fund, including a credit for applicable accrued penalties. 14. Nothing in this Resolution shall preclude enforcement by the California Division of Labor Standards Enforcement for any matter over which the Division has jurisdiction. 15. The Community Development Director shall have the authority to issue guidelines, rules or regulations from time to time in furtherance of this Resolution. 16. Adoption of this Resolution is exempt from the California Environmental Quality Act (CEQA) because the adoption of this Resolution is not a project, in that it is related to a government funding mechanism which does not involve any commitment to any specific project (CEQA Guidelines Section 15378(b)(4)), and because it can be seen with certainty that there is no possibility that the Area Standard Wages provisions may have a significant effect on the environment, in that this Resolution contains no provisions modifying the physical design, development, or construction of residences or nonresidential structures (CEQA Guidelines Section 15061(b)(3)). 19 RESOLUTION NO. 17. This Resolution shall take effect on September 1, 2017 but only if the Commercial Linkage Fee Ordinance is adopted and effective prior to that date. Ricardo Ortiz, Mayor I, Meaghan Hassel -Shearer, City Clerk of the City of Burlingame, do hereby certify that the foregoing Resolution was adopted by the City Council at its regular meeting on the 31 day of July, 2017 by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: F Meaghan Hassel -Shearer, City Clerk STAFF REPORT AGENDA NO: 8d a MEETING DATE: July 3, 2017 To: Honorable Mayor and City Council Date: July 3, 2017 From: Syed Murtuza, Public Works Director — (650) 558-7230 Subject: Adoption of a Resolution Authorizing the Renewal of an Agreement with GPS Insight to Provide Global Positioning System (GPS) Services for the City's Fleet System Staff recommends that the City Council approve the attached resolution authorizing the renewal of an agreement with GPS Insight to provide GPS services for the City's fleet system for the next three years for a total of $63,617.40. The City has 77 vehicles in its fleet programmed to use GPS in order to provide efficient services and for emergency response. GPS Insight (hardware/software vendor) was selected through a competitive process and has been successfully providing GPS services for the last three years. Their contract is ending in November of 2017. The City is very satisfied with their services and wishes to renew the contract. Although staff had negotiated an agreement with GPS Insight to reduce their current monthly service fee from $34.95 to $29.95 per vehicle per month for the next three years, GPS Insight was recently awarded a National Joint Powers Alliance (NJPA) contract for Fleet Global Positioning Services. NJPA is a nationwide cooperative consortium for public agencies that provides pre -negotiated lowest cost for equipment, materials, and services to public agencies though collective purchasing power. As a member of the NJPA, the City is able to further reduce the cost of GPS services to $22.95 per vehicle per month, for a total of $63,617.40 for the next three years, an overall reduction of $33,264 from the current pricing model. FISCAL IMPACT The FY 2017-18 budget contains sufficient funds for this procurement. Exhibits: • Resolution • GPS Insight Renewal Agreement 1 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME AUTHORIZING THE RENEWAL OF AN AGREEMENT WITH GPS INSIGHT FOR GLOBAL POSITIIONING SYSTEM (GPS) SERVICES FOR THE CITY'S FLEET SYSTEM WHEREAS, the City has 78 vehicles that use GPS services for efficient delivery of City services and for emergency response purposes; and WHEREAS, through a prior competitive process, GPS Insight was selected to provide these services, and the City has been satisfied with the company's services; and WHEREAS, the current agreement with GPS Insight ends in November 2017, and the City wishes to renew the agreement to continue providing GPS services to the City's fleet system; and WHEREAS, GPS Insight is a National Joint Powers Alliance (NPJA) vendor, which allows them to offer cooperative competitive pricing for government and educational institutions and agencies; and utilizing NPJA for procurement satisfies the bidding requirements for public agencies; and WHEREAS, the City's current price for GPS equipment rental is $34.95 per vehicle per month for three years; and the new renewal price through the NJPA is $22.95 per vehicle per month for a three-year term, for a total of $63,617.40 NOW, THEREFORE, be it RESOLVED, and ORDERED that the Director of Public Works can renew the agreement with GPS Insight for a period of three years commencing December 2017, for the costs and terms procured through the NJPA process. Mayor I, Meaghan Hassel -Shearer, City Clerk of the City of Burlingame, certify that the foregoing Resolution was introduced at a regular meeting of the City Council held on the 3rd day of Jam, 2017, and was adopted thereafter by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: City Clerk VA" N' GPS INSIGHT MONITORING AGREEMENT RENEWAL: DEVICE RENTAL I N S I G FI T This Agreement is between City of Burlingame (the Customer) and GPS Insight, LLC (the Company) effective on: IL___/21___/2017 Term of Agreement: This agreement requires a 36 -month term. The 36 -month term is initiated upon the later of the effective date above or the 1st of the month following receipt of this signed agreement. The Customer will be subject to 36 consecutive months of the contracted Subscription Rate irrespective of whether a device is returned or deactivated prior to the expiration of the initial 36 -month term. The agreement will be month-to-month following the initial 36 -month term unless customer agrees to a subsequent renewal term. The devices are warranted for material defect throughout the initial 36 -month term and all subsequent agreed upon renewal terms. The Customer shall be liable for any loss of or damage to the equipment, however occurring, during the full Renewal term of the specific device. The Customer shall compensate GPS Insight for any such loss or damage, up to and including the full replacement value(s) of the equipment. GPS Insight may require the Customer to issue a purchase order as a condition of the renewal agreement. In the event a purchase order is required, the resultant purchase order shall clearly state Customer's liability to compensate GPS Insight for loss of or damage to the rental equipment. Additionally, Customer's purchase order shall denote the replacement value of the rental equipment, as specified below. Hardware Included & Replacement Value Unit Type 1: GPSI-3900 Unit Type 2: Unit Type 3: Replacement Value $: 240.00 Replacement Value $: Replacement Value $: Although not specifically noted, it is understood that the replacement value(s) delineated above includes any accessories and peripheral items that may have been supplied with the Rental equipment. Renewal Rate (additional orders following the contract renewal date of the same device and monitoring type will be at the contract renewal rate) # 77 Devices x ($ 5.00 Device Rental + $ 1795 Device Monitoring) _ $1,767.15 Total Monthly Service # Devices x ($ Device Rental + $ Device Monitoring) _ $ Total Monthly Service Rights, Responsibilities and Liabilities of the Parties 1. Unless otherwise agreed in writing between the parties, Customer shall be responsible for transporting the rental equipment to and from Customer's premises and for payment of all charges related thereto. Customer shall be solely and exclusively liable for any damage to the equipment that may occur during transport to and from Customer's premises, except in any case where GPS Insight, LLC has agreed to accept responsibility for such transport. Transport shall take place by air or ground, and in all cases, by readily traceable means. Customer shall, at its option, make special transportation arrangements with GPS Insight, LLC by specifying the carrier and type of service for transport of the rental equipment. In any such case, Customer shall provide its shippers account number so that GPS Insight, LLC may identify Customer as the Bill to Party on the designated carrier s bill of lading or airway bill. In the absence of any such special instruction from Customer, GPS Insight, LLC shall ship the rental equipment via UPS Air, ground, or equivalent, or by most economical means in the event of shipment by air, and shall prepay and bill Customer for all charges. Customer and GPS Insight, LLC shall fulfill any Customs obligations arising hereunder in their respective countries at their sole and separate expense. 2. Customer shall, for the full duration of the renewal period, maintain the equipment in good condition. The equipment is, and shall at all times be and remain, the sole and exclusive property of GPS Insight, LLC; and the Customer shall have no right, title, or interest therein or thereto, except as expressly set forth in this Agreement. In recognition of the foregoing, Customer's business records shall reflect that the rental equipment is the sole and exclusive property of GPS Insight, LLC. Unless otherwise agreed in writing between the parties, Customer shall return the rental equipment to GPS Insight, LLC within fifteen (15) days from the agreed upon return date. Written confirmation of pending return shall be provided no later than two (2) days prior to the agreed upon return date. When transporting rental equipment to GPS Insight, LLC, Customer shall provide the tracking number (bill of lading number, airway bill number, etc.) as directed by the support staff at GPS Insight, LLC. Any questions regarding such transport should be directed to Support by telephone at 1-866-477-4321 or via E-mail at support@gosinsight.com. 4. GPS Insight, LLC shall notify Customer in writing of any damaged or missing equipment within five (5) days from date of receipt of the returned equipment. GPS Insight, LLCs written notification shall specify the cost to Customer for repair or replacement of such damaged or missing equipment, and Customer shall compensate GPS Insight, LLC for same, pursuant to the provisions of paragraph 5 directly below. The Customer shall be liable for any loss of or damage to the equipment, however occurring, during the full term of the renewal period. The Customer shall compensate GPS Insight, LLC for any such loss or damage, up to and including the full replacement value(s) of the equipment. GPS Insight, LLC may require Customer to issue a purchase order as a condition of the arrangement. In the event a purchase order is required, the resultant purchase order shall clearly state Customer s liability to compensate GPS Insight, LLC for loss of or damage to the rental equipment; as such liability is herein defined. Additionally, Customers purchase order shall denote the replacement value of the rental equipment, as specified below. 2. In all cases, unless otherwise previously approved, Customer must provide GPS Insight, LLC with direct access to a credit card that is acceptable to GPS Insight, LLC (MC, Visa or AMEX) or allow for an automated Electronic Funds Transfer from Customer's bank account. Said credit card/EFT shall be funded in an amount sufficient to cover the initial monies owed and the subsequent monthly rental totals as they are incurred. The credit card may be used as a security deposit for established customers. Customer shall keep the rental equipment free and clear of all levies, liens and encumbrances. Customer, or GPS Insight, LLC at Customer's expense, shall report, pay and discharge when due all license and registration fees, assessments, sales, use and property taxes, gross receipts, taxes arising out of receipts from use or operation of the rental equipment, and other taxes, fees and governmental charges similar or dissimilar to the foregoing, together with any penalties or interest thereon, imposed by any state, federal or local government or any agency, or department thereof, upon the rental equipment or the purchase, use, operation or leasing of the rental equipment or otherwise in any manner with respect thereto and whether or not the same shall be assessed against or in the name of GPS Insight, LLC or Customer. However, Customer shall not be required to pay or discharge any such tax or assessment so long as it shall, in good faith and by appropriate legal proceedings, contest the validity thereof in any reasonable manner which will not affect or endanger the title and interest of GPS Insight, LLC to the rental equipment; provided, Customer shall reimburse GPS Insight, LLC for any damages or expenses resulting from such failure to pay or discharge. 4. Customer shall indemnify GPS Insight, LLC against, and hold GPS Insight, LLC harmless from, any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including reasonable attorney's fees and costs, arising out of, connected with, or resulting from Customer's misuse of the rental equipment, including without limitation the delivery, possession, use, operation, or return of the rental equipment. 5. Customer shall prepay the stated monthly subscription fee, one month in advance. Unless otherwise approved, such prepayment shall be made via Customer credit card or automatic Electronic Funds Transfer from Customers bank account, which shall expressly provide for such prepayment. Any amount overpaid against actual airtime usage shall be credited to other amounts owing by Customer, or if none owing, shall be refunded to Customer within five (5) days from expiration of the billing period. Isr I. Costs and Payment 1. Customer shall bear all costs of operation and repair of the rental equipment during the renewal period. If, during the term of the renewal, the rental equipment should require repair, Customer shall notify GPS Insight, LLC and GPS Insight, LLC shall be responsible for effecting such repair. In the event that failure is caused by inherent defect, GPS Insight, LLC shall bearthe cost of repair. Customer shall, otherwise, bear the cost of repair. Customer shall remit payment for repair within ten (10) days from receipt of GPS Insight, LLC s repair invoice. In the event payment is not received within ten (10) days, GPS Insight, LLC shall be entitled to secure payment via Customers credit card, which shall be made available to GPS Insight, LLC, as stipulated in paragraph 2. directly below. CUSTOMER SHALL NOT, UNDER ANY CIRCUMSTANCES, UNDERTAKE TO REPAIR, MAINTAIN OR MODIFY THE RENTAL EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF GPS INSIGHT. LLC. 2. In all cases, unless otherwise previously approved, Customer must provide GPS Insight, LLC with direct access to a credit card that is acceptable to GPS Insight, LLC (MC, Visa or AMEX) or allow for an automated Electronic Funds Transfer from Customer's bank account. Said credit card/EFT shall be funded in an amount sufficient to cover the initial monies owed and the subsequent monthly rental totals as they are incurred. The credit card may be used as a security deposit for established customers. Customer shall keep the rental equipment free and clear of all levies, liens and encumbrances. Customer, or GPS Insight, LLC at Customer's expense, shall report, pay and discharge when due all license and registration fees, assessments, sales, use and property taxes, gross receipts, taxes arising out of receipts from use or operation of the rental equipment, and other taxes, fees and governmental charges similar or dissimilar to the foregoing, together with any penalties or interest thereon, imposed by any state, federal or local government or any agency, or department thereof, upon the rental equipment or the purchase, use, operation or leasing of the rental equipment or otherwise in any manner with respect thereto and whether or not the same shall be assessed against or in the name of GPS Insight, LLC or Customer. However, Customer shall not be required to pay or discharge any such tax or assessment so long as it shall, in good faith and by appropriate legal proceedings, contest the validity thereof in any reasonable manner which will not affect or endanger the title and interest of GPS Insight, LLC to the rental equipment; provided, Customer shall reimburse GPS Insight, LLC for any damages or expenses resulting from such failure to pay or discharge. 4. Customer shall indemnify GPS Insight, LLC against, and hold GPS Insight, LLC harmless from, any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including reasonable attorney's fees and costs, arising out of, connected with, or resulting from Customer's misuse of the rental equipment, including without limitation the delivery, possession, use, operation, or return of the rental equipment. 5. Customer shall prepay the stated monthly subscription fee, one month in advance. Unless otherwise approved, such prepayment shall be made via Customer credit card or automatic Electronic Funds Transfer from Customers bank account, which shall expressly provide for such prepayment. Any amount overpaid against actual airtime usage shall be credited to other amounts owing by Customer, or if none owing, shall be refunded to Customer within five (5) days from expiration of the billing period. 6. If Customer fails to pay any subscription fee or other amount herein provided within thirty (30) days after Customer has been notified of the intent to declare the account in default due to non- payment, or if Customer fails to observe, keep or perform any other provision of this Customer Agreement required to be observed, kept or performed by Customer, GPS Insight, LLC shall have the right to exercise any one or more of the following remedies: a. To take whatever legal action may be necessary to recover all subscription fees and other payments, then accrued or thereafter accruing due to continued possession of rental equipment. b. To attempt to take possession of the rental equipment, without demand or notice, wherever same may be located, without any court order or other process of law. Customer hereby waives any and all damages occasioned by such taking of possession. c. To terminate this Renewal Agreement. d. To pursue any other remedy at law or inequity. 7. Notwithstanding any repossession or any other action which GPS Insight, LLC may take, Customer shall be and remain liable for the full performance of all obligations on the part of the Customer to be performed underthis Subscription Agreement. All of GPS Insight, LLC's remedies are cumulative, and may be exercised concurrently or separately. III. GPS Insight Rental Hardware Warranty General Terms of Coverage GPS Insight devices are covered by a manufacturer warranty for the term of the renewal agreement from the effective date and any/all subsequent renewal agreements. Coverage includes the device and the device peripherals (Antenna & Connecting Harness). Warranty coverage is activated by device malfunction according to pre -determined specifications as determined at the sole discretion of GPS Insight. The device is designed to resist normal physical wear and tear in all vehicles that meet compatibility/appropriateness guidelines. Warranty coverage is VOID if GPS Insight determines that device failure is due to any of the following reasons: 1. Physical damage to the unit caused by negligent/improper handling and treatment of the device on the part of the customer, or any other 3rd party. 2. Damage caused by water or any other liquid 3. Tampering with the unit or associated peripherals or the vehicle itself e.g. intentionally denying power to the device. 4. Improper installation. All installations must conform to GPS Insight's Installation Guidelines. 5. Cutting or otherwise impairing the device Connector Harness. 6. Cutting or otherwise impairing the Antenna and/or Antenna Cables. 7. Defects or damage caused by the use of non -GPS Insight branded or approved products, accessories or other peripheral equipment. 8. GPS Insight serial number has been removed or defaced. 9. Any other circumstance that GPS Insight deems to constitute intent on the part of the customer, vehicle driver or any other party to purposefully impair the functionality of the device. Outside of these conditions, GPS Insight devices that are not operating to specifications and are within the term of warranty may be eligible for an RA # authorizing replacement of the device and/or device peripherals as needed. For details please see the Return Authorization Policy and Process information below. 4 4F* C7PS I N S I G H T Return Authorization Policy & Process If your device is not functioning properly, please contact our Customer Support department at 866.477.4321 to assist you in troubleshooting the device. Our Customer Care team will work with you to resolve the issue. If we are unable to resolve the issue remotely the device, antenna or harness may need to be replaced. The procedure for issuance of the GPS Insight RA # and for shipment of replacement parts depends on the warranty coverage status of the particular device. For devices under warranty: 1. Troubleshooting a. Contact GPS Insight Customer Care at 866.477.4321 to remotely troubleshoot 1 the device and peripherals. 2. Return Authorization Number a. If the issue cannot be resolved by Customer Care, you are eligible to be issued an RA # authorizing warranty coverage for replacement of the defective device and/or peripherals. b. Devices and peripherals under warranty cannot be repaired, they must be replaced. c. The RA # issued can only be used for the unit and/or peripherals with the serial numbered unit specified. 3. Replacement Unit a. GPS Insight will ship a replacement device and/or peripherals, within 48 business hours of issuing the RA #. Replacement device may be a refurbished product. Refurbished devices are previously used, reconditioned and tested devices, which must pass strict quality control standards. b. For approved RA's GPS Insight will pay for standard ground shipping of replacement device and/or peripherals. If you wish to expedite shipping from ground service to expedited delivery, you will need to provide consent to be billed forthe expedited shipping charges. c. Replacement Devices are covered under warranty for the greater of; (1) the balance of the remaining warranty period of the original device or (2) ninety (90) days from date of activation of the replacement device. Warranty coverage on the replacement device will match the warranty coverage inherited from the original device. Warranty coverage for the ninety (90) days is the same as the 2nd and 3rd year i.e. no labor reimbursement. 4. Return Shipping a. All materials replaced under an approved GPS Insight RA # are property of GPS Insight. You are required to return the defective device to GPS Insight. For your convenience, pre -paid return shipping labels will be sent to you along with the replacement device. The defective device must be returned to GPS Insight within 30 calendar days after the shipment of the replacement device. If the defective device is not returned within 30 calendar days you will be billed a Device Non -Return Fee at the then current rate.2 b. The shipping box used to return the device must clearly be labeled "GPS Insight RA#XXXXXX" and the serial number of the defective device must match the device stipulated at the time the RA# was issued. If you return the wrong device and the serial number does not match our records, GPS Insight will return the device to you at your expense and the RA will remain open pending return of the correct device. C-sF=S I N S I G "T Additional Contract Notes (if applicable): Monthly service rate is for 2 minute intervals, changes to the update rate will affect pricing. NJPA Contract #022217 -GPI IV. General 1. This Agreement shall not be amended or modified, nor shall any waiver of right hereunder be effective, unless set forth in a document executed by duly authorized representatives of the parties hereto. 2. Neither this Subscription nor any interest therein is assignable or transferable by operation of law. If any proceeding under the Bankruptcy Act, as amended, is commenced by or against the Customer, or if the Customer is adjudged insolvent, or if Customer makes any assignment for the benefit of his creditors, or if a writ of attachment or execution is levied on the rental equipment and is not released or satisfied within ten (10) days thereafter, or if a receiver is appointed in any proceeding or action to which the Customer is a party with authority to take possession or control of the rental equipment, GPS Insight, LLC shall have and may exercise any one or more of the remedies set forth in Section III, paragraph 7. hereof; and this Customer Agreement shall, at the option of GPS Insight, LLC, without notice, immediately terminate and shall not be treated as an asset of Customer after the exercise of said option. 3. Should any of this Customer Agreement be declared invalid, illegal or unenforceable by a court or regulatory agency of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not, in any way, be affected or impaired thereby. 4. This instrument constitutes the entire agreement between the parties on the subject matter hereof and it shall not be amended, altered or changed except by a further writing signed by the parties hereto. 5. Service of all notices under this Agreement shall be sufficient if given personally or mailed certified, return receipt requested, postage prepaid, at the address hereinafter set forth, or to such address as such party may provide in writing from time to time. If to GPS Insight, LLC: 7201 E. Henkel Way, Suite 400, Scottsdale, AZ 85255. IN WITNESS WHEREOF, the parties hereto have executed this Rental Agreement, effective as of the date of equipment delivery to the customer. GPS Insight, LLC: Name: Blake Isern Today's Date: 06 /26 /2017 Customer: City of Burlingame Name: Today's Date: Renewal Effective Date: 11 /01 /2017 Signature: 9 eUR STAFF REPORT AGENDA NO: 8e MEETING DATE: July 3, 2017 To: Honorable Mayor and City Council Date: July 3, 2017 From: Syed Murtuza, Director of Public Works — (650) 558-7230 Subject: Adoption of a Resolution Approving the Application for Grant Funds for the Environmental Enhancement and Mitigation Program RECOMMENDATION Staff recommends that the City Council adopt the attached resolution approving the application for grant funds from the California Natural Resources Agency's Environmental Enhancement and Mitigation (EEM) Program. BACKGROUND Section 164.56 of the California Streets and Highways Code is intended to provide grant funds to local, state, and federal agencies and nonprofit entities for projects to enhance and mitigate the environmental impacts of modified or new public transportation facilities. The California Natural Resources Agency prescribes procedures and criteria to evaluate the EEM grant applications and submits a list of projects recommended for funding to the California Transportation Commission. A component of these procedures require a resolution certifying the approval of an application by the applicant's governing body before submission of the grant application to the State. EEM projects must contribute to the mitigation of the environmental effects of transportation facilities. Eligible EEM projects must either be an urban forestry project, resource lands project, or a mitigation project beyond the scope of the lead agency for the transportation facility. Every EEM project must mitigate, either directly or indirectly, the environmental impacts of a new or existing transportation facility (also referred to as the Related Transportation Facility, or RTF). For purposes of the EEM Program, a RTF is defined as a public street, highway, mass transit guideway (trains, ports, light rail lines, city streets, airports, etc.), or their appurtenant features. The RTF for this grant application is the US 101/Broadway Interchange Project, and the EEM project is the Chapin Avenue Green Street Improvements. The proposed EEM project consists of green street improvements along Chapin Avenue, between EI Camino Real and Primrose Road. Bioretention planters and permeable pavement will be installed on this street to capture and treat stormwater runoff while increasing the width of the sidewalk. The project would provide several other benefits, including promoting infiltration and groundwater recharge, reducing localized flooding, enhancing pedestrian safety, and enhancing neighborhood aesthetics. 1 Resolution Approving the Application for Grant Funds for the Environmental July 3, 2017 Enhancement and Mitigation Program FISCAL IMPACT The grant request from the EEM Program is for $600,000, with a local City match in the amount of $29,000 as in-kind staff time to manage and administer the project if approved. Exhibits: • Resolution • Environmental Enhancement and Mitigation Grant Program Application 2 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME APPROVING THE APPLICATION FOR GRANT FUNDS FOR THE ENVIRONMENTAL ENHANCEMENT AND MITIGATION (EEM) PROGRAM The City Council of the City of Burlingame, California does resolve as follows: WHEREAS, the Legislature and Governor of the State of California have enacted Section 164.56 of the California Streets And Highways Code, which is intended to provide grant funds to local, state, and federal agencies and nonprofit entities for projects to enhance and mitigate the environmental impacts of modified or new public transportation facilities; and WHEREAS, the California Natural Resources Agency has been delegated the responsibility for the administration of this grant program, establishing necessary procedures and criteria, and is required to submit to the California Transportation Commission a list of recommended projects from which the grant recipients will be selected; and WHEREAS, said procedures established by the California Natural Resources Agency require a resolution certifying the approval of an application by the Applicants governing board before submission of said application to the State; and WHEREAS, the Applicant, if selected, will enter into an agreement with the State of California to carry out the Project. NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF BURLINGAME HEREBY: 1. Approves the filing of an application for the Chapin Avenue Green Street Improvements; and 2. Certifies that Applicant understands the requirements in the Program Guidelines; and 3. Certifies that Applicant or title holder will have sufficient funds to operate and maintain the project consistent with the land tenure requirements; or will secure the resources to do so; and 4. Certifies that for acquisition projects, the Applicant will record a document against the real property that defines the State's interest in the property whether the Grantee owns the property or not; and for development projects, the Applicant may be required to record a document against the real property that defines the State's interest in the property whether the Grantee owns the property or not; and 5. Certifies that Applicant will comply with the provisions of Section 1771.5 of the State Labor Code regarding payment of prevailing wages on Projects awarded EEM Program Funds; and 6. If applicable, certifies that the project will comply with any laws and regulations including, but not limited to, legal requirements for building codes, health and safety codes, disabled access laws, environmental laws and, that prior to commencement of construction, all applicable licenses and permits will have been obtained; and 7. Certifies that Applicant will work towards the Governor's State Planning Priorities intended to promote equity, strengthen the economy, protect the environment, and promote public health and safety as included in Government Code Section 65041.1; and 8. Appoints the Environmental Regulatory Compliance Coordinator, or designee, as agent to conduct all negotiations, execute and submit all documents including, but not limited to applications, agreements, payment requests etc., which may be necessary for the completion of the aforementioned project. Ricardo Ortiz, Mayor I, Meaghan Hassel -Shearer, City Clerk of the City of Burlingame, do hereby certify that the foregoing Resolution was introduced at a regular meeting of the City Council held on the 3rd day of July, 2017, and was adopted thereafter by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: Meaghan Hassel -Shearer, City Clerk 6/14/2017 Print Application SOAR RFP Title: Environmental Enhancement and Mitigation Program 2016/17 Grant Cycle Project Title: Chapin Avenue Green Street Retrofit Estimated Date of Completion: 03/06/2020 Funds Requested($): 600,000.00 Other Sources of Funds($): 29,000.00 Total Budget($): 629,000.00 Applicant Organization: City of Burlingame County: San Mateo City/Town: Burlingame Applicant Address: 1361 N Carolan Avenue, Project Chapin Avenue and EI Camino Real Burlingame, CA -94010 Address: Federal Tax ID: 946000304 Senate District 13 Assembly District 22 US Congressional District 14 Project Description: The City of Burlingame is requesting $600,000 from the Environmental Enhancement and Mifigation (EEM) Grant Program to construct an urban forestry project consisting oftree plantings and stormwater management improvements to mitigate the effects of the Related Transportation Facility (RTF). The Chapin Avenue Green Street Retrofit project is located in a commercial neighborhood with little vegetation from the street trees on this block. During the winter months, stormwater runoff flows into storm drains which is then discharged into the San Francisco Bay without treatment The RTF is the US 101/Broadway Interchange Reconstruction Project and will expand the number of lanes on the Broadway overcrossing as well as reconfigure all ramp connections. This EEM project will provide multiple benefits that mitigate the RTF such as carbon sequestration, improve water quality, increase plant and wildlife habitat, encourage traffic calming, and promote groundwater recharge. Latitude: Longitude: -122.350250000 Cordinates Represent: Chapin Avenue mid -block 37.577930000 Coordinates Determined Using: Google Maps Project Director (Applicant's Representative Authorized in Resolution) (Signature required at bottom of this page) Name: Jennifer- Lee Title: Project Director: Authorized Representative Phone: 650-558-7381 Email: flee@burlingame.org Project Manager - Person with day to day responsibility for project (if different from authorized representative) Name: Jennifer- Lee Title: Project Manager: Day to day contact Phone: 650-558-7381 Email: jlee@burlingame.org I certify that the information contained in this project application, including required attachments, is complete and accurate Signed: Applicant's Authorized Representative as shown in Resolution Print Name: I Application Overview I Date: Title: RFP Title: Environmental Enhancement and Mitigation Program 2016/17 Grant Cycle Submitting City of Burlingame Organization: Submitting Public Works Organization https://soar.resources.ca.gov/Proposal_MgmVPrintApNicaEon.aspx 1/6 611412017 SOAR Division: Project Title: Chapin Avenue Green Street Retrofit Project Description: The City of Burlingame is requesting $600,000 from the Environmental Enhancementand Mitigation (EEM) Grant Program to construct an urban forestry project consisting of tree plantings and stormwater management improvements to mitigate the effects of the Related Transportation Facility (RTF). The Chapin Avenue Green Street Retrofit project is located in a commercial neighborhood with little vegetation from the street trees on this block. During the winter months, stormwater runoff flows into storm drains which is then discharged into the San Francisco Bay without treatment. The RTF is the US 101/Broadway Interchange Reconstruction Project and will expand the number of lanes on the Broadway overcrossing as well as reconfigure all ramp connections. This EEM projectwill provide multiple benefits that mitigate the RTF such as carbon sequestration, improve water quality, increase plant and wildlife habitat, encourage traffic calming, and promote groundwater recharge. Water System ID: District Office: APPLICANT DETAILS Applicant City of Burlingame Organization: Applicant Public Works Organization Division: Applicant Address: 1361 N Carolan Avenue, Burlingame, CA - 94010 PROJECT LOCATION Latitude : 37.577930000 Longitude: -122.350250000 Watershed: Sanchez Creek Watershed County: San Mateo Estimated Date of 03/06/2020 Completion: Project Address (or Chapin Avenue and EI Camino Real nearest cross street): NearestCity/Town: Burlingame Cordinates Chapin Avenue mid -block Represent: Coordinates Google Maps Determined Using: PROJECT BUDGET Funds Requested($): 600,000.00 Local Cost Match($): 29,000.00 Total Budget($): 629,000.00 Funding Program Applied Environmental Enhancement and Mitigation (EEM) Program Yes Project Management Role Title First Name Last Name Phone Fax Email Project Director: Authorized Environmental Jennifer Lee 650-558- 650-696- flee@burlingame.org Representative Coordinator 7381 1598 Project Manager: Day to day contact Environmental Jennifer Lee 650-558- 650-696- jlee@burlingame.org Coordinator 7381 1598 https://soar.resources.ca.gov/Proposal_Mgmt(PrintApplication.mp ( 26 6/14/2017 SOAR 94010 Phone: Federal Tax 946000304 Submitter ID: Fax: Submitter jlee@burlingame.org Email: Legislative Information Primary Additional District(s) Senate District 13 Assembly District 22 ---------- - US Congressional District 14 Contacts Name Phone Email There are no CONTACTS to display. Cooperating Entities Role Name Phone Email There are no COOPERATING ENTITIES to display. Pre Submission Attachment Title Phase Submission Period Date & Time 1. Related Transooration Facility Form PHASE1 ;PRE SUBMISSION 6/13/2017 7:57:39 AM K. Photos ChaoinAve ElCaminoReal northeast PHASEI PRE SUBMISSION 6/13/2017 7:58:58 AM K. Photos ChaoinAve midblock northeast PHASEI PRE SUBMISSION 6/13/2017 7:59:34 AM K. Photos ChaoinAve midblock southwest PHASEI PRE SUBMISSION 6/13/2017 7:59:54 AM K. Photos ChaoinAve PrimroseRd southwest PHASEI PRE SUBMISSION 6/13/2017 8:00:16 AM Download all Pre Submission Attachments MY Post Submission Attachment Title Phase Date & Time Attached No Post Submission Attachments Available to Display Post Award Attachment Title Phase Date &Time Attached No Post Award Attachments Available to Display Questionnaire - Phasel c One Page Summary Answer: The City of Burlingame is requesting $600,000 from the Environmental Enhancement and Mitigation (EEM) Grant Program to construct an urban forestry project to mitigate the effects of the Related Transportation Facility (RTF) while providing multiple social, economic, and environmental benefits for the community. The RTF for this grant application is the US 101Broadway Interchange Reconstruction Project, which will reconstruct the existing US 101/Broadway interchange in Burlingame. The RTF will make several modifications that include replacing the Broadway over -crossing with a wider structure, re -configuring all ramp connections to US 101, and installing new traffic signals. Several environmental impacts were identified in this project through an environmental review. These adverse impacts affectwater quality, groundwater supplies, hazardous waste, air quality, natural resources, animal species, and invasive species. The EEM project will mitigate some of these environmental impacts as well as provide additional benefits for the community. The EEM project is called the Chapin Avenue Green Street Retrofit project and is located in a commercial neighborhood in downtown Burlingame. During the winter months, the city faces localized flooding and water pollution issues, where stormwater runs off of impervious surfaces and collects pollutants before being discharged into the San Francisco Bay. The EEM project will mitigate the effects of the RTF as well as address both drainage and water quality issues by expanding the sidewalk with 8,200 square feet of bioretenton planters and permeable pavement as a strategy to mimic the natural system functions of soil and vegetation to capture, retain, and treat stormwater runoff. The project site is 925 feet long and 72 feet wide and is adjacent to twelve commercial buildings and ten parking lots, which comprises of over 5 acres of hardscape surfaces that prevent rain from soaking into the ground. Stormwater generated here can transport harmful pollutants, such as oil, petroleum hydrocarbons, and trash, into the San Francisco Bay. https:/Ismr.resoLirces.ca.gm/Proposal_ Mgmt/PrintApplicaflon.aspx 3/6 6/14!2017 SOAR Chapin Avenue was identified as a suitable location for green street improvements because it is wide enough to accommodate new stormwater planters and was also identified as a goal for sidewalk expansion in the Downtown Burlingame Specific Plan. The EEM projectwill build twelve new bioretention planters, which will contain drought -tolerant and low water use plantspecies. As a result, this will extend the sidewalk curb on Chapin Avenue and will restore some ofthe natural hydrologic functions required to manage water in an urban environment The site currenfly has street parking on both sides ofthe block with two travel lanes in opposite directions for vehicular traffic. The existing angled parking spaces will be converted into parallel parking and will be relocated towards the center of the street, i.e. adjacentto the bioretenfion planters. Permeable pavementwill also be installed atthese parking spaces as another strategy for capturing stormwater runoff. The streetwill continue to have two travel lanes for cars. Because this project is located on a public street, the City of Burlingame owns and maintains this site. As a resultofthese proposed improvements, this projectwill capture 0.27 acre-feet of stormwater runoff. Green infrastructure is recognized as an essential strategy to mitigate the effects of urbanization on water quality and reduce pollutant loads. By allowing stormwaterto infiltrate the ground instead of flowing into a storm drain, green infrastructure restores a more natural water cycle and provides multiple benefits which include increasing water retention and storage, improving water quality, reducing urban heat island effects, increasing groundwater recharge, reducing water pollution, promoting green space, enhancing pedestrian safety, and improving neighborhood aesthetics. D Project Data A. Select the EEM Project Category Answer: I Urban Forestry B. Select the type of CEQA completed for the EEM Project Answer: I Categorical Exemption C. Project Location Answer: INorth D. Is the project required mitigation? Answer: INo E. Type of Agency Answer: ILocal F. Please enter the quantities of the following measures applicable to your project. 1. Net GHG Benefit Answer: 14.010 2. Trees to be planted Answer: 34.000 3. Acre feet of stormwater captured/treated Answer: 0.270 4. Acres of green/open space created/restored/enhanced Answer: 0.090 5. Acres of green/open space to be acquired https:/Ismr.resources.ca.gov/Proposal_MgmUPrintApplicafon.aspx 416 6/14/2017 Answer: 0.000 SOAR 6. Miles of nature trail to be created Answer: 0.000 7. Plants to be planted Answer: 2100.000 8. Acres of riparian habitat restored/enhanced Answer: 0.000 9. Number of development rights extinguished Answer: 0.000 G. Type of project Answer: I Development H. Is the project ADA accessible? Answer: I Yes 1. Does the project use recycled or reclaimed water? Answer: I No J. Other Sources of Funds (enter the dollar amount in each applicable category) 1. Federal Contribution Answer: 0.000 2. Local Contribution Answer: 29000.000 3. Other State Funds Answer: 0.000 4. Private Contribution Answer: 0.000 Please go to http://resources.ca.gov/grants/environmental-enhancement-and- mitigation-eem/ and find the template for the Project Evaluation Questions which includes the General Criteria and the Project Criteria Categories. Then upload your completed answers as #2 on the Attachments tab. Certification And Submission Statement - Please read before signing and submitting application. I certify under penalty of perjury: • The information entered on behalf of Applicant Organization is true and complete to the best of my knowledge; • I am an employee of or a consultant for the Applicant Organization authorized to submit the application on behalf of the https://soar.resourem.ca.gov/Proposal_Mgmt/PrintApplication.aspx 5/6 6114/2017 SOAR © 2017 State of California. Conditions of Use I Contact Us I Privacy Policy https://soar.resources.ca.gov/Proposal_Mgmt/PrintApplicatm.aspx 616 Applicant Organization; and • I understand that any false, incomplete or incorrect statements may result in the disqualification of this application. By signing this application, I waive any and all rights to privacy and confidentiality of the proposal on behalf of the applicant, to the extent provided in this RFP. Submission By: jlee Submitter Initials: Submission Date: © 2017 State of California. Conditions of Use I Contact Us I Privacy Policy https://soar.resources.ca.gov/Proposal_Mgmt/PrintApplicatm.aspx 616 9 BURLINGAME STAFF REPORT AGENDA NO: 8f MEETING DATE: July 3, 2017 To: Honorable Mayor and City Council Date: July 3, 2017 From: Syed Murtuza, Director of Public Works — (650) 558-7230 Subject: Adoption of a Resolution Approving a Revised Final Parcel Map (PM 16-02), Lot Subdivision at 300 Airport Boulevard RECOMMENDATION Staff recommends that the City Council adopt the attached resolution rejecting the Final Parcel Map previously approved at the May 1, 2017 Council meeting, and approve the attached revised Final Parcel Map. BACKGROUND An omission was discovered on the Final Parcel Map approved at the Council's May 1, 2017 meeting before it was recorded with the County of San Mateo. That version of the Final Parcel Map neglected to show an area of land on the southeast corner of the project site that may be dedicated for future widening of Airport Boulevard in the event that the City can obtain an easement from the property owner of 320 Beach Road. The potential future widening of Airport Boulevard was part of the development agreement approved by Council on June 4, 2012. For consistency purposes, the revised Final Parcel Map now shows the area for future dedication. Staff recommends approval of the revised Final Parcel Map subject to the previous conditions identified during the May 1, 2017 Council meeting. FISCAL IMPACT There is no fiscal impact as this adoption and recordation of the Final Parcel Map is an administrative action. Exhibits: • Resolution • Development Agreement • Staff Report — May 1, 2017 • Revised Final Parcel Map 1 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME REJECTING THE PREVIOUSLY APPROVED FINAL PARCEL MAP AND APPROVING A REVISED FINAL PARCEL MAP FOR 300 AIRPORT BOULEVARD The City Council of the City of Burlingame, California resolves as follows: WHEREAS, on May 1, 2017, the City Council approved a final parcel map for 300 Airport Boulevard; and WHEREAS, an omission was discovered prior to the map being recorded with the County of San Mateo Office of Records; and WHEREAS, the previously approved final parcel map neglected to show an area of land on the southeast corner of the project site that may be dedicated for future widening of Airport Boulevard in the event that the City can obtain easement from the property owners of 320 Beach Road: and WHEREAS, the future widening of Airport Boulevard was part of the development agreement approved by Council on June 4, 2012 governing the project at the subject site; and WHEREAS, in order to reflect terms negotiated in the development agreement, the revised final parcel map shows the area for future dedication; and WHEREAS, all previous conditions for the approved final parcel map shall remain in effect. NOW, THEREFORE BE IT RESOLVED, DETERMINED AND ORDERED BY THE COUNCIL, AS FOLLOWS: 1. The previous final parcel map approved May 1, 2017 is rejected; and 2. The revised final parcel map attached to this resolution is approved and staff is directed to record it with the County of San Mateo. Ricardo Ortiz, Mayor I, MEAGHAN HASSEL-SHEARER, City Clerk of the City of Burlingame, do hereby certify that the foregoing Resolution was introduced at a regular meeting of the City Council held on the 3rd day of July, 2017, and was adopted thereafter by the following vote: AYES: Councilmembers: NOES: Councilmembers: ABSENT: Councilmembers: Meaghan Hassel -Shearer, City Clerk 4� 0 b`� u Wit a�g age G E ZFvooa w at a m= smsw uo ig Qo:e mt;o <9 pEg N6 ��� mi U 3sFwws 3 i�"'� U I No$ €G®rt, f oQ ¢ =Za6� 'o g8�Wml ONw 3 wo �ot .J 7u°° d= ° w £ a d 3 zn�ua o �o o u _x o u c z r ¢ u � atm Ss 93�Ei� 88 u�wNFG� m BajpimFot d �iaF�3`w R3 zff 6 o a �o GWy.rg3 � a� qz. 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Irzoi.Lr9nI 8 L'LN9W9Htl9 sovNmaHNN -YNOiId AtlHI po ry 0 em 1[Z Sam 19)tl9908tld ,¢, 13NNtlH]Z3HONV5 zn —� - T� ¢ Nz ok0 N mz. ° ORDINANCE NO. 1877-2012 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BURLINGAME APPROVING A DEVELOPMENTAGREEMENT WITH 350 BEACH ROAD LLC FOR THE DEVELOPMENT OF BURLINGAME POINT ON 18.13 ACRES AT 300 AIRPORT BOULEVARD WHEREAS, on April 15, 2010, 350 Beach Road LLC submitted an application requesting development approvals for a commercial office campus comprised of four office buildings (one eight -story, one -seven story, two five -story buildings, a five and one-half level parking structure and an amenities building) totaling 767,000 square feet, on an 18.13 acre site located at 300 Airport Boulevard (the "Project' herein); and WHEREAS, the requested approvals include a request for an amendment to the Bayfront Specific Plan to increase the allowable floor area ratio from 0.60 FAR to 1.0 FAR, an amendment to the zoning ordinance to rezone a small portion of the site from APS to APN, an amendment to the zoning ordinance and to the sign ordinance to change development standards, a Vesting Tentative Parcel Map, a Conditional Use Permit for Day Care use, Commercial Design Review, and an ordinance approving a Development Agreement, which would collectively authorize the phased development of the four office buildings, an amenities building, a parking structure, bayfront trail improvements and the rerouting of Airport Boulevard through the Project, subject to the terms of the Development Agreement ("Agreement") (all, together, the Project'); and WHEREAS, the applicant has requested approval of a Development Agreement which would clarify and obligate several project features, public benefits and improvements and mitigation measures; and WHEREAS, a Final Environmental Impact Report (FEIR) has been prepared and certified as completed in accordance with the California Environmental Quality Act (CEQA), as reflecting the independent judgment and analysis of the City and CEQA findings have been adopted as required, all as more particularly set forth in City Council Resolution No. 43-2012 adopted prior to this Ordinance, which evaluates, among other things, the significant and potentially significant impacts of the development, the cumulative impacts of the development, the alternatives to the proposed Project and the significant and unavoidable impacts and includes a Statement of Overriding Considerations setting forth, on balance, how the benefits of the Project outweigh the significant unavoidable impacts; and WHEREAS, the Director of Community Development reviewed the Development Agreement and found the proposed Agreement to be in the proper form and referred it and the entire Project application to the Planning Commission for a public hearing; and, WHEREAS, following a properly noticed public hearing held on May 14, 2012, the Planning Commission unanimously adopted a Resolution recommending to the City Council that it take action to certify the FEIR. adopt the CEQA Finding, adopt the changes to the Bayfront Specific Plan and the zoning ordinance amendments, approve the other Project entitlements including the Development Agreement; and WHEREAS, on June 4, 2012, the City Council at a noticed regular City Council meeting, introduced two ordinances to amend the zoning ordinance and rezone a portion of the site consistent with the Planning Commission's recommendation of approval of the Project and an ordinance to approve the Development Agreement and set a public hearing for June 18, 2012 regarding the ordinances, the Project FEIR, the Project entitlements, the Development Agreement and all other matters related to the Project; and WHEREAS, on June 18, 2012, the City Council conducted a properly noticed public hearing regarding the Project, the zoning ordinance revisions, the rezoning, the amendment to the Bayfront Specific Plan, the entitlements and the proposed Development Agreement for the Project. NOW THEREFORE, the City Council of the City of Burlingame does hereby Ordain as follows: SECTION 1. FINDINGS. Based on the entirety of the record before it, which includes without limitation, the California Environmental Quality Act; Public Resources Code §21000, et seq.; ("CEQA") and the CEQA Guidelines; 14 California Code of Regulations§ 15000, et seq.; the Burlingame General Plan and the Burlingame Bayfront Specific Plan; the Burlingame Municipal Code; the Project applications; the Burlingame Point development plan; the EIR, including the Draft EIR and the Comments and Responses thereto (together the Final EIR or FEIR) prepared for the Burlingame Point Project and appendices thereto as prepared by Atkins Environmental; all site plans; and all reports, minutes, and public testimony submitted as part of the Planning Commission's duly noticed meetings and hearings on January 9, 2012, and May 14, 2012 and the City Council 2 meeting of June 4, 2012; and all site plans, reports, and public testimony submitted as part of the City Council's duly noticed meeting of June 18, 2012; and any other evidence (within the meaning of Public Resources Code §21080(e) and §21082.2), the City of Burlingame City Council hereby finds as follows: 1. It has reviewed and considered the FEIR and hereby incorporates by reference the provisions of Resolution No. 43-2012 certifying the FEIR and adopting findings. 2. The proposed Development Agreement for the Project is consistent with the objectives, policies, general land uses and programs specified in the General Plan and the Bayfront Specific Plan, as amended and adopted. This finding is based upon all evidence in the record as a whole, including, but not limited to, the City Council's independent review of these documents. The Project Plan provides for the phased development of two five -story office buildings, one seven -story office building, one eight -story office building, an amenities building (day care, fitness, pool and food service), a five and one-half level parking structure, a pedestrian bridge over Sanchez Channel, realignment of Airport Boulevard and bay trail improvements on the 18. 1.3 acre project site. Based upon its review of the record, the Council finds that the proposed Project complies with all zoning, subdivision and building regulations, as amended, and with the objectives, policies, general land uses and programs specified in the City's General Plan and the Bayfront Specific Area Plan, as amended. 3. The City Council has independently reviewed the proposed Development Agreement, the General Plan, the Bayfront Specific Plan as amended, the Zoning Ordinance as amended the Municipal Code, and applicable state and federal law, including California Government Code section 65864, et seq., and has determined that the proposed Development Agreement for the Project complies with all applicable zoning, subdivision, and building regulations, as amended and with the General Plan and the Bayfront Specific Area Plan, as amended. The Project and the Development Agreement further a number of policies articulated in these plans by facilitating the long-term pleased development of a campus -like development, capable of accommodating work space for high-tech and/or life -science companies that will strengthen the City's economic and employment base. The development contemplated in the Project applications and supporting materials and Development Agreement are consistent with the zoning and Specific Plan standards as modified. This finding is based upon all evidence in the record as a whole, including, but not limited to: the City Council's independent review of these documents, oral and written evidence submitted at the public hearings on the Project, including advice and recommendations from City staff. 4. The proposed Development Agreement for the Project states its specific duration. This finding is based upon all evidence in the record as a whole, including, but not limited to: the City Council's independent review of the proposed Development Agreement and its determination that Section 2.2 of the Agreement states that the 3 Agreement shall expire ten (10) years from the Effective Date of the Agreement, which shall be thirty (30) days after the adoption of the instant ordinance. 5. The proposed Development Agreement incorporates the permitted uses, density and intensity of use for the property subject thereto, as reflected in the approved Bayfront Specific Plan Amendment, the Zoning Ordinance amendments and rezoning, the entitlements, the Environmental Impact Report, the Transportation Demand Management Plan and the Development Agreement. This finding is based upon all evidence in the record as a whole, including, but not limited to: the City Council's independent review of the proposed Development Agreement and its determination that Article 3 of the Agreement sets forth the development standards and incorporates the documents and related conditions constituting the Project. 6. The proposed Development Agreement states the maximum pennitted height and size of proposed buildings on the property subject thereto. This finding is based upon all evidence in the record as a whole, including, but not limited to: the City Council's independent review of the proposed Development Agreement and its determination that Article 3 of the Agreement sets forth the documents which state the maximum permitted height and size of the Proj ect buildings. SECTION 2. APPROVAL OF DEVELOPMENT AGREEMENT. The City Council of the City of Burlingame hereby approves the proposed Development Agreement with 350 Beach Road LLC, attached hereto as Exhibit "A" and incorporated herein by reference. SECTION 3. SEVERABILITY. If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid or unconstitutional, the remainder of this Ordinance, including the application of such part or provision to other persons or circumstances shall not be affected thereby and shall continue in full force and effect. To this end, provisions of this Ordinance are severable. The City Council of the City of Burlingame hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause, or phrase hereof irrespective of the fact that any one or more sections, subsections, subdivisions, paragraphs, sentences, clauses, or phrases be held unconstitutional, invalid, or unenforceable. SECTION 4. PUBLICATION AND EFFECTIVE DATE. Pursuant to the provisions of Government Code Section 36933, a summary of this 0 Ordinance shall be prepared by the City Attorney. At least five (5) days prior to the Council meeting at which this Ordinance is scheduled to be adopted, the City Clerk shall (1) publish the summary, and (2) post in the City Clerk's Office a copy of this Ordinance. Within fifteen (15) days after the adoption of this Ordinance, the City Clerk shall (1) publish the summary, and (2) post in the City Clerk's Office a copy of the full text of this Ordinance along with the names of those City Council members voting for and against this Ordinance or otherwise voting. This ordinance shall become effective thirty (30) days after its adoption. I, Mary Ellen Kearney, City Clerk of the City of Burlingame, do hereby certify that the foregoing ordinance was introduced at a regular meeting of the City Council held on the 0' day of June, 2012, and adopted thereafter at a regular meeting of the City Council held on the 18a` day of June, 2012, by the following vote: AYES: Councilmembers: BAYLOCK, BROWNRIGG, DEAL, KEIGHRAN, NAGEL NOES: Councilmembers: NONE ABSENT: Councilmembers: NONE r Mary Ellen Kearney, City Clerk 5 RECORDING REQUESTED BY AND WHEN RECORDED, RETURN TO: City of Burlingame Department of Community Development 501 Primrose Road Burlingame, CA 94010 Attn: Director of Community Development 2012-091089 CONF 11:56 am 06/28/12 AG Fee: NO FEE Count of pages 61 Recorded in Official Records County of San Mateo Mark Church Assessor -County Clerk -Recorder 111111 1� 11111 II l 1111111111111 111t II II11111111Ilii * R 0 0 0 1 4 3 8 2 9 1* [To Be Recorded Without Fee Pursuant to Government Code §6103 and 27353] DEVELOPMENT AGREEMENT BETWEEN CITY OF BURLINGAME AND 350 BEACH ROAD, LLC Dated: June 18, 2012 TABLE OF CONTENTS ARTICLE I DEFINITIONS ARTICLE II TERM ......................................... 2.1 Commencement; Recordation.. 2.2 Expiration of Term ................... 2.3 Early Termination .................... Page ................................................ U ................................................6 ARTICLE III DEVELOPMENT OF THE PROPERTY.................................................................6 3.1 Project Development; Permitted Uses; Control of Development ............................6 3.2 Subsequent Approvals.............................................................................................7 3.3 Regulations for Health and Safety...........................................................................7 3.4 Construction Codes and Standards..........................................................................7 3.5 Timing of Development of Project..........................................................................7 ARTICLE W OBLIGATIONS OF THE PARTIES.......................................................................8 4.1 Developer's Obligations...........................................................................................8 4.2 Condition to Developer's Obligations....................................................................10 4.3 City's Obligations...................................................................................................10 4.4 Tentative Map; Expiration.....................................................................................12 4.5 Acceptance of Dedications....................................................................................12 ARTICLE V INDEMNITY...... 5.1 Developer's Indemnity .................... 5.2 Legal Challenge; Cooperation ........ 5.3 Attorney's Fees and Costs .............. 5.4 Notice .............................................. 5.5 No Personal Liability ...................... ARTICLE VI ANNUAL REVIEW OF COMPLIANCE ........................... 6.1 Annual Review.................................................................... 6.2 Developer's Submittal......................................................... 6.3 Finding of Compliance....................................................... 6.4 Hearing to Determine Compliance ..................................... 6.5 Certificate of Compliance ................................................... 6.6 Effect of Finding of Noncompliance; Rights of Developer 6.7 Reimbursement of Annual Review Costs ........................... ...................13 ...................13 ...................13 ...............................13 ...............................13 ARTICLE VII FORCE MAJEURE DELAYS; SUPERSEDURE BY SUBSEQUENT LAWS.................................................................................................................. 7.1 Force Majeure Delays ..... ........ .............. ........................... I ...................... . 7.2 Supersedure by Subsequent Laws............................................................ ARTICLE VIII ASSIGNMENT 5 5 5 ARTICLE IX AMENDMENT OR TERMINATION OF AGREEMENT...................................17 9.1 Generally................................................................................................................17 9.2 Certain Modifications............................................................................................17 9.3 Implementing Memoranda.....................................................................................17 9.4 Amendment to Project Approvals..........................................................................17 9.5 Effect of Termination.............................................................................................17 9.6 City Clerk Action...................................................................................................17 ARTICLE X DEFAULT, REMEDIES, TERMINATION............................................................18 10.1 Default....................................................................................................................18 10.2 Remedies Limitation..............................................................................................18 10.3 Developer Relief....................................................................................................18 10.4 Arbitration of Disputes..........................................................................................18 ARTICLE XI NOTICES ............. ARTICLE XII MORTGAGE PROTECTION...............................................................................21 12.1 Mortgage Protection...............................................................................................21 12.2 Mortgagee Not Obligated......................................................................................21 12.3 Notice of Default to Mortgagee.............................................................................21 12.4 Reasonable Modifications Required by Mortgagee...............................................22 ARTICLE XIII COOPERATION, NON-INTERFERENCE AND GOOD FAITH.....................22 ARTICLEXIV MISCELLANEOUS............................................................................................[Z 14.1 Binding Covenants.................................................................................................22 14.2 Public Good...........................................................................................................22 14.3 Negation of Partnership.........................................................................................22 14.4 No Third Party Beneficiary ....................................................................................22 14.5 Exhibits..................................................................................................................22 14.6 Entire Agreement...................................................................................................23 14.7 Construction of Agreement....................................................................................23 14.8 Severability............................................................................................................23 14.9 Mitigation of Damages..........................................................................................23 14.10 Irregularity in Proceeding......................................................................................23 14.11 Applicable Law......................................................................................................24 14.12 Authorized Signatories; Signature Pages...............................................................24 14.13 Time.......................................................................................................................24 14.14 Days.......................................................................................................................24 14.15 Estoppel Certificate................................................................................................24 ii EXHIBITS Exhibit A: Legal Description of Property Exhibit A-1: Plat of Property Exhibit B: Legal Description of City Easement Property Exhibit B-1: Plat of City Easement Property Exhibit C: Project Site Plan Exhibit D: List of Project Approvals Exhibit E: Form of Easement for Improvements in City Right of Way Exhibit F: Development Phases Exhibit G: Airport Boulevard Dedication Parcel Exhibit H: Developer Maintenance Areas iii DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT (herein "Agreement'), dated as of the Adoption Date for purposes of convenience, is by and between the CITY OF BURLINGAME, a municipal corporation organized and existing under the laws of the State of California (herein "City") and 350 BEACH ROAD, LLC, a Delaware corporation (herein 'Developer"). RECITALS This Agreement is entered into on the basis of the following facts, understandings and intentions of the Parties: A. The Development Agreement Statute authorizes City to enter into development agreements establishing certain development rights and obligations for the development of real property within its jurisdiction. B. Developer owns the Property, more particularly described in Exhibit A and depicted on Exhibit A-1 hereto. C. City owns an easement for public road, utility and related purposes over the existing Airport Boulevard alignment immediately adjacent to the Property to the north and east, as described in Exhibit B and depicted on Exhibit B-1 (the "City Easement Property'). D. The Property and the City Easement Property are located in the City and constitute portions of the Anza Point North subarea of the Specific Plan. E. Developer wishes to develop the Project on the Property and a portion of the City Easement Property. The Project is a multi -phase development consisting of (i) four (4) office and/or research & development buildings with ancillary retail/food service uses totaling approximately 730,000 square feet, (ii) an amenitiesbuilding consisting of 37,000 square feet of childcare, commercial recreation and retail uses, (iii) a 5.5 -level parking structure, surface and below -ground parking, (iv) associated infrastructure improvements including relocation and improvement of Airport Boulevard through the Project, (v) extension of the San Francisco Bay Trail through the Project and other pedestrian improvements including expansion of the existing bridge crossing Sanchez Channel, and (vi) public shoreline and open space improvements, all as more particularly described in the Project Approvals and is generally depicted on Exhibit C. F. Developer desires to receive assurance that it may proceed with the Project in accordance with Existing City Regulations and Developer would not proceed to develop the Project were it not assured that the entire Project could be developed in accordance with this Agreement. G. City has determined that the Project presents substantial public benefits voluntarily offered and agreed to by Developer and public improvements required by the Project, and that such public benefits and improvements exceed what City could otherwise achieve without this Agreement and the Project, which include without limitation: a relocated and improved Airport Boulevard alignment, dedication of lands for future widening of Airport Boulevard and funding for future roadway improvements in the dedicated area if and when City constructs said improvements, widening of the existing bridge over Sanchez Channel, contribution to City's funding of improvements to the Broadway/US 101 interchange, improvements to the Bay Trail, open space and shoreline protection within the Project, additional funding for the Bayfront/Downtown shuttle, and on- and offsite wastewater infrastructure improvements. H. The Project and this Agreement are the subject of an Environmental Impact Report (herein "EIR") prepared in conformance with CEQA. The EIR provides both a project - specific analysis of the Project and a programmatic analysis of the Project Approvals as they affect the remainder of the Anza Point North subarea. I. On June 18, 2012, the City Council adopted Resolution No. 43-2012 certifying that the EIR complies with CEQA, making certain findings regarding the EIR and adopting a statement of overriding considerations and the MMRP, and approving the project, including Conditional Use Permit for Day Care use, vesting tentative subdivision map, and commercial design review. The EIR prepared for the Project analyzed the Project and provided environmental review as required by law for full build -out of the Project. J. On June 18, 2012, the City Council adopted Resolution No. 44-2012 approving amendments to the Bayfront Specific Plan for the Anza Point North subarea. K. On June 18, 2012, the City Council adopted Ordinance No. 1875-2012, approving amendments to the City Municipal Code for the Anza Point North zoning district, and adopted Ordinance No. 1876-2012, reclassifying a portion of the Property from the APS zoning district to the APN zoning district. L. On June 18, 2012, the City Council adopted Ordinance No. 1877-2012 approving this Agreement, made appropriate findings that the Agreement and the development contemplated hereby are consistent with the Existing City Regulations. M. For the reasons recited herein, Developer and City have determined that the Project is a development for which this Agreement is appropriate. NOW, THEREFORE, pursuant to the authority contained in the Development Agreement Statute and in consideration of the foregoing Recitals and the mutual covenants and promises of the Parties herein contained, the Parties agree as follows: ARTICLE I Each reference in this Agreement to any of the following terms shall have the meaning set forth below for each such term: 1.1 Adoption Date: The date the City Council adopts the Enacting Ordinance. 2 1.2 Anza Point North Wastewater Improvements: Wastewater infrastructure improvements constructed in the Specific Plan area that solely serve the Project and potential future development in the Anza Point North subarea. 1.3 Arbitration: Arbitration has the definition set out in Section 10.4. 1.4 Bayfront Development Fee: The development fee established by City Ordinance No. 1739, dated July 18, 2004, for development in the Bayfront Specific Plan Area. 1.5 CEQA: The California Environmental Quality Act (Public Resources Code Section 21000, et seq.) and the Guidelines thereunder (14 California Code of Regulations Section 15000, et seq.). 1.6 CEOA Documents: The information and documents prepared pursuant to the requirements of CEQA for the Project Approvals, and approved by the City Council through Resolution No. 43-2012, in accordance with the requirements of CEQA. 1.7 City Building Permit: A building permit issued by City for any construction activity on the Project site consistent with state law and City Municipal Code. 1.8 City Easement Property: The property described in Exhibit B and depicted on Exhibit B-1. 1.9 City Fee: Fees or assessments charged to or required under City Regulations to defray the cost of public services or facilities or imposed for a public purpose. 1.10 City Regulations: The Burlingame General Plan, Bayfront Specific Plan, Municipal Code and all other ordinances, resolutions, codes, rules, regulations and policies of City. 1.11 Construction Codes and Standards: The City Regulations pertaining to or imposing life safety, fire protection, mechanical, electrical and/or building integrity requirements with respect to the design and construction of buildings and improvements. 1.12 Developer: 350 Beach Road, LLC, and any and all successors and assigns of all or any part of the Project permitted by this Agreement. 1.13 Development Agreement Statute: Government Code §§ 65864-65869.5, authorizing City to enter into development agreements as therein set forth. 1.14 Development Phase(s): Phases of the Project that may be developed either separately, at the same time or overlapping each other. Currently anticipated Development Phases are identified in Exhibit F hereto, but may be modified according to Developer's rights under Section 3.5. If so modified, Developer will provide to City a revised Exhibit F for the modified Development Phase. Such modification, so long as it is otherwise consistent with the Project Approvals, shall not be deemed an amendment to this Agreement. Such modified Development Phases shall remain subject to the development timing provisions of Section 3.5. 1.15 Effective Date: The later of either (i) thirty (30) days after the Adoption Date, or (ii) thirty (30) days after the adoption of Ordinance No. 1877-2012 amending the Specific Plan. 1.16 Enacting Ordinance: Ordinance No. 1877-2012, adopted by the City Council on June 18, 2012, enacting this Agreement. 1.17 Exaction: A monetary or in-kind exaction (other than City Fees), dedication or reservation requirement, an obligation for on-site or off-site improvements or construction of public improvements, or an obligation to provide services imposed on a development project. For purposes hereof, Exactions include mitigation measures imposed or adopted pursuant to CEQA. 1.18 Existing City Regulations: The City Regulations in effect on the Adoption Date as modified by the Project Approvals and permitted modifications in accordance with Sections 3.3 and 3.4. 1.19 Finally Granted: The date on which (i) any and all applicable appeal periods for the filing of any administrative or judicial appeal challenging the issuance or effectiveness of any of the Project Approvals or Governmental Agency Permits shall have expired and no such appeal shall have been filed, or if such an administrative or judicial appeal is filed, the Project Approvals or Governmental Agency Permits, as applicable, shall have been upheld by a final decision in each such appeal without adverse effect on the applicable Project Approval or Governmental Agency Permits, and the entry of a final judgment, order or ruling upholding the applicable Project Approvals or Governmental Agency Permits, and (ii) if a referendum petition relating to the Project Approvals is timely and duly circulated and filed, certified as valid and City holds an election, the date the election results on the ballot measure are certified by City in the manner provided by the Elections Code reflecting the final defeat or rejection of the referendum. 1.20 Force Maieure: A delay in performance caused by war, terrorist acts, insurrection, strikes or other labor disturbances, walk -outs, riots, floods, earthquakes, fires, casualties, or acts of God; judicial proceedings initiated by third parties or enactment of Laws that prevent or preclude compliance by a Party with any material provision of this Agreement; acts of one Party, or failure of such Party to act when action is required, but only to the extent such acts or failure to act in and of itself prevents or precludes compliance by the other Party with any material provision of this Agreement; or other similar bases for excused performance that are not within the commercially reasonable control of the Party whose performance is to be excused, including without limitation, failure of City or any Governmental Agencies to issue any Subsequent Approvals or Governmental Agency Permits. Force Majeure does not include delays that are within the commercially reasonable control of the Party whose performance is to be excused, delays associated with economic or market conditions, or delays related to financial inability or insolvency of a Party. 1.21 General Plan: The Burlingame General Plan as of the Effective Date. 1.22 Governmental Agencies: All governmental or quasi -governmental agencies (such as public utilities) that may have jurisdiction over, or the authority to regulate development of, the Project or any portion thereof. The term "Governmental Agencies" does not include City. 1.23 Governmental Agency Permits: Any permit, approval, consent, agreement or the like necessary or,required for the construction of the Project or any portion thereof from any Governmental Agencies. 1.24 Indemnitee: The City, its elective and appointive boards, commissions, officers, agents and employees. 1.25 Laws: All laws and regulations of the United States of America, the State of California, regional Governmental Agencies, the County of San Mateo, and any decision of any Federal or state court thereunder. 1.26 MMRP: City's conditions of approval for the Project incorporating all mitigation measures required of the Project and monitoring and reporting requirements therefore under Public Resources Codes Section 21081.6 as part of the CEQA Documents. 1.27 Mortgage and Mortgagee: These terms have the respective definitions set out in Section 12.1. 1.28 Party: City or Developer. The term "Parties" refers to both City and Developer. 1.29 Plan Area Wastewater Improvements: Wastewater infrastructure improvements constructed in the Specific Plan area but not including the Anza Point North Wastewater Improvements. 1.30 Project: The development, use and occupancy of buildings and other improvements on the Property and a portion of the City Easement Property in accordance with the Project Approvals and as generally described in Recital E and depicted on Exhibit C. 1.31 Project Approvals: Those City land use approvals, entitlements and permits listed on Exhibit D and including any amendments thereto during the Term. 1.32 Property: The real property located at 300 Airport Boulevard, Burlingame, California as described in Exhibit A and depicted in Exhibit A-1. 1.33 Specific Plan: The Bayfront Specific Plan as modified by the Project Approvals. 1.34 Subsequent Approvals: Any other land use approvals, entitlements or permits from the City other than the Project Approvals, that are consistent with the Project Approvals and that are necessary or advisable for the implementation of the Project. Such Subsequent Approvals include without limitation public improvement agreements, grading permits, building permits, sewer and water connection permits, certificates of occupancy, license agreements and encroachment permits. Each Subsequent Approval, once granted, shall be deemed an Project Approval. 1.35 Term: The term of this Agreement as defined in Section 2.2. 1.36 Terminate: The termination of the Agreement, whether by the passage of time or by any earlier occurrence pursuant to any provision of this Agreement. The term "Terminate" includes any grammatical variant thereof, including "Termination" or "Terminated." 1.37 Transfer: The sale, assignment, conveyance, Mortgage, hypothecation or other alienation, excluding therefrom any grant of occupancy rights. ARTICLE II TERM 2.1 Commencement; Recordation. The rights, duties, obligations and interests of the Parties hereunder shall be effective, and the Term (as hereinafter defined) shall commence, as of the Effective Date. Not later than ten (10) days after the Effective Date, City Clerk shall cause this Agreement to be recorded in the Official Records of the County of San Mateo. 2.2 Expiration of Term. The term of this Agreement shall be ten (10) years from the Effective Date, unless sooner terminated as permitted hereunder ("Term"); provided, however, that if a lawsuit challenging the Project Approvals or any necessary Governmental Agency Permits for the development of the Project is initiated the Term shall be extended for the number of days equal to period from the initiation of the lawsuit to the date that the Project Approvals and Governmental Agency Permits are Finally Granted. Following the expiration of the Term, this Agreement shall be of no further force and effect. Not later than ten (10) days after Developer's request, the City Clerk shall cause a notice of Termination of this Agreement to be recorded in the Official Records of the County of San Mateo, 2.3 Early Termination. Developer shall, upon ten (10) days prior written notice to City, have the right, in its sole and absolute discretion, to Terminate this Agreement at any time prior to issuance of the first City Building Permit. ARTICLE III DEVELOPMENT OF THE PROPERTY 3.1 Project Development; Permitted Uses; Control of Development. City and Developer acknowledge that Developer has obtained all necessary Project Approvals for the development, construction, use and occupancy of the Project, other than certain Subsequent Approvals, and that subject to the attainment of such Subsequent Approvals, as applicable, Developer may proceed with the phased development, construction, use and occupancy of the Project as a matter of right under this Agreement. For the duration of this Agreement, the permitted uses of the Property and City Easement Property, the density and intensity of use of the Property and the City Easement Property, the maximum height, bulk and size of Project improvements, and Exactions applicable to the Project shall be those set forth in the Project Approvals, and City Fees shall be those set forth in the Existing City Regulations (except those City Fees otherwise permitted trader this Agreement). In the event of a conflict between relevant time periods for performance and/or expiration of the Project Approvals, or any of them, this Agreement shall control. For the duration of this Agreement and except as otherwise specified herein, the Project Approvals, Existing City Regulations and this Agreement shall control the overall development and construction of the Project, and all on-site and off-site improvements and appurtenances in connection therewith, in the manner specified in this Agreement. In the event of any inconsistency between the Existing City Regulations and this Agreement, this Agreement shall control. 3.2 Subsequent Approvals. The Parties agree that to implement development of the Project, Developer must obtain certain Subsequent Approvals from City other than the Project Approvals. Except as otherwise provided by Section 3.3 and Section 3.4'for the duration of this Agreement, the standards, rules, regulations and ordinances applicable to the Subsequent Approvals shall be the Existing City Regulations. 3.3 Regulations for Health and Safety. Notwithstanding any other provision of this Agreement to the contrary, City shall have the right to apply City Regulations adopted after the Adoption Date, if such application (i) is otherwise required pursuant to changes in Laws; (ii) a failure to do so would place existing or future occupants or users of the Project, or any portion thereof, or the immediate community, or all of them, in a condition dangerous to their physical health or safety, or both and (iii) such City Regulation is as narrowly crafted as possible to minimize effect on the Project and still meet the requirements of said changes in Laws. This Section is not intended to be used for purposes of general welfare or to limit the type, intensity, rate or conditions of development or use of the Project or Property. Nor is this Section intended to permit the application of additional long range planning policies to the Project. 3.4 Construction Codes and Standards. City shall have the right to apply to the Project the Construction Codes and Standards in effect at the time of submission of any application for Subsequent Approval. 3.5 Timing of Development of Project. This Agreement does not require Developer to initiate or complete development of the Project, nor that development be initiated or completed in any particular order. The Parties anticipate that Developer will construct the Project in the Development Phases identified in Exhibit F over the duration of this Agreement, but Developer may construct all or parts of the Development Phases simultaneously or in such order as it deems appropriate in its sole discretion. In Pardee Construction Co. v. City of Camarillo, 37 Ca1.3d 465 (1984), the California Supreme Court ruled that the failure of the parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development and controlling the parties' agreement. It is the intent of the Parties to avoid such a result by acknowledging and providing for the timing of development of the Project in the manner set forth in this Section 3.5. City acknowledges that such a right is consistent with the intent, purpose and understanding of the Parties to this Agreement, and that without such a right, Developer's development of the Project would be subject to the uncertainties sought to be avoided by the Development Agreement Statute and this Agreement. The Parties acknowledge that Developer cannot guarantee the exact timing of the constriction of the Project, but subject to Section 7.1'if Developer has not obtained a permit to proceed with site preparation work for (i) Development Phase One within three (3) years from the date all Project Approvals and Governmental Agency Permits are Finally Granted or five (5) years after the Effective Date, whichever is earlier, or (ii) a City Building Permit for Development Phase Two within seven (7) years from the date all Project Approvals and Governmental Agency Permits are Finally Granted or nine (9) years after the Effective Date, whichever is earlier, City may Terminate this Agreement. Prior to pursuing such action, City shall meet and confer with Developer to discuss a reasonable extension of this requirement, which shall be granted by City if, to City's reasonable satisfaction, Developer demonstrates that a financial or market condition beyond the control of Developer, such as market absorption and demand, interest rates, availability of project financing or similar conditions, are the primary cause of Developer's inability to meet this requirement. The Parties agree that each Development Phase of the Project shall be constructed in such manner as to operate wholly and independently from the un -constructed portion of the Project and in conformance with all conditions and regulations applicable to the Project pursuant to this Agreement. ARTICLE IV OBLIGATIONS OF THE PARTIES 4.1 Developer's Obligations. If Developer elects to develop the Property, (i) said development shall be accordance with the Project Approvals and Developer shall comply with the conditions of such in the time and manner specified therein, and (ii) Developer shall make all commercially reasonable efforts to obtain Governmental Agency Permits necessary to complete construction of the Project. The Parties acknowledge and agree that the Project presents substantial public benefits and public improvements, and that such public benefits and improvements exceed what City could otherwise achieve without this Agreement and the Project, as more particularly described below: a. Airport Boulevard Realignment. Developer shall realign Airport Boulevard from its existing route on the perimeter of the Property to a route through the interior of the Property as shown in the Project Approvals and shall relocate all utilities into the new Airport Boulevard alignment as required by the Project Approvals, prior to the final certificate of occupancy for the first Project building. b. Dedication of Future Airport Boulevard Alignment. As shown in the Project Approvals, Developer shall dedicate a portion of the Property as shown on Exhibit G (the "Dedication Parcel") to the City to be used for future widening of Airport Boulevard to the southeast of the Property if and when undertaken by City or other party. If City begins construction on widening Airport Boulevard within the Term, Developer shall pay to City the reasonable costs of said constriction on the Dedication Parcel. Such payment shall be made upon City's issuance of a Notice to Proceed with the widening. If City does not issue a Notice to Proceed prior to Termination, Developer shall, upon Termination, pay to City an amount equal to the product of (a) Developer's unit cost per square foot for its surface improvements to Airport Boulevard and (b) the square footage of the Dedication Parcel. C. Sanchez Channel Bridge Widening. Developer shall expand the existing bridge over Sanchez Channel in accordance with the San Francisco Bay Conservation and Development Permit No. 4-86(A) or as otherwise contemplated in Governmental Agency Permits received by City or Developer for such construction, prior to the final certificate of occupancy for the first Project building. d. Broadway/Highway 101 Interchange Reconstruction Contribution.. Developer agrees to contribute one million dollars ($1,000,000) to City to assist in funding City's required contribution to the Broadway/U.S. Highway 101 Interchange Reconstruction Project. Developer shall provide such funds upon the earlier of the issuance of the first City Building Permit for construction of a building (e.g., not including permits for site preparation work such as excavation, grading and demolition) or January 31, 2014. If the Broadway/U.S. Highway 101 Interchange Reconstruction Project is not constructed within the Term, City shall use said funds for widening of Airport Boulevard to the southeast of the Project site, or other improvements within the Anza Point North or Anza Point South subareas of the Specific Plan. e. Shuttle Funding. Commencing upon the date City issues the final certificate of occupancy for the first Project building, Developer shall owe to City a contribution of $250,000 for the operation of the shuttle bus from Bayfront area to downtown Burlingame, payable in a lump sum or in annual installments of no less than of $25,000, at Developer's discretion. f. Bay Trail Improvements. Developer shall construct segments of the San Francisco Bay Trail and connecting trails within the Project site in accordance with the Project Approvals and Governmental Agency Permits, as generally depicted on Exhibit C (herein "Bay Trail Improvements"), prior to the final certificate of occupancy for the first Project building in the Development Phase in which each is included. g. Open Space Improvements. Developer shall construct shoreline open space improvements (i) associated with the Bay Trail extension, (ii) on the existing Airport Boulevard alignment, (iii) along Sanchez Channel, and (iv) adjacent to the spur access road to Fisherman's Park constructed on the existing Airport Boulevard alignment in accordance with the Project Approvals and Governmental Agency Permits, as generally depicted on Exhibit C (herein "Open Space Improvements"), prior to the final certificate of occupancy for the first Project building in the Development Phase in which each is included]. h. Shoreline Protection. Developer shall rehabilitate existing shoreline protection for the Project in accordance with the Project Approvals and Governmental Agency Permits, prior to completion of the Development Phase in which it is included. i. Maintenance. Developer shall maintain all sidewalks, median strips, landscaping elements, walkways, special pedestrian crossing treatments in the roadway, drainage facilities, Open Space Improvements and Bay Trail Improvements shown on Exhibit H. j. Wastewater Infrastructure. Consistent with the Project Approvals, Developer shall prepare and submit engineering studies identifying the timing and manner of the construction of the Anza Point North Infrastructure Improvements and the Plan Area Infrastructure Improvements for approval by the City Engineer, and shall constrict same in accordance with said approved studies. k. Survival of Developer's Maintenance Obligation. Developer's maintenance obligation under 4.1(i), shall survive the Termination of this Agreement but only to the extent the obligation to perform same has arisen before such Termination. 1. City Building Permit Revocation. Developer acknowledges that the Existing City Regulations permit City to revoke a City Building Permit for failure to timely proceed with or abandonment of the work authorized under the City Building Permit. In the event of such revocation, Developer shall secure or remove any incomplete or unsafe strictures on the Property as required under the Existing City Regulations. 4.2 Condition to Developer's Obligations. Notwithstanding any other provision of this Agreement, Developer shall have no obligation to provide the public benefits and improvements in Section 4.1 above unless and until the Project Approvals and any Governmental Agency Permits necessary for the development of the Project have been Finally Granted and, except as provided in Section 4.1(d), City has issued the first. City Building Permit for construction of a building (e.g., not including permits for site preparation work such as excavation, grading and demolition). 4.3 City's Obligations. a. City's Good Faith in Processing. For the duration of this Agreement, City shall in good faith accept for processing, review and take action on all applications for Subsequent Approvals with respect to the Project. City shall cooperate with Developer and shall promptly and timely review and process all such applications, including the timely provision of notice and scheduling of all required public hearings, and processing and checking of all maps, plans, permits, building plans and specifications and other plans relating to development of the Project filed by Developer. City's review of Subsequent Approvals shall use the CEQA Documents to the fullest extent permitted by Law. City shall approve, disapprove or conditionally approve the Subsequent Approvals in accordance with the discretion provided it by the Existing City Regulations and Laws and, except upon application or request by Developer, in a manner consistent with the Project Approvals. Nothing in this Section 4.3(a) shall authorize City to prevent development of the Project for the uses and with the density or intensity of development set forth in the Project Approvals. b. Cooperation with Developer. City shall cooperate with Developer to obtain any Governmental Agency Permits, including without limitation consenting to be a co - applicant for any necessary permits, authorizations or modifications thereof from the Bay 10 Conservation and Development Commission. City shall allow Developer to assume, or if necessary shall assign to Developer, City's rights under any Governmental Agency Permits which rights may be necessary or required for construction of any part of the Project. C. Airport Boulevard Right of Way. City agrees to grant to Developer an easement generally in the form of Exhibit E for access over the City Easement Property to install or construct the portion of the realigned Airport Boulevard thereon, the Bay Trail Improvements and Open Space Improvements, landscaping elements, shoreline protection and related improvements on City Easement Property in accordance with the Project Approvals. d. Roadway Infrastructure Reimbursement. The Bayfront Development Fee owed for the Project shall be offset by the actual costs incurred by Developer in designing, preparing, installing and constricting (a) the realignment and widening of Airport Boulevard but limited to the customary and ordinary costs for such improvements without special pedestrian treatments, and (b) the Sanchez Channel bridge widening, under Section 4.1(a), (c) respectively. e. Anza Point North Subarea Reimbursement Requirement. The Parties acknowledge that Developer's Anza Point North Wastewater Improvements exceed those solely required for the Project. As such, City agrees to cause Developer's actual costs of designing, preparing, installing and constructing the Anza Point North Wastewater Improvements ("Developer's Anza Point Costs") to be proportionately reimbursed. City shall do so by imposing a condition of approval on future development in the Anza Point North subarea requiring the payment of a fair share of Developer's Anza Point Costs (the "Anza Point Fair Share") to Developer. The Anza Point Fair Share shall be determined by multiplying the Developer's. Anza Point Costs by a fraction, the numerator of which is the total square footage of such future development and the denominator of which is the total square footage of development permitted within the Anza Point North subarea under the Existing City Regulations. f. Specific Plan Area Reimbursement Requirement. The Parties acknowledge that Developer's Plan Area Wastewater Improvements exceed those solely required for the Project. As such, City agrees to cause Developer's actual costs of designing, preparing, installing and constricting the Plan Area Wastewater Improvements ("Developer's Plan Area Costs") to be proportionately reimbursed. City shall do so by imposing a condition of approval on any future development served by the Plan Area Wastewater Improvements ("Benefited Development") requiring payment of a fair share of Developer's Plan Area Costs (the "Plan Area Fair Share") to Developer. The Plan Area Fair Share shall be determined by multiplying the Developer's Plan Area Costs by a fraction, the numerator of which is the total square footage of the Benefitted Development and the denominator of which is the total square footage of the development permitted within the Specific Plan area under Existing City Regulations after the Effective Date (including the Project). For example, if Developer's Plan Area Costs are $2,000,000 and a Benefitted Development is a 60,000 -square foot project, then the calculation would be $2,000,000 x [60,000 sf _ (60,000 sf + 767,000 sf (the Project square footage) + (square footage of remaining potential development in the Specific Plan area after the Effective Date)]. 11 g. Survival of Reimbursement Obligations. City's reimbursement obligations under Sections 4.3(d) -(f) shall survive Termination of this Agreement but only to the extent the obligation to perform same has arisen before such Termination. h. Other City Fees. i. Building Permit Fees. City shall limit building permit fees to 2% of construction costs of work described in the permit application, payable upon application submission. Developer's current intention is to submit building permit applications in increments as follows: (1) Predevelopment Phase; (2) Development Phase One (but not including the Amenities Center); (3) Amenities Center; and (4) Development Phase Two, all as shown on Exhibit C. The foregoing limitation shall not apply to school impact fees, fire department fees, encroachment permit fees, sign fees, sewer connection fees or building permits for additional build -out of work not included in the initial building permit for a building. The Construction and Demolition Recycling Deposit shall be $150,000.00 for the Project. ii. Waiver of Certain Public Facilities Impact Fees. City acknowledges the extensive open space, recreation, and storm water infrastructure improvements being performed under the Project, and agrees to waive City's Park and Recreation facilities impact fee and storm drainage facilities impact fee. iii. Other Public Facilities Impact Fees. All other public facilities impact fees (as listed in Chapter 25.80 of the City Municipal Code and including the Bayfront Development Fee) shall be payable by Development Phase and shall be due upon issuance of the first Development Permit, which, for the purposes of this Agreement, shall mean the first City Building Permit for construction of a building (e.g., not including permits for site predevelopment work such as excavation, grading and demolition). i. Future Airoort Boulevard Alignment. To the extent City or another party undertakes future widening of Airport Boulevard as described in Section 4. IN, City shall, at Developer's request, vacate and reconvey to Developer for no additional compensation any portion of the Airport Boulevard right of way through the Property that is not required for such future widening. 4.4 Tentative Map; Expiration. Any tentative subdivision map approved for the Project shall comply with Government Code Section 66473.7. The term of Vesting Tentative Map No. 12-02 shall be extended for the Term as permitted under Government Code Section 66452.6. 4.5 Acceptance of Dedications. City agrees to promptly accept dedications of public improvements constructed consistent with the Project Approvals when such dedications are made by Developer, except that if such acceptance is made prior to Developer's completion of construction of the Development Phase of the Project in which such public improvements are located, Developer shall enter into a maintenance agreement with City to maintain such public improvements until such time as is provided in any such agreement. 12 ARTICLE V INDEMNITY 5.1 Developer's Indemnity. Developer hereby agrees to and shall hold Indemnitees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Developer or Developer's contractors', subcontractors', agents' or employees' operations upon City's property under this Agreement, whether such operations be by Developer, or by any of Developer's contractors, subcontractors, or by any one or more persons employed by, or acting as agent for, Developer or any of Developer's contractors or subcontractors, excepting suits and actions brought by Developer for default of this Agreement or arising from the negligence or willful misconduct of City or any other Indemnities. 5.2 Legal Challenge: Cooperation. In the event of any legal action instituted by a third party challenging any provision of this Agreement, the procedures leading to its adoption, or its implementation, including without limitation, the issuance of the Project Approvals or Governmental Agency Permits to which City is a permittee, the Parties agree to affirmatively cooperate in defending said action and, if necessary, execute a joint defense and confidentiality agreement to share and protect information under the joint defense privilege recognized under applicable law. As part of their cooperation in defending an action, City and Developer shall coordinate their defense in order to make the most efficient use of legal counsel and to share and protect information. 5.3 Attorney's Fees and Costs. Developer's obligation under this Article V includes the obligation to pay for the costs and reasonable attorneys' fees of City and any outside counsel retained by City to defend it in any court action, administrative action or other proceeding brought by any third party challenging any provision of this Agreement, the procedures leading to its adoption, or its implementation, including without limitation, the issuance of the Project Approvals or Governmental Agency Approvals. In the event City elects to select and employ independent defense counsel, Developer may jointly participate in and reasonably approve such selection. In the event that City elects for Developer to defend an Indemnitee with counsel designated by Developer, then such counsel shall be reasonably acceptable to City. If Developer is obligated to indemnify an Indemnitee under this Article V, Developer, the City Attorney and any outside counsel shall fully coordinate and cooperate in the defense of any action and shall keep each other fully informed of all developments relevant to such indemnity. 5.4 Notice. City agrees to give prompt notice to Developer with respect to any suit or claim subject to this Article V initiated or threatened against City, and in no event, later than the earlier of (a) seven (7) days after valid service of process as to any filed suit, or (b) twelve (12) days after receiving notification of the filing of such suit or the assertion of such claim, which City has reason to believe is likely to give rise to a claim for indemnity hereunder. To the extent Developer is prejudiced by City's failure to give such notice, then Developer's liability hereunder shall terminate as to the matter for which notice is not timely given. 5.5 No Personal Liability. It is understood and agreed that no commissioners, members, officers, agents, or employees of City (or of its successors or assigns) shall be personally liable to Developer nor shall any officers, directors, shareholders, agents or 13 employees of Developer (or of its successor or assigns) be personally liable to City in the event of any default or breach of this Agreement. ARTICLE VI ANNUAL REVIEW OF COMPLIANCE 6.1 Annual Review. City and Developer shall annually review this Agreement, and all actions taken pursuant to the terms of this Agreement with respect to the Project, in accordance with the provisions of this Article VI. 6.2 Developer's Submittal. Not later than sixty (60) days prior to each anniversary date of the Effective Date for the duration of the Term, Developer shall initiate the annual review by submitting a report to City's Community Development Director describing Developer's good faith compliance with the terms of this Agreement during the preceding year. 6.3 Finding of Compliance. Within thirty (30) days after Developer submits its report under Section 6.2, the Community Development Director shall review Developer's submission to make an initial determination whether Developer has demonstrated good faith compliance with the material terms of this Agreement. If the Community Development Director makes an affirmative determination, or does not determine otherwise within thirty (30) days after delivery of Developer's report, the annual review shall be deemed concluded. The Community Development Director may also, prior to the expiration of the 30 -day period specified in this Section 6.3, refer the determination of Developer's good faith compliance to the City Council, and shall provide Developer notice of his or her intent to make such referral within said 30 -day period. 6.4 Hearing to Determine Com lip ance. Within seven (7) days of notice to Developer provided under Section 6.3, the Community Development Director shall request that the City Council conduct a public hearing on Developer's good faith compliance with the material terms of this Agreement. The Community Development Director shall prepare and submit to the City Council, City Manager and Developer a staff report making his or her initial recommendation at least fourteen (14) days prior to the of providing the public hearing. Such report shall specify in reasonable detail the basis for the recommendation so that Developer may address the recommendation at the hearing held by the City Council, including, if necessary, a proposal for a reasonable time for Developer to take any necessary corrective actions. The City Council shall conduct a noticed public hearing to make a final determination on the good faith compliance by Developer with the material terms of this Agreement. At such hearing, Developer shall be entitled to submit evidence, orally or in writing, and address the recommendations of the staff report on, or germane to, the issue of Developer's good faith compliance with the material terms of this Agreement. After receipt of any written or oral response of Developer, and after considering all of the evidence at such public hearing, the City Council shall make a determination, on the basis of substantial evidence, concerning Developer's compliance in good faith with the material terms of this Agreement, and, if necessary, specify a reasonable time for Developer to bring its performance into good faith substantial compliance with the material terms of this Agreement ("City Recommendation"). 14 If the areas of noncompliance specified by the City Council are not corrected within the time limits so prescribed, then the City Council may extend the time for compliance for such reasonable period as it may determine (with conditions, if the City Council deems appropriate), or may take action to Terminate or (subject to agreement by Developer) to modify this Agreement. 6.5 Certificate of Compliance. If the City Community Development Director or the City Council finds good faith compliance by Developer with the material terms of this Agreement under Section 6.3 or 6_4, the City Community Development Director shall issue a certificate of compliance within ten (10) days thereafter, certifying Developer's good faith compliance with the material terms of this Agreement through the period of the applicable annual review. 6.6 Effect of Finding of Noncompliance: Rights of Developer. If the City Council determines that Developer has not complied in good faith with the material terms of this Agreement pursuant to Section 6.4 above, then prior to City's Terminating or seeking to modify this Agreement, Developer and City agree that Developer may submit the dispute as to Developer's good faith compliance with the material terms to Arbitration under the provisions of Section 10.4 of this Agreement. 6.7 Reimbursement of Annual Review Costs. Developer shall pay City for the reasonable costs incurred in conducting its annual review of the Agreement within thirty (30) days of receipt of an invoice from City for such costs. The amount reasonably charged shall not exceed Five Thousand Dollars ($5,000.00) for the first year in which annual review of the Agreement is conducted. The maximum reimbursement for reasonable review costs may increase at a compounded rate of 2.0% per year for each subsequent year of review. ARTICLE VII FORCE MANURE DELAYS: SUPERSEDURE BY SUBSEQUENT LAWS 7.1 Force Majeure Delays. Performance by a Party of its obligations hereunder shall be excused during, and extended for a period of time equal to, any period of delay caused at any time by reason of Force Majeure. Promptly after learning of the occurrence of a Force Majeure event, the affected Party shall notify the other Party of the occurrence of such Force Majeure event. 7.2 Supersedure by Subsequent Laws. a. Modification/Suspension. This Agreement shall not preclude application to the Property or the Project of changes in Laws or new Laws, nor shall anything in this Agreement preclude City from imposing on Developer any fee required by Laws where application of changes in Laws are specifically mandated and required by such Laws. If any Law enacted after the date of this Agreement prevents or precludes compliance with one or more provisions of this Agreement, then the provisions of this Agreement shall, to the extent such can be accomplished in a commercially reasonable manner and not materially increase either Party's obligations hereunder, be modified or suspended by the Parties as may be necessary to comply with such new Law. Immediately after becoming aware of any such new Law, the Parties shall 15 meet and confer in good faith to determine any such modification or suspension which may be necessary or appropriate and the effect any such modification or suspension would have on the purposes and intent of this Agreement. At the conclusion of such meet and confer process or ninety (90) days after such new Law takes effect, whichever is earlier, either Party may initiate proceedings to suspend, or with the agreement of the other Party, to modify this Agreement as may be necessary to comply with such new Law. Such proceedings shall be initiated by public notice given in accordance with the City Regulations. b. Contest of New Laws. Either Party shall have the right (but not the obligation) to contest changes in Laws or new Laws preventing compliance with the terms of this Agreement, and, in the event such challenge is successful, this Agreement shall remain unmodified and in full force and effect. The City, in making any determination tinder Section 7.2.a, shall take into account the likelihood of success of any contest pending hereunder, and if the contesting Party or any other person has obtained interim relief preventing enforcement of such new Law, then the City shall delay consideration of action on modifications to or suspension of this Agreement pursuant to Section 7.2.a above until such contest is concluded or such interim relief expires. C. Termination. If in the reasonable business judgment of Developer, such changes in Laws or new Laws prevent, preclude or materially and adversely affect Developer's ability to develop, construct, operate, repair, maintain or restore the Project in a commercially reasonable manner, or City and Developer are unable to reasonably agree on whether or what modifications to this Agreement would be necessary and appropriate to comply with such changes in Laws or new Laws, then Developer or City may elect to Terminate this Agreement upon thirty (30) days prior notice to the other Party. ARTICLE VIII ASSIGNMENT 8.1 Developer has the right to Transfer the Property at any time during the Term without the consent of City provided that it also transfers any applicable portion of its interest, rights or obligations under this Agreement with respect to the portion of the Property transferred. In the event of a Transfer of a portion of the Property, Developer shall retain all rights, duties, obligations or interests applicable to the retained portion or portions of the Property. 8.2 Upon Developer's Transfer and City's receipt of an assumption agreement as provided for herein, Developer shall be released from its duties and obligations so Transferred, and any subsequent default or breach with respect to such Transferred rights, duties, obligations or interests shall not constitute Developer's default or breach with respect to Developer's remaining rights, duties, obligations or interests under the Agreement; provided that (a) Developer has provided City with notice of such Transfer in accordance with Article XI, and (b) the transferee executes and delivers to City an agreement in which (i) the name and address of the Transferee is set forth and (ii) the transferee assumes such rights, duties, obligations or interests of Developer so Transferred. Failure to deliver a written assumption agreement hereunder shall not affect the running of any covenants herein with the land, nor shall such failure negate, modify or otherwise affect the liability of any transferee pursuant to the provisions of this Agreement. 10 ARTICLE IX AMENDMENT OR TERMINATION OF AGREEMENT 9.1 Generally. Except as expressly provided herein, this Agreement may be Terminated, modified or amended only by the consent of the Parties made in writing, and then only in the manner provided for in Section 65868 of the Development Agreement Statute. 9.2 Certain Modifications. Modifications to the Project Approvals or this Agreement not related to the Term; permitted uses of the Property or City Easement Property; density or intensity of uses in the Project; maximum height, bulk or size of the Project improvements; provisions for City Fees or Exactions; or other material provision of this Agreement shall not be deemed an amendment of this Agreement. Unless otherwise required in accordance with procedures applicable under the Existing City Regulations, such changes shall not require a noticed public hearing before the Parties execute such modification. The Community Development Director shall, after considering input from Developer, make the determination on behalf of City as to whether a noticed public hearing is necessary. 9.3 Implementine Memoranda. The Community Development Director is authorized to execute, on behalf of City, without the necessity of amending this Agreement, implementing memoranda that the Community Development Director determines are in the best interests of City, do not materially increase City's obligations or materially diminish City's rights under this Agreement and further the purposes and intent of this Agreement. Such implementing memoranda may include such things as, but are not limited to, minor changes to notice periods or procedures, minor changes to the dates for delivery of documents, data, information or other materials, or corrections to inadvertent or non -material errors in the Agreement. Implementing memoranda prepared pursuant to this Section shall be effective upon execution by both the Community Development Director and Developer. 9.4 Amendment to Project Approvals. Material amendments to Project Approvals shall require an amendment to this Agreement only if and to the extent such amendments are to be vested under Section 3.1. 9.5 Effect of Termination. Upon Termination, this Agreement and all of the rights, duties and obligations of the Parties hereunder shall, except as explicitly provided herein, automatically Terminate and be of no further force or effect. Except for the rights conferred by this Agreement, any right that is otherwise vested under Laws, as applicable, shall not expire due to Termination. Upon any Termination of this Agreement, City shall retain any and all benefits received by City as of the date of Termination under or in connection with this Agreement. No Termination of this Agreement shall prevent Developer from completing and occupying buildings or other improvements authorized pursuant to valid building permits previously approved by City or under construction at the time of Termination, except that nothing herein shall preclude City, in its discretion, from taking any action authorized by Laws or Existing City Regulations to prevent, stop or correct any violation of Laws or Existing City Regulations occurring before, during or after construction. 9.6 City Clerk Action. If the Parties amend, modify or Terminate this Agreement as herein provided, or this Agreement is modified or Terminated pursuant to any provision hereof, 17 then the City Clerk shall, within ten (10) days after such action takes effect, cause an appropriate notice of such action to be recorded in manner specified in Section 2.1 in the Official Records of the County of San Mateo. ARTICLE X DEFAULT, REMEDIES, TERMINATION 10.1 Default. Failure by a Party to perform any term or provision of this Agreement shall constitute an "Event of Default." Except in cases where the breach of this Agreement presents a threat of imminent harm, the non -defaulting party shall give the other not less than thirty (30) days' notice of any Event of Default in writing, specifying the nature of the alleged default ("Notice"). If such default is not cured within thirty (30) days after delivery of the Notice, or if the cure reasonably requires more than thirty (30) days to complete and there is - failure to begin the cure within the 30 -day period or failure to continue diligently to completion of the cure, the non -defaulting party may proceed as specified in this Article X. 10.2 Remedies Limitation. In the event of a Default under this Agreement, the remedies available to a Party shall include specific performance of this Agreement in addition to any other remedy available at law or in equity. Notwithstanding the foregoing, however, neither Party shall ever be liable to the other Party for any consequential damages on accoumt of the occurrence of an Event of Default (including claims for lost profits, loss of opportunity, lost revenues, or similar consequential damage claims), and the Parties hereby waive and relinquish any claims for consequential damages on account of an Event of Default, which waiver and relinquishment the Parties acknowledge has been made after full and complete disclosure and advice regarding the consequences of such waiver and relinquishment by counsel to each Party. 10.3 Developer Relief. In addition to remedies specified in Section 10.2 above, in the event City does not in good faith accept application(s) for, and review, approve or issue development permits or entitlements to Developer as necessary or required for development or use of the Project by and in accordance with the terms of this Agreement; or City fails to cooperate with Developer in the manner and for the purposes so specified herein, or City otherwise defaults under the terms of this Agreement, Developer shall not be obligated to proceed with or complete the improvements required under this Agreement including the public benefits described in Section 4. 1, or any phase thereof. 10.4 Arbitration of Disputes. a. Arbitration Generally. Any disputes arising out of the breach of this Agreement shall be submitted to JAMS in San Francisco, or its successor, in front of a single disinterested arbitrator for final and binding arbitration in accordance with this Section 10.4 ("Arbitration"). b. Arbitration Demand; Selection of Arbitrator. Either Party may file an Arbitration demand with JAMS within sixty (60) days after the date on which notice of an Event of Default is provided pursuant to Section 10.1. Within ten (10) days from the date that a Party makes a written demand for Arbitration, the Parties shall meet and confer to select an arbitrator. The arbitrator to be used for an Arbitration must be someone who is not now, and within the 1D preceding five (5) years has not been, employed or hired by, or had a business relationship with, either Party or either Party's lawyers or any entity owned or controlled in whole or in part by either Party, and who is not a personal friend of either Party, its employees, or its lawyers. The arbitrator shall reveal any circumstances regarding the claim or the Parties that he or she believes might affect his or her impartiality. The arbitrator's disclosures shall be in writing, and the Parties shall have seven (7) days after receiving a disclosure in which to disqualify the arbitrator based upon good faith concerns arising from the written statement. An arbitrator shall not be disqualified simply because he or she has in the past been hired by attorneys for either Party as part of an arbitration or mediation procedure involving an unrelated subject matter, so long as the arbitrator discloses such relationship and affirms that he or she is able to impartially consider the matters to be presented in the Arbitration. In the absence of agreement by the Parties, JAMS shall designate a disinterested retired judge from Alameda, San Francisco, San Mateo or Santa Clara counties to be the arbitrator, either through a process of having the Parties strike names from a list of potential arbitrators, or by otherwise selecting an arbitrator at JAMS's discretion. Arbitration Procedures. (a) The Arbitration will be conducted in San Mateo County, or another location agreeable to both Parties, before an arbitrator selected according to this Section 10.4.b who will be instructed to apply the California Rules of Evidence. The JAMS Comprehensive Arbitration Rules and Procedures effective as of October 1, 2010 will apply, except to the extent specifically modified herein (the "JAMS Rules"). The cost of the arbitrator and the JAMS fees shall be split and paid equally by the Parties. The Arbitration award shall be final and binding, and is not subject to appeal. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. (b) The arbitrator shall determine the scope and timing of discovery, which shall include, at a minimum, the following: (i) In advance of the Parties' exchange of initial lists of percipient witnesses, counsel shall meet and confer about exchanging documents. Either Party may request documents from the opposing Party, and the arbitrator shall resolve any disputes over the scope of documents to be produced. (ii) Counsel shall meet and confer to discuss testimony and depositions. At a time agreed upon by counsel or set by the arbitrator, the Parties shall exchange an initial list of the percipient witnesses each Party reasonably anticipates it will call to testify at the Arbitration. After the exchange of initial lists, a Party may supplement its list of witnesses if the other Party's designations or further discovery or investigation in good faith leads that Party to conclude that the testimony of additional percipient witnesses would be advisable. (iii) At a time agreed upon by counsel or set by the arbitrator, but after documents have been exchanged and the depositions have been completed, the Parties shall simultaneously exchange designations of expert witnesses. The designation of expert witnesses, and the designation of any rebuttal or supplemental expert witnesses, shall be governed by the procedures of Code of Civil Procedure Section 2034 et seq., including that each 19 Party shall have an opportunity to depose each expert witness designated by the opposing Party. At least ten (10) business days in advance of the deposition of the first expert, the Parties shall simultaneously exchange any expert reports, and all documents that are in the experts' possession, custody, or control, or the possession, custody, or control of the Party disclosing the experts and that any expert has relied on or reviewed in preparing his or her opinion. (iv) At a time to be arranged by counsel or the arbitrator, but at least ten (10) days before the Arbitration hearing commences, each Party will provide the opposing Party with copies of a full set of documents that it intends to introduce at the Arbitration. ii. Alternate Dispute Resolution Providers. In the event that neither JAMS nor its successor exists at the time for resolving a dispute hereunder, then the American Arbitration Association ("AAA") or its successor shall be used for Arbitration procedures set forth herein; provided, however, the JAMS Rules shall be used in lieu of the AAA's Commercial Arbitration Rules. If neither JAMS nor AAA nor a successor of either exists, then, at the option of the first to commence an Arbitration, the Arbitration shall be administered by a then -existing alternate dispute resolution provider located in San Mateo, San Francisco, Santa Clara or Alameda Counties, which provider shall have no fewer than 5 retired judges from Alameda, San Francisco, San Mateo and Santa Clara counties on its list of approved arbitrators. ARTICLE XI NOTICES All notices or communication under this Agreement or the Development Agreement Ordinance shall be in writing and delivered in person or sent by first class, postage prepaid, certified mail, addressed as follows: If to City: with a copy to: Director of Community Development City of Burlingame 501 Primrose Road Burlingame, CA 94010 City Attorney City of Burlingame 501 Primrose Road Burlingame, CA 94010 If to Developer: 350 Beach Road, LLC c/o Millennium Partners 735 Market Street, Sixth Floor San Francisco, CA 94103 20 with a copy to: Millennium Partners 1995 Broadway New York, NY 10023 All notices required by this Agreement shall be deemed given, received, made or communicated (i) if by personal service, on the date personal receipt actually occurs or, (ii) if mailed, on the delivery date or attempted delivery date shown on a return receipt. Any Party may change the address stated herein by giving notice thereof to the other Party at least ten (10) days prior to the effective date of the address change, and thereafter notices shall be addressed and transmitted to the new address. Notices and communications with respect to technical matters in the routine performance and administration of this Agreement shall be given by or to the appropriate representative of a Party by such means as may be appropriate to ensure adequate communication of the information, including written confirmation of such communication where necessary or appropriate. ARTICLE XII MORTGAGE PROTECTION 12.1 Mortgage Protection. This Agreement shall be superior and senior to any lien placed upon the Property or any portion thereof after the date of recording the Agreement, including the lien of any deed of trust or mortgage ("Mortgage"). Notwithstanding the foregoing, no breach hereof shall defeat, render invalid, diminish or impair the lien of any Mortgage made in good faith and for value, but all of the terms and conditions contained in this Agreement shall be binding upon and effective against and shall run to the benefit of any person or entity, including any deed of trust beneficiary or mortgagee ("Mortgagee"), who acquires title or possession to the Property, or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, lease termination, eviction or otherwise. 12.2 Mortgagee Not Obligated. Notwithstanding the provisions of Section 12.1, no Mortgagee shall have any obligation or duty under this Agreement to construct or complete the construction of the Project or public benefits described in Section 4.1, or to guarantee such construction or completion. 12.3 Notice of Default to Mortgagee. If City receives a notice from a Mortgagee requesting a copy of any Notice given Developer under Section 10.1 and specifying the address for service thereof, then City agrees to use its best efforts to deliver to such Mortgagee in the manner specified in Article XI, concurrently with service thereon to Developer, (i) any Notice given to Developer with respect to any claim by City that Developer has committed an Event of Default, or (ii) any City Recommendation made pursuant to Section 6.4. Each Mortgagee shall have the right during the same period available to Developer and for an additional thirty (30) days after the expiration of such, (i) to cure or remedy, or to commence to cure or remedy the Event of Default claimed in City's Notice, or (ii) take any actions specified in any City Recommendation. If a Mortgagee shall be required to obtain possession in order to cure any default, the time to cure shall be tolled so long as the Mortgagee is attempting to obtain possession, including by appointment of a receiver or foreclosure. 21 12.4 Reasonable Modifications Required by Mortgagee. City shall meet and confer with any Mortgagee regarding Mortgagee's request for modifications to this Agreement that are reasonable necessary to satisfy Mortgagee's requirements for financing of the Project or any portion thereof and shall accept such modifications provided they: (a) are reasonably required under customary underwriting or rating agency standards; (b) do not materially increase City's obligations or materially diminish the public benefits under this Agreement, and (c) do not materially decrease the Developer's obligations under this Agreement. ARTICLE XIH COOPERATION, NON-INTERFERENCE AND GOOD FAITH 13.1 Developer and City shall each refrain from doing anything that would render its performance under this Agreement impossible and each shall do everything which this Agreement contemplated that the Party shall do to accomplish the objectives and purposes of this Agreement. 13.2 Developer and City each covenant, on behalf of itself and its successors, heirs and assigns, to take all actions and to do all things, and to execute, with acknowledgement or affidavit if required, any and all documents and writings that may be necessary or proper to achieve the purposes and objectives of this Agreement. ARTICLE XIV MISCELLANEOUS 14.1 Binding Covenants. Pursuant to Section 65868.5 of the Development Agreement Statute, this Agreement shall constitute covenants which shall run with those portions of the Property against which it is recorded as specified in Section 2.1 and the benefits and burdens hereof shall bind and inure to all successors and assigns of the Parties. 14.2 Public Good. City hereby finds and determines that execution of this Agreement is in the best interest of the public health, safety and general welfare and is consistent with the General Plan and the Specific Plan. 14.3 Negation of Partnership. It is specifically understood and agreed by and between the Parties hereto that the development of the Property is a separately undertaken private development. No partnership, joint venture or other association of any kind between Developer and City is formed by this Agreement. 14.4 No Third Party Beneficiary. This Agreement is entered into for the protection and benefit of the Parties and their successors and assigns. No other person or entity of any kind or nature shall have or acquire any right or action of any kind based on the provisions of this Agreement. 14.5 Exhibits. The Exhibits listed below are deemed incorporated into this Agreement in their entirety by this reference except as otherwise provided herein: 22 Exhibit A: Legal Description of Property Exhibit A-1: Plat of Property Exhibit B: Legal Description of City Easement Property Exhibit B-1: Plat of City Easement Property Exhibit C: Project Site Plan Exhibit D: List of Project Approvals Exhibit E: Form of Easement for Improvements in City Right of Way Exhibit F: Development Phases Exhibit G: Airport Boulevard Dedication Parcel Exhibit H: Developer Maintenance Areas 14.6 Entire Agreement. This written Agreement and the Exhibits hereto as specified in Section 14.5 contain all the representations and the entire agreement between the Parties with respect to the subject matter hereof. 14.7 Construction of Agreement: Captions. All of the provisions of this Agreement have been negotiated at arms -length between the Parties and after advice by counsel and other representatives chosen by each Party, and the Parties are fully informed with respect thereto. Therefore, this Agreement shall not be construed for or against either Party by reason of the authorship or alleged authorship of any provisions hereof, or by reason of the status of either Party. The provisions of this Agreement and the Exhibits hereto shall be construed as a whole according to their common meaning and not strictly for or against any Party and consistent with the provisions hereof, in order to achieve the objectives and purpose of the Parties hereunder. The captions preceding the text of each Article, Section and the Table of Contents hereof are included only for convenience of reference and shall be disregarded in the construction and interpretation of this Agreement. 14.8 Severability. Except as is otherwise specifically provided for in this Agreement with respect to any Laws which conflict with this Agreement, if any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect unless enforcement of the remaining portions of this Agreement would be unreasonable or grossly inequitable under all the circumstances or would frustrate the purposes of this Agreement. 14.9 Mitigation of Damages. In all situations arising out of this Agreement, each Party shall attempt to avoid and minimize the damages resulting from the conduct of the other Party. Each Party shall take all necessary measures to effectuate the provisions of this Agreement. 14.10 Irregularity in Proceeding. No action, inaction or recommendation by a Party pursuant to this Agreement, or of City in connection with a City Approval, shall be held void or invalid, or be set aside by a court on the grounds of improper admission or rejection of evidence, or by reason of any error, irregularity, informality, neglect or omission (collectively, an "error") as to any matter pertaining to petition, application, notice, finding, record, hearing, report, recommendation or any matters of procedure whatsoever, unless after an examination of the entire record with respect to such error, including the evidence, the court finds that the error complained of was prejudicial, and that by reason of the error, the complaining Parry, or third 23 person, sustained and suffered substantial injury, and that a different result would have been probable if the error had not occurred or existed. No presumption shall arise that an error is prejudicial, or that injury resulted from an error, solely as a result of a showing that error occurred. 14.11 Applicable Law. This Agreement has been executed and delivered in and shall be interpreted, construed, and enforced in accordance with the laws of the State of California. 14.12 Authorized Signatories: Signature Pages. The Parties warrant that the persons executing and delivering this Agreement are authorized to execute and deliver this Agreement on behalf of each Party, respectively. For convenience, the signatures of the Parties to this Agreement may be executed and acknowledged on separate pages which, when attached to this Agreement, shall constitute this as one complete Agreement. 14.13 Time. Time is of the essence of this Agreement and of each and every term and condition hereof. 14.14 Days. The word "days" as used in this Agreement refers to calendar days. In the event that any period to perform an obligation or notice period under this Agreement ends on a Saturday, Sunday, or state or national holiday, the applicable time period shall be extended to the next business day. 14.15 Estoppel Certificate. Developer may, at any time, and from time to time, deliver written notice to the City requesting City to certify in writing that, to the knowledge of City, (a) this Agreement is in full force and effect and a binding obligation of the Parties, (b) the Agreement has not been amended or modified either orally or in writing, and if so amended, identifying the amendments, and (c) that Developer is not in default in the performance of its obligations under the Agreement, or if in default, to describe therein the nature and amount of any such defaults. City agrees to cooperate with Developer and to timely process such request in good faith and return same within ten (10) days of receipt. Either the Director of Community Development or the Planning Director of City shall have the right to execute any certificate requested by Developer hereunder. Signatures commence on following page FM IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written. AUTHORIZED SIGNATURE OF CITY TO AGREEMENT: City Attorney CITY OF BURLINGAME, a municipal corporation organized and existing under the laws of the State of Calif mia By: ts: AUTHORIZED SIGNATURE OF DEVELOPER TO AGREEMENT: 350 BEACH ROAD, LLC, a Delaware corporation By: Millennium Partners its Managing Member 25 0 Sean Jeffries Vice -President IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written. APPROVED AS TO FORM: By: Clark E. Guinan City Attorney AUTHORIZED SIGNATURE OF CITY TO AGREEMENT: CITY OF BURLINGAME, a municipal corporation organized and existing under the laws of the State of California M Its: AUTHORIZED SIGNATURE OF DEVELOPER TO AGREEMENT: 350 BEACH ROAD, LLC, a Delaware corporation By: Millennium Partners its Managing M ber By: Van Jeffries Vice -President VN 25 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA ) COUNTY OF SAN MATEO ) On June 28, 2012 before me, Ana Maria Silva, Notary Public DATE NAME, TITLE OF OFFICER personally appeared, Jerry Deal and Clark E. Guinan------- who proved to me on the basis of satisfactory evidence to be the perso(s whose nam ar ubscribed to the within instrument and acknowled ed to met at he executed the same in hei authorize capaci (ies and that by-hWbeifheirI atur(os )on the instrument the pers (s)or the entity upon behalf of which the perso (s) cted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ANA MARIA SILVA CommUfion Y 1871228 Notary Public - CalNornla San Mateo County Comm. Iraa Jan 18, 2011' (SEAL) NOTARY PUBLIC SIGNATURE OPTIONAL INFORMATION TITLE OR TYPE OF DOCUMENT Development Agreement Between CitV of Burlingame and 350 Beach Road, LLC DATE OF DOCUMENT June 27, 2012 NUMBER OF PAGES SIGNER(S) OTHER THAN NAMED ABOVE Sean Jeffries, Vice President Millennium Partners (notarized elsewhere) CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT State of California Countyof JAW F-RAIVC'iECD On ;]u&t� 27, ZDIZbefore me, C) 4-te0-1 L LECs AJ C7 , (Here insen name and personally appeared _/ rFie/C s r` mecl c_ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the persons) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. IE LEUNG hand and official seal. COMM.Ii1838B43 m m Notary Publtc CslOrnMa v_, SAN FRANCISCO AR 7.2 013 M Comm. Exp. MAR 7.2 of Notary Public (Notary Seal) ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM Airy acknowledgment completed in California nest contain verbiage exactly as ATTACHED DOCUMENT appears above in the notary section or a separate acknowledgment form Hour be properly completed and attached to that docutnent. The only exception is if a document is to be recorded outside of California. In such instances. any alternative of attached document) acknowledgment verbiage as Hav be printed on such a document so long as tire verbiage does not require Are notary to do something that is illegal for a story in California (i.e. certf.ing the mehori=ed capacity of the signer). Please check the document carciukvfor proper notarial Hording and attoch this form if required. DESCRIPTION OF THE (Title or description (Title or description of an document continued) Number of Pages Document Date (Additional infnmmation) CAPACITY CLAIMED BY THE SIGNER ❑ Individual (s) ❑ Corporate Officer (Title) ❑ Panner(s) ❑ Attorney -in -Fact ❑ Trustee(s) ❑ Other 2008 Version CAPA v 121007800-873-9865 was+c.NowrvClarescom • State and County information must be the State and County where the document signer(s) personally appeared before the notary publ is for acknowledgment. • Date of notarization must be the dale that the signers) personally appeared which must also be the same dale the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma slid then your title (notary public). • Print the camels) of document sigmer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i e. he/she/they is /ere) or circling the correct fors. Failure to correctly indicate Ibis information may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible. Impression mast not cover test or lines. If seat impression smudges, re -seal if a suf icienl area permits, otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk. Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. Indicate title or type ofattached document, number of pages and date. Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (Ce. CEO, CFO, Secretary). • Securely attach this document to the signed document Exhibit A Legal Description of Property Parcel One: A portion of the Northerly half of Section 18, Township 4 South, Range 4 West, Mount Diablo Base and Meridian, described as follows: Beginning at a point which is due North 540.68 feet and due West 84.00 feet from the intersection of the centerline of the centerline of Burlingame Avenue and the centerline of the six foot right of way along the beach deeded to the City of San Mateo; thence from said point of beginning West 411.00 feet; thence South 150.00 feet; thence West 120.00 feet; thence North 150.00 feet; thence West 394.26 feet; thence North 00 17' 00" West 729.01 feet; thence East 928.86 feet; thence South 729.00 feet to said point of beginning. Parcel Two: All that portion of Parcel 1, as said parcel is shown on that certain Map entitled, " Parcel Map City of Burlingame, San Mateo County, California, dated January 1969" , filed in the Office of the County Recorder of San Mateo County, State of California on October 1, 1969 in Book 8 of Parcel Maps, at Page 33, lying Southerly of the Southerly line of that portion conveyed to the State of California, acting by and through the State Lands Commission, dated July 18, 1972 and recorded July 27, 1972, in Book 6198 at Page 76 as Document No. 41774 -AF, Official Records. Parcels One and Two being Assessor's Parcel No.: 026-350-130 EXHIBIT A, PAGE I of I EXHIBIT A-1 PLAT OF PROPERTY EXHIBIT A-1, PAGE 1 of 1 Exhibit B Legal Description of City Easement Property Parcel One A portion of Section 18, Township 4 South, Range 4 West, Mount Diablo Base & Meridian, described as follows: Commencing at the point of intersection of the north line of said Section 18 with the east line of Parcel 3, as said parcel is shown on that certain Parcel Map filed for record on October 1, 1969 in Volume 8 of Parcel Maps at Page 33, Records of San Mateo County, California; thence from said point of commencement along the north line of said Section 18, South 890 43'01" West 84.00 feet to a point which is perpendicularly distant 84.00 feet from said easterly line of Parcel 3; thence parallel with said easterly line South 00 00' 00" East 364.84 feet to a point in the northerly line of that parcel shown as " 87' wide street dedication" on said Parcel Map, said point of beginning along the northerly line of said " 87' wide street dedication" Parcel North 900 00' 00" West 947.29 feet to the westerly line of Parcel One as shown on said Parcel Map; thence along said westerly line South 00 17' 00" East 87.00 feet to the southerly line of said " 87' wide street dedication" Parcel, thence along said southerly line North 900 00' 00" East 946.86 feet to a point which bears South 00 00' OW East from said true point of beginning; thence North 00 00'00" East 87.00 feet to the true point of beginning. Being a portion of Parcels 1, 2 and 3, as shown on the above mentioned Parcel Map Assessor's Parcel No. 026-350-080 Parcel Two: A portion of Section 18, Township 4 South, Range 4 West, Mount Diablo Base & Meridian, described as follows: Beginning at the point of intersection of the north line of said Section 18 with the east line of Parcel 3 as said parcel is shown on that certain parcel map filed for record October 1, 1969 in Volume 8 of Parcel Maps at Page 33, Records of San Mateo County, California; thence from said point of beginning along the exterior line of said Parcel 3 the following courses: South 00 00'00" East 1321.26 feet, North 900 00' 00" West 84.00 feet and North 00 00'00" East 869.00 feet; thence leaving said exterior line North 00 00' 00" East 451.85 feet to a point in the northerly line of said Parcel 3; thence along said northerly line North 890 43'01" East 84.00 feet to the point of beginning. Being a portion of Parcel 3, as shown on the above mentioned Parcel Map Assessor's Parcel No. 026-350-100 EXHIBIT B, PAGE 1 of 1 EXHIBIT B-1 PLAT OF CITY EASEMENT AREA EXHIBIT B-1, PAGE 1 of 1 zh- Exhibit C Project Site Plan EXHIBIT C, PAGE 1 of 3 n Iter 1 1B CH CH ROAD i EXHIBIT C - PROJECT SITE PLAN r 3 O �m SAN FRANCISCO BAY xocr, m 064 lg SCALE 1:100 I I �I m OL EWGIIOM+L XCU6/0.9ttWN�¶ of0 N I OI Or N SANCHEZ CHANNELi I I maGaLxu rwoE, IYP� I I 1xW11• N6/ � APMfl �i EHCNSUPCnY OAYYLNI \\ Al CFACf'. IM \\ 133 204,400 SF, T staly J 29,200 SFIFloor r° : W of i A9lLE � II � ti 84 - u 233,0005E Sway 29,200 SFIF1cor II E. PM%M. LOAD I II � spww I SUWACEw w,wcA NIIIIIIII4u10111111L �IIIIIIIIIII�►rllll_ IIIR_ N O'OO �C d�rVtFM ANX)SIIAIL PMaIXC EXHIBIT C - PROJECT SITE PLAN W 12.275" RTESIfM1W CMMECIpN— r 1 1 AK 'Amenities Cert m 31,000 SF, 2 story —E 1 Kill 1 (4aF51faLV1 [ONHmAa'I� SCALE 1:100 Exhibit D List of Project Approvals Certification of an Environmental Impact Report, adoption of CEQA Findings (including a Statement of Overriding Considerations and Conditions of Approval incorporating Mitigation Monitoring and Reporting provisions), and approval of Conditional Use Permit for Day Care use, vesting tentative subdivision map, and Commercial Design review for the Project (Resolution No. 43-2012, adopted June 18, 2012). 2. Approval of Amendment to Bayfront Specific Plan for the Anza Point North subarea (Resolution No. 44-2012, adopted June 18, 2012) 3. Approval of Amendment to Zoning Code Text for the Anza Point North zoning district (Ordinance No. 1875-2012, adopted June 18, 2012) 4. Approval of reclassification of a portion of the Property from Anza Point South zoning district to the Anza Point North zoning district (Ordinance No. 1876-2012, adopted June 18,2012) Approval of a Development Agreement (including amendments to the Zoning Code for the administration of Development Agreements within the City of Burlingame) (Ordinance No. 1877-2012, adopted June 18, 2012) EXHIBIT D, PAGE 1 of 1 Exhibit E Form of Easement for Improvements on City Easement Property RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Coblentz, Patch, Duffy & Bass LLP One Ferry Building, Suite 200 San Francisco, CA 94111-4213 Attn: Joshua Steinhauer EASEMENT AGREEMENT (Construction and Maintenance Easement) This Easement Agreement ("Agreement") is dated ("Effective Date") and is made by and between the CITY OF BURLINGAME, a municipal corporation organized and existing under the laws of the State of California (herein "Grantor') and 350 BEACH ROAD, LLC, a Delaware corporation (herein "Grantee"), with reference to the following facts: A. Grantor owns an easement for public road, utility and related purposes over certain lands in the City of Burlingame, California more particularly described in Exhibit A and depicted on Exhibit A-1. (the "Grantor Easement Property"). B. Currently, Fisherman's Park and a portion of Airport Boulevard are located on the Grantor Easement Property; C. The Grantee is the owner of certain real property adjacent to the Grantor Easement Property, more particularly described in Exhibit B and depicted on Exhibit B-1 (the 'Benefited Property"). D. Grantee wishes to develop the Benefited Property into an office/research and development campus, as well as make certain improvements on portions of the Grantor Easement Property, including relocating Airport Boulevard including expansion of the existing bridge crossing Sanchez Channel, constructing a new portion of the San Francisco Bay Trail through a portion of the Grantor Easement Property, and other public shoreline and open space improvements. E. Grantor and Grantee have entered into that certain development agreement under Government Code § 65864 et seq. approved by the Grantor on , 2012 by Ordinance No. ('Development Agreement") for the improvement of the Benefited Property and portions of the Grantor Easement Property (improvements to and on the Grantor Easement EXHIBIT E Page 1 of 13 Property and Benefited Property referred to collectively herein as the "Project" as that term is defined in the Development Agreement and as is shown on the site plan attached hereto as Exhibit C , Under the Development Agreement, Grantor has agreed to grant Grantee an easement over a portion of the Grantor Easement Property described more particularly below as the Easement Area, for the construction, installation, use, repair and maintenance of Project improvements to and on the Easement Area. F. This Agreement, including the easement granted herein, is being executed and delivered by Grantor and Grantee for the benefit of the Benefited Property to accommodate the development of the Project. NOW, THEREFORE, for valuable consideration, the receipt of which each of the parties hereto does hereby acknowledge, the parties hereto do hereby agree as follows: 1. Grant of Easement. Subject to the provisions of this Agreement, Grantor hereby grants to Grantee a nonexclusive easement (the "Easement") for ingress and egress on, over, under and upon the Grantor's Easement Property for the construction, installation, repair, reconstruction, reinstallation and maintenance of certain improvements on a portion of the Grantor's Easement Property depicted on Exhibit D (the "Easement Area"), as more particularly described in Section 4 below. 2. Term of Easement. The Easement granted under this Agreement shall commence ten (10) days after Grantor's receipt of Grantee's notice of the estimated date of commencement of the work of constructing improvements on the Easement Area and shall run for so long as the Project improvements remain on the Benefited Property. Upon the termination of the Easement, Grantee shall promptly, upon Grantor's request, cause to be executed, acknowledged and delivered on behalf of Grantee to Grantor, a quitclaim deed to evidence such termination. 3. Condition of the Easement Area. Grantee accepts the Easement Area in its existing physical condition, without warranty as to its suitability for Grantee's purposes. 4. Improvements. Grantee seeks this Easement to construct, install, repair, reconstruct, reinstall and maintain, in accordance with this Agreement, all improvements identified as part of or contemplated uses in the Project under the Development Agreement, including without limitation: (1) the relocated and improved portion of Airport Boulevard on the Easement Area, including a new spur road for access to Fisherman's Park, together with relocation of existing and placement of new utilities within the road right of way and associated roadside landscaping and streetscape improvements; (2) extension of the San Francisco Bay Trail and associated trails through the Easement Area to connect with and extend existing portions of the Bay Trail offsite, (3) other shoreline improvements for the within the Easement Area, including open space areas, flood protection and passive stormwater treatment improvements, all as depicted in greater detail on Exhibit C. 5. Indemnification. (a) Generally. Grantee shall indemnify, defend and hold Grantor, its officers, directors, shareholders, employees, agents, successors and assigns (hereinafter collectively called "Indemnified Parties") harmless from any liability for damage or EXHIBIT E Page 2 of 13 claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Grantee's operations upon the Easement Area under this Agreement, whether such operations be by Grantee, or by any of Grantee's contractors, subcontractors, or by any one or more persons employed by, or acting as agent for, Grantee or any of Grantee's contractors or subcontractors, excepting suits and actions brought by Grantee for default of this Agreement or arising from the negligence or willful misconduct of any of the Indemnified Parties. (b) Legal Challenge: Cooperation. In the event of any legal action instituted by a third party challenging any provision of this Agreement, the procedures leading to its adoption, or its implementation, the Grantor and Grantee agree to affirmatively cooperate in defending said action and, if necessary, execute a joint defense and confidentiality agreement to share and protect information under the joint defense privilege recognized under applicable law. As part of their cooperation in defending an action, Grantor and Grantee shall coordinate their defense in order to make the most efficient use of legal counsel and to share and protect information. (c) Attorney's Fees and Costs. Grantee's obligation under this Section 6 includes the obligation to pay for the costs and reasonable attorneys' fees of Grantor and any outside counsel retained by Grantor to defend it in any court action, administrative action or other proceeding brought by any third party challenging any provision of this Agreement, the procedures leading to its adoption, or its implementation. In the event Grantor elects to select and employ independent defense counsel, Grantee may jointly participate in and reasonably approve such selection. In the event that Grantor elects for Grantee to defend an Indemnified Party with counsel designated by Grantee, then such counsel shall be reasonably acceptable to Grantor. If Grantee is obligated to indemnify an Indemnified Party under this Section 5, Grantee, the Grantor's City Attorney and any outside counsel shall fully coordinate and cooperate in the defense of any action and shall keep each other fully informed of all developments relevant to such indemnity. 6. Amendment. This Agreement may be amended or otherwise modified only in writing signed and acknowledged by Grantor and Grantee, or the successors and assigns of each. 7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 8. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be entitled to be the original and all of which shall constitute one and the sane agreement. 9. Notice. Any notice given under this Agreement shall be in writing and given by delivering the notice in person or sent by first class, postage prepaid, certified mail, addressed as follows: Grantor: Director of Community Development City of Burlingame EXHIBIT E Page 3 of 13 501 Primrose Road Burlingame, CA 94010 with a copy to:City Attorney City of Burlingame 501 Primrose Road Burlingame, CA 94010 Grantee: 350 Beach Road, LLC c/o Millennium Partners 735 Market Street, Sixth Floor San Francisco, CA 94103 with a copy to: Millennium Partners 1995 Broadway New York, NY 10023 All notices required by this Agreement shall be deemed given, received, made or communicated (i) if by personal service, on the date personal receipt actually occurs or, (ii) if mailed, on the delivery date or attempted delivery date shown on a return receipt. Any party may change the address stated herein by giving notice thereof to the other party at least ten (10) days prior to the effective date of the address change, and thereafter notices shall be addressed and transmitted to the new address. Notices and communications with respect to technical matters in the routine performance and administration of this Agreement shall be given by or to the appropriate representative of a Party by such means as may be appropriate to ensure adequate communication of the information, including written confirmation of such communication where necessary or appropriate. 10. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and be binding upon and inure to the benefit of the parties' respective successors and assigns, including without limitation all grantees and other successors -in -interest of Grantor in any of the Easement Area and of Grantee in the Benefited Property. It. Representations and Warranties. This Agreement has been duly authorized by all necessary action on the part of Grantor and no other action on the part of Grantor is necessary to authorize the execution and delivery of this Agreement. 12. No Dedication. The provisions of this Agreement are for the exclusive benefit of the parties and their successors and assigns, and shall not be deemed to confer any rights upon any person except such parties and their successors and assigns. 13. No Third Party Beneficiary. No obligation of a party under this Agreement is enforceable by, or is for the benefit of, any other third parties. The provisions of this Agreement are for the exclusive benefit of the parties hereto and their respective successors and assigns and EXHIBIT E Page 4 of 13 not for the benefit of any third person, nor shall this Agreement be deemed to have conferred any rights, express or implied, upon any third person. 14. Severability. If any provision of this Agreement shall be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each provision of this Agreement shall be valid and enforced to the full extent permitted by law, provided the material provisions of this Agreement can be determined and effectuated. 15. Entire Agreement. This Agreement, together with the Development Agreement and any attachments hereto or inclusions by reference, constitute the entire agreement between the parties on the subject matter hereof, and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties hereto with respect to the easement which is the subject matter of this Agreement. 16. Easement to Run with the Land. The conditions set forth in this Agreement are covenants running with the land and the title to the Grantor Easement Property and the Benefited Property, and any portions thereof. The Easement Area shall be burdened by the Easement created by this Agreement, which burden shall run with the land and shall be binding on any future owners and encumbrancers of the Easement Area or any part thereof and their successors and assigns. 17. Survival. All representations, warranties, waivers, and indemnities given or made hereunder shall survive termination of this Agreement. IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the Effective Date. GRANTOR: APPROVED AS TO FORM: M Clark E. Guinan Its: City Attorney GRANTEE: AUTHORIZED SIGNATURE OF CITY TO AGREEMENT: CITY OF BURLINGAME, a municipal corporation organized and existing under the laws of the State of California Its: EXHIBIT E Page 5 of 13 AUTHORIZED SIGNATURE OF DEVELOPER TO AGREEMENT: 350 Beach Road, LLC, a Delaware corporation Im Its: EXHIBIT E Page 6 of 13 STATE OF CALIFORNIA ss COUNTY OF On , before me, , Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public STATE OF CALIFORNIA ss COUNTY OF (Seal) On , before me, , Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public EXHIBIT E Page 7 of 13 (Seal) Exhibit A Legal Description of Grantor Easement Property Legal Description of City Easement Property Parcel One: A portion of Section 18, Township 4 South, Range 4 West, Mount Diablo Base & Meridian, described as follows: Commencing at the point of intersection of the north line of said Section 18 with the east line of Parcel 3, as said parcel is shown on that certain Parcel Map filed for record on October 1, 1969 in Volume 8 of Parcel Maps at Page 33, Records of San Mateo County, California; thence from said point of commencement along the north line of said Section 18, South 89° 43' 01" West 84.00 feet to a point which is perpendicularly distant 84.00 feet from said easterly line of Parcel 3; thence parallel with said easterly line South 00 00' 00" East 364.84 feet to a point in the northerly line of that parcel shown as " 87' wide street dedication" on said Parcel Map, said point of beginning along the northerly line of said " 87' wide street dedication" Parcel North 900 00' 00" West 947.29 feet to the westerly line of Parcel One as shown on said Parcel Map; thence along said westerly line South 00 17' 00" East 87.00 feet to the southerly line of said " 87' wide street dedication" Parcel, thence along said southerly line North 900 00'00r' East 946.86 feet to a point which bears South 00 00'00" East from said true point of beginning; thence North 0° 00' 00" East 87.00 feet to the true point of beginning. Being a portion of Parcels 1, 2 and 3, as shown on the above mentioned Parcel Map. Assessor's Parcel No. 026-350-080 Parcel Two: A portion of Section 18, Township 4 South, Range 4 West, Mount Diablo Base & Meridian, described as follows: Beginning at the point of intersection of the north line of said Section 18 with the east line of Parcel 3 as said parcel is shown on that certain parcel map filed for record October 1, 1969 in Volume 8 of Parcel Maps at Page 33, Records of San Mateo County, California; thence from said point of beginning along the exterior line of said Parcel 3 the following courses: South 00 00' 00" East 1321.26 feet, North 900 00' 00" West 84.00 feet and North 00 00'00" East 869.00 feet; thence leaving said exterior line North 0° 00' 00" East 451.85 feet to a point in the northerly line of said Parcel 3; thence along said northerly line North 890 43' 01" East 84.00 feet to the point of beginning. Being a portion of Parcel 3, as shown on the above mentioned Parcel Map Assessor's Parcel No. 026-350-100 EXHIBIT E Page 8 of 13 Exhibit A-1 Plat of Grantor Easement Property EXHIBIT E Page 9 of 13 Exhibit B Legal Description of Benefited Property Parcel One: A portion of the Northerly half of Section 18, Township 4 South, Range 4 West, Mount Diablo Base and Meridian, described as follows: Beginning at a point which is due North 540.68 feet and due West 84.00 feet from the intersection of the centerline of the centerline of Burlingame Avenue and the centerline of the six foot right of way along the beach deeded to the City of San Mateo; thence from said point of beginning West 411.00 feet; thence South 150.00 feet; thence West 120.00 feet; thence North 150.00 feet; thence West 394.26 feet; thence North 00 17' 00" West 729.01 feet; thence East 928.86 feet; thence South 729.00 feet to said point of beginning. Parcel Two: All that portion of Parcel 1, as said parcel is shown on that certain Map entitled, " Parcel Map City of Burlingame, San Mateo County, California, dated January 1969" , filed in the Office of the County Recorder of San Mateo County, State of California on October 1, 1969 in Book 8 of Parcel Maps, at Page 33, lying Southerly of the Southerly line of that portion conveyed to the State of California, acting by and through the State Lands Commission, dated July 18, 1972 and recorded July 27, 1972, in Book 6198 at Page 76 as Document No. 41774 -AF, Official Records. Parcels One and Two being Assessor's Parcel No.: 026-350-130 EXHIBIT E Page 10 of 13 Exhibit B Plat of Benefited Property EXHIBIT E Page 11 of 13 Exhibit C Site Plan Depicting Project Improvements EXHIBIT E Page 12 of 13 Exhibit D Plat of Easement Area EXHIBIT E Page 13 of 13 Exhibit F Development Phases EXHIBIT F, PAGE 1 of 4 \¥ . f)] ,t# ®2f , )\ 2 Ia) zf¥ It k) _ $% - f# r W z g W O 0 W o w w t\\\Y F W m Ip,`\yj xT > W D r w NS � U, OFF_ 2 z w � � w O a O w 0 W w LL m u� o M ��l O -one z W A co x L O C Z F T K �za w�3m fn QOJ O�zd L�7 oz mo� lQYf��pu BWm LJZZSF V = O D = O Z > ZOT zww <un w z mxomzw _-..Ingul I— � I um F1I ` oQi _ x i f ', LL t m i a OUrx AGENDA NO: STAFF REPORT MEETING DATE: May 1, 2017 To: Honorable Mayor and City Council Date: May 1, 2017 From: Syed Murtuza, Director of Public Works — (650) 558-7230 Subject: Adoption of Resolution Approving the Final Parcel Map (PM 16-02), Lot Subdivision at 300 Airport Boulevard RECOMMENDATION Staff recommends that the City Council adopt the attached resolution approving the Final Parcel Map (PM16-02) for a three lot subdivision, more particularly described as being a merger and subdivision of a portion of the lands described in a grant deed filed for records in document number 2006-024032 on February 17, 2006, also being a portion of parcel 1 of that certain parcel map filed in the office of the County Recorder of San Mateo County on October 1, 1969 in Book 8 of parcel maps, at page 33, San Mateo County records, subject to the following conditions: 1. Final parcel map for lot subdivision must be filed by the applicant within the time period as allowed by the Subdivision Map Act and the City's Subdivision Ordinance; 2. All property corners shall be set and shown on the final parcel map; 3. The final map shall show the widths of the new right-of-way for the realigned Airport Boulevard, including the centerline of right-of-way, bearings and distances of centerlines, and locations of new monuments in the roadway in accordance with City standards and conditions of approval; and 4. The dedication of a public sanitary sewer easement on the property for purposes of a sanitary sewer pump station. 5. Comply with the Development Agreement and all Conditions of Approval dated June 18, 2012 (Ordinance No. 1877-2012); including all public improvements such as roadway, curb, gutter, sidewalks, landscaping improvements, shoreline trails, storm drains, street lights, sanitary sewer, water mains, fire hydrants, public parking lot, pump station, and all appurtenances in compliance with the City of Burlingame standards and to the satisfaction of the Public Works Department. BACKGROUND On June 18, 2012, the City Council approved the tentative parcel map that will allow the project developer to construct a new office/life science campus at 300 Airport Boulevard (formerly a drive-in theater site), and realign Airport Boulevard as part of the project development. 1 Resolution Approving the Final Parcel Map (PM16-02) — 300 Airport Blvd May 1, 2017 The campus will consists of four office/life science buildings, an amenities building with fitness/childcare, and a five -story parking structure, in addition to surface parking. The developer will construct the realigned Airport Boulevard as shown on the parcel map, which will be dedicated to the City upon construction. Additionally, the developer will construct and dedicate to the City a new sanitary sewer pump station and necessary sewer easement as shown on the map per City standards and conditions of approval. The existing Airport Boulevard around the site will be vacated and incorporated into the project for use as open space as part of the proposed Bay Trail improvements. Staff has reviewed the parcel map and recommends approval of the Final Parcel Map subject to the above conditions. FISCAL IMPACT None. Exhibits: • Resolution • Final Parcel Map 2 STAFF REPORT AGENDA NO: 8g a MEETING DATE: July 3, 2017 To: Honorable Mayor and City Council Date: July 3, 2017 From: Syed Murtuza, Director of Public Works — (650) 558-7230 Subject: Adoption of a Resolution Awarding the Traffic Signal Maintenance Services Contract to Bear Electrical Solutions Staff recommends that the City Council adopt the attached resolution awarding the Traffic Signal Maintenance Services contract to Bear Electrical Solutions (BES) for a three-year term period in the amount of $250,000 and authorizing the City Manager to execute the agreement. BACKGROUND The City owns and operates 15 traffic signalized intersections, two flashing beacons, and five rectangular rapid flashing beacons (RRFB), within its limits. An additional 23 traffic signals are maintained by other entities (Caltrans, San Mateo, and Millbrae) within Burlingame as part of joint operations with the City. Furthermore, there are three specialized traffic signal interconnection systems that currently run on the 15 existing traffic signals. Two systems are located along California Drive and Broadway, while the third system is located on Bayshore Highway. For the last several years, the City has contracted out the traffic signal maintenance services, while retaining the maintenance and repair of City owned streetlights as an in-house operation to save money. The traffic signal service contract work includes monthly, quarterly, semi-annual, and annual maintenance work, emergency responses (pole knockdowns, broken detectors, in- operative signals, etc.), and non -emergency repair work (traffic signal equipment replacement, cabinet repair, back-up battery replacement, etc.). DISCUSSION Staff issued a Request for Proposals (RFP) to obtain traffic signal maintenance services from qualified contractors. Two proposals were received, with bids ranging from $50,900 to $64,540 per year. BES is the lowest responsible bidder with its bid amount of $50,900. The contractor has met all the project requirements, and has a past history of successful work for the City of Burlingame as well as for other public agencies in the Bay Area. The bids included a budget item for emergency call -out services performed on a time and materials basis. Additionally, staff recommends including a budget of $30,000 to be used for non- emergency call out services on an as -needed basis to be paid on a time and materials basis, 1 Award of Traffic Signal Maintenance Services Contract to Bear Electrical Solutions July 3, 2017 which brings the total annual contract amount to $80,900. The contract includes a three percent annual cost of living increase to accommodate for labor wage increases, which is standard industry practice for this type of work. The total fee amount for a three-year contact is $250,000 as shown in the below table. The City has discretion to terminate the contract early if desired by the City for reasons such as substandard performance by the contractor. FISCAL IMPACT There are adequate funds available in the FY 2017-18 Public Works Operating Budget to cover the costs of the first year of the contract services. Additional funds will be budgeted in future budgets to cover the future costs of traffic signal maintenance services. Exhibits: • Resolution • Agreement 2 Total Total Total Emergency Non- Annual Annual Annual Contractor Routine Call -out Monthly Emergency Cost Cost Cost Maintenance Service Meetings Call -out (Fear 1) (Year 2) (Year 3) Service FY 2017-18 FY 2018-19 FY 2019-2020 Bear Electrical $20,900 $25,000 30,000 $5,000 $80,900 $83,300 $85,800 Solutions FISCAL IMPACT There are adequate funds available in the FY 2017-18 Public Works Operating Budget to cover the costs of the first year of the contract services. Additional funds will be budgeted in future budgets to cover the future costs of traffic signal maintenance services. Exhibits: • Resolution • Agreement 2 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME AWARDING A TRAFFIC SIGNAL MAINTENANCE SERVICES CONTRACT TO BEAR ELECTRICAL SOLUTIONS (BES), AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT RESOLVED, by the CITY COUNCIL of City of Burlingame, California and this Council FINDS, ORDERS and DETERMINES AS FOLLOWS: 1. The public interest and convenience require execution of the agreement cited in the title above. 2. The City Manager is authorized to sign said agreement on behalf of the City of Burlingame. 3. The City Clerk is ordered to attest such signature. Mayor I, MEAGHAN HASSEL-SHEARER, City Clerk of the City of Burlingame, certify that the foregoing Resolution was introduced at a regular meeting of the City Council held on the 3rd day of July, 2017 and was adopted thereafter by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: City Clerk AGREEMENT TO PROVIDE TRAFFIC SIGNAL MAINTENANCE SERVICES TO THE CITY OF BURLINGAME THIS AGREEMENT is made and entered into in the City of Burlingame, County of San Mateo, State of California, by and between the City of Burlingame, a municipal corporation [hereinafter City], and Bear Electrical Solutions [hereinafter Contractor], as of the day of 2017. RECITALS (A) City wishes to establish a contractual relationship with Contractor to provide services and materials on an routine, and emergency on-call basis when needed by City; and (B) City has outlined the scope of services required for this agreement in Exhibit A, the costs for the routine maintenance in Exhibit B, and the on-call/emergency callout in Exhibit C; and (C) City has qualified Contractor for providing these services and materials as to insurance and other provisions as specified in this Agreement; and (D) Contractor represents that it is a qualified and competent supplier of the services and items to be purchased under this Agreement. IT IS AGREED AS FOLLOWS: 1. Scope of Services. The Contractor shall provide the following services: (A) As requested by the Public Works Department, provide annual, semi-annual, quarterly, and monthly inspections of the City of Burlingame's traffic signal system, consisting of 15 intersections, 7 flashing beacons/RRFB, as well as service and repair on a Time & Materials basis as needed, including emergency call out. (B) See Exhibits B and C for the cost of services and labor rates. 2. Time of Performance. The services of the Contractor are to be available upon the execution of this Agreement until June 30, 2020 with renewal options (commencing on July 15t of 2020) at the election of the City. 3. Request for Services. City will request services pursuant to this Agreement and the Contractor and the City shall execute a purchase order specifying the nature and cost of the services to be provided for that specific request. Contractor shall acknowledge receipt and acceptance of the requested materials and/or services by signing a copy of the purchase order and returning it to the City within ten (10) days unless directed to reply sooner. Page 1 of 8 4. Nonexclusivity. Nothing contained in this Agreement shall be construed or interpreted as giving the Contractor any exclusive right or priority to provide any or all of the services described in this Agreement, and the City shall remain free to use its own forces or any other person to provide some or all of those services as the City may in its sole discretion determine best meets the City's needs and wishes. 5. Compliance with Laws. The Contractor shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws. Contractor represents and warrants to City that it has all licenses, permits, qualifications and approvals of whatsoever nature, which are legally required for Contractor to practice its profession. Contractor represents and warrants to City that Contractor shall, at its sole cost and expense, keep in effect or obtain at all times during the tern of this Agreement any licenses, permits, and approvals which are legally required for Contractor to perform the services requested under this Agreement. If providing services in the City, Contractor shall maintain a City business license pursuant to the City Municipal Code. 6. Sole Responsibility. Contractor shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement. Cost of Services and Materials. Pricing for those services shall be in conformance with the price listing contained in Exhibit C attached hereto [or shall be specified in the purchase order and attachments to the purchase order for the specific services and materials requested by the City]. In no event shall purchases under this Agreement exceed a total of $Two Hundred Fifty Thousand, Fifty -Four Dollars and No/100 ($250,054.00) over a three-year period. 8. Information/Report Handline. All documents furnished to Contractor by the City and all reports and supportive data prepared by the Contractor under this Agreement are the City's property and shall be delivered to the City upon the completion of Contractor's services or at the City's written request. All reports, information, data, and exhibits prepared or assembled by Contractor in connection with the performance of its services pursuant to this Agreement are confidential until released by the City to the public, and the Contractor shall not make any of the documents or information available to any individual or organization not employed by the Contractor or the City without the written consent of the City before such release. 9. Availability of Records. Contractor shall maintain the records supporting this billing for not less than three (3) years following completion of the work under this Agreement. Contractor shall make these records available to authorized personnel of the City at the Contractor's offices during business hours upon written request of the City. 10. Project Managers. The designated Project Manager for the City is Andrew Wong who shall represent the City on all matters hereunder. 11. Notices. Any notice required to be given shall be deemed to be duly and properly given if mailed postage prepaid, and addressed to: Page 2 of 8 To City: Attn: Traffic Signal Maintenance Public Works - Engineering City of Burlingame 501 Primrose Road Burlingame, CA 94010 Tel: (650) 558-7230 To Contractor: Bear Electrical Solutions (BES) 1341 Archer Street P.O. Box 924 Alviso, CA 95002 Tel: (408) 449-5178 or personally delivered to Contractor to such address or such other address as Contractor designates in writing to City. 12. hidependent Contractor. It is understood that the Contractor, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the City. As an independent contractor, neither Contractor nor any of its officers or employees shall obtain any rights to retirement benefits or other benefits which accrue to City employee(s). With prior written consent, the Contractor may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. 13. Nondiscrimination. Contractor warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Contractor does not and shall not discriminate against persons employed or seeking employment with them on the basis of age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental disability, national origin, religion, or medical condition, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment & Housing Act. In performing services under this Agreement, Contractor shall not discriminate against any applicant or designer on the basis of age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental disability, national origin, religion, or medical condition. 14. Insurance. Contractor shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, Contractor's agents, representatives, employees or subcontractors. The cost of such insurance shall be included in the Contractor's pricing. See Exhibit D. A. Minimum Scope of Insurance Coverage shall be at least as broad as: Page 3 of 8 Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 12 04 covering CGL on an "occurrence" basis, including products -completed operations, personal & advertising injury, with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be $2,000,000. ii. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non - owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage. iii. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. iv. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. B. Deductibles and Self -Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. C. Other Insurance Provision The policies are to contain, or be endorsed to contain the following provisions: General Liability and Automobile Liability Coverages a. The City of Burlingame, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Contractor, products and completed operations of the Contractor, premises owned, occupied or used by the Contractor, or automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City of Burlingame, its officers, officials, employees, or volunteers. The endorsement providing this additional insured coverage shall be equal to or broader than ISO Form CG 20 10 11 85 and must cover joint negligence, completed operations, and the acts of subcontractors. Page 4 of 8 b. The Contractor's insurance coverage shall be primary insurance as respects the City of Burlingame, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Burlingame, its officers, officials, employees, or volunteers shall be excess of the Contractor's Insurance and shall not contribute with it. C. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City of Burlingame, its officers, officials, employees, or volunteers. d. The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. ii. Workers' Compensation and Employers Liability Coverage The insurer shall agree to waive all rights of subrogation against the City of Burlingame, its officers, officials, employees, or volunteers for losses arising from work performed by the Contractor for the City of Burlingame. iii. All Coverages Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either patty, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt required, has been given to the City of Burlingame. D. Acceptability of Insurers Insurance is to be placed with insurers with a Best's rating of no less than A -:VII and authorized to do business in the State of California. E. Verification of Coverage Upon execution of this Agreement, Contractor shall furnish the City with certificates of insurance and with original endorsements effecting coverage required by this clause. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf The certificates and endorsements are to be on forms approved by the City. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All Page 5 of 8 coverages for subcontractors shall be subject to all of the requirements stated herein. 15. Indemnification. The Contractor shall save, keep and hold harmless indemnify and defend the City its officers, agent, employees and volunteers from all damages, liabilities, penalties, costs, or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason of, or in the course of performing work which may be occasioned by a willful or negligent act or omissions of the Contractor, or any of the Contractor's officers, employees, or agents or any subcontractor. This provision shall not apply if the damage or injury is proximately caused by the gross or active negligence or willful misconduct of the City, its officers, agents, employees, or volunteers. 16. Prevailing Wages. Unless otherwise authorized in writing by the City, Contractor shall comply with Labor Code Sections 1774 and 1775. The current schedule of prevailing wage rates supplied by the State Department of Industrial Relations can be found at www.dir.ca.gov/OPRL/PWD/index.htm or by writing to the Department of Labor Relations. The City shall not supply copies of this schedule for posting on the job site unless specifically requested to do so by the Contractor. If the Contractor intends to use a craft or classification not shown on the general prevailing wage determinations, it may be required to pay the wage rate of the craft or classification most closely related to it as shown in the general determinations effective at the time of the purchase order. If the Contractor intends to use a craft or classification not shown, it shall notify the City at least five (5) working days before the execution of the purchase order. It is the Contractor's obligation to ensure that prevailing wages are paid on this project in conformance with State law and regulations. 17. Time of the Essence. Prompt delivery of the services and materials is essential to this Agreement. 18. Termination. Upon fifteen (15) calendar days written notice to Contractor, City may, with or without cause and without prejudice to any other right or remedy of City, terminate the Contract for City's convenience. In such case, Contractor will be paid for (1) work satisfactorily completed prior the effective date of such termination, (2) furnishing of labor, equipment, and materials in accordance with the Contract Documents in connection with uncompleted work, (3) reasonable expenses directly attributable to termination, and (4) fair and reasonable compensation for associated overhead and profit. No payment will be made on account of loss of anticipated profits or revenue or other economic loss arising out of or resulting from such termination. 19. Waivers. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision of the Agreement. 20. Modifications. No modification, waiver, termination, or amendment to this Agreement is effective unless made in writing signed by the City and the Contractor. 21. Severability. If any term of this Agreement is held invalid by a court of competent jurisdiction, the remainder of this Agreement shall remain in effect. 22. Entire Agreement. This Agreement sets forth the entire understanding between the parties. Page 7 of 8 IN WITNESS WHEREOF, the City and the Contractor have executed this Agreement on the date of Lisa K. Goldman, City Manager ATTEST: Meaghan Hassel -Shearer, City Clerk Robert Asuncion Print Name Signature Vice President, Bear Electrical Solutions Approved as to form: Kathleen Kane, City Attorney Page 8 of 8 The City of Burlingame PUBLIC WORKS DEPARTMENT CITY HALL - 501 PRIMROSE ROAD CORPORATION YARD TEL:(650)558-7230 FAX: (650)696.1598 May 22, 2017 REQUEST FOR PROPOSAL For Professional Maintenance Services for Annual Traffic Signal Maintenance The City of Burlingame is hereby requesting proposals for the services listed herein at the Office of the Director of Public Works, City of Burlingame, 501 Primrose Road, Burlingame, CA 94010. Proposals shall be submitted no later than 5:00 P.M. on June 13.2017. The City of Burlingame maintains 15 traffic signalized intersections, two flashing beacons, and five rectangular rapid flashing beacons (RRFB), within its limits. An additional 23 traffic signals are maintained by other entities or jurisdictions within Burlingame limits. Three signal interconnection systems currently runoff the 15 existing traffic signals. Two systems are located along California Drive and Broadway, while the third system is located on Bayshore Highway. In recent years, the City has contracted out the traffic signal maintenance and repair, while retaining the maintenance and repair of all streetlights for the City. The on-call traffic signal service contract work would include monthly, quarterly, half -yearly, annual maintenance work, emergency knock -down responses, and non -emergency repair work This contract is an annual contract and shall be renewable subsequent to both parties agreeing to its implementation. A. TRAFFIC SIGNALS Monthly Routine Maintenance Visual inspection of controllers for proper operation. Visual inspection of all vehicular and pedestrian signals for proper operation. Check and actuate each pedestrian push button for proper operation. Visual inspection of all illuminated street name signs for proper operation. Manually record inspection date and time in controller cabinet and send written confirmation of monthly inspections with recommendations to Burlingame by intersection. 3 -Month Routine Maintenance Visual inspection of roadway along loop detectors for exposed wires, cracks and potholes. Check detector amplifiers and tune as needed. Manually record inspection date and time in controller cabinets and send written confirmation of 3 -month inspections with recommendations to Burlingame by intersection. 6 -Month Routine Maintenance Check controller cabinet filter. ll Check ground rod clamp and wire. Check the presence of wire schematics and records in the cabinet. 11 Check the operation of the fan. Check the operation of the ground fault receptacle. Measure and record voltage at service inputs in cabinet. Check for bent or missing visors and backplates. Check integrity of splices. Check for wear and function of electromechanical controllers. Check and match the time setting with time sheets on electromechanical and solid state controllers. Manually record inspection date and time in controller cabinets and send written confirmation of 6 -month inspections with recommendations to Burlingame by intersection. Yearly Routine Maintenance Replace all incandescent signal lamps included within the area -specific change -out program. Check all LED signal lamps. Clean and polish all lens and reflectors. Vacuum and clean controller cabinets and contents. Replace of cabinet filter. Check waterproof gasket seals on controller cabinets. Check water accumulation and duct sealants. Lubricate hinges and locks on controller cabinets. Check all signal heads and align when necessary. Check indicator lamps. Check all connectors. Check detector extensions. Check load switches. Check relays. Manually record inspection date and time in controller cabinets and send written confirmation of yearly inspection with recommendations to Burlingame by intersection. On -Call Services Provide telephone service for the receiving of notification of inoperative traffic signals including those items requiring emergency repair and service during normal business hours; and, an answering service for the receiving of notification of inoperative traffic signals requiring emergency repairs and service all times other than during normal business hours. Provide service personnel available 24 hours per day to respond to traffic signal and controller emergency/trouble calls. Emergency signal service shall be on a time materials (T&M) basis with an overhead markup not to exceed 10%. Emergency calls must be responded to within 2 hours of receiving calls. Non -emergency calls must be responded to within five (5) working days. Provide non -emergency signal repair/replacement services shall be on a time & materials (T&M) basis with an overhead markup not to exceed 15%. Respond to Underground Service Alert (USA) calls and mark traffic signal utilities and wiring locations to USA standards within 48 hours of requests. 4 Respond to emergency USA requests as appropriate. 2. ADDITIONAL SCOPE OF SERVICES Any additional work, including labor and materials outside of normal maintenance that is not listed in the scope of services, shall be approved in advance by the City prior to beginning the work. Hourly rate per personnel and equipment shall be provided as a part of the proposal. 3. ATTACHMENTS Attachment A is the City Location Map of traffic signals to be maintained under this contract. Attachment B is a sample blank City Contract Agreement Form. 4. PROJECT SCHEDULE AND CONSULTANT SELECTION a. Schedule for Consultant Selection Issue Proposal ................................................ May 23, 2017 Proposals Due ................................................ June 13, 2017 Negotiate scope and contract ......................... June 2017 Contract Award ............................................. July 3, 2017 Implement Contract ....................................... July 5, 2017 b. Proposal Requirements The proposal should include the following components. The suggested maximum number of pages are also specified for each component. The proposal should be brief and concise. Cover letter (1 page). Organization chart (1 page). Graphics or exhibits (4 pages max.) - Optional. Statement of Qualifications (12 pages max.) - Provide a summary of firm's information, direct work experience, a list of four (4) references and resumes of key personnel. List of recent similar work (2 pages max). Completed Bid Schedule (1 page) - Schedule to show a dollar cost per month for furnishing labor, materials and equipment, pursuant to Section 1 (Scope Of Services) and Section 5 (Bid Schedule) for streetlight and signalized intersection maintenance service. Prevailing wage rates. DIR C. Proiect Management and Billings During the course of the contract and to support each and every invoice the contractor shall furnish monthly reports that shall include, but not be limited to, the following: A narrative progress report of specific accomplishments during the reporting period, problems encountered or anticipated, plans for resolution of problems, accomplishments scheduled for the next reported period, and results of any significant activities. A cost report for each task showing: (1) Current period and cumulative expenditures to date. (2) Estimated cost to complete and at completion. (3) Estimated date to complete. (4) Approved budget and approved contract amount. (5) A comparison of the estimated cost at completion with the approved budget to show any variance. Completed reports are to be submitted monthly, together with invoice submittal, unless directed otherwise by the City's project manager. The invoice shall be accompanied by a const breakdown showing specific person and classification being billed for the period by task. d. The contractor shall state his or her willingness to accept the terms and conditions in the Agreement for Professional Services attached. This is the City's standard agreement and the contractor shall list any items which cannot be met and the alternative working if necessary to ensure proper agreement terms. C. Insurance Requirements General Liability .............................. $2,000,000 Automotive Liability ........................ $1,000,000 Worker's Compensation Insurance per State Law Additional insurance requirements as specified in Section 14 of Attachment B. f. Selection Criteria Selection will be based on the following evaluation criteria listed below. Work program understanding. Experience in similar work. Ability to develop innovative solutions or implement advanced techniques. Past performance on quality of work and response time. Ability and commitment to meeting maintenance/repair schedules. Competitiveness of bid schedule submission. Four (4) bounded copies of the proposals are to be submitted to: Andrew Wong, Senior Engineer City of Burlingame 501 Primrose Road Burlingame, CA 94010 For questions and additional information about this RFP, contact me at (650) 558-7230. Since ely, AndrWong,VP Senior ngineer Enclosures: Attachments A and B cc: Syed Murtuza, Director of Public Works Art Morimoto, Assistant Director of Public Works El CITY OF BURLINGAME BID SCHEDULE FOR ANNUAL TRAFFIC SIGNAL MAINTENANCE PROGRAM Item Item No. Description Traffic Signals: T1) Monthly Routine Maintenance (per location) T2) 3 -Month Routine Maintenance (per location) T3) 6 -Month Routine Maintenance (per location) T4) Annual Routine Maintenance (per location) T5) Monthly Emergency Call -out Service T6) Monthly Meeting w/City Staff TOTAL AMOUNT Total Amount in Words: Estimated Unit per Quantity Period 22 each 22 each 22 each 22 each 1 L. S. 1 L. S. Unit Item Price Total * Estimated quantities are used for bidding purposes only. Actual quantities will be established after contractor selection. 5 t � 42s / EXHIBIT A N L r EXHIBIT B CITY OF BURLINGAME BID SCHEDULE FOR ANNUAL TRAFFIC SIGNAL MAINTENANCE PROGRAM Item Item No. Description Traffic Signals; T1) Monthly Routine Maintenance (per location) T2) 3 -Month Routine Maintenance (per location) T3) 6 -Month Routine Maintenance (per location) T4) Annual Routine Maintenance (per location) T5) Monthly Emergency Call -out Service T6) Monthly Meeting w/City Staff Estimated Unit per Unit Item Quantity Period Price Total 22 each $50.00 $1,100.00 22 each $50.00 $1,100.00 22 each $50.00 $1,100.00 22 each $50.00 $1,100.00 1 L. S. $25,000.00 $25,000.00 1 L. S. $5,000.00 $5,000.00 TOTAL AMOUNT $ 34,400.00 Total Amount In Words; Thirty Four Thousand and Four Hundred Dollars and No Cents * Estimated quantities are used for bidding purposes only. Actual quantities will be established after contractor selection. 5 ExtraordinaryWork- Bucket Truck and HR $ 150,00 Electrician Crane and Electrician Pole Knockdown HR $ 250.00 Service Second Electrician for Knockdown HR $ 150.00 Service Overtime Description Extraordinary Work - Bucket Truck and HR $ 250.00 Electrician Crane and Electrician Pole Knock Down HR $ 450.00 Service Second Electrician for Knockdown HR $ 250.00 Service Misc Items Description Units Unit Price Material LOT Cost Plus 15% Licensed Traffic Engineer -Signal Timing HR $ 125.00 & Consulting d STAFF REPORT AGENDA NO: 8h a MEETING DATE: July 3, 2017 To: Honorable Mayor and City Council Date: July 3, 2017 From: Syed Murtuza, Director of Public Works — (650) 558-7230 Subject: Adoption of a Resolution Approving a Professional Services Agreement with SCS Engineers for Engineering and Regulatory Compliance Services Related to the Closed Burlinqame Landfill RECOMMENDATION Staff recommends that the City Council adopt the attached resolution approving a professional services agreement with SCS Engineers for a three-year term period in the amount of $354,600, and authorizing the City Manager to execute the same. The closed Burlingame Landfill comprises approximately 50 acres of land and is part of a larger 91 -acre tract owned by the City. The Landfill was closed over the period from 1995 through 1999. Closure construction activities included final grading and placement of a low -permeability soil cover and drainage systems, and installation of a landfill gas (LFG) collection and control system (GCCS). The Landfill currently houses multiple amenities including a golf driving range, clubhouse/restaurant, soccer field, baseball field, dog run, pedestrian pathways, and an asphalt parking lot. Other facilities outside of the closed landfill on the City's 91 -acre tract include the City's Bayside Park and Wastewater Treatment Facility (see the attached Site Plan for location of the landfill site) The GCCS consists of 18 vertical extraction wells, 13 horizontal collectors, nine perimeter migration monitoring probes, 12 condensate drain traps, nine building methane gas sensors (installed at the City recreational facility buildings), two passive migration vents, one flare, and appurtenant electrical panels and controls. A carbon canister is used as back-up for LFG treatment if needed during flare down-time for scheduled or non-scheduled maintenance. The City is also responsible for calibration and testing of an automated methane gas detector system installed at the adjacent Crowne Plaza Hotel, which consists of six sensors. The water quality monitoring system consists of eight monitoring wells completed into the upper sand unit around the site; two wells completed into the waste unit; one leachate line manhole sampling point; and two surface water sampling points. Water quality monitoring points are sampled and analyzed either semi-annually, or annually. Water level elevations are measured at selected points semi-annually. 1 Approval of Professional Services Agreement with SCS Engineers for July 3, 2017 Engineering and Regulatory Compliance Services for the Closed Burlingame Landfill DISCUSSION The closed Burlingame landfill is regulated by the California Department of Resources, Recycling and Recovery (CalRecycie), San Mateo County Environmental Health Department, and the State Water Resources Control Board/San Francisco Regional Water Quality Control Board. To satisfy regulatory requirements, landfill gas and ground water quality monitoring, testing and reporting has been conducted since the landfill closure under separate annual contracts. Staff issued a 'Request for Proposals' to obtain professional engineering services to provide for all gas and groundwater regulatory compliance needs for up to a three-year term period. One proposal was received from SCS Engineers. SCS Engineers has been involved in Landfill GCCS monitoring and reporting at the closed Burlingame landfill for over 15 years and has a high degree of understanding of the overall requirements, a well-defined scope of work, and provided successful landfill compliance services statewide. Staff has negotiated the scope of engineering services with SCS Engineers in the amount of $354,600, which includes annual allowances for non -routine activities that may arise, as well as cost escalation of 2.4% annually. The following are the key elements of the scope of services: • Task 1 — Routine Monthly/Quarterly LFG System O&M/Reporting. • Task 2 — Bay Area Air Quality Management District (BAAQMD) Rule 8-34 and Landfill Methane Rule (LMR) Annual Compliance Reporting. • Task 3 — Non -Routine Investigations, Testing, and Repair/Emergency Support Services. • Task 4 — Non -Routine Engineering and Permit Support Services. • Task 5 — Combustible Gas Detection System Calibration, Crowne Plaza Hotel. • Task 6 — California Air Resources Board (CARB) AB 32 Methane Emissions Monitoring. • Task 7 — BAAQMD LMR Flare Destruction Efficiency Testing (Source Test). • Task 8 — Water Quality Monitoring, Sampling and Analysis. • Task 9 — Semi -Annual Compliance Reporting to RWQCB San Francisco Region. FISCAL IMPACT There are adequate funds available in the FY 2017-18 Landfill Enterprise Fund budget to complete the work under this contract. Funding for future years services will be programmed as part of the future budgets. Exhibits: • Resolution • Construction Contract Agreement • Site Plan 2 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH SCS ENGINEERS FOR ENGINEERING AND REGULATORY COMPLIANCE SERVICES RELATED TO THE CLOSED BURLINGAME LANDFILL AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT RESOLVED, by the CITY COUNCIL of the City of Burlingame, California and this Council FINDS, ORDERS and DETERMINES AS FOLLOWS: 1. The public interest and convenience require execution of the agreement cited in the title above. 2. The City Manager is authorized to sign said agreement on behalf of the City of Burlingame. 3. The City Clerk is instructed to attest such signature. Mayor I, Meaghan Hassel Shearer, City Clerk of the City of Burlingame, certify that the foregoing Resolution was introduced at a regular meeting of the City Council held on the 3RD day of July 2017 and was adopted thereafter by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: City Clerk AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES WITH SCS ENGINEERS FOR REGULATORY COMPLIANCE SERVICES BURLINGAME LANDFILL FISCAL YEARS 2017-2018, 2018-2019 & 2019-2020 THIS AGREEMENT is entered into this day of 2017, by and between the City of Burlingame, State of California, herein called the "City", and SCS ENGINEERS engaged in providing PROFESSIONAL ENGINEERING services herein called the "Consultant'. RECITALS A. The City is considering undertaking activities for the operation, monitoring, maintenance, engineering, and regulatory compliance support for the landfill gas (LFG) collection, flaring, and water quality monitoring at the Burlingame Landfill. B. The City desires to engage a professional engineering consultant to provide survey and engineering services because of Consultanfs experience and qualifications to perform the desired work, described in Exhibit A. C. The Consultant represents and affirms that it is qualified and willing to perform the desired work pursuant to this Agreement. AGREEMENTS NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: Scope of Services. The Consultant shall provide all services as set forth in Exhibit A of this agreement. 2. Time of Performance. The services of the Consultant are to commence upon the execution of this Agreement with completion of all work by June 30, 2020. 3. Compliance with Laws. The Consultant shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws. Consultant represents and warrants to City that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, and approvals which Page 1 of 8 are legally required for Consultant to practice its profession. Consultant shall maintain a City of Burlingame business license. Sole Responsibility. Consultant shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement. 5. Information/Report Handling. All documents furnished to Consultant by the City and all reports and supportive data prepared by the Consultant under this Agreement are the City's property and shall be delivered to the City upon the completion of Consultant's services or at the City's written request. All reports, information, data, and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential until released by the City to the public, and the Consultant shall not make any of these documents or information available to any individual or organization not employed by the Consultant or the City without the written consent of the City before such release. The City acknowledges that the reports to be prepared by the Consultant pursuant to this Agreement are for the purpose of evaluating a defined project, and City's use of the information contained in the reports prepared by the Consultant in connection with other projects shall be solely at City's risk, unless Consultant expressly consents to such use in writing. City further agrees that it will not appropriate any methodology or technique of Consultant which is and has been confirmed in writing by Consultant to be a trade secret of Consultant. 6. Compensation. Compensation for Consultant's professional services shall not exceed $354,600, with the annual maximum compensation outlined for each year in Exhibit A; and payment shall be based upon City approval of each task. Billing shall include current period and cumulative expenditures to date and shall be accompanied by a detailed explanation of the work performed by whom at what rate and on what date. Also, plans, specifications, documents or other pertinent materials shall be submitted for City review, even if only in partial or draft form. 7. Availability of Records. Consultant shall maintain the records supporting this billing for not less than three (3) years following completion of the work under this Agreement. Consultant shall make these records available to authorized personnel of the City at the Consultant's offices during business hours upon written request of the City. B. Project Manager. The Project Manager for the Consultant for the work under this Agreement shall be Joseph J. Miller, Vice President. Page 2 of B 9. Assignability and Subcontracting. The services to be performed under this Agreement are unique and personal to the Consultant. No portion of these services shall be assigned or subcontracted without the written consent of the City. 10. Notices. Any notice required to be given shall be deemed to be duly and properly given if mailed postage prepaid, and addressed to: To City: Art Morimoto Assistant Public Works Director City of Burlingame 501 Primrose Road Burlingame, CA 94010 To Consultant: Joseph J. Miller, P.E. Vice President SCS Engineers 6601 Koll Center Parkway, Suite 135 Pleasanton, CA 94566 or personally delivered to Consultant to such address or such other address as Consultant designates in writing to City. 11. Independent Contractor. It is understood that the Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the City. As an independent contractor he/she shall not obtain any rights to retirement benefits or other benefits which accrue to City employee(s). With prior written consent, the Consultant may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. Consultant agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. Consultant shall be compensated for its costs and expenses in preparing for, traveling to, and testifying in such matters at its then current hourly rates of compensation, unless such litigation is brought by Consultant or is based on allegations of Consultant's negligent performance or wrongdoing. Page 3 of 8 12. Conflict of Interest. Consultant understands that its professional responsibilities is solely to the City. The Consultant has and shall not obtain any holding or interest within the City of Burlingame. Consultant has no business holdings or agreements with any individual member of the Staff or management of the City or its representatives nor shall it enter into any such holdings or agreements. In addition, Consultant warrants that it does not presently and shall not acquire any direct or indirect interest adverse to those of the City in the subject of this Agreement, and it shall immediately disassociate itself from such an interest should it discover it has done so and shall, at the City's sole discretion, divest itself of such interest. Consultant shall not knowingly and shall take reasonable steps to ensure that it does not employ a person having such an interest in this performance of this Agreement. If after employment of a person, Consultant discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consultant shall promptly notify City of this employment relationship, and shall, at the City's sole discretion, sever any such employment relationship. 13. Equal Employment Opportunity. Consultant warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate against persons employed or seeking employment with them on the basis of age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental disability, national origin, religion, or medical condition, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment & Housing Act. 14. Insurance. A. Minimum Scope of Insurance: i. Consultant agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring him/her and his/her firm to an amount not less than: One million dollars ($1,000,000) combined single limit per occurrence and two million dollars ($2,000,000) aggregate for bodily injury, personal injury and property damage in a form at least as broad as ISO Occurrence Form CG 0001. R. Consultant agrees to have and maintain for the duration of the contract, an Automobile Liability insurance policy ensuring him/her Page 4 of 8 and his/her staff to an amount not less than one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage. iii. Consultant agrees to have and maintain, for the duration of the contract, professional liability insurance in amounts not less than two million dollars ($2,000,000) each claim/aggregate sufficient to insure Consultant for professional errors or omissions in the performance of the particular scope of work under this agreement. iv. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers, or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. B. General and Automobile Liability Policies: I. The City, its officers, officials, employees and volunteers are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of Consultant, premises owned or used by the Consultant. The endorsement providing this additional insured coverage shall be equal to or broader than ISO Form CG 20 10 11 85 and must cover joint negligence, completed operations, and the acts of subcontractors. This requirement does not apply to the professional liability insurance required for professional errors and omissions. ii. The Consultant's insurance coverage shall be endorsed to be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self -insurances maintained by the City, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. Page 5 of 8 iii. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, employees or volunteers. IV. The Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability. C. In addition to these policies, Consultant shall have and maintain Workers' Compensation insurance as required by California law. Further, Consultant shall ensure that all subcontractors employed by Consultant provide the required Workers' Compensation insurance for their respective employees. D. All Coverages: Each insurance policy required in this item shall be endorsed to state that coverage shall not be canceled except after thirty (30) days' prior written notice by mail, has been given to the City (10 days for non- payment of premium). Current certification of such insurance shall be kept on file at all times during the term of this agreement with the City Clerk. E. Acceptability of Insurers: Insurance is to be placed with insurers with a Best's rating of no less than A -:VII and authorized to do business in the State of California. F. Verification of Coverage: Upon execution of this Agreement, Contractor shall furnish the City with certificates of insurance and with original endorsements effecting coverage required by this clause. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on forms approved by the City. All certificates and endorsements are to be received and approved by the City before any work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 15. Indemnification. To the fullest extent permitted by law, (including without limitation, California Civil Code sections 2782 and 2782.6), Consultant shall save, keep and hold harmless indemnify and defend the City, its officers, employees, authorized agents and volunteers from all damages, liabilities, penalties, costs, or expenses in law or equity, including but not limited to attorneys' fees, that may at any time arise, result from, relate to, or be set up because of damages to property or personal injury received by reason of, or in the course of performing work which Page 6 of 8 arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Consultant, or any of the Consultant's officers, employees, or agents or any subconsultant. This provision shall not apply if the damage or injury is caused by the sole negligence, active negligence, or willful misconduct of the City, its officers, agents, employees, or volunteers. 16. Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement. 17. Governing Law. This Agreement, regardless of where executed, shall be governed by and construed under the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior Court of the County of San Mateo. 18. Termination of Agreement. The City and the Consultant shall have the right to terminate this agreement with or without cause by giving not less than fifteen (15) days written notice of termination. In the event of termination, the Consultant shall deliver to the City all plans, files, documents, reports, performed to date by the Consultant. In the event of such termination, City shall pay Consultant an amount that bears the same ratio to the maximum contract price as the work delivered to the City bears to completed services contemplated under this Agreement, unless such termination is made for cause, in which event, compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination. 19. Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the City and the Consultant. 20. Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, as well as costs not to exceed $7,500 in total. 21. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the Agreement between the City and Consultant. No terms, conditions, understandings or agreements purporting to modify or vary this Page 7 of 8 Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party. IN WITNESS WHEREOF, the City and Consultant have executed this Agreement as of the date indicated on page one (1). City of Burlingame By Lisa. K. Goldman City Manager Approved as to form: City Attorney — Kathleen Kane ATTEST: City Clerk — Meaghan Hassel -Shearer "Consultant" CS ngineers Print Name: Title: Vlce 10rei-i,WcAJ Page 8 of 8 EXHIBIT A EXHIBIT A - SCOPE OF WORK OPERATION, MONITORING MAINTENANCE, ENGINEERING AND REGULATORY COMPLIANCE SERVICES, BURLINGAME LANDFILL, CITY OF BURLINGAME, CALIFORNIA SCOPE OF SERVICES INTRODUCTION SCS Engineers (SCS) will provide operation, monitoring, maintenance (0&M), engineering, and regulatory compliance support services for the landfill gas (LFG) collection, flare, and monitoring systems at the Burlingame Landfill, Bayside Park, and adjacent Crowne Plaza Hotel. In addition, SCS will provide water quality monitoring, sampling, analysis and reporting as required by the San Francisco Regional Water Quality Control Board (RWQCB). Work will be approved during each of three successive years, for a contract of up to three years (contract term effective July 1, 2017, through June 30, 2020), and includes the followingtasks: • Task 1 - Routine Monthly/Quarterly LFG System 0&M/Reporting. • Task 2 - Bay Area Air Quality Management District (BAAQMD) Rule 8-34 and Landfill Methane Rule (LMR) Annual Compliance Reporting. • Task 3 - Non -Routine Investigations, Testing, and Repair/Emergency Support Services. • Task 4 - Non -Routine Engineering and Permit Support Services. • Task 5 - Combustible Gas Detection System Calibration, Crowne Plaza Hotel. • Task 6 - California Air Resources Board (CARB) AB 32 Methane Emissions Monitoring. • Task 7 - BAAQMD LMR Flare Destruction Efficiency Testing (Source Test). • Task 8 - Water Quality Monitoring, Sampling and Analysis. • Task 9 - Semi -Annual Compliance Reporting to RWQCB San Francisco Region. SCOPE OF WORK Task 1 - Routine Weekly/Monthly/Quarterly LFG System O&M and Reporting SCS will implement the following weekly/monthly/quarterly operation, monitoring and reporting program. Operation and monitoring will be accomplished via the following: EXHIBIT A Exhibit A Operation/Monitoring Weekly In order to maintain compliance with the revised permit to allow less -than -continuous collection/flare system operation, once each week, the Blower/Flare Station (BFS) will be monitored. Data will be collected, recorded and stored in the SCSeTools® Data Management System for the following: • Date, time, and monitoring personnel. • Meteorological conditions (i.e. wind velocity, barometric pressure, ambient temperature, weather conditions, etc.). • Extraction blower operating inlet/outlet temperatures and pressures. • Methane, oxygen, carbon dioxide, and balance gas concentrations at flare inlet. • Flare exit gas temperature. • LFG flow rate to flare. • Flare combustion louver and flow control valve positions. • Flow meter readingto carbon vent systems. • Flare operational hours and cumulative total from the previous week will be obtained from the plant operations staff as required for submission to the BAAQMD in the annual report. Monthly • Once each month, the LFG extraction wells, two passive methane riser vents and BFS total flow will be monitored and adjusted as required to help control LFG migration, surface emissions, odors and to help meet specific site permit and regulatory agency requirements and conditions. In addition to the parameters below, SCS will document testing protocols and instrumentation calibration. Each extraction well will be tested, data collected, recorded and stored in the SCSeTools® Data Management System for the following: o Date, time, and monitoring personnel. o LFG temperature (where applicable). o Wellhead vacuum. o LFG flow (where applicable). o Methane, oxygen, carbon dioxide, and balance gas concentrations. • Once each month, the operation of LFG control system blowers, flame arresters, flares (including burner heads), well field, and strip chart recorders will be observed and checked for the following: o Proper operation. o Accessibility. o Vandalism. o Malfunctions. o Leaks. • Once each month, SCS will perform landfill surface and side slope integrity inspections and record observations as required by the BAAQMD. June 2017 EXHIBIT A Quarterly • Once each quarter, on-site perimeter gas probes and passive vents will be tested in accordance with Title 27 of the California Code of Regulations (CCR). In addition to the parameters below, SCS will document testing protocols and instrumentation calibration. Data will be collected, recorded, and stored in the SCSeTools® Data Management System for the following: o Date, time, and monitoring personnel. o Meteorological conditions (i.e., wind velocity, barometric pressure, ambient temperature, weather conditions, etc.). o Relative pressure. o Methane, oxygen, carbon dioxide, and balance gas concentrations. • Once each quarter, the on-site structures located in the Baseball Park area will be tested in accordance with 27 CCR requirements. In addition to the parameters below, SCS will document testing protocols and instrumentation calibration. Data will be collected, recorded, and stored in the SCSeTools® Data Management System for the following: o Date, time, and monitoring personnel. o Meteorological conditions (i.e., wind velocity, barometric pressure, ambient temperature, weather conditions, etc.). o Methane, oxygen, carbon dioxide, and balance gas concentrations. • Once each quarter, calibrate and adjust the nine (9) SafeTNet Type 100 (or equivalent) methane gas building sensors in accordance with the manufacturers' specifications. These sensors are located in the Golf Center clubhouse and baseball diamond scorekeeper's booth. In addition, to verify building interior compliance, our technician will carry a hand-held gas -detection meter during sensor calibration. Combustible gas readings will be recorded during the course of the sensor calibration activities. • Once each quarter, perform BFS, extraction well, control valve and vault emissions leak testing as required by AQMD Rule 8-34. Data will be recorded and submitted with our monthly reports and summarized in the Task 2 Annual Reportto the BAAQMD. Additionally, in accordance with the LMR, the maximum allowable limit is now 500 parts per million by volume (ppmv). • Once each quarter, the BFS back-up carbon canister vent system will be tested for volatile organic compound (VOC) breakthrough utilizing a photo ionization detector (PID) as required in the BAAQMD Permit to Operate. Reporting • Once each month, SCS will prepare a detailed 0&M report for the City containing the data collected, equipment calibration logs, recommendations and a summary of activities performed on the project during the reporting period. Maintenance repairs and/or system modifications will be recommended as required. If required by the City, SCS will also send a copy of this report to the Burlingame Wastewater Treatment Plant Facility. • Once each quarter, SCS will prepare a detailed report for the City and regulatory agencies (San Mateo County Department of Environmental Health - Enforcement Agency, or EA), containing perimeter probe and building gas sensor calibration data, equipment calibrations logs and a summary of activities performed on the project during the June 2017 3 EXHIBIT A reporting quarter. If required by the City, SCS will also send a copy of this report to the Burlingame Wastewater Treatment Plant Facility. Task 2 - BAAQMD Rule 8-34 and LMR Annual Compliance Reporting Annual Rule B-34 Report SCS will prepare the annual monitoring report as required under Section 411 of BAAQMD Rule 8-34. The report will be developed in the format prescribed by the AQMD, and will summarize LFG system operating performance and maintenance records for the reporting period (based on data collected by SCS and/or provided by the City). A draft version of the report will be prepared and submitted to the City for review prior to final submittal to the AQMD. The Annual Report is due on December 31 of each year. The Annual Report will contain the following required information: • Operating Records Required by Rule 34, Section 501. o All LFG collection system downtime, including individual well shutdown times, length of time for shutdown, and the reason for the shutdown. All periods greater than five (5) days when the collection system was not operating will be documented. o All LFG control system downtime, length of time for shutdown, and the reason for the shutdown. Description and duration of all periods when the control device was not operating for greater than one (1) hour and the length of time that the device was not operating. o Continuous temperature records (chart recorder information) for flare with a listing of the dates/times when flare temperature went below limit allowed in the Permit to Operate (PTO) and any times when temperature gauge was off-line or not operational. o Monthly LFG flow rate readings. o Records of Task 1 quarterly LFG system component leak testing, including monitoring dates, leak concentration if in excess of 500 ppmv, location of leak, date of discovery, the action taken to repair the leak, date of repair, date of any required re - monitoring, and the re -monitored concentration in ppmv. o An estimate of the amount of waste in place at the Burlingame Landfill (based on historic data). o Continuous gas flow rate records chart recorder information) with a listing of the dates/times when flow rate went above limit allowed in the PTO and any times when the flow meter was off-line or not operational. o For monthly wellhead monitoring (temperature, vacuum, and oxygen or nitrogen content), records of all monitoring dates and any excesses of the limits stated in Section 8-34-305 and below (or alternative limits approved in Design Plan), including well identification number, the measured excess, the action taken to repair the excess, and the date of repair, date of any required re -monitoring, and the re - monitored value. o Monthly recording of gauge pressure at all wellheads (all wells must operate under negative pressure conditions). • Calibration information for monitoring equipment used for the various monitoring activities listed above (e.g., FID, GEM -5000 unit, flow meter, temperature gauge, etc.). June 2017 EXHIBIT A • If applicable, description and duration of all periods when the gas stream was diverted from the control device through a bypass line. • Data upon which the spacing of well and equipment sizing were based. We will utilize information previously provided regarding original LFG system design criteria. • LFG generation rate estimates. • If applicable, provisions for increasing LFG extraction capacity as gas generation increases (not anticipated for the closed Burlingame Landfill). • The provisions for the control of LFG migration (i.e., low -permeability cut-off trenches, deep gas extraction wells, and horizontal collectors at Bayside Park). We propose that the Annual Report will be prepared for the period December through November of each year. This is consistent with past reporting periods to the AQMD. Annual AB 32 Report An annual report summarizing AB 32 monitoring results will be prepared per agency requirements. The annual report will be suitable for submittal to the CARB and AQMD. The Annual Report will include the following information as required: • General site information. • Total volume of LFG collected (reported in standard cubic feet [scf]). • Average composition of LFG collected over the reporting period (reported in percent methane and percent carbon dioxide by volume). • Gas control device type, installation, rating, fuel type, and total LFG combusted in each control device. • Date GCCS installed. • Percent methane destruction efficiency. • Volume and composition of gas shipped off site. • Type and amount of supplemental fuels burned with the LFG. • Recent topographic map. • All required monitoring data. SCS will compile the required data (see list, above) into a report in a format suitable for submittal to the GARB Executive Officer. SCS will provide a draft of the report to the City for review. This scope included one round of review and revision. After incorporating the City's comments, SCS will finalize for submittal. The annual reporting deadline for the AB 32 LMR is March 15 of each year. SCS will begin work on this task in January (upon authorization from the City), and make every effort to allow ample time to resolve any final issues that may be identified prior to the March 15 submittal deadline. The Annual LMR Report will be prepared for the period of January 1 through December 31 of each calendar year. June EXHIBIT A Task 3 - Non -Routine Investigations, Testing, and Repair/Emergency Support Services Non -routine scheduled maintenance consists of corrective repair or maintenance work identified during routine visits. This work consists of, but is not limited to, items such as repair of broken valves, replacement of torn flex hoses, repair of lateral pipelines, etc. This work is essential for proper system operation; however, it is considered the type of work that can be scheduled to allow for procurement of materials, equipment, scheduling of personnel, etc. Non -routine scheduled maintenance will only be performed subsequent to notification to and authorization from the City. Non -routine unscheduled emergency services include events that could require immediate response; these could include, but will not be limited to: • Call -out by the BFS automatic dialing system. • Clubhouse/scorekeeper building methane gas detection system alarm condition. • Repair of main pipeline breaks (resulting in no gas flow to the BFS). • Odorcomplaints. • Loss of flare ignition. • Surging vacuum in LFG collection system components. • Call -out related to testing or operation of the combustible gas monitoring system at the Crowne Plaza hotel (exclusive of scheduled calibration events). • Confirmatory or follow-up LFG monitoring and sampling in response to regulatory requirements. Repairs to LFG monitoring well probes, sample ports, or vault boxes. • Follow-up testing in the event AB 32 surface emission or pressurized component pipe component monitoring results exceed regulatory thresholds. Response to the urgent nature of these items is such that they cannot be scheduled; SCS staff would respond to these conditions, as needed, 24 hours per day, 7 days per week. Non -routine unscheduled emergency services will only be performed on a time -and -materials basis subsequent to notification to and authorization from the City. Task 4 — Non -Routine Engineering and Permit Support Services SCS will provide engineering and regulatory/permit support services on an as -needed basis when requested by the City. Our services may include the following: • Consultation regarding landfill post -closure monitoring/maintenance and LFG system regulatory and permit requirements. SCS will assist the City in planningfor anticipated changes in future regulations affecting post -closure monitoring and financial assurance. • As -needed follow-up to regulatory inquiries, inspections or compliance orders. • Attendance at meetings with representatives of the City, Crowne Plaza Hotel, and/or regulatory agencies. • Preparation of correspondence, reports, or work plans for submittal to regulatory agencies. • Consultation regarding LFG control or monitoring system upgrades. June EXHIBIT A • Investigation or research in support of proposed regulatory compliance actions. • Other services as requested by the City. • Negotiations with the AQMD on permit conditions for LFG system operation. Non -routine engineering and permitting services will only be performed when requested and authorized by the City, with a specific scope, budget, and schedule agreed to in advance. Task 5 - Automated Combustible Gas Monitoring System Calibration, Crowne Plaza Hotel and Burlingame Recreational Center The City and Airport Boulevard LLC (Crowne Plaza Hotel) jointly installed an automated combustible gas detection system in the basement area of the hotel. There are also nine (9) sensors in the Golf Center clubhouse and other buildings at the Burlingame Recreational Center. Once each quarter, SCS will calibrate and adjust the six (6) General Monitors combustible gas building sensors at the Crowne Plaza Hotel in accordance with the manufacturer's specifications. These sensors are located in the hotel basement area and elevator pit. We will coordinate with Crowne Plaza engineering/maintenance personnel to arrange for calibration events. We will also test and calibrate sensors at the Recreational Facility. Our technician will carry a hand-held gas -detecting meter during sensor calibration. Combustible gas readings will be recorded during the course of the sensor calibration activities. A report of calibration activities will be prepared, for submittal to the County Environmental Health Department. Task 6 - LMR Methane Emissions Monitoring Surface Emissions Monitoring Integrated SEM will be performed in accordance with LMR requirements. In accordance with the Rule, and based on results for 2016-17, SCS understands monitoring frequency will remain annually. SCS will perform integrated monitoring over the landfill surface area in the required 50,000 -square - foot grid patterns. Monitoring will be performed a minimum of 72 hours after the latest rainfall and shall be performed when the average wind speed is less than 5 miles per hour and the instantaneous wind speed remains under 10 miles per hour (unless an alternative for wind speed is accepted by CARB). A portable wind station with recording capabilities will be set up prior to monitoring to verify meteorological conditions are maintained. Integrated monitoring will be performed concurrently with the instantaneous monitoring and will be performed on paths of approximately 100 feet apart over the landfill surface within the prescribed 50,000 square foot grid pattern. Monitoring will be performed with the detector inlet held within 3 inches above the ground surface. Grid locations exceeding 25 ppmv observed during integrated testing will be recorded and marked on the surface grid monitoring plan map, which shall be submitted to the City. Any locations exceeding 200 ppmv will be recorded. In addition, any locations exceedingthe 500 ppmv limit will be recorded and stake -marked. These locations can then be Global Position Systems (GPS) located/recorded and documented into an electronic format drawing for landfill surface or LFG system repairs. During these activities, the landfill cover/surface will be visually inspected for integrity, breaches, or erosion. Pressurized Pipe and Component Leak Monitoring Gas control system component leak monitoring will be performed in accordance with LMR regulatory requirements. (Quarterly monitoringfor the positive pressure will be performed during the AQMD component testing events described above.) SCS will perform LFG pressurized pipe and component leak monitoring at the flare station. Monitoring will be performed with the detector inlet held 1/2 June 2017 EXHIBIT A inch from pressurized pipe and associated components. Any locations where methane readings exceed LMR thresholds will be recorded, tagged and the City will be notified. Note that, in accordance with the LMR, monitoring at the Burlingame Landfill may be performed on an annual basis on 100 -foot parallel pathways. However, If any exceedance(s) are detected during the annual monitoring event and cannot be remediated or repaired within 10 calendar days, a return to quarterly SEM monitoring on a 25 -foot spacing will be required. In addition, any exceedance(s) detected during compliance Inspections will result in a return to quarterly monitoring of the landfill. Follow -Up Exceedance Monitoring Per LMR requirements, follow-up surface emissions, pressurized pipe and component leak monitoring is required if results of quarterly testing exceed the thresholds specified above. SCS will perform fallow -up exceedance monitoring if required. Note that we have not included a budget for this work as it is considered outside of our baseline services. SCS can perform this work under Task 3 (Non -Routine Investigations, Testing, and Repair/Emergency Support Services). SCS will not proceed without a specified budget approved in advance by the City. Our scope provided below is for the City's consideration, if these services are needed. Surface Emissions Monitoring Within 10 calendar days from an initial instantaneous 500 ppmv or integrated 25 ppmv exceedance, SCS will mobilize to the site (following remediation or repairs) and perform re -monitoring in accordance with monitoring procedures described above. If re -monitoring results indicate no exceedance then no further follow up monitoring is required. If the re -monitoring results indicate a second exceedance within 10 calendar days, SCS will mobilize to the site (following remediation or repairs) and perform re -monitoring in accordance with monitoring procedures described above. If re -monitoring results indicate no exceedance then no furtherfollow up monitoring is required. If the re -monitoring results indicate a third exceedance the City must install a new or replacement LFG extraction well as determined to achieve compliance within 120 calendar days from the third exceedance. SCS will mobilize to the site (following new or replacement well installation) and perform re -monitoring in accordance with monitoring procedures described above. If re -monitoring results Indicate no exceedance then no furtherfollow up monitoring is required. Pressurized Pipe and Component Leak Monitoring Within 10 calendar days from an initial pressurized pipe or component 500 ppmv exceedance, SCS will mobilize to the site (following remediation or repairs) and perform re -monitoring in accordance with monitoring procedures described above to verify repairs were successful. SEM Reporting A report summarizingthe results of LMR monitoring activities will be provided to the City within 30 days of the surface emissions testing event. A draft report and documents will be delivered to the Cityfor review. Final deliverables will incorporate City comments and be prepared in a format that could be submitted to regulatory agencies. Task 7 — LMR Methane Destruction Efficiency Testing LMR Flare Destruction Efficiency Testing (source test) is required every three years. The next flare source test event must be scheduled to be completed in 2019 prior to December 31. Under this task, SCS will conduct the methane destruction efficiency testing in accordance with the requirements of the LMR as administered by the BAAQMD as follows: June 2017 8 EXHIBIT A • A man lift or equivalent will be utilized to access the sampling ports. • Three test runs will be performed for oxygen and methane (02 and CHa) using EPA Methods 3 and 18 at the flare inlet and exhaust simultaneously. Destruction efficiency for CHa will be calculated using the inlet and outlet CHa concentration and volumetric flow rate data • Volumetric flow rate will be measured at the outlet of the flare using EPA Method 19. • A single gas sample will be taken at each flare inlet for compliance with fuel gas analysis which includes Btu/ft3, HHV, C1- C6+ hydrocarbons, 02, CO2, N2 by ASTM D 1945/3588. • Three copies of the technical compliance report will be submitted within approximately four weeks of testing. The report will present a test narrative, emission concentrations, emission rates and destruction efficiencyfor all relevant sampling parameters. Prior to submittal of the test report to BAAQMD, SCS will perform a review of the report and test results for accuracy and will note any potential compliance issues. (Note that this testing does not require notification to the AQMD prior to the testing being performed.) Task 8 - Water Quality Monitoring, Sampling and Analysis SCS shall complete the following water quality monitoring activities in accordance with the Waste Discharge Requirements (WDRs) Order Number R2-2007-0036, dated May 9, 2007: • Semi-annually (February and August), record the fluid elevations in eight (8) "US" monitoring wells (US -1A, US -2A US -3A, US -5, US -6, US -7, US -8 and US -9); two (2) "GR" refuse/leachate monitoring wells (GR -3 and GR -4); and the leachate line manhole (GR -8). Fluid elevations will be measured from the surveyed reference point at each well. All water elevations will be measured to +/- 0.01 feet and shall be measured within a time window of two hours so as to minimize effects of tidal changes. • Semi-annually, collected water samples from the eight (8) "US" wells using a portable sampling pump, such as a bladder pump. Samples will be collected using a "low -flow" sampling procedure, measuring the field parameters temperature, pH, electrical conductivity (EC), dissolved oxygen (DO), oxidation/reduction potential (ORP), and turbidity during well purging. Purging will continue until field parameters are stabilized. Samples will then be collected into laboratory -supplied sample containers. • Semi-annually, collect surface water grab samples from designated surface water monitoring points SW -1 and SW -2, including one-time measurement of field parameters. • Semi-annually, perform standard observations of the cover and drainage systems and receiving waters, as specified in the WDRs. This work will be concurrent with scheduled surface water sampling or LFG OM&M services. • Semi-annually, collect one grab sample from monitoring point GR -8 for measurement of field parameters only. • Semi-annually, in addition to the samples collected at the "US" wells and surface water sampling points, collect one (1) duplicate sample for analysis of all parameters, plus one trip blank per day for analysis of volatile organic compounds (VOCs) only. • Annually (February), also collect samples from the two (2) "GR" refuse/leachate monitoring wells in the same manner as described above for "US" well sampling. June 2017 9 EXHIBIT A • Purge water from all well purging activities will be containerized and disposed of at the Burlingame Wastewater Treatment Plant. • Analyses to be performed for all samples include VOCs by EPA Method 8260B; Total Organic Carbon by EPA Method 415.3; and Total Kjeldahl Nitrogen by Method E351.2. • All portable equipment used for measurements and sampling, including water level meters and pumping equipment, will be thoroughly decontaminated prior to use at each measurement/sampling point. Decontamination water will be containerized and disposed of at the Burlingame Wastewater Treatment Plant. SCS will complete all field data collection using state -0f -the -science electronic data collection procedures, as opposed to handwritten data sheets. This has several advantages, including (1) data are clear and concise and not subject to possible misinterpretation of handwritten notes; (2) field data can be compared to previous data for consistency in order to reduce possible reading errors; (3) field data are uploaded to our data management system daily, and can therefore be checked by projectteam members immediately, allowing possible errors to be addressed while crews are still in the field; and (4) field data are available immediately for review by the City, if desired. SCS will also review all laboratory work orders immediately after sample receipt by the lab, prior to analysis, so as to confirm that the appropriate analysis work is planned. Task 9 - Semi -Annual Compliance Reporting to Regional Water Quality Control Board (RWQCB) -San Francisco Bay Region Semi-annually, SCS shall prepare a Monitoring Report that includes a description of activities conducted, and results obtained, for each semi-annual monitoring period. The First Semi -Annual Report is due to RWQCB on or before April 30 each year. The Second Semi -Annual Report is due to RWQCB on or before October 31 each year. Reports will be in a format acceptable to the City and the RWQCB Executive Officer. The First Semi -Annual Monitoring Report will also include annual reporting requirements, as required by RWQCB and applicable regulations. Each Semi-Annual/Annual Monitoring Report will be prepared in draft form and transmitted to the City for review and comment. Draft documents will be provided to the City no later than the 15th of the month in which they are due. City staff will provide timely review of the draft reports. SCS will incorporate City comments, as appropriate, and produce a final version of each report in Portable Document Format (PDF). The final PDF report version will be provided to the City, and uploaded to the State Gectracker system, no later than the report due date. SCS will prepare draft reports for City review and transmit the reports to the City via our Newforma document management portal. This secure server allows the City to download all draft reports, regardless of document size, so email transfer of large documents is not a problem. The Newforma server also allows the City to review other documents loaded into the system, including all site related reports and documents; agency orders and communications; field data; lab data; and project related email communications. This provides a single source for all project related files which can be accessed at any time by all project team members, including designated City employees. COMPENSATION SCS's estimate of labor hours and cost for the first year of the contract term is presented in Table 1. Labor hours, current billing rates, and other direct and administrative expenses are provided for each work task identified above. Table 2 provides budgetary estimates of costs by task for the 3 - year contract term. June 2017 10 EXHIBIT A SCS's current labor rates for time -and -materials services are provided in Table 1. It is understood that the City may prefer that tasks be billed on a fixed -fee, or "percent of work completed" basis. CLARIFICATIONS The scope of work and compensation reflect the following clarifications and assumptions: • The Burlingame LFG collection and flare system consists of 18 vertical extraction wells, 13 horizontal collectors, 9 perimeter probes, 12 condensate drain traps, 9 building methane gas sensors, 2 passive migration vents, 1 flare and appurtenant electrical panels and controls. • If applicable, the on-site automatic dialer alarm system will immediately notify the City or SCS of a Blower/Flare Station shutdown. Response to shutdowns or callouts can be performed under Task 3 of this proposal. • All routine operation, monitoring, and maintenance can be completed by a one-man field crew; all monitoring and adjustment of extraction wells can be accomplished without entering vaults greater than 4 feet deep. • The budget allocation for Task 3 (non -routine investigations, testing and repair/emergency support services) is consistent with previous amounts established by the City and contracted to SCS Engineers. Non -routine repair or maintenance will only be performed when authorized by the City, with a specific scope, budget and schedule agreed in advance. • The budget allocation for Task 4 (non -routine engineering and permit support services) is consistent with previous amounts established by the City. Non -routine engineering and permitting services will only be performed when requested and authorized by the City, with a specific scope, budget and schedule agreed in advance. • SCS will not take responsibility for the overall quality of the gas collected from the LFG control system with regard to trace components. • SCS takes no legal responsibility for any of the potential hazards associated with the LFG condensate. • Carbon system emission testing or other analysis that may be required by the Bay Area AQMD or other regulatory bodies, can be performed under Task 3 of SCS's proposal. • Meetings with Bay Area AQMD or other regulatory bodies can be performed under Task 4 of SCS's proposal. • Task 1 of this proposal does not include costs for repair and/or replacement spare parts or materials (e.g., valves, propane, chart paper, oil/grease, belts or filters). Components and/or materials can be procured under Task 3 of SCS's proposal. • The City is responsible for ensuring that SCS and contracted City personnel are the only parties designated to operate or adjust the LFG control facilities. • Unrestricted site access for personnel, equipment, and materials to enable completion of work. It is understood that SCS personnel are required to sign in at the wastewater treatment plan (when accessing the blower/flare station). June EXHIBIT A • All field work will be performed in in OSHA Level D protection (including hard hat and safety vest). Any additional health and safety requirements may cause an increase in our price. • At no time shall the title to any hazardous substances, solid wastes, petroleum contamination, or other regulated substances pass to SCS, nor shall any provision of an ensuing Agreement be interpreted to permit SCS to assume the status of a "generator," "transporter," or "treatment, storage, or disposal facility" under state or federal law. • The City will provide SCS, available information regarding manufacturer's operation and maintenance documents, design engineer operation and maintenance requirements, and any other applicable regulatory agency operating requirements. • SCS shall be responsible for providing the necessary portable field instrumentation and small hand tools required to support the performance of the Scope of Services. • Routine service will be performed during normal working hours (between the hours of 8:00 a.m. and 5:00 p.m.), 8 hours per day or 40 hours per week, 5 days per week, excluding holidays. • Utilization of non-union, non -prevailing wage labor rates is assumed for field work. • Blower flare station maintenance/lubrication services will be performed by City personnel. If requested by the City, this work can be performed,by SCS under Task 3 of SCS's proposal. • The City will be responsible for permit or document review fees required by the Bay Area AQMD, RWQCB or other regulatory agencies. • The automated combustible gas detection system at the Crowne Plaza Hotel consists of a network of 6 gas sensors, control panel and alarm systems. There are 9 separate sensors at the Burlingame Recreational Facility. Our testing is limited to accessible locations only and excludes modifications to existing structures to allow access. • Confined space entry requirements will not be required for combustible gas sensor calibration at the Crowne Plaza Hotel. Our budget excludes special provisions for access to the gas sensor in the elevator pit at the Crowne Plaza Hotel; the owner of that facility will be responsible for elevator service and safety provisions to allow access. • SCS will coordinate with Crowne Plaza Hotel to schedule combustible gas sensor system calibration events. • The Task 6 annual surface emissions monitoring (SEM) event can be completed by a one- to four -person field crew. • Any repairs of the landfill surface or LFG control system components at locations where AB 32 monitoring exceeds 500 parts per million by volume (ppmv) or grid areas in excess of 25 ppmv are excluded from our proposal, and can be performed at additional cost if requested by the City. • Task 6 SEM costs assume that the annual event can be completed in one mobilization. Additional costs may be required if meteorological conditions or other factors outside of SCS's control require re -mobilization or extra time to complete the monitoring. • The Task 6 budget does not include costs for meeting with regulatory agency representatives during SEM events. ne EXHIBIT A • This proposal assumes that all overgrown vegetation along the Task 6 composite and SEM landfill surface pathways will be mowed or cleared by others prior to the monitoring events. • SCS services exclude installation of new mechanical blowers at the flare station. • The Task 6 budget excludes follow-up exceedance monitoring, should emissions measured during the annual event exceed California Landfill Methane Rule (LMR) thresholds. Exceedance monitoring would be performed under Task 3. • The scope of work excludes preparation of an AB 32 Landfill Methane Rule Alternatives Compliance Option (ACO) request for submittal to the AQMD. This has not been formally required for the Burlingame Landfill but has been required by the AQMD at other Bay Area landfills where less -than -continuous flare operation is allowed. The ACO request would petition for the same flare operating conditions under the AB 32 LMR. If requested, SCS will perform this if required under Task 4. • The services for the methane destruction efficiency testing (Task 7) exclude any modifications or repairs to the flare or LFG system orsubsequent retest in the event exhaust emissions exceed permit thresholds. • The water quality monitoring system consists of ten (10) monitoring wells; one (1) leachate line manhole sampling point; and two (2) surface water sampling points. • The scope and budget for water quality monitoring and sampling are based on the current WDRs and MRP No. R2-2007-0036, with modified sampling frequency as allowed by the San Francisco RWQCB. • Laboratory analysis of water and vapor samples will be on a standard turn -around basis (15 working days). • The labor estimate assumes purge and decontamination water can be containerized and disposed of at the Burlingame Waste Water Treatment Plant, at no charge to SCS. • The City will provide historic groundwater monitoring data to SCS, for use in statistical analyses, in an acceptable editable format for uploading to our statistical evaluation software package. • The City will provide copies of at least the two most recent semi-annual monitoring reports, in an editable format, to provide the template for future reports. • All groundwater, leachate and gas monitoring wells will remain accessible and in sound working order. Maintenance, repair or modifications to the sampling points would be performed under Task 3, or separate authorization if required. June 2017 Q F- m 2 K LU W W U y m p m o o o 0 oOI N m m m m ori m an f< nj ^m_m �o admN r ry m �d I I 11 1p<mm viama omm n� N N V� ID O O N Cm] N N NI m p N O O� O O m 0 f OI 0 m r O O O O O O O m O r O � o Prvo Po o Nmol Pa w N m o�000 m oo �o of om r o0 o O Ol ao m m . N ao N f !9 n N N o0 N mr N N N r w ooP000.oPpo m <m ooa o of o o N M m p P N p w Ip O p N N O 10 N O O p m N N O O O O OI ry o O O PN.0.0.0000^I m. 000 O OI O 10 OO a N m N N w w O N w C V U 'o .too I N J U N OI J c N I cm o F E aJi=2`v LL�u.2_ E10N ozwF rn`o~ U LL O `I- �LL a O 2 a'E 2.E xm m K w a�Q� iC N N m v y Y CQNN o v 2 N N 6 YI a r 'o _ my°mvoav2°c` a e�.a. deev 2-E.sa mmm� o v E as o 0 9 0 0.2 vIN2diiQLL VINE FF did 0 6 F lLL F 1- W W U y :: E N LU `moi m mo 0 u H d u C m Q E 0 O m to w cc m C O VI W O a` m C V 4 E N c a m d V C a E M E M 0 J 4J i E m m > h M C 'L E 7 `y m y � Y C7 uo ° u 6 0 EA 0 0 0 0 0 0 0 0 o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 m in ry ry n n v 0 o a ry in �o � ry m �n ti N� a in ai N m 0 0 0 0 0 0 0 0 0 0 0 qo 0 0 0 0 0 0 0 0 o a 0 o n n 00 0 o m o0 m o ro o vi a vi of v n .-i m N N OD N N M N N N Vf VT N W Irl tri V� W V} V? i/? ti 0 00 0 0 0 0 0 0 0 o 0 0 0 0 0 0 0 0 0 0 0 g 00 0 oc a N N o n a m vi n ri ri ao M N N VT N +/T VT th 4A 1rF V? i/} NT 1A 1A 00 0 0 0 0 0 0 0 0o 0 0 0 0 0 0 0 0 0 0 0 g ry m ti 0 co 0o n m �n o �n v m o a rr ui m .moi w aA VF ih V? V1 V) V} iA irF N ih N N m CO v a y 'u C m pq N Ul (p LL y N H O U a p p t�o F- 0) W E" o C n Q1 H C C L U ~ i N u H N d m c M •O a Wim•» fn m •w m +' U m m m p y N w .p m c E E o y N °' = bq w 7 c vTi o. Q O 3� 0 a v m .� .y° ° o�� v'm�w'c° E o (y7 CD U Cf Cf a y Qy S , E aC Ko OQ v uyi ° E m w u Z Z a m O m � O c C u .-I N M a 1.l1 l0 I� y W O1 LL 3J 6 0 EA W C� LL CITY � ��.STAFF REPORT To: Honorable Mayor and City Council Date: July 3, 2017 From: Brad McCulley, City Librarian — (650) 558-7404 AGENDA NO: 8i MEETING DATE: July 3, 2017 Subject: Adoption of a Resolution Accepting the Pacific Library Partnership Grant in the Amount of $4,215.60 to Fund the Burlingame Public Library's "GET LIT" Book Delivery Project RECOMMENDATION Staff recommends that City Council adopt the attached resolution accepting a Pacific Library Partnership grant in the amount of $4,215.60 to fund the Library's "GET LIT" Book Delivery Project. BACKGROUND The Burlingame Library has been awarded the 2017 Pacific Library Partnership Innovation and Technology Grant. As a trial library project GET L/Twill be geared toward the Library's "on -demand" society, and staff will use these grant funds to provide the means for targeting customers reading interests, curation of reading materials, and delivery to selected applicants. DISCUSSION Through the Library's Strategic Plan Survey, the Library deduced a need for services that could facilitate access to reading materials with the busy work routine and lifestyle of Millennials and Generation X. Staff will create a list of Burlingame patrons to receive reading materials through an application process. After a reader's advisory interview, staff will curate a package of reading materials that will then be delivered to the patron's work or residence every other month. Patrons will read what piques their interest, and staff will retrieve these materials when new materials are delivered. FISCAL IMPACT Funds from the grant will be used to purchase marketing materials and supplies and make deliveries. Exhibit: • Resolution 1 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME ACCEPTING THE PACIFIC LIBRARY PARTNERSHIP GRANT IN THE AMOUNT OF $4,215.60 TO FUND THE BURLINGAME PUBLIC LIBRARY'S "GET LIT" BOOK DELIVERY PROJECT WHEREAS, the City of Burlingame has applied for and has been awarded a grant in the amount of $4,215.60 for the GETLIT Book Delivery Project from the Pacific Library Partnership; and WHEREAS, funds from the Pacific Library Partnership grant will be used to purchase marketing materials and supplies, and make deliveries. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BURLINGAME DOES HEREBY RESOLVE AND ORDER AS FOLLOWS: 1. All the facts recited above, in the staff report and supporting documentation are true and correct and the Council relies upon same in accepting the grant. 2. The City Manager is hereby authorized to review and execute any necessary documents to receive the funds and take any further steps necessary in order to accept the grant. 3. The City Council approves the acceptance of the grant revenue and amends the Fiscal Year 2017-18 Budget to include the additional appropriation. 4. The budget amendment shall become effective on July 3, 2017. Ricardo Ortiz, Mayor I, Meaghan Hassel -Shearer, City Clerk of the City of Burlingame hereby certify that the foregoing Resolution was duly and regularly introduced and adopted at a regular meeting of the Burlingame City Council held on July 3, 2017 by the following vote to wit: AYES: Councilmembers: NOES: Councilmembers: ABSENT: Councilmembers: Meaghan Hassel -Shearer, City Clerk 9 BURL,INGAME STAFF REPORT AGENDA NO: SI MEETING DATE: July 3, 2017 To: Honorable Mayor and City Council Date: July 3, 2017 From: Meaghan Hassel -Shearer, City Clerk — (650) 558-7203 Subject: Adoption of a Resolution Authorizing the City Manager to Enter into a Service Agreement with On -Camera Productions for Video Coverage of City Council and Planning Commission Meetings Staff recommends that the City Council adopt the attached resolution authorizing the City Manager to enter into a service agreement with On -Camera Productions for video coverage of City Council and Planning Commission Meetings. BACKGROUND For several years the City has obtained the services of On -Camera Productions to provide video coverage of City Council and Planning Commission meetings. Originally, the meetings were recorded with a single camera, and the tapings were aired on Wednesday nights on cable. Later, upon the Council's request to provide greater access to the public, On -Camera Productions began recording and airing the meetings live with the use of multiple cameras. Additionally, On - Camera Productions was able to keep the same rates when they switched to the multi -camera live feed. Video coverage of City Council and Planning Commission meetings is important because it ensures transparency, provides access to the government, and assists in dispersing information. By entering into a service agreement with On -Camera Productions, the City will be able to continue providing this service to the community. The City Clerk conducted a survey of how neighboring cities provided coverage of their meetings. It was determined that cities either provided video coverage of meetings in-house or contracted with a few different companies in the area. After reviewing competitors' pricing, staff determined that On -Camera Productions provided the best offer with reliable service. The service agreement does not have an annual cost. Instead, the agreement establishes the prices of services that the City may incur for the next two years. In Fiscal Year 2015-16, the City paid On -Camera Productions $26,605 for video coverage. 1 On -Camera Productions Service Agreement DISCUSSION July 3, 2017 The proposed two-year service agreement will allow the City to continue providing live coverage of City Council and Planning Commission meetings. Additionally, it allows for the coverage of special meetings that are held off-site and on weekends. If approved, the contract will be effective through July 1, 2019. FISCAL IMPACT The fiscal impact of the two-year agreement is not precisely known as the City will incur costs based on what services it requests from On -Camera Productions. It can be estimated that the fiscal impact of the two-year agreement will be approximately $60,000 based on the FY 2015-16 cost of $26,605. Exhibits: • Resolution • Agreement 2 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME AUTHORIZING THE CITY MANAGER TO ENTER INTO A SERVICE AGREEMENT WITH ON -CAMERA PRODUCTIONS FOR VIDEO COVERAGE OF CITY COUNCIL AND PLANNING COMMISSION MEETINGS WHEREAS, On -Camera Productions provides video coverage of City Council and Planning Commission meetings; and WHEREAS, the City is committed to ensuring that residents have easy and reliable access to video recordings of City Council and Planning Commission meetings; and WHEREAS, staff determined that On -Camera Productions provides competitive rates and reliable service; and WHEREAS, On -Camera Productions provides video coverage of special meetings that are held off-site on the weekend; and WHEREAS, the service agreement shall be effective through July 1, 2019; and WHEREAS, in FY 2015-16, the City paid On -Camera Productions $26,605 for video coverage of over 50 meetings; and WHEREAS, it is expected that the total cost of the two-year service agreement will be approximately $60,000. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BURLINGAME RESOLVES AS FOLLOWS: The City Manager is authorized to execute a two-year service agreement with On - Camera Productions to provide video coverage of City Council and Planning Commission meetings. Ricardo Ortiz, Mayor I, MEAGHAN HASSEL-SHEARER, City Clerk of the City of Burlingame, do hereby certify that the foregoing Resolution was introduced at a regular meeting of the City Council held on the 3rd day of July, 2017, and was adopted thereafter by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: Meaghan Hassel -Shearer, City Clerk AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF BURLINGAME AND ON -CAMERA PRODUCTIONS THIS AGREEMENT is by and between On -Camera Productions and the City of Burlingame, a public body of the State of California ("City"). On -Camera Productions and City agree: 1. Services. City wishes to obtain the services of On -Camera Productions to provide video coverage of City Council and Planning Commission Meetings; On -Camera Productions may provide video coverage for other meetings as requested by City and agreed by On -Camera Productions. On -Camera Productions shall provide the Services set forth in Exhibit A, attached hereto and incorporated herein. 2. Compensation. On -Camera Productions agrees to perform all of the Scope of Services herein required of On -Camera Productions for $395 per meeting with an additional $65 in 1/2 hour increments or fractions thereof past the hour of 9:00 p.m. The City and On -Camera Productions may work together to video meetings outside of the weeknight City Council and Planning Commission Meetings for an amount that will be agreed upon by both parties to compensate for additional setup and uploading of the video. On -Camera Productions shall submit invoices on a monthly basis. All bills submitted by On -Camera Productions shall contain sufficient information to determine whether the amount deemed due and payable is accurate. Bills shall include a brief description of services performed, the date services were performed, the number of hours spent and by whom, a brief description of any costs incurred and signature of Lee Thompson of On -Camera Productions. 3. Term. This Agreement commences on full execution hereof and terminates on July 1, 2019 unless otherwise extended or terminated pursuant to the provisions hereof. On - Camera Productions agrees to diligently prosecute the services to be provided under this Agreement to completion and in accordance with any schedules specified herein. In the performance of this Agreement, time is of the essence. Time extensions for delays beyond the On -Camera Productions' control, other than delays caused by the City, shall be requested in writing to the City's Contract Administrator prior to the expiration of the specified completion date. 4. Assignment and Subcontracting. A substantial inducement to City for entering into this Agreement is the professional reputation and competence of On -Camera Productions. Neither this Agreement nor any interest herein may be assigned or subcontracted by On -Camera Productions without the prior written approval of City. It is expressly understood and agreed by both parties that On -Camera Productions is an independent contractor and not an employee of the City. 5. Insurance. On -Camera Productions, at its own cost and expense, shall carry, maintain for the duration of the Agreement, and provide proof thereof, acceptable to the City, the insurance coverages specified in Exhibit B, "City Insurance Requirements," attached hereto and incorporated herein by reference. On -Camera Productions shall demonstrate proof of required insurance coverage prior to the commencement of services required under this Agreement, by delivery of Certificates of Insurance and original endorsements to City. Except in the case of professional design/errors and omissions insurance, the City shall be named as a primary insured. 6. Indemnification. On -Camera Productions shall indemnify, defend, and hold City, its directors, officers, employees, agents, and volunteers harmless from and against any and all liability, claims, suits, actions, damages, and causes of action arising out of, pertaining or relating to the negligence, recklessness or willful misconduct of On -Camera Productions, its employees, subcontractors, or agents, or on account of the performance or character of the Services, except for any such claim arising out of the sole negligence or willful misconduct of the City, its officers, employees, agents, or volunteers. It is understood that the duty of On -Camera Productions to indemnify and hold harmless includes the duty to defend as set forth in section 2778 of the California Civil Code. Notwithstanding the foregoing, for any design professional services, the duty to defend and indemnify City shall be limited to that allowed pursuant to California Civil Code section 2782.8. Acceptance of insurance certificates and endorsements required under this Agreement does not relieve On -Camera Productions from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. 7. Termination and Abandonment. This Agreement may be cancelled at any time by City for its convenience upon written notice to On -Camera Productions. In the event of such termination, On -Camera Productions shall be entitled to pro -rated compensation for authorized Services performed prior to the effective date of termination provided however that City may condition payment of such compensation upon On -Camera Productions' delivery to City of any or all materials described herein. In the event On -Camera Productions ceases performing services under this Agreement or otherwise abandons the project prior to completing all of the Services described in this Agreement, On -Camera Productions shall, without delay, deliver to City all materials and records prepared or obtained in the performance of this Agreement. On - Camera Productions shall be paid for the reasonable value of the authorized Services performed up to the time of On -Camera Productions' cessation or abandonment, less a deduction for any damages or additional expenses which City incurs as a result of such cessation or abandonment. 8. Ownership of Materials. All documents, materials, and records of a finished nature, including but not limited to final plans, specifications, video or audio tapes, photographs, computer data, software, reports, maps, electronic files and films, and any final revisions, prepared or obtained in the performance of this Agreement, shall be delivered to and become the property of City. All documents and materials of a preliminary nature, including but not limited to notes, sketches, preliminary plans, computations and other data, and any other material referenced in this Section, prepared or obtained in the performance of this Agreement, shall be made available, upon request, to City at no additional charge and without restriction or limitation on their use. Upon City's request, On -Camera Productions shall execute appropriate documents to assign to the City the copyright or trademark to work created pursuant to this Agreement. On - Camera Productions shall return all City property in On -Camera Productions' control or possession immediately upon termination. 9. Compliance with Laws. In the performance of this Agreement, On -Camera Productions shall abide by and conform to any and all applicable laws of the United States and the State of California, and all ordinances, regulations, and policies of the City. On -Camera Productions warrants that all work done under this Agreement will be in compliance with all applicable safety rules, laws, statutes, and practices, including but not limited to Cal/OSHA regulations. If a license or registration of any kind is required of On -Camera Productions, its employees, agents, or subcontractors by law, On -Camera Productions warrants that such license has been obtained, is valid and in good standing, and On -Camera Productions shall keep it in effect at all times during the term of this Agreement, and that any applicable bond shall be posted in accordance with all applicable laws and regulations. 10. Conflict of Interest. On -Camera Productions warrants and covenants that On - Camera Productions presently has no interest in, nor shall any interest be hereinafter acquired in, any matter which will render the services required under the provisions of this Agreement a violation of any applicable state, local, or federal law. In the event that any conflict of interest should nevertheless hereinafter arise, On -Camera Productions shall promptly notify City of the existence of such conflict of interest so that the City may determine whether to terminate this Agreement. On -Camera Productions further warrants its compliance with the Political Reform Act (Government Code § 81000 et seq.) respecting this Agreement. 11. Whole Agreement and Amendments. This Agreement constitutes the entire understanding and Agreement of the parties and integrates all of the terms and conditions mentioned herein or incidental hereto and supersedes all negotiations or any previous written or oral Agreements between the parties with respect to all or any part of the subject matter hereof. The parties intend not to create rights in, or to grant remedies to, any third party as a beneficiary of this Agreement or of any duty, covenant, obligation, or undertaking established herein. This Agreement may be amended only by a written document, executed by both On -Camera Productions and the City Manager, and approved as to form by the City Attorney. Such document shall expressly state that it is intended by the parties to amend certain terms and conditions of this Agreement. The waiver by either party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement. Multiple copies of this Agreement may be executed but the parties agree that the Agreement on file in the office of the City Clerk is the version of the Agreement that shall take precedence should any differences exist among counterparts of the document. This Agreement and all matters relating to it shall be governed by the laws of the State of California. 12. Capacity of Parties. Each signatory and party hereto warrants and represents to the other party that it has all legal authority and capacity and direction from its principal to enter into this Agreement and that all necessary actions have been taken so as to enable it to enter into this Agreement. 13. Severability. Should any part of this Agreement be declared by a final decision by a court or tribunal of competent jurisdiction to be unconstitutional, invalid, or beyond the authority of either party to enter into or carry out, such decision shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect, provided that the remainder of this Agreement, absent the unexcised portion, can be reasonably interpreted to give effect to the intentions of the parties. 14. Notice. Any notice required or desired to be given under this Agreement shall be in writing and shall be personally served or, in lieu of personal service, may be given by (i) 3 depositing such notice in the United States mail, registered or certified, return receipt requested, postage prepaid, addressed to a party at its address set forth in Exhibit A; (ii) transmitting such notice by means of Federal Express or similar overnight commercial courier ("Courier"), postage paid and addressed to the other at its street address set forth below; (iii) transmitting the same by facsimile, in which case notice shall be deemed delivered upon confirmation of receipt by the sending facsimile machine's acknowledgment of such with date and time printout; or (iv) by personal delivery. Any notice given by Courier shall be deemed given on the date shown on the receipt for acceptance or rejection of the notice. Either party may, by written notice, change the address to which notices addressed to it shall thereafter be sent. 15. Miscellaneous. Except to the extent that it provides a part of the definition of the term used herein, the captions used in this Agreement are for convenience only and shall not be considered in the construction of interpretation of any provision hereof, nor taken as a correct or complete segregation of the several units of materials and labor. Capitalized terms refer to the definition provide with its first usage in the Agreement. When the context of this Agreement requires, the neuter gender includes the masculine, the feminine, a partnership or corporation, trust or joint venture, and the singular includes the plural. The terms "shall", "will", "must" and "agree" are mandatory. The term "may" is permissive. The waiver by either party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement. When a party is required to do something by this Agreement, it shall do so at its sole cost and expense without right to reimbursement from the other party unless specific provision is made otherwise. Where any party is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing such act, including its agents, invitees, contractors, subcontractors and employees. IN WITNESS WHEREOF, On -Camera Productions and City execute this Agreement. CITY OF BURLINGAME ON -CAMERA PRODUCTIONS 501 Primrose Road Name Burlingame, CA 94010 Address Lisa Goldman City Manager Meaghan Hassel -Shearer City Clerk Approved as to form: Kathleen Kane City Attorney Attachments: Exhibit A Scope of Services Exhibit B City Insurance Provisions Federal Employer ID Number: License Number: Expiration Date: Exhibit A r} 330 Primrose Road, Suite 214 ONCAMERAPRO Burlingame, CA 94010 - On -Camera Productions Services This Video Production Agreement is made effective as of July 3, 2017 (the "Effective Date") by and between On -Camera Productions (OnCameraPro.com) and the City of Burlingame. Description of Services Beginning on July 3, 2017 through July 1, 2019, On- Camera Productions will continue to provide to the City of Burlingame the following video production services: Weekly Two -Camera LIVE Telecast/Webcast: Sony DSR Package XLR Composite out w/ Operator, Switcher, Tripods and Plates, Sony Cameras w MX -12 Effects Generator, Operator and Monitors, including early Setup / Meeting Coverage / Strike -down. Performance of Services On -Camera Productions will provide live video coverage for City Council Meetings at 7pm each 1st and 3rd Monday in the calendar month and City Planning Commission Meetings each 2nd and 4th Monday. On -Camera Productions will continue to utilize the same digital package as described above and will maintain the same standards and pricing as has been provided in recent years. OCP can be available for additional meetings. Lee Thompson, of On -Camera Productions will continue to attend when necessary, any pertinent discussions on technical matters with other service providers such as Comcast, AT&T, Granicus, or any other vendors associated with the overall infrastructure of the telecast/webcast at no additional cost to the city. All the past terms and conditions remain the same. As such time that Lee Thompson cannot attend the meetings for any reason, he will provide a production experienced and competent substitute for the evening of each City Council or Planning Commission meeting. Payment City of Burlingame agrees to pay On Camera Productions, a base of $ 395 in consideration for continued multi -camera services to be rendered by On -Camera Productions. As has been the case, the City of Burlingame will pay On Camera Productions an additional $ 65 in 1/2 hour increments or fraction thereof past the hour of 9pm if applicable. On -Camera Productions will set aside in advance all Monday evenings to cover the City Council and Planning Commission meetings noting that there are no gatherings on any 5th Monday in a given calendar month. If a Monday falls on a holiday, services for the next calendar business evening will commence and On Camera Productions will reschedule for that evening. Any other video recording outside the normally scheduled meetings will be handled separately, and will be treated accordingly depending on services rendered. Relationship of Parties It is understood by the parties that On Camera Productions is an independent contractor with respect to the City of Burlingame. ig-' 330 Primrose Road, Suite 214 "ON CAMERA P77C7 Burlingame, CA 94010 EXHIBIT B INSURANCE REQUIREMENTS Before beginning any of the services or work called for by any term of this Agreement, Consultant, at its own cost and expense, shall carry, maintain for the duration of the Agreement, and provide proof thereof that is acceptable to the City, the insurance specified herein. 1. Insurance Requirements. Coverage shall be at least as broad as follows, and the City is to be endorsed as additional insured as described below up to the maximum limit of coverage if it is greater than the minimums specified here. ❑ Statutory Worker's Compensation Insurance and Employer's Liability Insurance coverage: $1,000,000 ❑ Commercial General Liability Insurance: $1,000,000 (Minimum), $2,000,000 Aggregate ❑ Automobile Liability Insurance -including owned, non -owned and hired vehicles: $1,000,000 per occurrence ❑ Where applicable, professional Errors and Omissions coverage: $1,000,000 2. Workers' Compensation. Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant shall be provided as required by the California Labor Code. 3. Commercial General and Automobile Liability. Consultant, at Consultant's own cost and expense, shall maintain Commercial General and Business Automobile Liability insurance for the period covered by this Agreement in an amount not less than the amount set forth in this Exhibit B, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting there from, and damage to property resulting from activities contemplated under this Agreement, including the use of hired, owned and non -owned automobiles. Coverage shall be at least as broad as the latest edition of the Insurance Services Office Commercial General Liability occurrence form CG 0001 and Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 1 (any auto). No endorsement shall be attached limiting the coverage. a. A policy endorsement must be delivered to City demonstrating that City, its officers, employees, agents, and volunteers are to be covered as insured as respects each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insureds general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or automobiles owned, leased, hired, or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims made basis. c. An endorsement must state that coverage is primary insurance and that no other insurance affected by the City will be called upon to contribute to a loss under the coverage. d. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. e. Insurance is to be placed with California -admitted insurers with current, unrestricted licenses and no negative financial ratings. 4. Deductibles and Self -Insured Retentions. Consultant shall disclose the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. Any self-insured retention or deductible is subject to approval of City. During the period covered by this Agreement, upon express written authorization of City Attorney, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The City Attorney may condition approval of an increase in deductible or self-insured retention levels upon a requirement that Consultant procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 5. Notice of Reduction in Coverage. In the event that any coverage required under the Agreement is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 6. Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; b. Order Consultant to stop work under this Agreement or withhold any payment which becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; c. Terminate this Agreement. Exercise of any of the above remedies, however, is an alternative to other remedies City may have and is not the exclusive remedy for Consultant's failure to maintain insurance or secure appropriate endorsements. 9Do STAFF REPORT To: Honorable Mayor and City Council Date: July 3, 2017 From: Brad McCulley, City Librarian — (650) 558-7404 AGENDA N0: 8k MEETING DATE: July 3, 2017 Subject: Adoption of a Resolution Authorizing the City Manager to Accept a Pricing Proposal from Baker & Taylor for the Purchase of Library Materials Staff recommends that the City Council adopt the attached resolution authorizing the City Manager to accept a pricing proposal for the purchase of books, DVDs, CDs and other library materials from library vendor Baker & Taylor. BACKGROUND The Library has been purchasing materials from Baker & Taylor since before 1975. Baker & Taylor is a well-known company within the library community and most, if not all, libraries and bookstores in California purchase at least some of their materials through this vendor. Baker & Taylor also provides a cataloging service so materials arrive pre -cataloged with the Burlingame Library's particular details needed for the Dewey Decimal call number format. Beginning in the early 2000's, as a cost-saving measure, the Library began outsourcing more of its cataloging work to reduce the number of full-time equivalent staff positions in the Technical Services Division. Staff is currently researching whether other vendors are able to provide a product with the same level of detail and with the same level of variety in the materials offered for retail sale as a possible cost-saving measure. However, it normally takes upwards of six to eight months to create a working template of the Library's cataloging needs and is a very staff -intensive process. This agreement is needed to continue purchasing library materials while research into viability of other vendors is underway. DISCUSSION The attached pricing proposal will allow the Library to fulfill its mission of offering access to books and materials without delays. The Burlingame community and other San Mateo County library users have come to rely on the Library's ability to fulfill this need in a timely manner using the retail service of Baker & Taylor. This agreement is for pricing only and will allow the Library to contract with another vendor should one be found that provides the detailed results the Library requires. Baker 8 Taylor Purchasing FISCAL IMPACT July 3, 2017 In fiscal year 2016-17, the Library spent $290,810 on materials purchased from this vendor, with approximately $40,000 of this amount donated by the Burlingame Library Foundation. Sufficient funds are available in the Library's FY 2017-18 budget to continue purchasing materials. Exhibit: • Resolution • Baker & Taylor Pricing Proposal 2 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME AUTHORIZING THE CITY MANAGER TO ACCEPT A PRICING PROPOSAL FROM BAKER & TAYLOR FOR THE PURCHASE OF LIBRARY MATERIALS WHEREAS, the Library has purchased books and materials from the vendor Baker &Taylor since 1975; and WHEREAS, staff is researching other potential vendors for books and materials as possible cost savings; and WHEREAS, the vendor Baker & Taylor currently fills an important need for the community that cannot be interrupted if the Library is to continue to provide updated inventory to the public WHEREAS, the average yearly cost to the City is $250,000. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BURLINGAME RESOLVES AS FOLLOWS: The City Manager is authorized to accept a pricing proposal from Baker & Taylor for books, DVDs, CDs, and other library materials and services or until such time as a more economical vendor can be vetted. Mayor Ricardo Ortiz I, MEAGHAN HASSEL-SHEARER, City Clerk of the City of Burlingame, do hereby certify that the foregoing Resolution was introduced at a regular meeting of the City Council held on the 3rd day of July, 2017, and was adopted thereafter by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: Meaghan Hassel -Shearer, City Clerk r1rBAKER&TAYLOR A Follett Company June 29, 2017 Ms. Megan Wong Technical Services Manager Burlingame Public Library 480 Primrose Road Burlingame, CA 94010 RE: Baker & Taylor/ Pricing Info Dear Ms. Wong CL(S by B wsta91oyioi y8e aA r E 1se, Baker & Taylor values our long-standing relationship with the Burlingame Public Library, and has provided Customized Library Services: cataloging and shelf ready processing services, for the Library for over 13 years. Baker & Taylor discounts, terms and conditions, a summary of the Library's required shelf ready processing requirements and CLS pricing information are attached following this letter. Current CLS pricing dates back to 2011 when the specifications were amended to include "the application and linking of Library supplied RFID tags". In an effort to help the library get the best value for pricing, at this time Baker and Taylor would like to offer a $0.10 decrease in pricing should the library choose to switch to CLS supplied standard RFID tags. Please see the information attached, which includes a summary of CLS services, Discount Terms and Conditions, and Category Definitions. Should you have any questions regarding this proposal, please do not hesitate to contact me at 800-775-7930 ext. 1016. 1 will be happy to assist you in any way possible. Thank you again for your patronage. Sincerely, C5�� c. Lori Gray CLS Western Regional Sales Manager Baker & Taylor, LLC 2550 W. Tyvola Road, Suite 300 Charlotte, NC 28217 Office: 800-775-7930 ext. 1016 Cell: (928) 607-8225 Lori.Gray@baker-taylor.com PRINT MATERIAL PRICING Baker & Taylor/CLS reserves the right to adjust pricing if the Library's requirements change at any time throughout the project. Pricing is based upon the library's requested specifications. Should the library require additional services in collection development, cataloging, processing, reporting, storage, or shipment, Baker & Taylor/CLS may adjust pricing accordingly. If the library system cannot be accessed via our Z39.50 methodology, then CLS may discuss alternative methodologies for system and shelf ready material. It should be noted that the cost for an alternative methodology other than what is outlined within this letter, would be different than the pricing quoted below. All items will be supplied by CLS unless otherwise noted: -a i ONGOING SERVICES .........................................................$4.30/UNIT INCLUDES: COLLECTION 1. ADAPTIVE AND COPY CATALOGING WITH CIP UPGRADES WHERE NEEDED, UTILIZING Z39.50 PROTOCOL 2. ITEM LINKING 3. PROJECT MANAGEMENT SUPPORT 4. LINK & AFFIX CUSTOMER SUPPLIED RFID TAGS 5. BARCODE LABEL 6. SPINE LABEL 7. PROPERTY LABEL 8. BRANCH LABEL 9. GENRE LABELS (INCLUDING: SPANISH AUTHENTIC LITERATURE, GRAPHIC NOVEL, J, TEEN, ETC.) 10. CUSTOMER SUPPLIED RED "NEW" TAPE 11. REFERENCE LABEL 12. LABEL PROTECTORS 13. MYLAR JACKET ONGOING SPOKEN WORD AUDIO COLLECTION SERVICES ....................................... $6.55/UNIT INCLUDES: 1. ADAPTIVE AND COPY CATALOGING WITH CIP UPGRADES WHERE NEEDED, UTILIZING Z39.50 PROTOCOL 2. ITEM LINKING 3. PROJECT MANAGEMENT SUPPORT 4. LINK & AFFIX CUSTOMER SUPPLIED RFID TAGS 5. STINGRAY THEFT DETECTION (APPLIED TO 1 sT DISC ONLY) 6. AFFIX HUB LABEL(S) 7. REPACKING OF ALL CDS INTO STANDARD WHITE CASE 8. DIGITAL MEDIA PROCESSING, TO INCLUDE: • BARCODE LABEL • SPINE LABEL • BRANCH LABEL WITH DATE • CONTENT LABEL • J LABEL • YA LABEL ONGOING SPOKEN WORD AUDIO (NON -CATALOGED, PARTIALLY PROCESSED) ............ $4.20/U NIT INCLUDES: 1. ITEM LINKING 2. PROJECT MANAGEMENT SUPPORT 3. LINK & AFFIX CUSTOMER SUPPLIED RFI D TAGS 4. STINGRAY THEFT DETECTION (APPLIED TO 1 ST DISC ONLY) 5. AFFIX HUB LABEL(S) 6. REPACKING OF ALL CDS INTO STANDARD WHITE CASE 7. DIGITAL MEDIA PROCESSING, TO INCLUDE: • BARCODE LABEL • BRANCH LABEL WITH DATE • LIBRARY LOGO • CONTENT LABEL FOR MULTI DISC SETS ADDITIONAL SERVICES AT THE LIBRARY'S REQUEST: JUVENILE KITS CATALOGING AND PROCESSING (ADDITIONAL) ....................................................... $2.25/UNIT LAMINATE PAPERBACK COVERS (ADDITIONAL) 10 MIL CLEAR POLY .................................................................................................... $1.99/UNIT 8 MIL MATTE POLY ................................................................................................ $1.59/UNIT 8 MIL CLEAR POLY ................................................................................................ $1.15/UNIT ORIGINAL CATALOGING ....................................................... ............................................ $10.00/TITLE LINK AND AFFIX CLS SUPPLIED RFID TAGS'........................................................................ . $0.10/UNIT * BAKER & TAYLOR CURRENTLY WORKS WITH MOST RFID SYSTEMS. OUR TAGS OPERATE AT 13.56MHZ, AND ARE RE-WRITEABLE, AND FULLY COMPLIANT WITH ]Sol 5693. IF AFTER COMPATIBILITY TESTING B&T DOES NOT HAVE THE CURRENT SOFTWARE/HARDWARE IN PLACE FOR THE SYSTEM CHOSEN BY THE LIBRARY, BAKER & TAYLOR RESERVES THE OPTION TO REVISE THIS PRICING. ♦ FOR THOSE RECORDS WHERE CATALOGING IS NOT AVAILABLE IN THE LIBRARY'S DATABASE OR B&TSS CATALOGING UTILITY, CLS WILL PROVIDE AN ORIGINAL CATALOGING RECORD FOR $10.00/TITLE. TITLES REQUIRING ORIGINAL CATALOGING WILL BE PRICED SEPARATELY AT $10.00/TITLE FOR THE FIRST COPY OF EVERY TITLE ORDERED. IF MULTIPLE COPIES OF A TITLE ARE ORDERED, THE $10.00 CHARGE WILL ONLY APPLY ONCE, HOWEVER, THE COMPREHENSIVE CATALOGING AND PROCESSING CHARGE WILL APPLY TO EACH UNIT INCLUDING THE INITIAL UNIT THAT RECEIVES THE $10.00 CHARGE. AN MATERIAL PRICING Please note: Pricing is subject to change based on specifications or case changes. If the library requires alternate processing or cataloging requirements, it is at the discretion of CLS to adjust pricing accordingly. AN CATALOGING AND PROCESSING DVD....................................................................................................$6.65/U NI T* INCLUDES: 1. ADAPTIVE AND COPY CATALOGING UTILIZING 239.50 PROTOCOL 2. ITEM LINKING 3. PROJECT MANAGEMENT SUPPORT 4. REPACKAGE DVDs INTO STANDARD BLACK CASES 5. LABEL PROTECTORS 6. LINK & AFFIX CUSTOMER SUPPLIED RFID TAGS 7. STINGRAY THEFT DETECTION (APPLIED TO 1 ST DISC ONLY) 8. AFFIX HUB LABEL(S) 9. DIGITAL MEDIA PROCESSING, TO INCLUDE: • BARCODE LABEL • BRANCH LABEL WITH DATE • LIBRARY LOGO • CONTENT LABEL FOR MULTI DISC SETS • LETTER LABEL • TEDDY BEAR, ESPAIVOL, VOLUME, SERIES LABELS AS NEEDED DVD(NON-CATALOGED, PARTIALLY PROCESSED) .............................................. $4.20/UNIT" INCLUDES: 1. ITEM LINKING 2. PROJECT MANAGEMENT SUPPORT 3. REPACKAGE DVDs INTO STANDARD BLACK CASES 4. LABEL PROTECTORS 5. LINK & AFFIX CUSTOMER SUPPLIED RFID TAGS 6. STINGRAY THEFT DETECTION (APPLIED TO 1 ST DISC ONLY) 7. AFFIX HUB LABEL(S) 8. DIGITAL MEDIA PROCESSING, TO INCLUDE: • BARCODE LABEL • BRANCH LABEL WITH DATE • LIBRARY LOGO • CONTENT LABEL FOR MULTI DISC SETS MusicCD............................................................................................ $6.65/UNIT INCLUDES: 1 . ADAPTIVE AND COPY CATALOGING UTILIZING 239.50 PROTOCOL 2. ITEM LINKING 3. PROJECT MANAGEMENT SUPPORT 4. REPACKAGE CDS INTO STANDARD DMP CASES 5. LABEL PROTECTORS 6. LINK & AFFIX CUSTOMER SUPPLIED RFID TAGS 7. STINGRAY THEFT DETECTION (APPLIED TO 1 ST DISC ONLY) 8. AFFIX HUB LABEL(S) 9. DIGITAL MEDIA PROCESSING, TO INCLUDE: • BARCODE LABEL • SPINE LABEL • BRANCH LABEL WITH DATE • LIBRARY LOGO • CONTENT LABEL FOR MULTI DISC SETS t ' TITLES REQUIRING ORIGINAL CATALOGING WILL BE PRICED SEPARATELY AT $10.00/TITLE. THE COMPREHENSIVE CATALOGING AND PROCESSING CHARGE WILL APPLY TO EACH UNIT, INCLUDING THE INITIAL UNIT THAT RECEIVES THE $10.00 CHARGE. AV CATALOGING AND PROCESSING PRICES FOR CDS AND DUDS ARE FOR BOTH SINGLE AND MULTIPLE DISC RELEASES. BAKER & TAYLOR'S PAYMENT TERMS ARE NET 30 DAYS FROM THE DATE OF INVOICE. OWNERSHIP TRANSFER AND INVOICING WILL OCCUR ON THE DATE CATALOGING AND PROCESSING IS COMPLETED AND THE MATERIALS ARE EITHER SHIPPED, OR PLACED IN STORAGE AT A BAKER & TAYLOR FACILITY. INVOICES ARE MAILED TO THE LIBRARY AT THE TIME INVOICING OCCURS DISCOUNT TERMS AND CONDITIONS OF SALE Baker & Taylor, LLC. Discount Terms and Conditions of Sale (FIRM ORDER BOOK and SPOKEN WORD AUDIO) Burlingame Public Library Baker & Taylor, LLC. is pleased to offer the discount terms and conditions listed below.. The pricing grid below provides discounts for each product category offered by Baker & Taylor. Product Category Category Definition a 9 rY () Price Indicator Discount Adult Trade Hardcover Editions 0 - (Zero) (Hardcover Trade Editions) 1-2 copies 42.5% I. (Popular Fiction & Non -Fiction, and may C - (Hardcover Computer Books) 3-4 copies 43.0% include some spoken word audio) 5+ copies 43.5% Juvenile Trade Hardcover Editions 1-2 copies 42.5% I. (POPULAR FICTION & NON-FICTION) J 3-4 Copies 43.0% 5+ copies 43.5% Adult Quality Paperback Editions B - (Paperback Trade Editions) 1 copy 30.0% III. (Popular Fiction & Non -Fiction) C - (Paperback Computer Books) 2-4 copies 31.0% 5+ copies 36.0% IV. Juvenile Quality Paperback Editions O 1 copy 30.0% (Popular Fiction & Non -Fiction) 2-4 copies 31.0% 5+ copies 36.0% 1 copy 30.0% V. Mass Market Paperback Editions P 2-4 copies 31.0% 5+ copies 36.0% 1 copy 19.0% VI. Single Edition Reinforced (Juvenile) R 2-4 copies 20.0% 5+ copies 21.0% 1 copy 19.0% VII. Publisher's Library Edition (Juvenile) Z 2-4 copies 20.0% 5+ copies 21.0% University Press Trade Editions (may be of VIII. any binding and include some spoken word A 10.0% S/X/N - (Text, Technical, or Reference Editions) S = 5.o % X=5.0% N=0.0%(b) L - (Hardcover Editions from Small Press and L = 5.0 % (c)(d) Hardcover Titles of Limited Demand -primarily Adult) 7 = 1 copy 19.0% (d) 7 - (Hardcover Titles of Limited Demand- 2-4 copies 20.0% primarily Juvenile) 5+ copies 21.0% Text, Technical, Reference, Professional Medical, Small Press, some University P - (Paperback Editions from Small Press and M ( p M = 5.0 % (c)(d) Press titles (excluding University Press Paperback Titles of Limited Demand -primarily X. Trade Editions) and/or Titles of Limited 9 dultPa 1 - 1 copy 19.0% (d) Demand (Paperback Titles of Limited Demand- 2-4 copies 20.0% (may be of any binding and include some primarily Juvenile) 5+ copies 21.0% spoken word audio) T/UNNW4/Letter O - (Specialty Textbooks) T = 0.0 % U=5.0% V=0.0% W=0.0°/ 4 = 5.0% Letter O = 10.0 % 5/6/8 - (Professional Medical Titles) 5 = 0.0 % 6=5.0% 8=5.0% Imported English and Non-English F/K/3 F = 0.0 % X. Language Editions K = 5.0 3 = 0.0 /° A. Enhanced Service Program Y / q 0.0 %plus $4.95/unit XII. Spoken Word Audio H 45.0% XIII. Board Books 1 1 copy 30.0% 2-4 copies 31.0% XIV. Novelty Items/Activity Books 5+ copies 36.0% Special Programs, such as: D D = 0.0 % - Paw Prints and FollettBound Editions E E = 15.0 % • - Turtleback Editions All Playaway Audio editions • 15.0/o - Playaway Audio Editions (a) Please see Attachment B for full category definitions, which are attached hereto and incorporated herein by reference. Materials produced for TextStream print -on -demand services may fall into any category. (b) Titles which receive minimal publisher discount will be invoiced at publisher's list price. (c) Represents publishers with limited sales volume, based upon a semi-annual review. These titles may be of any binding type or publisher of origin. (d) Represents individual titles which do not qualify for preferred stock status (based upon a quarterly review) and individual titles which qualify for preferred stock status, but have limited demand (calculated over a rolling 12 month period). These tides may be of any binding type or publisher of origin. (e) Tides where Baker & Taylor receives no discount from the publisher or prepayment is required by the publisher or publishers whose titles have limited demand and/or non-commercial publishers will be invoiced at list price plus $4.95/unit service charge. Baker & Taylor, LLC. Discount Terms and Conditions of Sale Also, please note that: Publisher's list price is subject to change without notice. Except where otherwise noted, book discounts are applied to current publisher's list price at the time of shipment. Baker & Taylor reserves the sole right to be the final determinant of product categories, category definitions and price indicators. The discounts vary based on this determination. • Titles are categorized by Baker & Taylor for pricing purposes by considering the binding, general marketing categories, demand for certain titles, preferred stock status, cost of acquisition, cost of distribution, and the size or type of publisher, as well as factors related to relationships with publishers such as shipping terms, payment terms, publisher's discount, returnability to publishers and other factors. • Product categories, category definitions and price indicators are subject to change at Baker & Taylor's sole discretion, without notice, based upon the above-described factors for categorizing titles. For domestic titles where no publisher list price is assigned by the publisher, Baker & Taylor will assign such titles a price in its electronic catalog which is based upon Baker & Taylor's estimate of market conditions. • For imported titles where no publisher list price is assigned by the publisher for the U.S. market, Baker & Taylor will assign such titles a U.S. dollar price in its electronic catalog which is based upon Baker & Taylor's estimate of market conditions. • For Paw Prints and Follett Bound editions, Baker & Taylor will assign such titles a price in its electronic catalog which is based upon Baker & Taylor's estimate of market conditions. • Titles of limited demand or from small or specialty publishers generally are included in Product Category IX or Product Category XI. • The discount terms and conditions listed do not apply to Baker & Taylor's Continuation Services or Approval Programs. • Baker & Taylor provides an invoice that identifies the publisher's current list price, the discount offered, and the exact price charged for each title ordered. • Discounts are based on the current Peninsula Library System Contract. Should the Peninsula Library System Contract change or be re -negotiated during the term of this proposal, the updated Peninsula Library System Contract discounts would be applied to the library's accounts. Baker & Taylor, LLC. Discount Terms and Conditions of Sale (AUDIO VISUAL MATERIAL) Burlingame Public Library Please refer to the following Terms and Conditions of Sale for the discounts offered to the Burlingame Public Library for Audio Visual Material. Media Type Price Range Discount off Current Producer's List Price DVD Any Price 25.0%* Music CD MSRP $0.01 - $14.99 15.0%* Music CD MSRP $15.00 — $24.99 25.0%* Music CD MSRP $25.00 and Up 30.0%* List prices used for calculating discounts are manufacturers' current, suggested list prices, where available. Where no list price is supplied by the manufacturer, a list price will be assigned by Baker & Taylor. *AV titles with minimal discount or supplier restrictions or titles from small, specialty vendors will be invoiced at Manufacturers Suggested Retail Price. CATEGORY DEFINITIONS Adult Trade Hardcover Editions (0. Q (may include some spoken word audio materials) High demand materials from widely distributed publishers designed for the general consumer, usually dealing with a subject matter having broad mass appeal. These titles are typically released in hardback and can be either fiction or current non-fiction. Publisher promotionallmedia expenditures and print runs are customarily higher for these titles than for most others. Inventory is maintained with preferred stock status (regularly stocked in three to four major warehouses). An example of a trade edition would be: 1414 Deadly Sin by James Patterson, ISBN: 9780316404021. If. Juvenile Trade Hardcover Editions (J) High demand, juvenile materials from widely distributed publishers designed for the general consumer, usually dealing with a subject matter having broad mass appeal. These titles are typically released in hardback and can be either fiction or current non-fiction. Publisher promotionallmedia expenditures and print runs are customarily higher for these titles than for most others. Inventory is maintained with preferred stock status (regularly stocked in three to four major warehouses). An example of a trade edition would be: Are You Ready to Play Outside by Mo Willems, ISBN: 9781423113478. 111. Adult Quality Paperback Editions (B, C) High demand paperback materials from widely distributed publishers, other than the standard rack size paperback, typically found in bookstores and other retail outlets. Inventory is maintained with preferred stock status (regularly stocked in three to four major warehouses). An example of a quality paperback would be: The Boys in the Boat by Daniel Brown, ISBN 9780143125471. IV. Juvenile Quality Paperback Editions (G) High demand, juvenile paperback materials from widely distributed publishers, other than the standard rack size paperback, typically found in bookstores and other retail outlets. Inventory is maintained with preferred stock status (regularly stocked in three to four major warehouses). An example of a quality paperback would be: Tuck Everlasting by Natalie Babbitt, ISBN: 9780312369811. V. Mass Market Paperback Editions (P) A standard rack size paperback typically found in bookstores or other retail outlets. An example of a mass market paperback would be: The Cl of Ember by Jeanne Duprau, ISBN: 9780375822742. VI. Single Edition Reinforced (R) A high quality binding designed to provide a long shelf life in a heavy use environment. Although the binding is fanned and glued it may not be sewn, which is typically found in the publisher library edition. Subject content can include both fictional and non-fiction works appealing to juveniles as well as adults. These bindings are identified by the publisher to Baker & Taylor. An example of a single edition reinforced binding would be: Because of Winn Dixie by Kate DiCamillo, ISBN 9780763650070. VII. Publisher Library Editions (Z) Fiction as well as non-fiction materials appealing to both juveniles and adults, designed with the rugged durability required of the environment typically found in a library setting. Publisher Library Editions are traditionally of the highest quality, usually fanned, sewn and glued to provide the greatest possible shelf life of any binding. These bindings are identified by the publisher to Baker & Taylor. An example of a publisher library edition would be: Curious George Visits the Library by Margaret Rey, ISBN: 9781599614199. VIII. University Press Trade Editions (A)(may include some spoken word audio materials) This category would include any University Press Trade Editions, both adult and juvenile, and are subject to publisher reclassification. An example of a university press trade edition would be: Alexander McQueen: Savage Beauty by Andrew Bolton, ISBN: 9780300169782. IX. Text, Technical, Reference, Small Press and/or Titles of Limited Demand (S X N L M V T U W Letter 0 1 4 S. 6 7 8t Category of materials Includes, but is not limited to, text, technical, reference, professional medical, small press, and some university press titles (excluding University Press Trade Editions). It includes titles purchased from publishers on a non -returnable basis, those publishers that extend little discount to Baker & Taylor, and publishers whose titles have limited sales volume based upon a semi-annual review. It Includes individual titles which do not qualify for preferred stock status (based upon a quarterly review) and individual titles which qualify for preferred stock status, but have limited demand (calculated over a rolling 12 month period). Additionally, any publisher which is not in compliance with some of Baker & Taylor's purchasing requirements could be in this category. Materials in this category are both adult and juvenile, may be of any binding and may include some spoken word audio materials. Examples within this category would be: The Merck Index, ISBN: 9781 84973 6 701, Strategies That Work, ISBN: 9781571104816, Beauty and the East ISBN: 9781566563871, Generals of the Bulge: Leadership in the U.S. An Vs Greatest Battle ISBN 9780811711999, Frankie Works the Night Shif, ISBN 9780060090951, and Floods, ISBN 9781624030031 X. Imported English and Non-English Language Editions (F.K.31 Titles produced and distributed outside of the domestic US. These titles may be of any binding type and represent various publishers. An example would be EI Angel Caldo by Nalini Singh, ISBN 9788490625224. XI. Enhanced Service Program Titles (YIQ) This category includes materials where Baker & Taylor receives no discount from the publisher, or prepayment is required by the publisher, or publishers which have restrictions on returns, or books of small or non-commercial publishers with limited sales volume based upon a semi-annual review. Any publisher which Is not in compliance with Baker & Taylor's purchasing requirements would be in this category. Materials in this category may be of any binding. These titles will receive no discount and are subject to a service charge. An example within this category would be: Business Income Coverage Guide, ISBN: 9781941627532. XII. Spoken Word Audio (H) Materials designed for the general consumer, usually dealing with a subject matter having broad mass appeal. These titles can be either fiction or current non-fiction. An example of a spoken word audio edition would be: The Complete Sherlock Holmes by Sir Arthur Conan Doyle ISBN: 9781491542286. XIII. Board Books (I) Durable materials from widely distributed domestic publishers designed for young children: pages are manufactured of heavy gauge cardboard to prevent tearing. These editions typically feature few pages, simple themes and colorful Illustrations or photographs. An example of a board book would be: Runaway Bunny by Margaret Wise Brown, ISBN: 9780061074295. XIV. Novelly Items/Activity Books (1) Specially packaged gift set or novelty item related to a book product or attached as an accessory to a book product. These items would include a book with toy, rag books, washable cloth books, books with accessories or kits, electronic sound books, sficker books, tracing books or coloring books. This category also includes any non -book merchandise such as model kits, hobby kits, flash cards or jigsaw puzzles. An example of an item in this category would be: Very Hungry Caterpillar Cookbook & Cookie Cutters Kit by Lara Starr, ISBN 9781452125527. XV. Special Programs (D and E as' d'cated'n the Discount Terms and Conditions of aalei Programs, formats, or editions offered only by Baker 8, Taylor or not included in any other category. These programs include but may not be limited to Paw Prints, FollettBound and Turtleback editions. Examples of items in this category would be: Clifford's Valentines Day by Norman Bridwell, ISBN 9781435201736 (PawPrints prebound edition) and Junie B. Jones is Captain Field Day by Barbara Park, ISBN 9780613337670 (Turtleback prebound edition) ENHANCED SERVICES PROGRAM Baker & Taylor is pleased to offer a service that will save your library time and money when procuring titles from small and hard to find publishers. By utilizing B&T's vast publisher and title database, the library can purchase a wide variety of low demand and small print run titles from associations and limited edition, prepayment, and non -returnable publishers. Baker & Taylor's Enhanced Services Program provides the library with access to millions of active book titles representing over 66,000 imprints. This breadth of coverage is greater than that of any other book industry wholesaler. The "ESP" program builds on B&T's already outstanding publisher relations by: ➢ Expanding our vendor relations team responsible for the follow-up of all publisher orders, improving the speed of delivery of all titles to the library; ➢ Widening our publisher base to include hundreds of small non-commercial publishers formerly considered apply direct by the book industry; and ➢ Increasing our reporting capabilities by providing order status reports for 100% of all titles not yet published and by supplying anticipated publication release dates for all out of stock items. This category includes material where Baker & Taylor receives no discount from the publisher or prepayment is required by the publisher or books of small, limited in demand and/or non-commercial publishers. Any publisher which is not in compliance with Baker & Taylor's purchasing requirements would be in this category. Materials in this category may be of any binding. These titles will be invoiced at list price plus $4.95/unit service charge. For libraries concerned about purchasing these types of titles, B&T's TitleSource 360T" for Windows can assist the librarian in researching a particular item's category and format. Surcharge titles will appear with a Y or Q in the discount code field. Additionally, you may contact your Customer Service representative or Information Services via phone, fax, or email (btinfo@baker-taylor.com) to determine surcharge titles before placing an order. As a convenience to the library, B&T can exclude these titles from all orders by adjusting your account profile setup. Please contact your Customer Service Representative for additional information. RETURNS POLICY ffrBAKER&TAYLOR A Follett Company INSTITUTIONAL RETURNS (Revised July 2015) The following guidelines are required to ensure prompt handling of your return. All product returns (excluding Book Leasing programs) require prior authorization from a Customer Service Representative. You may contact your appropriate representative via the toll-free number listed on your packing list. How to Obtain Return Authorization Please use the Return Authorization Form from your shipment's packing list to make all returns. Contact your Customer Service Representative for return authorization. All claims must be made within 45 days from the date of invoice. When calling for return authorization, please have the following information available: A. Return Authorization Form B. Your account number and ATS# from the shipment's packing list (located mid -page under the Return Authorization Form explanation) C. Reason for the claim/return D. Action being requested - 1 . Replacement of product 2. Credit to your account; no replacement product necessary 2. Your Customer Service Representative will assign your return an authorization number (RTA#). To expedite the process, please clearly mark the RTA# on the Return Authorization Form and on the outside of the carton in the upper right corner from the shipping label. 3. Make your return via an insured and traceable carrier; Baker & Taylor is not liable for returns lost in transit. 4. Products incorrectly shipped by Baker & Taylor may be returned with authorization within 45 days of the product's date of invoice. Product(s) meeting the definition of Publisher defective may be returned with prior authorization within six months of the product's date of invoice. Products purchased with value-added processing services which have been shipped as ordered are considered non -returnable. DAMAGED SHIPMENTS: If you receive a damaged carton(s) which resulted in damaged product(s), please hold the product(s) and save the carton for Carrier inspection. If the damage is visible at the time of delivery, bring it to the Carrier's attention and note it on the Bill of Lading. Then, contact your Baker & Taylor Customer Service Representative via the toll-free number listed on the packing list. CLAIMING SHORTAGES: Please check your packing list or invoice before claiming shortages. All claims must be made within 45 days from the product's invoice date. Please ensure you have received all cartons of a shipment prior to signing for receipt from the Carrier. Cartons you have signed for as received from the Carrier are not claimable as shortages from Baker & Taylor. INTERNATIONAL CUSTOMERS ONLY: For information on making returns of damaged, defective, or incorrect products, please contact your local International Sales Office or our International Customer Service Department(international librarycustomerservice(d)baker-tavlor.com). You may also refer to the website All returns should be sent to: Baker & Taylor Returns Center Department R 251 Mt. Olive Church Road Commerce, GA 30599 AV RETURNS � (Revised June 2016) g r B A K E R &TAYLOR SCENE & HEARD AN A Follett Company Library & Education Account AudioNideo Product Returns Policy The following guidelines are required to ensure the prompt handling of your Audio / Video (AV) returns; Music CD, DVD, Blu-ray and 4k disc product. Note; Vinyl product is not returnable, per manufacturer's policies, and is a "one way" sale. All Music CD, DVD, Blu ray and 4K disc AV product returns (excluding DVD/BD lease return product - please contact AV Customer Service for separate return procedures for your DVD/BD Lease program product) require prior return authorization from an AV Customer Service Representative. Please contact your AV Customer Service Rep at 800.775-1700. How to Obtain Return Authorization Contact your AV Customer Service Representative for return authorization numbers. All claims must be made within 45 days of invoice date. 1. When calling for return authorization, please have the following information available: A. Your account number and invoice #s B. Reason for the claim/return C. Action being requested - 1. Replacement of product (defective return will receive a replacement of the same title) 2. Credit to your account; no replacement product necessary for mis-ships 3. Overstock return credit requires Customer Service Mgr and Sales Mgr approval 2. Your AV Customer Service Representative will assign your return an authorization number (RA#). To expedite the process, please clearly mark the RA# on the outside of the carton in the upper right corner from the shipping label and on inserted documents. 3. Ship your return via an insured and traceable carrier; Baker & Taylor is not liable for returns lost in transit. 4. Products incorrectly shipped by Baker & Taylor requires an autorization to be returned. Product should be returned within seven days of invoice date; must be returned within 45 days of the product's invoice date. Product(s) meeting the definition of a Manufacturer's defective may be returned with a prior authorization. Products purchased with value-added processing services which have been shipped as ordered are considered non -returnable, unless disc is defective. In which case a replacement of same title will be sent (multi disc sets require all discs to be returned). DAMAGED SHIPMENTS: If you receive a damaged carton(s) which resulted in damaged Audio/Video product(s), please hold the product(s) and save the carton for Carrier inspection. If the damage is visible at the time of delivery, bring it to the Carrier's attention and note it on the Bill of Lading. Then, contact your Baker & Taylor AV Customer Service Rep via the toll-free number above. CLAIMING SHORTAGES: Please check your packing list or invoice before claiming shortages. All claims must be made within 15 days from the product's invoice date. Please ensure you have received all cartons of a shipment prior to signing for receipt from the Carrier. Cartons you have signed for as received from the Carrier are not claimable as shortages from Baker & Taylor. All returns with RA# should be sent promptly to: Baker & Taylor Returns Center Dept. R 251 Mt. Olive Church Road Commerce, GA 30599 Questions? Contact your B&T AV Customer Service Rep (800.775-1700) Email via AVlnfo(a Baker-Tavlor.com or LibrarvA/Vcustomerserviceabaker-tavlor.com Baker & Taylor AN Sales 800.775-2600 x2050 IIIA BAKER&TAYLOR CL(S A Follett Company . oa,i.d kb,m95rnmxa u" p Bak- &Taylor NOTICE OF PRICING PROPOSAL ACCEPTANCE Burlingame Public Library Proposal Date: June 29, 2017 FOR: PRICING FOR PRINT, AV, & SPOKEN WORD MATERIALS CLS is committed to providing services to our customers at a level that meets or exceeds their requirements. We have learned through our experience with many successful projects that the key to this high level of service is a mutual understanding of the requirements of both parties involved. Please carefully review the pricing and services noted above. If you approve, please notify us by signing and returning a copy of this acceptance page to the address below. Based on your agreement to the pricing and discounts contained in this proposal and the information gathered during our discovery process, we will proceed with a plan to provide the requested services of the Burlingame Public Library. This pricing agreement is contingent upon mutual approval of all services and pricing by both the library and Baker & Taylor, LLC., and will remain in effect for the period of one year after the agreement date. Pricing and Discounts provided in this agreement are subject to an annual review by the library and Baker & Taylor, at which time, upon mutual consent, this agreement may be renewed for an additional year. CLS reserves the right to negotiate price and/or discount adjustments should the library make changes at any time throughout the duration of the project. Signature: Burlingame Public Library 480 Primrose Road Burlingame, CA 94010 Title: Date: Please forward to my attention at the address, or email indicated below: Baker & Taylor LLC. Customized Library Services 2550 West Tyvola, Suite 300 Charlotte, NC 28217 Fax: 704-998-3308 Email: CLSINFOna baker-tavlor.com ame: Jeffrey W. McDaniel Title: Vice resident, CLS & International Public Library BURLS ` STAFF REPORT AGENDA NO: �$(, IRVr! MEETING DATE: July 3, 2017 To: Honorable Mayor and City Council Date: July 3, 2017 From: Lisa K. Goldman, City Manager — (650) 558-7243 Subject: Adoption of a Resolution Affirming the City of Burlingame's Commitment to Diversitv and Inclusion RECOMMENDATION Staff recommends the City Council adopt the attached resolution affirming the City's commitment to diversity and inclusion. BACKGROUND Several months ago, Councilmember Beach recommended that the City Council consider a future agenda item related to the City affirming its commitment to diversity and inclusion. Mayor Ortiz, who supported the concept, subsequently appointed an ad hoc Council subcommittee to work with staff on such a resolution. DISCUSSION In crafting the resolution before the City Council, the ad hoc subcommittee.of Mayor Ortiz and Councilmember Beach reviewed resolutions adopted by the Cities of Belmont and South San Francisco, among others. The resolution before the City Council for adoption affirms the City's commitment to and embrace of diversity and inclusion and its rejection of prejudice and bigotry. FISCAL IMPACT There is no fiscal impact associated with the adoption of this resolution. Exhibit: Resolution 1 RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME AFFIRMING THE CITY OF BURLINGAME'S COMMITMENT TO DIVERSITY AND INCLUSION WHEREAS, recent events throughout the country and around the world have caused members of the Burlingame community to have a heightened sense of fear and uncertainty; and WHEREAS, the City of Burlingame wants to reassure its residents and visitors that Burlingame is a community that celebrates diversity and inclusion; and WHEREAS, Burlingame is a safe place for everyone, including vulnerable communities, regardless of race, ethnicity, disability, gender identity, sexual orientation, religion, socioeconomic status, immigration status, or country of origin; and WHEREAS, the City of Burlingame will not tolerate any prejudice, racism, bigotry, hatred, bullying, or violence towards any groups within our community; and WHEREAS, the City of Burlingame rejects any attempt to intimidate, threaten, or otherwise marginalize members of our community; and WHEREAS, the City values all residents regardless of where they are from, whom they love, how they worship, how they look, their abilities, or how they vote; and WHEREAS, the City of Burlingame encourages all of its residents and visitors to celebrate each other's differences and learn from one another. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Burlingame affirms its commitment to promoting and nurturing a diverse, supportive, inclusive, and protective community. BE IT FURTHER RESOLVED that the City Council of the City of Burlingame makes the following statements in furtherance of the intent of this resolution: 1. The City recognizes, values, and will proactively work to promote diversity and inclusion within Burlingame. 2. The City will honor the rights of everyone in Burlingame, regardless of religion, race, nationality, country of birth, immigration status, disability, gender, sexual orientation, or gender identity. 3. The City does not tolerate discrimination, hate crimes, harassment, or assault. 4. The City rejects prejudice and bigotry in all forms, including, but not limited to, Islamophobia, anti-Semitism, racism, nativism, misogyny, and homophobia. 5. The City will promote safety, a sense of security, and equal protection of constitutional and human rights. Mayor Ricardo Ortiz I, Meaghan Hassel -Shearer, City Clerk of the City of Burlingame, do hereby certify that the foregoing Resolution was adopted at a regular meeting of the City Council held on the 3rd day of July, 2017, by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: City Clerk STAFF REPORT AGENDANO: 8m a MEETING DATE: July 3, 2017 To: Honorable Mayor and City Council Date: July 3, 2017 From: Sigalle Michael, Sustainability Coordinator — (650) 558-7261 Subject: Adoption of a Resolution Expressing Support for the Paris Climate Agreement and Authorizing the City to Join the Climate Mayors Network RECOMMENDATION Staff recommends that the City Council adopt a resolution in support of the Paris Climate Agreement and join the Climate Mayors Network. BACKGROUND On June 1, 2017, President Trump withdrew the United States from the Paris Climate Agreement. The Paris Agreement is an agreement among countries to limit greenhouse gases (GHG) to combat climate change. The Paris Agreement was adopted by consensus among 196 parties in December 2015, in Paris, as part of the 21s' Conference of the Parties of the United Nations Framework Convention on Climate Change. The purpose of the Agreement is to limit the increase in the global average temperatures to below 2 degrees Celsius. Under the non-binding agreement, each country agreed to determine, plan, and regularly report its GHG emission reductions. In response to President Trump's action, cities and states have demonstrated their support for the Paris Agreement by adopting resolutions committing to adopt, honor, and uphold the Paris Agreement. While the Paris Agreement is not targeted to cities, cities play a large role in reducing GHG emissions. Cities are choosing to support the Paris Agreement as a symbolic gesture of their commitment to continue reducing GHG emissions and address climate change. The Mayors National Climate Action Agenda (known as the Climate Mayors Network, http://www.climate-mayors.oro/) is leading city participation in supporting the Paris Agreement. The Climate Mayors Network is a mayor -to -mayor network headed by Mayor Garcetti of Los Angeles. Member cities pledge to: develop a greenhouse gas inventory; set near and long term greenhouse emission targets; and develop a climate action plan. Burlingame implemented these steps through the City's 2009 climate action plan effort and current climate action plan update as part of the City's general plan update. 0 Paris Agreement July 3, 2017 Over 300 cities around the country have adopted resolutions in support of the Paris Agreement and signed on to the Climate Mayors Network. Locally, the following cities have taken, or are currently considering, similar actions: Brisbane, Menlo Park, Millbrae, Palo Alto, Portola Valley, San Carlos. and San Mateo. There are other ongoing efforts related to climate change that cities are joining and may have been brought to Council's attention. They include, but are not limited to: - Environment California, a non-profit based in Los Angeles, is requesting that cities sign a letter of support for their SB 100 campaign. SB 100 would mandate the state to generate 100% of its electricity from renewable sources by 2045. No local cities have joined the effort to date, http://www.environmentcalifornia.org/home - The Sierra Club's Mayors for 100% Clean Energy is a national initiative calling mayors to support a vision of 100% renewable energy. Close to 100 cities have joined; local cities include Daly City, Portola Valley, Palo Alto, and San Jose. - The cities of Brisbane and Palo Alto released open letters on social media sites announcing their commitment to climate action. Joining the Climate Mayors Network and supporting the Paris Agreement by resolution would enhance and affirm the City's ongoing climate action efforts, which include: - Updating Burlingame's climate action plan as part of the City's general plan update. The updated climate action plan will align with the state's GHG emission reduction targets and contain numerous GHG reduction strategies. - Joining Peninsula Clean Energy and opting up to 100% renewable energy for all of the City's electricity accounts. - Installing electric vehicle charging stations and pursuing additional electric vehicle charging station opportunities for City staff and the community. - Assisting local businesses in sustainability and reducing GHG emissions. - Preparing a sustainability plan for City operations with numerous strategies including: developing a zero waste guide for city operations and public and private events at City facilities; enhancing energy efficiency; and improving water conservation for indoor use and irrigation. Staff recommends adopting the proposed resolution expressing the City's support for the Paris Agreement and authorizing the City to join the Climate Mayor's Network. FISCAL IMPACT None. Exhibit: Resolution 2 4 RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME EXPRESSING THE CITY'S SUPPORT FOR THE PARIS AGREEMENT AND AUTHORIZING THE CITY TO JOIN THE CLIMATE MAYORS NETWORK WHEREAS, consensus exists among the world's leading climate scientists that global warming caused by greenhouse gas (GHG) emissions from human activities is among the most significant problems facing the world today; and WHEREAS, documented impacts of global warming include, but are not limited to, increased occurrences of extreme weather events (e.g. droughts and floods), adverse impacts on ecosystems, demographic patterns and economic value chains; and WHEREAS, the State of California has a mandated statewide reduction of GHG emissions to 80% below 1990 levels by 2050; and WHEREAS, the Paris Agreement resulted in a commitment from almost every nation to take action and enact programs to limit global temperature increase to less than 2 degrees Celsius, with an expectation that this goal would be reduced to 1.5 degrees in the future. NOW THEREFORE, BE IT RESOLVED that the City Council of the City of Burlingame: 1. Affirms its commitment to reducing GHG emissions through implementation of a Climate Action Plan; 2. Joins other US cities in the Climate Mayors network in adopting and supporting the goals of the Paris Agreement; and 3. Commits to exploring the benefits and costs of adopting policies and programs that promote the long-term goals of GHG emission reduction while maximizing economic and social co -benefits of such action. Ricardo Ortiz, Mayor I, Meaghan Hassel -Shearer, City Clerk of the City of Burlingame, do hereby certify that the foregoing Resolution was introduced at a regular meeting of the City Council held on the 3rd day of July, 2017, and was adopted thereafter by the following vote: AYES: Councilmembers: NOES: Councilmembers: ABSENT: Councilmembers: Meaghan Hassel -Shearer, City Clerk STAFF REPORT AGENDA NO: 8n a MEETING DATE: July 3, 2017 To: Honorable Mayor and City Council Date: July 3, 2017 From: Margaret Glomstad, Parks and Recreation Director — (650) 558-7307 Subject: Approval of Parks and Recreation Management Analyst's Out -of -State Travel Staff recommends that the City Council approve the Parks and Recreation Management Analyst's out-of-state travel to attend the Cartegraph National Conference in Denver, Colorado from October 10 —13, 2017. BACKGROUND This conference is related to the implementation of the computerized operations and maintenance management system. The Parks & Recreation Department will begin implementing the Computerized Maintenance Management System (CMMS) software from Cartegraph for Parks Division maintenance operations in FY 2017-18 to manage operations and maintenance activities. This includes scheduling routine preventative maintenance tasks, responding to customer service requests and emergencies, reporting data, and tracking and monitoring service trends and costs. The migration for the Parks Division to the Cartegraph software will present unique challenges in training Parks Division staff, integrating the new software and setting -up recurring requests. DISCUSSION The Parks and Recreation Management Analyst is responsible for the management and implementation of Cartegraph for the Parks and Recreation Department. The conference will offer training and learning opportunities about the Cartegraph system that will be helpful in learning how to manage Cartegraph. The conference will also provide opportunities for the Analyst to network with peers and learn about trending and emerging technologies across the country. This will also help staff maximize utilization of the software system capabilities to improve efficiencies. Benefits to the Department include: 1. Elimination of reliance on paper work orders since all work is assigned electronically and completed in the field on mobile devices in real-time. This makes information available quickly for decision making purposes and tracking progress. 2. Modern graphical map -centric user interface that is easier to use and understand. 3. Automatically synchronizing with the City's GIS database, which contains the inventory of 1 Approval of Parks and Recreation Management Analyst's Out of State Travel July 3, 2017 all infrastructure maintained by the Department. 4. Easier integration with other software, such as the City's Access Burlingame app due to its modern open architecture. 5. Access to information from anywhere at any time, with no expensive hardware to purchase or maintain since it is a hosted web -based system. FISCAL IMPACT The registration fee for the conference is $995 and includes three days of conference events. The cost of airfare and lodging is estimated to be $1,300, for a total cost of $2,295. Funding for this training is available in the Department's operating budget. Exhibit: Cartegraph Software Literature and Conference Information 2 Eventbrite OCT 10 BROWSE EVEN. HELP Cartegraph National Conference by Cartegraph $795— $995 Q Cartegraph National Conference `J Tue, Oct 10, 2017, 6:00 PM — Fri, Oct 13, 2017.1:30 PM MDT SIGN LOG UP IN CREATE EVENT $795— $995 2 DATE AND TIME Tue, Oct 10, 2017, 6:00 PM — Fri, Oct 13, 2017,1:30 PM MDT Add to Calendar O LOCATION Sheraton Denver Downtown Hotel 1550 Court Place Denver. CO 80202 View Map POj FRIENDS WHO ARE GOING 01111 Connect to Facebook 2 DESCRIPTION You asked for it. Now it's back. The Cartegraph National Conference has returned, and we're determined to make it bigger and better than ever. You're in for three incredible days in Denver, with one-on-one training, individualized consulting, 60+ new sessions, and learning from 300+ users like you. Everyone's going to be there, including your Cartegraph OMS and Navigator colleagues from across our nation's cities, counties, parks, water departments, and more. Your conference registration includes: • Complimentary lunch each day of the conference, October 11-13, 2017. • Complimentary reception Wednesday, October 11, 2017, with entertainment, free appetizers, and beverages. Conference accommodations: • A special conference rate of $209/night at the Sheraton Downtown Denver available October 8 -October 14, 2017. • Complimentary breakfast each day of the conference, October 11-13, 2017, for attendees booked overnight at the Sheraton Downtown Denver. Introducing the Cartegraph National Conference Learning Tracks From city manager to administrative associate, GIS coordinator to field worker, you're going to leave the Cartegraph National Conference with the ideas and skills you need to be more effective and efficient. We've created four learning tracks to tailor your experience and ensure we're focusing on the challenges, approaches, and case studies, that matter to you most. Management Track Designed for directors and managers, this track will equip you with the big ideas and best practices you need to keep your organization running smoothly, effectively manage your budget, and drive your staff toward success. Take advantage of sessions like: • Improving Constituent Engagement with ArcGIS + Cartegraph • Arming Yourself with Data for Council Meetings • Play to Win: Building a High-performance Team • How to Handle a Natural Disaster with Confidence Champion Track This track is perfect for the Cartegraph power users and admins out there that make our software "come alive:' Not only will you have a chance to earn a special certification throughout the conference, you'll learn the ins -and -outs, tips, and best practices you need to streamline your organization's day-to-day operations with confidence. Attend sessions such as: • Building the Reports Your Organization Needs • How to Check the Health of Your Cartegraph Data • Admin 302: Setting Up Proactive Work Plans • Get Connected: Integration Best Practices Tech Track Designed for GIS and IT professionals, these detail -oriented and analytical sessions will provide you with the approaches and skills you need to keep on top of the latest technical advances, and ensure smooth transitions with our latest products, services, and partner implementations. Join us for sessions like: • Performing Your Own GIS Health Checks • Best Practices for Integrating Cartegraph with GIS • Smart City: How to Consolidate Your Technology • Be Prepared: Cartegraph + GIS for Flood Management 11..... T-1, VJcl 1141 n Are you a field worker or an office staff member who relies on Cartegraph every day? Then follow this track to learn the skills, tips, and best practices you need to confidently use Cartegraph to get your work done faster and eliminate the paperwork. Join us for topics like: • Cartegraph Hacks: Office Tips and Tricks • On the Move: Finding Efficiencies in the Field • Work Smarter, Not Harder: Setting (and Hitting) Crew Goals • When Disaster Strikes: How You Can Help Conference Cancellation Policy: Cancellations received after Friday, September 8, 2017, will forfeit 50% of their registration fee. Confirmed registrants who do not participate or who cancel after Friday. September 22, 2017 will forfeit their entire registration fee. Substitutions for registrants can be made at any time. Cartegraph reserves the right to cancel any event or training if the minimum registration is not met. If Cartegraph cancels an event, registration fees will be refunded. Please provide any registration adjustments and other inquiries to Damian Waid at damianwaid@cartegraph.com. ID TAGS ( Things To Do In Denver, CO i ( Conference 'I (,.Science & Tech --------------s T SHARE WITH FRIENDS 00000 DATE AND TIME Tue, Oct 10, 2017, 6:00 PM — Fri, Oct 13, 2017,1:30 PM MDT Add to Calendar LOCATION Sheraton Denver Downtown Hotel 1550 Court Place Denver, CO 80202 View Map FRIENDS WHO ARE GOING 01111 Connect to Facebook Cartegraph Organizer of Cartegraph National Conference e0 cartegraph cartegraph Founded in a basement in 1994 with four employees, Cartegraph develops software for forward - thinking cities, counties, and agencies. Designed to protect your $1 billion investment in public infrastructure, Cartegraph technology is built for public works, parks, pavement, signs, sewers, storms, and everything in between. By tracking the condition of your assets and managing the resources required to maintain them, Cartegraph empowers you to spend money smarter and run your city more efficiently. For more information, please visit www.cartegraph.com. PROFILE CONTACT Use Eventbrite How it Works Pricing Community Guidelines Plan Events Online Registration Sell Event Tickets Event Management Software Find Events Browse Local Events Get the Eventbrite App Connect With Us Report This Event Help Center Terms Privacy Community Guidelines E aSTAFF REPORT AGENDA NO: 80 MEETING DATE: July 3, 2017 To: Honorable Mayor and City Council Date: July 3, 2017 From: Lisa K. Goldman, City Manager — (650) 558-7243 Subject: Approval of City Manager's Out -of -State Travel RECOMMENDATION Staff recommends that the City Council approve the City Manager's out-of-state travel. The 103rd International City -County Management Association's (ICMA) annual meeting will be held in San Antonio October 22-25. The City Manager has been a member of ICMA for many years and tries to attend the annual conference periodically. This year's conference includes such sessions as: Building and Developing Public Trust through the Budget, Public -Private Partnerships in Local Government Service Delivery, Smart and Sustainable Infrastructure, and Developing the Public Workforce of the Future. The registration fee for the conference is $665. In order to reduce the costs of attending the conference, the City Manager will share a hotel room with a colleague from another jurisdiction. Airfare is expected to be between $400 and $500. FISCAL IMPACT Sufficient funds have been budgeted in the City Manager's Office's travel, conference, and meetings account for attendance at this conference. 1 STAFF REPORT AGENDA NO: 8p a MEETING DATE: To: Honorable Mayor and City Council Date: July 3, 2017 From: Carol Augustine, Finance Director — (650) 558-7222 Subject: Approval of Investment Policy for Fiscal Year 2017-18 RECOMMENDATION July 3, 2017 Staff recommends that the City Council approve the Investment Policy for the City of Burlingame. BACKGROUND The investment of funds by a California local agency, including the types of securities in which an agency may invest, is governed by the California Government Code. The law requires that the legislative body of each agency adopt an investment policy, which may add further limitations than those established by the State. In addition, an agency's investment policy must be reviewed annually, and any changes must be adopted at a public meeting. Three years ago, the City's Investment Policy was totally revamped with guidance provided by the Government Finance Officers' Association, the Association of Public Treasurers of the United States and Canada, and the California Municipal Treasurers Association. The result was a clear, robust, and efficient policy that conformed to best industry practices. Since that time, Finance staff and the City's investment advisors, PFM Asset Management (PFM), have reviewed the City's Investment Policy on an annual basis. The policy was last reviewed by the City Council on July 5, 2016. DISCUSSION Staff has again been assisted by PFM in reviewing the City's Investment Policy for fiscal year 2017-18. The review resulted in the attached memo from PFM, which outlines the recommended changes; staff concurs with these changes. While most of the changes are minor, a few of the more notable changes are recommendations to: Assign minimum credit ratings of A and A-1 to negotiable CDs and municipal securities. Previously, there were no minimum credit ratings assigned to these categories, but PFM recommends assigning minimum credit ratings to these securities to be consistent with the minimum credit standards for other credit -sensitive instruments, such as corporate notes and commercial paper. PFM only buys A/A-1 rated negotiable CDs and munis, so this change would not impact the way the portfolio is managed. Rather, these changes would serve to codify the applicable standards into the City's policy. FI Investment Policy, 2017-18 July 3, 2017 Make it clear that money market funds used by the City must maintain a stable $1.00 NAV (net asset value). New money market reform regulations went into effect in October 2016 which mandated that prime money market funds will now have a floating NAV, which would make accounting very difficult. Because of this, most public agencies are no longer using prime money market funds. At this time the City has no money market funds in its portfolio. More accurately reflect the performance benchmarking procedure currently in place for the City's portfolio. FISCAL IMPACT None of the Investment Policy changes recommended will necessitate a change to the City's current portfolio composition. As revised, the Investment Policy continues to support the City's overall investment strategy, providing a portfolio that is safe, diversified, and has lower volatility than comparable market benchmarks. Exhibits: • PFM Memo regarding review of Burlingame Investment Policy • Investment Policy (redlined) • Investment Policy (proposed) 0 pfm June 14, 2017 Memorandum To: Caroline Augustine, Finance Director City of Burlingame From: Lesley Murphy, Senior Managing Consultant Meghna Purkayastha, Analyst PFM Asset Management LLC Re: Investment Policy 2017 Review We have completed our annual review of the City's Investment Policy (the "Policy'). As written, the Policy is in compliance with the sections of the California Government Code (the "Code") that govern the investment of public funds. However, we are recommending several changes to the Policy that are mostly minor and serve to strengthen the Policy by adding additional credit and sector allocation limitations in several areas, by adding additional clarity, and/or by making the Policy easier to read. None of these recommended changes would have a material impact on the way the City's portfolio is currently managed, nor would the adoption of any of these recommended changes necessitate a change to the City's current portfolio composition. We have provided a marked -up version of this Policy for your review, and we have summarized our changes below. Authorized Financial Dealers and Financial Institutions We recommend editing the last sentence in this section to read, "Purchase and sale of securities will be made on the basis of competitive bids and offers with a minimum of three quotes being obtained, where practicable." While it is always recommended to obtain at least three quotes where possible, there are some instances where it will not be possible to obtain three quotes. This most often occurs in the case of new issue securities. Acceptable Investment Instruments Downgrade Procedures We recommend making it clear that, "If an investment's credit rating falls below the minimum rating required at the time of purchase, the Finance Director/Treasurer or his/her designee will perform a timely review and decide whether to sell or hold the investment." Adding the italicized language makes it clear that a designee of the Finance Director/Treasurer (e.g., an external investment advisor) may also assume responsibility for performing a timely review and deciding whether to sell or hold the downgraded investment. Recent Revisions to the Code Language Related to Minimum Credit Rating Criteria We recommend that the City update the credit rating language used in the Policy to reflect a recent revision to California Government Code Sections 53601 at. seq., the sections of Code which govern the investment decisions of all public agencies. Senate Bill 974, which took effect on January 1, 2017, modified Code Sections 53601 at seq. to clarify that the Code's rating requirements specify the minimum credit rating category required at purchase, without regard to modifiers (e.g., "+" or "" or 1,2,3"). This Code change simply codified the credit rating interpretation already used by most public agencies, including the City. It did not change the minimum ratings required by the Code for the different investment types. This revision applies to all of the Policy's sections that specify a credit rating requirement for purchase. Additional Credit Quality Requirements While not required by Code, we recommend that the City consider establishing minimum credit quality requirements in the category of "A" and/or "A-1", for both municipal securities and negotiable certificates of deposit. These recommended minimum credit quality requirements are consistent with the credit quality requirements established by Code for other credit -sensitive instruments, such as medium-term notes and commercial paper. Additional Sector Allocation Limits While not required by Code, we recommend that the City establish a sector allocation limit of 30% to municipal obligations (subsections 3 and 4). Since municipal obligations in general are considered to be less liquid than some other investment types, this recommendation will serve to ensure adequate liquidity in the overall portfolio. Money Market Funds Historically, all money market funds were required to maintain a stable $1.00 net asset value (NAV), meaning that the funds were managed with a goal of ensuring the safety and stability of principal for an investor. This made money market funds a prudent cash management tool for public agencies. However, due to recent money market reform regulations, which went into effect in October 2016, some types of money market funds, including all institutional share classes of prime money market funds, must how have a 2 r*j floating (i.e., not stable) NAV. This means that it is now possible for investors to lose principal in some types of money market funds. For this reason, floating NAV funds are not a prudent cash management tool for public agency investors. Therefore, we are suggesting that the City add a clause into its Policy which mandates that eligible money market funds "maintain a constant daily net asset value (NAV) per share of $1.00:' Doing so would help to protect the safety of the City's principal investment in money market funds, should the City choose to invest in money market funds in the future Further, we recommend limiting exposure to any one money market fund to 10% of the City's portfolio, which is consistent with Code. Repurchase Agreements Previously, the language in the Policy stipulated that repurchase agreements must be governed by a master repurchase agreement adopted by the Public Securities Association. However, since the Public Securities Association has now merged with SIFMA (the Securities Industry and Financial Markets Association), we recommend that the City update the language in its Policy to stipulate that all repurchase agreements shall be governed by a SIFMA Master Repurchase Agreement, should the City choose to invest in repurchase agreements in the future. Performance Standards We recommend editing the language in this section to more accurately reflect the performance benchmarking procedures currently in place for the City's portfolio. While not required by Code, performance benchmarking is an industry best practice. Previously, the Policy stipulated that the market-based index used must have "the same type of sector and maturity requirements as the City's portfolio." However, we recommend incorporating more standard language regarding the use of an "appropriate market-based index, against which portfolio performance shall be compared on a regular basis." This language more accurately reflects the current performance benchmarking procedures in place for the City's portfolio, since the performance of the City's portfolio is compared to the performance an appropriate market-based index on a quarterly basis. Further, this change in language is more reflective of the fact that the sector allocation of the portfolio does change over time, reflective of market conditions, within Policy constraints. Other Recommendations We also made several additional minor suggested changes to several sections of the Policy, which are designed to bring more clarity and accuracy to the Policy and/or to bring it up-to-date with current industry -standard language or practices. We would be happy to discuss any questions regarding our recommended changes to the Policy. 4 � CIT � T BURLINGAME P xs6� CITY OF BURLINGAME, CA STATEMENT OF INVESTMENT POLICY July 20176 PURPOSE This statement contains guidelines for the prudent investment of the City's temporarily idle cash in accordance with Government Code sections 53600, et. seq. The ultimate goal of the City's Investment Policy is to protect the City's pooled cash while producing a reasonable rate of return on investments. SCOPE The Investment Policy applies to all funds and investment activities of the City except the investment of bond proceeds, which are governed by the appropriate bond documents, and any pension or other post -employment benefit funds held in a trust. PRUDENCE The standard of prudence to be used by investment officials will be the "prudent investor' standard, which states that, "when investing, reinvesting, purchasing, acquiring, exchanging, selling, or managing public funds, a trustee shall act with care, skill, prudence, and diligence under the circumstances then prevailing, including, but not limited to, the general economic conditions and the anticipated needs of the agency, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the agency." OBJECTIVES The primary objectives, in priority order, of the investment activities of the City are 1. SAFETY — Safety of principal is the foremost objective of the City of Burlingame. 2. LIQUIDITY — The City's portfolio will remain sufficiently liquid to enable the City to meet its cash flow requirements. It is important that the portfolio contain investments which provide the ability of being easily sold at any time with minimal risk of loss of principal or interest. Page 1 of 13 3. RETURN — The City's portfolio will be designed to attain a market rate of return through economic cycles consistent with the constraints imposed by its safety objective and cash flow considerations. DELEGATION OF INVESTMENT AUTHORITY Pursuant to Burlingame Municipal Code Section 3.13.040 and Government Code Section 53607, the Finance Director/Treasurer is authorized to invest and reinvest money of the City, to sell or exchange securities so purchased, and to deposit such securities for safekeeping in accordance with and subject to this investment policy. The City may engage the support services of outside investment advisors in regard to its investment program, so long as these services are likely to produce a net financial advantage or necessary financial protection of the City's financial resources. INVESTMENT PROCEDURES The Finance Director/Treasurer will establish investment procedures for the operation of the City's investment program. ETHICS AND CONFLICTS OF INTEREST Officers and employees involved in the investment process will refrain from personal business activities that could conflict with proper execution of the investment program, or which could impair their ability to make impartial decisions. AUTHORIZED FINANCIAL DEALERS AND INSTITUTIONS The Finance Director/Treasurer will maintain a list of financial dealers and institutions qualified and authorized to transact business with the City. The purchase by the City of any investment other than those purchased directly from the issuer, will be purchased either from an institution licensed by the State as a broker- dealer, as defined in Section 25004 of the Corporations Code, which is a member of the Financial Industry Regulatory Authority (FINRA), or a member of a federally regulated securities exchange, a national or state chartered bank, a federal or state association (as defined by Section 5102 of the Financial Code), or a brokerage firm designated as a Primary Government Dealer by the Federal Reserve Bank. The Finance Director/Treasurer will investigate all institutions that wish to do business with the City, to determine if they are adequately capitalized, make markets in securities appropriate for the City's needs, and agree to abide by the conditions set forth in the City of Burlingame's Investment Policy and any other guidelines that may be provided. This will be done annually by having the financial institutions: Page 2 of 13 1. Provide written notification that they have read, and will abide by, the City's Investment Policy. 2. Submit their most recent audited Financial Statement within 120 days of the institution's fiscal year end. If the City has an investment advisor, the investment advisor may use its own list of authorized broker/dealers to conduct transactions on behalf of the City. Purchase and sale of securities will be made on the basis of competitive bids and offers with a minimum of three quotes being obtained, where practicable. ACCEPTABLE INVESTMENT INSTRUMENTS Where this section specifies a percentage limitation for a particular security type, that percentage is applicable only on the date of purchase. Credit criteria listed in this section refers to the credit rating at the time the security is purchased. If an investment's credit rating falls below the minimum rating required at the time of purchase, the Finance Director/Treasurer or his/her designee will perform a timely review and decide whether to sell or hold the investment. The City will limit investments in any one non-government issuer, except investment pools and money market funds, to no more than 5% regardless of security type. Acceptable investments authorized for purchase by the Finance Director/Treasurer are: U.S. Treasury obligations for which the full faith and credit of the United States are pledged for the payment of principal and interest. 2. Federal agency or United States government-sponsored enterprise obligations, participations, or other instruments, including those issued by or fully guaranteed as to principal and interest by federal agencies or United States government-sponsored enterprises. 3. Obligations of the State of California or any local agency within the state, including bonds payable solely out of revenues from a revenue producing property owned, controlled or operated by the state or any local agency, or by a department, board, agency or authority of the state or any local agency that is rated in a rating category of "A;" or its equivalent.- or better by a nationally recognized statistical -rating organization (NRSRO). Purchases of the obligations described in this subdivision and in subdivision 4 (registered treasury notes or bonds of any of the other 49 states in addition to California) collectively may not exceed 30% of the City's portfolio. 4. Registered treasury notes or bonds of any of the other 49 states in addition to California, including bonds payable solely out of the revenues from a revenue- producing property owned, controlled, or operated by a state, or by a department, Page 3 of 13 board, agency, or authority of any of these states that is rated in a rating category of "K" or its equivalent- or better by an NRSRO. Purchases of the obligations described in this subdivision and in subdivision 3 (obligations of the State of California or any local agency within the state) collectively may not exceed 30% of the City's portfolio. 5. Bankers' Acceptances with a rating of the highest ranking or highest letter and number ratingas provided for b an Rat eRall n;,oa c`.e'.:c`.:cz!-Fath^^ P Y cc�...�.... a9aRizaten (NRSRO). Purchases of bankers' acceptances may not exceed 180 days. No more than 40% of the City's portfolio may be invested in bankers' acceptances. 6. Commercial Paper of "prime' quality of the highest ranking or of the highest letter and number rating as provided for by a NRSRO. The entity that issues the commercial paper must meet all of the following conditions in either paragraph a or paragraph b: a. The entity meets the following criteria: (i) is organized and operating in the United States as a general corporation, (ii) has total assets in excess of five hundred million dollars ($500,000,000), and (iii) has debt other than commercial paper, if any, that is rated in a rating category of "A:j" or its equivalent; or higher by an NRSRO. b. The entity meets the following criteria: (i) is organized within the United States as a special purpose corporation, trust, or limited liability company, (ii) has program -wide credit enhancements including, but not limited to, over collateralization, letters of credit, or surety bond, and (iii) has commercial paper that is rated "A-1;'#s_-eeuWa1ePt: or higher, or the equivalent, by an NRSRO. Eligible commercial paper will have a maximum maturity of 270 days or less. No more than 25% of the City's portfolio may be invested in commercial paper. The City may purchase no more than 10% of the outstanding commercial paper of any single issuer. 7. Negotiable Certificates of Deposit issued by a nationally or state -chartered bank, a savings association or a federal association (as defined by Section 5102 of the Financial Code), a state or federal credit union, or by a federally- or state -licensed branch of a foreign bank. Eligible 4:estR4entsnegotiable certificates of deposit (negotiable CDs) shall be rated in a fatig%4Fr a rating category of "A-" for long—term "A-1" for short-term their equivalents, or better by an NRSRO. No more than 30% of the City's portfolio may be invested in negotiable CDs. 8. Non-negotiable Certificates of Deposit (time CDs) in a state or national bank, savings association or federal association, or federal or state credit union with a branch in the State of California. In accordance with California Government Code Section 53635.2, to be eligible to receive City deposits, a financial institution will have received an overall rating of not less than "satisfactory" in its most recent evaluation by the appropriate federal financial supervisory agency of its record of meeting the credit needs of California's communities. Time CDs are required to be collateralized as specified under Government Code Section 53630 et seq. The City, at its discretion, Page 4 of 13 may waive the collateralization requirements for any portion that is covered by federal deposit insurance. The City will have a signed agreement with any depository accepting City funds per Government Code Section 53649. No deposits will be made at any time in time CDs issued by a state or federal credit union if a member of the City Council or the Finance Director/Treasurer serves on the board of directors or any committee appointed by the board of directors of the credit union. In accordance with Government Code Section 53638, any deposit will not exceed that total shareholder's equity of any depository bank, nor will the deposit exceed the total net worth of any institution. 9. Medium -Term Notes issued by corporations organized and operating within the United States or by depository institutions licensed by the U.S. or any state and operating within the U.S. Medium-term corporate notes will be rated in a rating category "A" or its equivalent or better by a NRSRO. No more than 30% of the City's portfolio may be invested in medium-term notes. 10. Demand Deposits 11. Passbook Savings Accounts 12. Shares of beneficial interest issued by diversified management companies that are money market funds registered with the Securities and Exchange Commission under the Investment Company Act of 1940 (15 U.S.C. Sec. 80a-1, et seq.) and that maintain a constant daily net asset value (NAV) per share of $1.00. To be eligible for investment pursuant to this subdivision these companies will either: (i) attain the highest ranking or the highest letter er--and numerical rating provided by at least two NRSROs or (ii) have retained an investment advisor registered or exempt from registration with the Securities and Exchange Commission with not less than five years of experience managing money market mutual funds and with assets under management in excess of $500,000,000. No more than 20% of the City's investment portfolio may be invested in money market funds. Further, no more than 10% of the City's investment portfolio may be invested in any one money market fund. 13. Mortgage passthrough security, collateralized mortgage obligation, mortgage- backed or other pay -through bond, equipment lease -backed certificate, consumer receivable passthrough certificate, or consumer receivable -backed bond of a maximum of five years' maturity. Securities eligible for investment under this subdivision shall be issued by an issuer having a+atiaarated in a rating category of arm"A:j' or its equivalent; or h', gher:# agbetter for the issuer's debt as provided by an NRSRO and rated in a rating category of "AX or its equivalent or better by an NRSRO. Purchase of securities authorized by this subdivision may not exceed 20% percent of the City's investment portfolio. 14. Repurchase Agreements. Repurchase Agreements shall be used solely as short- term investments not to exceed 30 days. Page 5 of 13 a. The City will enter into repurchase agreements only with primary government securities dealers as designated by the Federal Reserve Bank of New York. Repurchase agreements shall be governed by a SIFMA Master Repurchase Agreemena maSt8FFepUFGhase agFeemeRt adopted by the RuLlic :'.: ^.____:c!:_... All securities underlying repurchase agreements shall be delivered to the City's custodian bank, or be handled under a properly executed "tri -party" custodial arrangement. Collateral for repurchase agreements is restricted to U.S. Treasury issues or Federal Agency issues. b. The underlying collateral must be at least 102% of the repurchase agreement amount. If the value of securities held as collateral slips below 102% of the value of the cash transferred, then additional cash or acceptable securities must be delivered to the third party custodian. Market value shall be recalculated each time there is a substitution of collateral. For repurchase agreements with terms to maturity of greater than three days, the value of the collateral securities shall be marked to market weekly by the custodian, and, if additional collateral is required, then that collateral must be delivered within two business days. If a collateral deficiency is not corrected within two days, the collateral securities will be liquidated. c. A perfected first security interest in the collateral securities, under the Uniform Commercial Code, shall be created for the benefit of the City. Collateral securities shall be held free and clear of any lien and shall be held by an independent third party acting solely as an agent for the City, and such third party shall be (i) a Federal Reserve Bank, or (ii) a bank which is a member of the Federal Deposit Insurance Corporation and which has combined capital, surplus, and undivided profits of not less than $50 million. 15. Local Agency Investment Funds (State Pool) an investment pool run by the State Treasurer. The City can invest up to the maximum amount permitted by the State Treasurer. 16. County Investment Fund (San Mateo County Pool) 17.Shares of beneficial interest issued by a joint powers authority (Local Government Investment Pools or "Pool") organized pursuant to Government Code Section 6509.7 that invests in the securities and obligations authorized in subdivisions (a) to (go) of California Government Code Section 53601, inclusive. Each share will represent an equal proportional interest in the underlying pool of securities owned by the joint powers authority. The Pool will be rated in a rating category "AAA" or its equivalent of better by a NRSRO. To be eligible under this section, the shares will maintain a stable net asset value (NAV) and the joint powers authority issuing the shares will have retained an investment adviser that meets all of the following criteria: a. The adviser is registered or exempt from registration with the Securities and Exchange Commission. Page 6 of 13 b. The adviser has not less than five securities and obligations authorized Code Section 53601. inclusive. years of experience investing in the in subdivisions (a) to (go) Government c. The adviser has assets under management in excess of five hundred million dollars ($500,000,000). 18.Guaranteed Investment Contracts (collateralized with Government Securities, physically delivered to an acceptable safekeeping account.) 19.Supranationals which are United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development (IBRD), International Finance Corporation (IFC), or Inter -American Development Bank (IADB), with a maximum remaining maturity of five years or less, and eligible for purchase and sale within the United States. Investments under this subdivision shall be rated in a rating category of "AA" or, its equivalent, or better by at least one NRSRO. No more than 30% of the City's investment portfolio may be invested in supranationals. RESTRICTION ON INVESTMENT POLICIES AND CITY CONSTRAINTS Section 53600 et. seq. of the State of California Government Code outlines the collateral requirements for certain types of investments and also limits the percentage of total investments which can be placed in certain classifications. Investments must meet the time schedules as indicated by the cash flow projections of the City. Investments will be purchased with the intent to hold until maturity, however this will not preclude the sale of securities prior to maturity in order to reposition the portfolio's duration, credit quality, or enhance the rate of return. IIIyA=6iIiv, =Ilk 21oIa] The State pool and San Mateo County Pool invests in additional Government Code authorized investments that are not approved for direct purchase by the Finance Director/Treasurer. These pools shall provide a current investment policy and monthly reports for review by the Finance Director/Treasurer. The Finance Director/Treasurer is authorized to invest in these pools provided they reasonably appear to be in conformance with their investment policies. MATURITY LIMIT State law requires that the maturity of any given instrument should not exceed five years unless specifically approved by City Council at least three months before the investment is made. INTERNAL CONTROL Page 7 of 13 The Finance Director/Treasurer will establish an annual process of independent review by an external auditor. This review will provide internal control by assuring compliance with policies and procedures. CUSTODY OF SECURITIES All securities owned by the City except time deposits and securities used as collateral for repurchase agreements, will be kept in safekeeping by a third -party bank's trust department, acting as an agent for the City under the terms of a custody agreement executed by the bank and the City. All securities will be received and delivered using standard delivery versus payment procedures. PERFORMANCE STANDARDS The City's portfolio shall be structured to achieve a market -average rate of return through various economic cycles, commensurate with the investment risk constraints and the cash flow needs. The benchmark for "market -average rate" shall be the rate of return of an appropriate market-based index which has the same type Of ^v �cvtaF and maturity requirements as the City's portfolio against which portfolio performance shall be compared on a regular basis. REPORTING The Finance Director/Treasurer will provide a quarterly investment report to the City Council showing all transactions, type of investment, issuer, purchase date, maturity date, purchase price, yield to maturity, and current market value for all securities. POLICY REVIEW This Investment Policy will be reviewed at least annually to ensure its consistency with: 1. The California Government Code sections that regulate the investment and reporting of public funds. 2. The overall objectives of preservation of principal, sufficient liquidity, and a market return. Approved by City Council on Ann Keighran, Mayor Page 8 of 13 Lisa Goldman City Manager Carol Augustine Finance Director/Treasurer ATTEST: Meaghan Hassel -Shearer, City Clerk Page 9 of 13 Glossary Asset Backed Securities (ABS) are securities backed by loans or receivables on assets other than real estate. ABS can be secured by a variety of assets including, but not limited to credit card receivables, auto loans, and home equity loans. Bankers' Acceptances are short-term credit arrangements to enable businesses to obtain funds to finance commercial transactions. They are time drafts drawn on a bank by an exporter or importer to obtain funds to pay for specific merchandise. By its acceptance, the bank becomes primarily liable for the payment of the draft at maturity. An acceptance is a high-grade negotiable instrument. Broker -Dealer is a person or a firm who can act as a broker or a dealer depending on the transaction. A broker brings buyers and sellers together for a commission. They do not take a position. A dealer acts as a principal in all transactions, buying and selling for his own account. Certificates Of Deposit Negotiable Certificates of Deposit are large -denomination CDs. They are issued at face value and typically pay interest at maturity, if maturing in less than 12 months. CDs that mature beyond this range pay interest semi-annually. Negotiable CDs are issued by U.S. banks (domestic CDs), U.S. branches of foreign banks (Yankee CDs), and thrifts. There is an active secondary market for negotiable domestic and Yankee CDs. However, the negotiable thrift CD secondary market is limited. Yields on CDs exceed those on U.S. treasuries and agencies of similar maturities. This higher yield compensates the investor for accepting the risk of reduced liquidity and the risk that the issuing bank might fail. State law does not require the collateralization of negotiable CDs. 2. Non-negotiable Certificates of Deposit are time deposits with financial institutions that earn interest at a specified rate for a specified term. Liquidation of the CD prior to maturity incurs a penalty. There is no secondary market for these instruments, therefore, they are not liquid. They are classified as public deposits, and financial institutions are required to collateralize them. Collateral may be waived for the portion of the deposits that are covered by FDIC insurance. Collateral refers to securities, evidence of deposits, or other property that a borrower pledges to secure repayment of a loan. It also refers to securities pledged by a bank to secure deposits. In California, repurchase agreements, reverse repurchase agreements, and public deposits must be collateralized. Commercial Paper is a short term, unsecured, promissory note issued by a corporation to raise working capital. Page 10 of 13 Demand Deposits are funds held that can be withdrawn at anytime without advance notice to the institution holding the funds. Federal Agency Obligations are issued by U.S. Government Agencies or Government Sponsored Enterprises (GSE). Although they were created or sponsored by the U.S. Government, most Agencies and GSEs are not guaranteed by the United States Government. Examples of these securities are notes, bonds, bills and discount notes issued by Fannie Mae (FNMA), Freddie Mac (FHLMC), the Federal Home Loan Bank system (FHLB), and Federal Farm Credit Bank (FFCB). The Agency market is a very large and liquid market, with billions traded every day. Guaranteed Investment Contracts (GIC) are contracts that guarantee principle repayment after a certain period of time along with a predetermined interest rate. Issuer means any corporation, governmental unit, or financial institution that borrows money through the sale of securities. Liquidity refers to the ease and speed with which an asset can be converted into cash without loss of value. In the money market, a security is said to be liquid if the difference between the bid and asked prices is narrow and reasonably sized trades can be done at those quotes. Local Agency Investment Fund (LAIF) is a special fund in the State Treasury that local agencies may use to deposit funds for investment. There is no minimum investment period and the minimum transaction is $5,000, in multiples of $1,000 above that, with a maximum of $58-65 million for any California public agency. It offers high liquidity because deposits can be converted to cash in twenty-four hours and no interest is lost. All interest is distributed to those agencies participating on a proportionate share determined by the amounts deposited and the length of time they are deposited. Interest is paid quarterly via direct deposit to the agency's LAIF account. The State keeps an amount for reasonable costs of making the investments, not to exceed one-quarter of one per cent of the earnings. Local Government Investment Pools (LGIP) are investment tools similar to money market funds that allow public entities to invest funds. Market Value is the price at which a security is trading and could presumably be purchased or sold. Maturity is the date upon which the principal or stated value of an investment becomes due and payable. Medium -Term Notes are debt obligations issued by corporations and banks, usually in the form of unsecured promissory notes. These are negotiable instruments that can be bought and sold in a large and active secondary market. For the purposes of California Government Code, the term "Medium Term" refers to a maximum remaining maturity of Page 11 of 13 five years or less. They can be issued with fixed or floating-rate coupons, and with or without early call features, although the vast majority are fixed-rate and non -callable. Corporate notes have greater risk than Treasuries or Agencies because they rely on the ability of the issuer to make payment of principal and interest. Money Market Fund is a type of investment comprising a variety of short-term securities with high quality and high liquidity. The fund provides interest to shareholders. Eligible money market funds Rad must strive to maintain a stable net asset value (NAV) of $1 per share. Mortgage Backed Securities (MBS) or Mortgage Passthrough Securities are securities that are backed cash flows from an underlying pool of mortgages. Principal describes the original cost of a security. It represents the amount of capital or money that the investor pays for the investment. Repurchase Agreements are short-term investment transactions. Banks buy temporarily idle funds from a customer by selling him U.S. Government or other securities with a contractual agreement to repurchase the same securities on a future date at an agreed upon interest rate. Repurchase Agreements are typically for one to ten days in maturity. The customer receives interest from the bank. The interest rate reflects both the prevailing demand for Federal Funds and the maturity of the Repo. Repurchase Agreements must be collateralized. Supranational entities are formed by two or more central governments with the purpose of promoting economic development for the member countries. Supranational institutions finance their activities by issuing debt, such as supranational bonds. Examples of supranational institutions include the European Investment Bank and the World Bank. Similarly to the government bonds, the bonds issued by these institutions are considered direct obligations of the issuing nations and have a high credit rating. Total Return is the performance of a portfolio including interest income and any capital appreciation or depreciation as a result of interest rate movements. U.S. Treasury Issues are direct obligations of the United States Government. They are highly liquid and are considered the safest investment security. U.S. Treasury issues include: 1. Treasury Bills which are non-interest-bearing discount securities issued by the U.S. Treasury to finance the national debt. Bills are currently issued in one, three, six, and twelve month maturities. 2. Treasury Notes that have original maturities of one to ten years. 3. Treasury Bonds that have original maturities of greater than 10 years Page 12 of 13 Yield to Maturity is the rate of income return on an investment, minus any premium above par or plus any discount with the adjustment spread over the period from the date of the purchase to the date of maturity of the bond. Page 13 of 13 CITY OF BURLINGAME, CA STATEMENT OF INVESTMENT POLICY July 2017 PURPOSE This statement contains guidelines for the prudent investment of the City's temporarily idle cash in accordance with Government Code sections 53600, et. seq. The ultimate goal of the City's Investment Policy is to protect the City's pooled cash while producing a reasonable rate of return on investments. SCOPE The Investment Policy applies to all funds and investment activities of the City except the investment of bond proceeds, which are governed by the appropriate bond documents, and any pension or other post -employment benefit funds held in a trust. PRUDENCE The standard of prudence to be used by investment officials will be the "prudent investor' standard, which states that, "when investing, reinvesting, purchasing, acquiring, exchanging, selling, or managing public funds, a trustee shall act with care, skill, prudence, and diligence under the circumstances then prevailing, including, but not limited to, the general economic conditions and the anticipated needs of the agency, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the agency." The primary objectives, in priority order, of the investment activities of the City are 1. SAFETY — Safety of principal is the foremost objective of the City of Burlingame. 2. LIQUIDITY — The City's portfolio will remain sufficiently liquid to enable the City to meet its cash flow requirements. It is important that the portfolio contain investments which provide the ability of being easily sold at any time with minimal risk of loss of principal or interest. Page 1 of 13 3. RETURN — The City's portfolio will be designed to attain a market rate of return through economic cycles consistent with the constraints imposed by its safety objective and cash flow considerations. DELEGATION OF INVESTMENT AUTHORITY Pursuant to Burlingame Municipal Code Section 3.13.040 and Government Code Section 53607, the Finance Director/Treasurer is authorized to invest and reinvest money of the City, to sell or exchange securities so purchased, and to deposit such securities for safekeeping in accordance with and subject to this investment policy. The City may engage the support services of outside investment advisors in regard to its investment program, so long as these services are likely to produce a net financial advantage or necessary financial protection of the City's financial resources. INVESTMENT PROCEDURES The Finance Director/Treasurer will establish investment procedures for the operation of the City's investment program. ETHICS AND CONFLICTS OF INTEREST Officers and employees involved in the investment process will refrain from personal business activities that could conflict with proper execution of the investment program, or which could impair their ability to make impartial decisions. AUTHORIZED FINANCIAL DEALERS AND INSTITUTIONS The Finance Director/Treasurer will maintain a list of financial dealers and institutions qualified and authorized to transact business with the City. The purchase by the City of any investment other than those purchased directly from the issuer, will be purchased either from an institution licensed by the State as a broker- dealer, as defined in Section 25004 of the Corporations Code, which is a member of the Financial Industry Regulatory Authority (FINRA), or a member of a federally regulated securities exchange, a national or state chartered bank, a federal or state association (as defined by Section 5102 of the Financial Code), or a brokerage firm designated as a Primary Government Dealer by the Federal Reserve Bank. The Finance Director/Treasurer will investigate all institutions that wish to do business with the City, to determine if they are adequately capitalized, make markets in securities appropriate for the City's needs, and agree to abide by the conditions set forth in the City of Burlingame's Investment Policy and any other guidelines that may be provided. This will be done annually by having the financial institutions: Page 2 of 13 1. Provide written notification that they have read, and will abide by, the City's Investment Policy. 2. Submit their most recent audited Financial Statement within 120 days of the institution's fiscal year end. If the City has an investment advisor, the investment advisor may use its own list of authorized broker/dealers to conduct transactions on behalf of the City. Purchase and sale of securities will be made on the basis of competitive bids and offers with a minimum of three quotes being obtained, where practicable. ACCEPTABLE INVESTMENT INSTRUMENTS Where this section specifies a percentage limitation for a particular security type, that percentage is applicable only on the date of purchase. Credit criteria listed in this section refers to the credit rating at the time the security is purchased. If an investment's credit rating falls below the minimum rating required at the time of purchase, the Finance Director/Treasurer or his/her designee will perform a timely review and decide whether to sell or hold the investment. The City will limit investments in any one non-government issuer, except investment pools and money market funds, to no more than 5% regardless of security type. Acceptable investments authorized for purchase by the Finance Director/Treasurer are: 1. U.S. Treasury obligations for which the full faith and credit of the United States are pledged for the payment of principal and interest. 2. Federal agency or United States government-sponsored enterprise obligations, participations, or other instruments, including those issued by or fully guaranteed as to principal and interest by federal agencies or United States government-sponsored enterprises. 3. Obligations of the State of California or any local agency within the state, including bonds payable solely out of revenues from a revenue producing property owned, controlled or operated by the state or any local agency, or by a department, board, agency or authority of the state or any local agency that is rated in a rating category of "A" or its equivalent or better by a nationally recognized statistical -rating organization (NRSRO). Purchases of the obligations described in this subdivision and in subdivision 4 (registered treasury notes or bonds of any of the other 49 states in addition to California) collectively may not exceed 30% of the City's portfolio. Page 3 of 13 4. Registered treasury notes or bonds of any of the other 49 states in addition to California, including bonds payable solely out of the revenues from a revenue- producing property owned, controlled, or operated by a state, or by a department, board, agency, or authority of any of these states that is rated in a rating category of "A" or its equivalent or better by an NRSRO. Purchases of the obligations described in this subdivision and in subdivision 3 (obligations of the State of California or any local agency within the state) collectively may not exceed 30% of the City's portfolio. 5. Bankers' Acceptances with a rating of the highest ranking or highest letter and number rating as provided for by an NRSRO. Purchases of bankers' acceptances may not exceed 180 days. No more than 40% of the City's portfolio may be invested in bankers' acceptances. 6. Commercial Paper of "prime" quality of the highest ranking or of the highest letter and number rating as provided for by a NRSRO. The entity that issues the commercial paper must meet all of the following conditions in either paragraph a or paragraph b: a. The entity meets the following criteria: (i) is organized and operating in the United States as a general corporation, (ii) has total assets in excess of five hundred million dollars ($500,000,000), and (iii) has debt other than commercial paper, if any, that is rated in a rating category of "A" or its equivalent or higher by an NRSRO. b. The entity meets the following criteria: (i) is organized within the United States as a special purpose corporation, trust, or limited liability company, (ii) has program -wide credit enhancements including, but not limited to, over collateralization, letters of credit, or surety bond, and (iii) has commercial paper that is rated "A-1" or higher, or the equivalent, by an NRSRO. Eligible commercial paper will have a maximum maturity of 270 days or less. No more than 25% of the City's portfolio may be invested in commercial paper. The City may purchase no more than 10% of the outstanding commercial paper of any single issuer. 7. Negotiable Certificates of Deposit issued by a nationally or state -chartered bank, a savings association or a federal association (as defined by Section 5102 of the Financial Code), a state or federal credit union, or by a federally- or state -licensed branch of a foreign bank. Eligible negotiable certificates of deposit (negotiable CDs) shall be rated in a rating category of "A" for long-term, "A-1" for short-term, their equivalents, or better by an NRSRO. No more than 30% of the City's portfolio may be invested in negotiable CDs. Page 4 of 13 8. Non-negotiable Certificates of Deposit (time CDs) in a state or national bank, savings association or federal association, or federal or state credit union with a branch in the State of California. In accordance with California Government Code Section 53635.2, to be eligible to receive City deposits, a financial institution will have received an overall rating of not less than "satisfactory" in its most recent evaluation by the appropriate federal financial supervisory agency of its record of meeting the credit needs of California's communities. Time CDs are required to be collateralized as specified under Government Code Section 53630 et seq. The City, at its discretion, may waive the collateralization requirements for any portion that is covered by federal deposit insurance. The City will have a signed agreement with any depository accepting City funds per Government Code Section 53649. No deposits will be made at any time in time CDs issued by a state or federal credit union if a member of the City Council or the Finance Director/Treasurer serves on the board of directors or any committee appointed by the board of directors of the credit union. In accordance with Government Code Section 53638, any deposit will not exceed that total shareholder's equity of any depository bank, nor will the deposit exceed the total net worth of any institution. 9. Medium -Term Notes issued by corporations organized and operating within the United States or by depository institutions licensed by the U.S. or any state and operating within the U.S. Medium-term corporate notes will be rated in a rating category "A" or its equivalent or better by a NRSRO. No more than 30% of the City's portfolio may be invested in medium-term notes. 10. Demand Deposits 11. Passbook Savings Accounts 12. Shares of beneficial interest issued by diversified management companies that are money market funds registered with the Securities and Exchange Commission under the Investment Company Act of 1940 (15 U.S.C. Sec. 80a-1, et seq.) and that maintain a constant daily net asset value (NAV) per share of $1.00. To be eligible for investment pursuant to this subdivision these companies will either: (i) attain the highest ranking or the highest letter and numerical rating provided by at least two NRSROs or (ii) have retained an investment advisor registered or exempt from registration with the Securities and Exchange Commission with not less than five years of experience managing money market mutual funds and with assets under management in excess of $500,000,000. No more than 20% of the City's investment portfolio may be invested in money market funds. Further, no more than 10% of the City's investment portfolio may be invested in any one money market fund. Page 5 of 13 13. Mortgage passthrough security, collateralized mortgage obligation, mortgage- backed or other pay -through bond, equipment lease -backed certificate, consumer receivable passthrough certificate, or consumer receivable -backed bond of a maximum of five years' maturity. Securities eligible for investment under this subdivision shall be issued by an issuer rated in a rating category of "A" or its equivalent or better for the issuer's debt as provided by an NRSRO and rated in a rating category of "AA" or its equivalent or better by an NRSRO. Purchase of securities authorized by this subdivision may not exceed 20% percent of the City's investment portfolio. 14. Repurchase Agreements. Repurchase Agreements shall be used solely as short- term investments not to exceed 30 days. a. The City will enter into repurchase agreements only with primary government securities dealers as designated by the Federal Reserve Bank of New York. Repurchase agreements shall be governed by a SIFMA Master Repurchase Agreement. All securities underlying repurchase agreements shall be delivered to the City's custodian bank, or be handled under a properly executed "tri -party" custodial arrangement. Collateral for repurchase agreements is restricted to U.S. Treasury issues or Federal Agency issues. b. The underlying collateral must be at least 102% of the repurchase agreement amount. If the value of securities held as collateral slips below 102% of the value of the cash transferred, then additional cash or acceptable securities must be delivered to the third party custodian. Market value shall be recalculated each time there is a substitution of collateral. For repurchase agreements with terms to maturity of greater than three days, the value of the collateral securities shall be marked to market weekly by the custodian, and, if additional collateral is required, then that collateral must be delivered within two business days. If a collateral deficiency is not corrected within two days, the collateral securities will be liquidated. c. A perfected first security interest in the collateral securities, under the Uniform Commercial Code, shall be created for the benefit of the City. Collateral securities shall be held free and clear of any lien and shall be held by an independent third party acting solely as an agent for the City, and such third party shall be (i) a Federal Reserve Bank, or (ii) a bank which is a member of the Federal Deposit Insurance Corporation and which has combined capital, surplus, and undivided profits of not less than $50 million. 15. Local Agency Investment Fund (State Pool) an investment pool run by the State Treasurer. The City can invest up to the maximum amount permitted by the State Treasurer. Page 6 of 13 16. County Investment Fund (San Mateo County Pool) 17.Shares of beneficial interest issued by a joint powers authority (Local Government Investment Pools or "Pool") organized pursuant to Government Code Section 6509.7 that invests in the securities and obligations authorized in subdivisions (a) to (q) of California Government Code Section 53601, inclusive. Each share will represent an equal proportional interest in the underlying pool of securities owned by the joint powers authority. The Pool will be rated in a rating category "AAA" or its equivalent by a NRSRO. To be eligible under this section, the shares will maintain a stable net asset value (NAV) and the joint powers authority issuing the shares will have retained an investment adviser that meets all of the following criteria: a. The adviser is registered or exempt from registration with the Securities and Exchange Commission. b. The adviser has not less than five years of experience investing in the securities and obligations authorized in subdivisions (a) to (q) Government Code Section 53601, inclusive. c. The adviser has assets under management in excess of five hundred million dollars ($500,000,000). 18.Guaranteed Investment Contracts (collateralized with Government Securities, physically delivered to an acceptable safekeeping account.) 19.Supranationals which are United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development (IBRD), International Finance Corporation (IFC), or Inter -American Development Bank (IADB), with a maximum remaining maturity of five years or less, and eligible for purchase and sale within the United States. Investments under this subdivision shall be rated in a rating category of "AA" or its equivalent or better by at least one NRSRO. No more than 30% of the City's investment portfolio may be invested in supranationals. RESTRICTION ON INVESTMENT POLICIES AND CITY CONSTRAINTS Section 53600 et. seq. of the State of California Government Code outlines the collateral requirements for certain types of investments and also limits the percentage of total investments which can be placed in certain classifications. Investments must meet the time schedules as indicated by the cash flow projections of the City. Investments will be purchased with the intent to hold until maturity, however this will not preclude the sale of securities prior to maturity in order to reposition the portfolio's duration, credit quality, or enhance the rate of return. Page 7 of 13 INVESTMENT POOLS The State pool and San Mateo County Pool invests in additional Government Code authorized investments that are not approved for direct purchase by the Finance Director/Treasurer. These pools shall provide a current investment policy and monthly reports for review by the Finance Director/Treasurer. The Finance Director/Treasurer is authorized to invest in these pools provided they reasonably appear to be in conformance with their investment policies. MATURITY LIMIT State law requires that the maturity of any given instrument should not exceed five years unless specifically approved by City Council at least three months before the investment is made. INTERNAL CONTROL The Finance Director/Treasurer will establish an annual process of independent review by an external auditor. This review will provide internal control by assuring compliance with policies and procedures. CUSTODY OF SECURITIES All securities owned by the City except time deposits and securities used as collateral for repurchase agreements, will be kept in safekeeping by a third -party bank's trust department, acting as an agent for the City under the terms of a custody agreement executed by the bank and the City. All securities will be received and delivered using standard delivery versus payment procedures. PERFORMANCE STANDARDS The City's portfolio shall be structured to achieve a market -average rate of return through various economic cycles, commensurate with the investment risk constraints and the cash flow needs. The benchmark for "market -average rate' shall be the rate of return of an appropriate market-based index which has the same type maturity requirements as the City's portfolio, against which portfolio performance shall be compared on a regular basis. The Finance Director/Treasurer will provide a quarterly investment report to the City Council showing all transactions, type of investment, issuer, purchase date, maturity date, purchase price, yield to maturity, and current market value for all securities. Page 8 of 13 POLICY REVIEW This Investment Policy will be reviewed at least annually to ensure its consistency with: 1. The California Government Code sections that regulate the investment and reporting of public funds. 2. The overall objectives of preservation of principal, sufficient liquidity, and a market return. Approved by City Council on Ricard Ortiz, Mayor Lisa Goldman City Manager Carol Augustine Finance Director/Treasurer ATTEST: Meaghan Hassel -Shearer, City Clerk Page 9 of 13 Glossary Asset Backed Securities (ABS) are securities backed by loans or receivables on assets other than real estate. ABS can be secured by a variety of assets including, but not limited to credit card receivables, auto loans, and home equity loans. Bankers' Acceptances are short-term credit arrangements to enable businesses to obtain funds to finance commercial transactions. They are time drafts drawn on a bank by an exporter or importer to obtain funds to pay for specific merchandise. By its acceptance, the bank becomes primarily liable for the payment of the draft at maturity. An acceptance is a high-grade negotiable instrument. Broker -Dealer is a person or a firm who can act as a broker or a dealer depending on the transaction. A broker brings buyers and sellers together for a commission. They do not take a position. A dealer acts as a principal in all transactions, buying and selling for his own account. Certificates Of Deposit 1. Negotiable Certificates of Deposit are large -denomination CDs. They are issued at face value and typically pay interest at maturity, if maturing in less than 12 months. CDs that mature beyond this range pay interest semi-annually. Negotiable CDs are issued by U.S. banks (domestic CDs), U.S. branches of foreign banks (Yankee CDs), and thrifts. There is an active secondary market for negotiable domestic and Yankee CDs. However, the negotiable thrift CD secondary market is limited. Yields on CDs exceed those on U.S. treasuries and agencies of similar maturities. This higher yield compensates the investor for accepting the risk of reduced liquidity and the risk that the issuing bank might fail. State law does not require the collateralization of negotiable CDs. 2. Non-negotiable Certificates of Deposit are time deposits with financial institutions that earn interest at a specified rate for a specified term. Liquidation of the CD prior to maturity incurs a penalty. There is no secondary market for these instruments, therefore, they are not liquid. They are classified as public deposits, and financial institutions are required to collateralize them. Collateral may be waived for the portion of the deposits that are covered by FDIC insurance. Collateral refers to securities, evidence of deposits, or other property that a borrower pledges to secure repayment of a loan. It also refers to securities pledged by a bank to secure deposits. In California, repurchase agreements, reverse repurchase agreements, and public deposits must be collateralized. Commercial Paper is a short term, unsecured, promissory note issued by a corporation to raise working capital. Page 10 of 13 Demand Deposits are funds held that can be withdrawn at anytime without advance notice to the institution holding the funds. Federal Agency Obligations are issued by U.S. Government Agencies or Government Sponsored Enterprises (GSE). Although they were created or sponsored by the U.S. Government, most Agencies and GSEs are not guaranteed by the United States Government. Examples of these securities are notes, bonds, bills and discount notes issued by Fannie Mae (FNMA), Freddie Mac (FHLMC), the Federal Home Loan Bank system (FHLB), and Federal Farm Credit Bank (FFCB). The Agency market is a very large and liquid market, with billions traded every day. Guaranteed Investment Contracts (GIC) are contracts that guarantee principle repayment after a certain period of time along with a predetermined interest rate. Issuer means any corporation, governmental unit, or financial institution that borrows money through the sale of securities. Liquidity refers to the ease and speed with which an asset can be converted into cash without loss of value. In the money market, a security is said to be liquid if the difference between the bid and asked prices is narrow and reasonably sized trades can be done at those quotes. Local Agency Investment Fund (LAIF) is a special fund in the State Treasury that local agencies may use to deposit funds for investment. There is no minimum investment period and the minimum transaction is $5,000, in multiples of $1,000 above that, with a maximum of $65 million for any California public agency. It offers high liquidity because deposits can be converted to cash in twenty-four hours and no interest is lost. All interest is distributed to those agencies participating on a proportionate share determined by the amounts deposited and the length of time they are deposited. Interest is paid quarterly via direct deposit to the agency's LAIF account. The State keeps an amount for reasonable costs of making the investments, not to exceed one- quarter of one per cent of the earnings. Local Government Investment Pools (LGIP) are investment tools similar to money market funds that allow public entities to invest funds. Market Value is the price at which a security is trading and could presumably be purchased or sold. Maturity is the date upon which the principal or stated value of an investment becomes due and payable. Medium -Term Notes are debt obligations issued by corporations and banks, usually in the form of unsecured promissory notes. These are negotiable instruments that can be bought and sold in a large and active secondary market. For the purposes of California Government Code, the term "Medium Term" refers to a maximum remaining maturity of Page 11 of 13 five years or less. They can be issued with fixed or floating-rate coupons, and with or without early call features, although the vast majority are fixed-rate and non -callable. Corporate notes have greater risk than Treasuries or Agencies because they rely on the ability of the issuer to make payment of principal and interest. Money Market Fund is a type of investment comprising a variety of short-term securities with high quality and high liquidity. The fund provides interest to shareholders. Eligible money market funds must strive to maintain a stable net asset value (NAV) of $1 per share. Mortgage Backed Securities (MBS) or Mortgage Passthrough Securities are securities that are backed cash flows from an underlying pool of mortgages. Principal describes the original cost of a security. It represents the amount of capital or money that the investor pays for the investment. Repurchase Agreements are short-term investment transactions. Banks buy temporarily idle funds from a customer by selling him U.S. Government or other securities with a contractual agreement to repurchase the same securities on a future date at an agreed upon interest rate. Repurchase Agreements are typically for one to ten days in maturity. The customer receives interest from the bank. The interest rate reflects both the prevailing demand for Federal Funds and the maturity of the Repo. Repurchase Agreements must be collateralized. Supranational entities are formed by two or more central governments with the purpose of promoting economic development for the member countries. Supranational institutions finance their activities by issuing debt, such as supranational bonds. Examples of supranational institutions include the European Investment Bank and the World Bank. Similarly to the government bonds, the bonds issued by these institutions are considered direct obligations of the issuing nations and have a high credit rating. Total Return is the performance of a portfolio including interest income and any capital appreciation or depreciation as a result of interest rate movements. U.S. Treasury Issues are direct obligations of the United States Government. They are highly liquid and are considered the safest investment security. U.S. Treasury issues include: 1. Treasury Bills which are non-interest-bearing discount securities issued by the U.S. Treasury to finance the national debt. Bills are currently issued in one, three, six, and twelve month maturities. 2. Treasury Notes that have original maturities of one to ten years. 3. Treasury Bonds that have original maturities of greater than 10 years. Page 12 of 13 Yield to Maturity is the rate of income return on an investment, minus any premium above par or plus any discount with the adjustment spread over the period from the date of the purchase to the date of maturity of the bond. Page 13 of 13 9 g�R` STAFF REPORT AGENDA NO: 8q MEETING DATE: July 3, 2017 To: Honorable Mayor and City Council Date: July 3, 2017 From: Carol Augustine — (650) 558-7222 Subject: Approval of a Change in the Name of the Renewal and Replacement Reserve; and Adoption of a Policy for the Capital Investment Reserve Within the City's Capital Projects Fund RECOMMENDATION Staff recommends that the City Council approve a change in the name of the existing Renewal and Replacement Reserve to the Capital Investment Reserve, and adopt a policy for the Capital Investment Reserve within the City's Capital Project Fund. BACKGROUND Early in June the Council discussed a policy to be used to guide the appropriate sources and uses for the Renewal and Replacement Reserve, which resides in the City's Capital Projects Fund. The reserve was established in 2015 to accumulate reserves for capital project needs for which the funding had not yet been identified. Since that time, the extent of Renewal and Replacement Reserve funding has largely consisted of budgetary and actual surpluses from General Fund operations, and has been reflected in the City's financial statements as "transfers out" (expense) of the General Fund and "transfers in" (revenue) to the Capital Projects Fund. The balance of the Renewal and Replacement Reserve as of June 30, 2017 is $20.5 million. But a policy that specifically identifies the funding sources and authorized uses of this Capital Project Fund reserve has not yet been formalized. DISCUSSION The attached financial policy is a result of the City Council's discussion at its regular June 5th meeting. In general, the Council expressed the desire that maximum flexibility for both funding and uses of the reserve be provided in the policy. Since the City Council did not wish to limit use of the funds to projects that constitute a renewal or replacement of existing facilities or infrastructure, a change in the name of the reserve, to Capital Investment Reserve, was suggested. As with other Capital project funds, these monies must be duly appropriated by the Council for a specific capital project prior to any actual expenditures of the fund; however, such appropriations may be made at any time. This flexibility will allow staff to make recommendations as opportunities for optimal funding and capital investment became apparent. 1 Capital Investment Reserve Policy Funding the Reserve July 3, 2017 Acknowledging that there are many long-term liabilities that the Council aspires to fund in upcoming fiscal years, the attached policy calls for annual recommended funding via an annual transfer from the General Fund, the amount of which would be determined during each fiscal year budget process. This process is preferred over setting aside a specific percentage of operating expenses or an established (minimum) dollar amount of funding in that it enables more flexibility and consideration of other factors. For example, the amount and timing of funding will be dependent on the economy and the other fiscal needs of the City. Although the proposed policy states that funding of the reserve may be made through City Council authorization at any time, in practice, recommendations for funding will also be made with each mid -year review of the City's fiscal position. Conditions for Use of Reserves The attached policy states that the intended purpose of the reserve is to fund major capital improvements to City facilities or infrastructure or other capital projects that benefit the community. This includes the construction of new City infrastructure or other capital projects. As with other Capital project funds, these monies must be duly appropriated by the Council for a specific capital project prior to any actual expenditures of the fund; however, such appropriations may be made at any time. This flexibility allows the City Council to determine when conditions are optimal for the launching of such major capital projects. The policy also clarifies that only the City Council may authorize the use of the Capital Investment Reserve, including inter -fund borrowing. Annual Review of the Policy The policy is intended to serve the unfunded capital needs of the City until such time as these needs are fully met and future capital needs can be fully realized within the City's on-going Capital Improvement Projects Plan. An annual review of the policy will ensure that the policy remains effective and relevant to the City's needs. FISCAL IMPACT A Capital Investment Reserve policy based upon the specific capital needs of the City indicates sound financial management with an overall long-range perspective, and enhances the transparency of the City's financial management. As such, the policy should help maintain the City's excellent credit rating and help determine when and whether to utilize other financing mechanisms in order to advance major capital initiatives. Exhibit: Resolution Adopting a Capital Investment Reserve Policy for the City of Burlingame 2 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME APPROVING A POLICY FOR THE CAPITAL INVESTMENT RESERVE WHEREAS, the City of Burlingame wishes to support its goal of sustaining long-term financial strength through the establishment of clearly articulated reserve policies; and WHEREAS, the Renewal and Replacement Reserve was established with initial funding in the 2014-15 fiscal year of $3.0 million, with future additions made in subsequent years, generally from General Fund budgetary surpluses; and WHEREAS, Council now wishes to rename the Renewal and Replacement Reserve to Capital Investment Reserve to more accurately reflect the intended use of the reserve; and WHEREAS, Council wishes to document the appropriate funding sources and intended uses of funds set aside in the Capital Investment Reserve in a formal policy, attached to this resolution; and WHEREAS, the Capital Investment Reserve policy should be reviewed at least annually, to ensure its effectiveness and relevance to the City's long-term needs, and to ensure that the policy remains current with government financial best practices. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BURLINGAME RESOLVES AND ORDERS AS FOLLOWS: The Capital Investment Reserve Policy as shown on the attached Exhibit A is adopted. Ricardo Ortiz, Mayor I, Meaghan Hassel -Shearer, City Clerk of the City of Burlingame, hereby certify that the foregoing Resolution was duly and regularly introduced and adopted at a regular meeting of the Burlingame City Council held on the 31 day of July, 2017, by the following vote: AYES: Councilmembers NOES: Councilmembers: ABSENT: Councilmembers: Meaghan Hassel -Shearer, City Clerk Exhibit A City of Burlingame, California Financial Policy Document Capital Investment Reserve Adoption Date: July 3, 2017 Owner Department: Finance I. Introduction A Capital Investment Reserve has been established in the City of Burlingame's (the City's) Capital Projects Fund in order to fund major capital improvements projects that are critical for the continued provision of municipal services, but for which appropriate funding has not been identified or is not immediately available. This policy establishes how the Capital Investment Reserve will be funded and the conditions under which the reserve maybe spent. II. Funding the Reserve City staff will recommend with each fiscal year operating budget and funding of the five-year Capital Improvement Plan (CIP) an amount of General Fund transfer to the Capital Investment Reserve of the Capital Projects Fund. The recommended transfer will be updated at least annually, once the actual (audited) results of General Fund operations for the preceding fiscal year have been determined and the subsequent mid -year review is available. Future additions to the reserve, whether from one-time General Fund revenues, budgetary surpluses, sale of City properties, or unrestricted funding from other sources, may be made through City Council authorization at any time. As with all other Capital Project Fund balances, any interest earned on the Capital Investment Reserve shall accrue to the City's General Fund. III. Conditions for Use of Reserves A. Use of Reserves Except as otherwise provided by law, no expenditures may be made from the Capital Investment Reserve funds that are not duly appropriated by the City Council for the purpose for which the reserve was established. Appropriation of Capital Investment Reserve funds shall be made only for projects specifically identified by the City Council. Page 1 of 2 Exhibit A City of Burlingame, California Financial Policy Document Capital Investment Reserve It is the intent of the City to limit use of the Capital Investment Reserve to address the City's many unfunded capital project needs. These reserves shall not normally be applied to recurring annual operating expenditures. The City may use any amount available within the Capital Investment Reserve for the purpose for which the reserve was established. B. Authority to Use Reserves Only the City Council may authorize the use of Capital Investment Reserve funds. Only the City Council may authorize inter -fund borrowing from the Capital Investment Reserve in the event that such resources are needed for purposes outside the scope of this policy. The terms of repayment of such amounts must be established prior to the inter -fund borrowing. IV. Annual Review of Policy The Capital Investment Reserve policy will be reviewed at least annually with the development of each fiscal year's budget. If changes are deemed necessary to safeguard its effectiveness and relevance to the City's long-term needs, or to ensure that the policy remains current with government financial best practices, changes to the policy may be authorized by the City Council at any time. Page 2 of 2 STAFF REPORT AGENDA NO: 8r a MEETING DATE: July 3, 2017 To: Honorable Mayor and City Council Date: July 3, 2017 From: Carol Augustine, Finance Director — (650) 558-7222 Subject: Authorization to Examine Board of Equalization Sales and Use Tax Records RECOMMENDATION Staff recommends the City Council adopt a resolution authorizing certain staff positions and contractors to examine sales and use tax records pursuant to California's Revenue and Taxation Code Section 7056. BACKGROUND In 2001 and then again in 2008, the City adopted resolutions numbered 84-2001 and 18-2008 to provide for the delivery of confidential information from the State Board of Equalization (SBOE) to authorized City staff and specific consultants. The City, pursuant to those resolutions, has been using Hinderliter, de Llamas & Associates (the HdL Companies) to provide both review and correction services related to misallocations of sales tax receipts, as well as budget projection information based on historical receipts. DISCUSSION Recently, the City contracted with Municipal Revenue Advisors (MRA) to assist with capturing a larger share of the sales and use taxes generated from specific, large construction projects within the jurisdiction. Although HdL performs this type of service, it is not within the scope of their current contract with the City of Burlingame. MRA has recent, local experience in assisting contractors and subcontractors in self -reporting sales and use tax paid on qualified purchases of construction material for the project. This reporting allows the City to fully realize the one percent local share of the Sales and Use Tax payment on certain purchases, rather than having these revenues allocated to the County Pool. MRA was the first to develop and implement this strategy, the Business Cooperation Program (BCP), for cities. Their contingent fee, based on the increased revenue evidenced in the City's SBOE Quarterly Detail Reports, is equal to the fee charged by HdL for similar services. It should be noted that the individuals provided the authority to examine the City's detailed tax records must adhere to the Board's confidentiality requirements. In summary, those who are allowed access to confidential records must use such information only for the governmental purposes set forth in the resolution, and those records are not subject to release in public 1 Authority to Examine Sales and Use Tax Records July 3, 2017 meetings or other such forums. Confidential records may not be shared with other local officials who have not been authorized by resolution to receive them. FISCAL IMPACT The City has contracted with MRA to enhance the City's sales and use tax revenues generated from certain large-scale construction projects within the city. The effort to achieve this higher allocation of locally -generated sales and use tax has no impact on the amount of tax contractors pay for purchases. However, the contract does require authorization, by way of the attached resolution, to access SBOE data on behalf of the City. Exhibit: Resolution Authorizing the Examination of Sales and Use Tax Records by Municipal Revenue Advisors, Inc. 2 RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME AUTHORIZING THE EXAMINATION OF SALES AND USE TAX RECORDS BY MUNICIPAL REVENUE ADVISORS, INCORPORATED WHEREAS, the City of Burlingame entered into a contract with the State Board of Equalization (SBOE) to perform all functions incident to the administration and collection of local sales and use tax; and WHEREAS, the City Council of the City of Burlingame deems it desirable and necessary for authorized representatives of the City to examine confidential sales and use tax records of the SBOE pertaining to sales and use tax collected by the SBOE for the City pursuant to that contract; and WHEREAS, Section 7056 of the California Revenue and Taxation Code sets forth certain requirements and conditions for the disclosure of SBOE records, and establishes criminal penalties for the unlawful disclosure of information contained in, or derived from, sales and use tax records of the SBOE. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Burlingame that: 1. The City Manager, Finance Director, Deputy Finance Director, and other officers or employees of the City, designated in writing by the City Manager to the SBOE, are hereby appointed to represent the City with authority to examine sales and use tax records of the SBOE pertaining to sales and use taxes collected for the City by the SBOE pursuant to the contract between the City and SBOE. The information obtained by the examination of SBOE records shall be used only for purposes related to the collection of City sales and use tax by the SBOE pursuant to that contract. 2. That Municipal Revenue Advisors, Inc., designated in writing by the City Manager to the SBOE, is hereby appointed to represent the City with authority to examine those sales and use tax records of the SBOE, for the purposes related to the following governmental functions of the City: 2.1. Sales and economic analysis; 2.2. Allocation audit and recovery; and 2.3. Ongoing consultation. The entity, designated in writing by the City Manager to the SBOE, meets all the following conditions: (a) has an existing contract with the City to examine those sales and use tax records; (b) is required by that contract to disclose information contained in, or derived from, those sales and use tax records only to the officer or employee authorized under Paragraph 1 of this resolution to examine the information; (c) is prohibited by that contract from performing consulting services for a retailer during the term of that contract; and (d) is prohibited by that contract from retaining the information contained in, or derived from those sales and use tax records, after that contract has expired. 3. The information obtained by examination of SBOE records shall be used only for the purposes related to the collection of local sales or transactions and use tax by the SBOE pursuant to the contract, or for purposes related to other governmental functions of the City as set forth in the resolution. Mayor Ricardo Ortiz I, Meaghan Hassel -Shearer, City Clerk of Burlingame, do hereby certify that the above and foregoing Council Resolution was duly and regularly passed and adopted at a meeting by said Council on the third day of July, 2017, by the following votes: AYES: Councilmembers: NOES: Councilmembers: ABSENT: Councilmembers: Meaghan Hassel -Shearer, City Clerk STAFF REPORT AGENDA NO: 8s a MEETING DATE: July 3, 2017 To: Honorable Mayor and City Council Date: July 3, 2017 From: Carol Augustine — (650) 558-7222 Subject: Review of Options Available for Pre -funding Pension Obligations Staff recommends that the City Council review and discuss options and future strategies for pre - funding the City's pension obligations. BACKGROUND The City of Burlingame has two pension trusts within the California Public Employees' Retirement System (CalPERS): one to fund public safety employees, and one for miscellaneous employees. Pension benefits are funded by employer and employee contributions and by investment earnings on those contributions. Numerous assumptions, including actuarial assumptions about employee and retiree populations and assumptions about investment returns, are used to determine the funding required for payment of pension benefits. The most critical assumption in attaining full funding goals is the rate of return on investments in the trusts. CalPERS' current annual rate of return (ROR) assumption is 7.5 percent. Assuming this rate of return is attained, then funding of the pension obligations would be derived 66 percent from investment gains and 34 percent from contributions. If the 7.5 percent rate of return is not realized, then contributions from employers will have to increase, as employee contribution increases are currently limited by Public Employee Retirement Law. Unfortunately, this ROR has not been achieved by CalPERS in the past two years (2.4 percent in FY 2015 and 0.6 percent in FY 2016), and the outlook from the investment community and actuaries for a 7.5 percent annual rate of return is increasingly pessimistic. In fact, the average actual rates of CalPERS returns in the table below have fallen below expectations in several time periods. Time Period Rate of Return Three years 6.86 percent Five Years 6.77 percent Ten Years 5.08 percent Twenty Year 7.03 percent Return volatility is also a concern as CaIPERS looks to move to a more "risk averse' portfolio in the future. 1 Alternatives to Fund Pension Obligations July 3, 2017 Ca1PERS History of Investment Returns The following is a chart++nth the 20 -year historical annual retums of the Pubic Employees Retirement fund for each fiscal year ending on June 30. Beginning in 2002, the figures are reported as gross of fees. As a consequence of the above performance, a prolonged low-interest rate environment, and attempts to limit future volatility in investment returns, the CalPERS board approved a plan to reduce the assumed ROR from 7.5 percent to 7.0 percent over a three-year period. The December 2016 decision was, in part, based on outside investment advisors' belief that investment returns over the next 10 years will be well below the 7.5 percent current assumed return, and likely even below 7 percent. The ROR will decrease as follows: Valuation Date Discount Rate Fiscal Year of Initial Impact Full Impact 6/30/2016 7.375% 2018/19 2022/23 6/30/2017 25.0% 20.0% — 2023/24 6/30/2018 7.000% 2020/21 2024/25 a M 1+ M W 15.0% 10.0% W 5.0% ? i@ 0.0% 7 98 99 00 03 04 05 06 07 10 11 12 13 14 15 16 A - � i+ -10.046 r� -1$096 -.. -20V% .—_. -25.0% As a consequence of the above performance, a prolonged low-interest rate environment, and attempts to limit future volatility in investment returns, the CalPERS board approved a plan to reduce the assumed ROR from 7.5 percent to 7.0 percent over a three-year period. The December 2016 decision was, in part, based on outside investment advisors' belief that investment returns over the next 10 years will be well below the 7.5 percent current assumed return, and likely even below 7 percent. The ROR will decrease as follows: Valuation Date Discount Rate Fiscal Year of Initial Impact Full Impact 6/30/2016 7.375% 2018/19 2022/23 6/30/2017 7.250% 2019/20 2023/24 6/30/2018 7.000% 2020/21 2024/25 This decrease in the ROR assumption means that investment returns will be relied upon less, and contributions relied upon more, in order to fund pension obligations. The resulting higher contribution rates for employers and employees will exacerbate existing pension funding challenges. As the ROR decreases, these funding levels will drop, placing the City further behind in meeting pension obligations. 2 Alternatives to Fund Pension Obligations July 3, 2017 Over the past several years, the City has taken several steps to manage pension costs. For example, the City has negotiated pension cost-sharing agreements with each bargaining group. Under a cost-sharing arrangement, employees agree to pay a portion of the employer's required pension contributions, in addition to the standard employee contribution required by CalPERS. Currently, these additional contributions equate to 1.5 percent of base salary for miscellaneous employees and (currently) 3.0 percent for safety employees (increases to 4.0 percent January 1, 2018). Note that, although these cost-sharing agreements assist the City in paying the required annual payments to CaIPERS, such arrangements do not provide any additional payment toward the City's unfunded liabilities. In 2013, the Public Employee Pension Reform Act (PEPRA) was enacted at the state level; this law required contracting agencies to implement a lower pension benefit formula for new hires that are new CalPERS members. PEPRA also included new restrictions of pensionable compensation, designed to limit the accrual of unfunded liabilities over time. As the newer PEPRA formulas only apply to recent hires, there has been little immediate impact on the City's total pension costs. However, such changes will reduce future liabilities and costs over the long-term. For FY 2016-17, the City paid $5.3 million for both pension plans: $3.4 million, or 22.9 percent of payroll, for the Miscellaneous Plan; and $1.9 million, or 40.6 percent of payroll, for the Safety Plan. The General Fund's share of the total is approximately $4.0 million, or 75.5 percent. Other City funds, such as the Sewer and Water Funds, contribute the remaining 24.5 percent. As of June 30, 2015 (the latest actuarial valuation from CalPERS), the City's Unfunded Actuarial Accrued Liability (UAAL) for the Miscellaneous Plan was $29.0 million, and $20.3 million for the Safety Plan, totaling $49.3 million. As the table below shows, the total unfunded liability is projected to grow to $51.9 million as of June 30, 2017. City of Burlingame Unfunded Actuarial Accrued Liability (millions) *Based on 6/30/15 actuarial valuation from CalPERS (discount rate = 7.5%) Based on the actuarial valuation performed for the City to include the impact of the discount rate assumption, as of June 30, 2017 the miscellaneous group is estimated to be 70.1 percent funded, while funding of the public safety group liabilities stands at 69.0 percent. The unfunded liabilities associated with CalPERS plans reflect two primary factors: pension commitments made to now -retired employees under inaccurate assumptions, and decisions by 3 Miscellaneous Safety 6/30/15 Projected 6/30/17 6/30/15 Projected 6/30/17 Actuarial Accrued Liability $128.1 $126.7 $ 83.5 $ 82.2 Market Value of Assets $ 99.1 $ 96.5 $ 63.2 $ 60.5 Unfunded AAL $ 29.0 $ 30.2 $ 20.3 $ 21.7 Funded Ratio 77% 76% 76% 74% *Based on 6/30/15 actuarial valuation from CalPERS (discount rate = 7.5%) Based on the actuarial valuation performed for the City to include the impact of the discount rate assumption, as of June 30, 2017 the miscellaneous group is estimated to be 70.1 percent funded, while funding of the public safety group liabilities stands at 69.0 percent. The unfunded liabilities associated with CalPERS plans reflect two primary factors: pension commitments made to now -retired employees under inaccurate assumptions, and decisions by 3 Altematives to Fund Pension Obligations July 3, 2017 CalPERS to amortize investment losses over a long period of time. Assumptions that turned out to be inaccurate include lower -than -anticipated investment returns, longer -than -anticipated lifespans, and underestimating the cost of benefit enhancements negotiated in the past. Past investment losses were amortized over a 30 -year period, which had the positive benefit of limiting annual contribution increases, but which did not adequately pay down unfunded liabilities. As a result, the City now needs to substantially increase annual payments to CalPERS to fully fund benefits. The City's unfunded liability primarily is related to retired or inactive employees: nearly 70 percent of the unfunded liability for the Miscellaneous Plan is associated with retired or inactive employees, and 74 percent of the unfunded liability for the Safety Plan is associated with retired or inactive employees. The General Fund's share of the total unfunded liability is approximately 75.5 percent. DISCUSSION In order to assess the City's long-term pension obligations, the City engaged Bartel Associates, LLC, to model the actuarial valuations of the City's pension plans over the next 30 years. Bartel's projections illustrate that the City's annual required contributions will increase significantly in the next 10 years. Note that the employer's total rate includes a payment for the Unfunded Actuarial Liability (UAL), which is the present value of benefits earned to date that are not covered by current plan assets, as well as the Normal Cost, which represents the cost of projected benefits that is attributable to active employees for the current fiscal year. (The employer normal cost equals the total normal cost of the plan reduced by employee contributions.) CONTRIBUTION PROJECTIONS - MIESCELLANEOUS Discount Rate Reduced from 7.5% to 7% over 3 Years 97.000 96400 95.000 A,920 94.000 4,1194 3,54, $3.000 3>204 -----. 52.000 1 1,540 1,650 1' 161 50 5,280 7,953 1,914 2,029 2,115 2168_ 2,221 2,272 2.324 16/17 17/18 18/19 19/20 20/21 21/22 22/23 23124 24/25 —Total —Nona Cost mOUAL Payment 25/26 26/27 27/28 n Alternatives to Fund Pension Obligations COVTRIBunoNi RATES—SAFETY July 3, 2017 Per these actuarial projections, the City's required employer contributions for the year ended June 30, 2028 will approach $13.5 million, compared with the $5.7 million required in the 2017-18 fiscal year. Such escalating payments would seriously encumber future -year budgets. The required employer rate for the Miscellaneous Plan is projected to peak at 42 percent of covered payroll in fiscal year 2027-28; the maximum rate projected for the Safety Plan (86.2 percent) is not reached until FY 2031-32. This means that, for every $100 of wages, the City will pay an additional $42 for a miscellaneous employee and $86 for a safety employee in pension expense. After attaining these peaks, rates will level off for a few years and then begin to decrease; the required employer rate for the Miscellaneous Plan (24.6 percent) and Safety Plan (45.2 percent) are projected to fall to current year rates by fiscal years 2041-42 and 2042-43, respectively. In developing the budget for the 2017-18 fiscal year, Council requested amounts be set aside to begin pre -funding the City's pension obligations, especially in response to the sharply increasing rates projected by Bartel. Staff suggested that instead of merely funding at the current required employer rate for each fiscal year, the City set aside funding at a rate that would smooth the projected increased contributions to CalPERS over the next 10-15 years. To the extent that the amount expensed at the higher (threshold) rate exceeds the required contribution to CalPERS each year, the funds would be set aside to support funding required when rates climb above the threshold rate. The threshold rates established, based on the average projected rates from the current fiscal year until rates fall to current levels, are 37.7 percent for the Miscellaneous Plan and 76.9 percent for the Safety Plan. Again, this method of funding merely smooths out the rate (as a percentage of payroll) for the employer pension expense that will be included in each fiscal year's budget. 5 Discount Rate Reduced from 7.5% to 7% over 3 Years 6,000 --- --- - 3 5.000 _. — _- __ __ -- -- ---- - ---- --- --- .000 5 SK000 -- - - — ----------- 2.000 -- 1,000 11089 1,153 1,262 1,276 1,309 1,358 1,387 1,413 1,441 , 12 , 1,468 8 $0 16/17 17/18 18/19 19/20 20/21 21/22 22/23 23/24 24/25 25/26 26/27 27/28 —Total Nomtal Cost �UAI, Payment Per these actuarial projections, the City's required employer contributions for the year ended June 30, 2028 will approach $13.5 million, compared with the $5.7 million required in the 2017-18 fiscal year. Such escalating payments would seriously encumber future -year budgets. The required employer rate for the Miscellaneous Plan is projected to peak at 42 percent of covered payroll in fiscal year 2027-28; the maximum rate projected for the Safety Plan (86.2 percent) is not reached until FY 2031-32. This means that, for every $100 of wages, the City will pay an additional $42 for a miscellaneous employee and $86 for a safety employee in pension expense. After attaining these peaks, rates will level off for a few years and then begin to decrease; the required employer rate for the Miscellaneous Plan (24.6 percent) and Safety Plan (45.2 percent) are projected to fall to current year rates by fiscal years 2041-42 and 2042-43, respectively. In developing the budget for the 2017-18 fiscal year, Council requested amounts be set aside to begin pre -funding the City's pension obligations, especially in response to the sharply increasing rates projected by Bartel. Staff suggested that instead of merely funding at the current required employer rate for each fiscal year, the City set aside funding at a rate that would smooth the projected increased contributions to CalPERS over the next 10-15 years. To the extent that the amount expensed at the higher (threshold) rate exceeds the required contribution to CalPERS each year, the funds would be set aside to support funding required when rates climb above the threshold rate. The threshold rates established, based on the average projected rates from the current fiscal year until rates fall to current levels, are 37.7 percent for the Miscellaneous Plan and 76.9 percent for the Safety Plan. Again, this method of funding merely smooths out the rate (as a percentage of payroll) for the employer pension expense that will be included in each fiscal year's budget. 5 Alternatives to Fund Pension Obligations 50% 40% : 30% 20% 10% ected Contribution Rate - Miscellaneous July 3, 2017 !}° b ! Y •b• �\ \e I a:. Saar ],:..' \". !9 '11b:. l� �\♦ • .. I 9�:e M1♦• 1 16ti SgyN ♦b ♦.0"a'l'X96,en^♦e1%e o!`e\^• 0% y D, p A 25th Percentile 0�50thPercentile ■ 75th.Percentile 120% 100% S0% S\' 60% 40% ad Contribution Rates - Safety 1 37.7% 1 ,• a.:Sa\a�♦. ♦ i - \ \oy �gl• it M1^Il T — 59. 9lin — e♦♦ a♦yk yw � r.. .3��� ` �,.-tia-` be �,j �i'� e,° ■1 aFN• b ' 204:0 • �a 0% ■ 75th Percentile --50thPercentile _ 25th Percentile 76.9% Ii Altematives to Fund Pension Obligations Alternative pre -funding mechanisms July 3, 2017 Having established a systematic funding methodology for the amount of employer contribution that serves to smooth future rate increases (and pension costs), the City can now turn its attention to the various pre -funding mechanisms available. 1.) Make additional pension payments directly to CalPERS — CalPERS recommends this option for agencies who wish to minimize interest costs related to future liabilities. Of course, the options for accelerated funding of the CalPERS liabilities are only applicable to agencies who are not currently struggling to meet current and ongoing service obligations. The City has consulted its CalPERS actuary to develop these available options: • Fresh Start /Partial Fresh Start Program. CalPERS recommends agencies accelerate their pension payments for unfunded liabilities to minimize interest costs related to future liabilities. This "Fresh Start" approach advocated by CalPERS requires paying off the unfunded annual liability (UAL) faster than the existing schedule in order to realize a new, higher minimum UAL payment. The entire UAL would be collapsed into a single base and amortized over a fixed period of years; the fixed period is chosen by the agency but cannot result in amortization payments less than the original schedule. The unfunded liability gap would be closed in that specific number of years. A "Partial Fresh Start" would allow the City to apply the payment to specific UAL bases only. (See details of the current UAL bases, amortized over a period of 10-30 years, below.) Paying down the shortest bases will have the largest immediate impact on the City's future contribution requirements, while paying down the longest bases will save the most in interest over the long-term. Both options lead to additional contributions for a shorter period, improve stability of contributions over time, improve the funded status of the plan over time, and save money over the long-term when compared to the "baseline" of projected CalPERS employer contributions. However, once elected, the fresh start programs cannot be undone — the new (required) UAL payment schedule remains in place regardless of the City's funding availability. Therefore, prior to participating in these options, agencies must be able to identify available revenues to make the accelerated payments. • Additional Discretionary Payments (ADP). Additional amounts (over the required employer contributions/baseline) may also be sent directly to CalPERS. The payment can be applied to any UAL base desired, but no changes in the UAL amortization periods are made, so no new required payment schedule is required. Although less future interest savings will be realized, electing to pay the unfunded liability on a discretionary basis preserves the City's budget flexibility in the event of an economic downturn. 7 Alternatives to Fund Pension Obligations July 3, 2017 CALPERS ACTUARIAL VALUATION - June 30, 2015 MISCELLANEOUS PLAN OF THE CIN OF BURLINGAME CalPERS ID: 1429123533 Schedule of Amortization Bases There is a two-year lag between the valuation date and the start of the contribution fiscal year. • The assets, liabilities, and funded status of the plan are measured as of the valuation date: June 30, 2015. • The required employer contributions determined by the valuation are for the fiscal year beginning two years after the valuation date: Fiscal Year 2017-18. This two-year lag is necessary due to the amount of time needed to extract and test the membership and financial data, and the need to provide public agencies with their required employer contribution well in advance of the start of the fiscal year. The Unfunded Accrued Liability (UAL) is used to determine the employer contribution and therefore must be railed forward two years from the valuation date to the first day of the fiscal year for which the contribution is being determined. The UAL is rolled forward each year by subtracting the expected payment on the UAL for the fiscal year and adjusting for interest. The expected payment on the UAL for a fiscal year is equal to the Expected Employer Contribution for the fiscal year minus the Expected Normal Cost for the year. The Employer Contribution for the first fiscal year is determined by the actuarial valuation two years ago and the contribution for the second year Is from the actuarial valuation one year ago. The Normal Cost Rate far each of the two fiscal years Is assumed to be the same as the rate determined by the current valuation. All expected dollar amounts are determined by multiplying the rate by the expected payroll for the applicable fiscal year, based on payroll as of the valuation date. Mrorti- Expected Expected Scheduled Date zation Balance payment Balance Payment Balance Payment for Reason for Iise Established Period 6130/15 2015-16 6/30/16 2016-17 6/30117 2017-18 FRESH START 05/30/05 14 $1762713 4159399 $1734832 $159,031 $1,700057 1163802 BEN EfTT CHMIGE O6/30/06 10 5223329 424198 $215041 $24,873 $205,381 $25,619 BENEFIT CHANGE 06/30107 11 $2491881 $253613 $2415821 1261221 $2,326168 $269058 ASWIPTION CHANGE 06/30!09 14 $9760501 5416981 $4685.203 $929490 $4591188 $442.375 SPECIAL(GAIN)/1-OSS 06130/09 24 $1943364 1125695 $1958799 $129465 $1971,471 $133349 SPECIAL(GAIN)ILO55 0630/10 25 8993091 $312515497671 532189 $501622 533154 ASSUPIPTION CHANGE N/30111 16 $2W7017 $194595 $2385783 $200433 42,356.909 5206446 SPECIAL(GAW)/LOSS 05(30!11 26 $(9740191 $(60565) 4(984275) 8(623827 5(993.9177 4(69253) PAYMENT(GAIN)/LOSS 06/30/12 27 $375,227 $22,917 $379,608 23,609 $383,606 $24,312 (GAIN)/LOSS 05/30/12 27 41962909 $119852 $1985319 4123998 $2006225 $127151 GAIN OSS 063013 28 S14-558.897 $204,7n $15,438,503 1121,829 $16,159,029 $651,72b ASSIMIPRON CHANGE 063014 19 $6,169,658 42665 676619 JIZ7,174 $261,979 GATN OSS 06/30114 29 $[10.355,405) $(8 502) $(11,123,Z45) E156 449 $(11,795.2n) $(322,285) _{GNN)/L055 06/30/15 �0 $3197796 4(2243) $3439903 $(2,846) $3700.847 $52,013 TOTAL $29,016,404 $1,434,247 $29,705,577 $1,711,080 $30,159,410 $2,004,486 2.) Borrow from the General Fund — If funding is available, there is always the option to use unassigned reserves from the General Fund to accelerate pension payments. Similar to the Fresh Start approach described above, the City could use available General Fund balance to make accelerated pension payments directly to CaIPERS. Although the additional payments would reduce the overall interest paid, anticipated repayment through interest savings (from all funds) is uncertain. As with all direct payments to CaIPERS, funds are subject to CalPERS investment volatility. Burlingame's General Fund unassigned fund balance is anticipated to be at least $9.2 million at the end of the 2017-18 fiscal year. However, given the size of its unfunded obligations, the City's unallocated reserves would be quickly depleted if accelerated payments were to have any significant impact on long-term costs. 3.) Pension Obligation Bonds (POBs) — Many agencies are taking a fresh look at the issuance of POBs. However, the Government Finance Officers Association (GFOA) recommends that state and local governments not issue POBs due to the risks involved. The City already has pension obligation bonds outstanding from a September 2006 issuance of close to $33 million. Although an analysis of the issuance performed by Bartel Associates earlier this year concluded that the estimated reduction in CalPERS contributions is greater than the POB debt service thus far, there is no guarantee that this positive arbitrage will continue. In addition, the POBs have put a severe limitation on the City's debt capacity for these past ten years, a situation that the City would prefer not to duplicate. 4.) Internal Reserve — Placing funds in an internal reserve provides maximum flexibility to the City, as both the sources and uses of the funds are not set in stone. However, investments would be limited to the same restricted type of portfolio that is used for governmental funds, providing Alternatives to Fund Pension Obligations July 3, 2017 less interest earnings than if invested in a higher yield, higher duration portfolio. In addition, the accumulated assets would not offset the City's pension liabilities, as the funds could be redirected at any time. 5.) Section 115 Trust — Funds placed in an irrevocable pension supplemental Section 115 Trust would be restricted in use solely for pension obligations. However, such a trust would offer the following beneficial features: • Act as a reserve fund to offset potential volatility in the CalPERS annual contribution or rate requirements • Allow more control and flexibility in investment allocations • Realize higher investment returns than by maintaining monies within the City's portfolio, which is restricted by State regulations to fixed income instruments • Act as a set-aside and available for use in reducing the City's pension obligations The trust fund as envisioned for use by the City of Burlingame would primarily be used for rate stabilization, but will likely not reduce GASB 68 Net Pension Liabilities. Because funding was established to provide a buffer against the higher employer contributions that are projected to be required in the next 10-15 years, the trust could be funded and then depleted over that period of time, with the same anticipated funding status as would have been achieved by paying at the required employer contribution (baseline) rate. However, it should be noted that funds from the trust can be used to make additional payments directly to CaIPERS as well as the supplemental payments initially proposed. Any of the above funding mechanisms would solidify the City's AA credit rating by demonstrating proactive action in meeting its long-term pension obligations. However, the 2017-18 fiscal year budget includes a $3.7 million transfer from the City's various operating funds to a reserve or fund created to smooth out the required employer contributions in future years. The staff recommends that a Section 115 Trust be established for this purpose, to optimize the interest earnings on the fund, while still allowing flexibility in the timing and sources to be used to fund the trust. There are currently only two independent retirement plan administrators in California authorized to offer Section 115 Trusts, Public Agency Retirement Services (PARS) and Public Financial Management Group (PFM). Both administrators have received a Private Letter Ruling from the Internal Revenue Service, which assures participants of the tax-exempt status of their investments. Staff will examine the offerings of both PARS and PFM to determine which trust/plan best provides for the needs of the City. Additional Future Strategies To date, the City has focused on smoothing out its pension expense in upcoming years to avoid the very high cash outlays for pension costs that are projected as a result of the reduction in the CalPERS discount rate assumption. Immediately establishing the Section 115 Trust is especially important for the General Fund, which faces significant demands on its resources and is most sensitive to swings in its tax revenue sources. However, as noted in the discussions of the various funding mechanisms available, it may be prudent to incorporate other options into the City's pension strategy so as to more efficiently amortize the City's UAL balance with CalPERS in order G Alternatives to Fund Pension Obligations July 3, 2017 to realize long-term savings from interest on these significant liabilities. Staff will continue working with its actuary and CalPERS to determine what further strategies would maximize interest savings. Although a Fresh Start will probably not be proposed, additional discretionary payments directed to amortization schedules of over 15 years would make significant headway in paying down the City's unfunded pension liabilities. These strategies will be visited with the FY 2017-18 mid -year budget analysis and report. Education/Outreach Efforts While providing direction as to the City's response to the CalPERS discount rate change and its impact on City costs, staff was tasked with developing messaging materials for employee groups, management, and the Council so that all parties involved, including the general public, can gain a concise and consistent understanding as to the impact of these changes on the City's long-term financial position. The discussion in this staff report should serve to kick off these efforts. The Human Resources and Finance Departments are in the process of boiling down the abundance of data and options to address the increased employer contribution rates going forward, and will be meeting with the City's various bargaining units and departments throughout the summer so that these impacts are clearly communicated to all employees. City employees have a vested interest in the health of the CalPERS system and the continued ability of the City to meet its pension obligations both in the short and longer terms. FISCAL IMPACT Once established, funds in the amount of $3.7 million will be withdrawn from the City's various fund balances (based on historic personnel cost ratios and established in the 2017-18 fiscal year budget) and transferred to a Section 115 Trust fund for the purpose of meeting employee pension obligations. Staff will provide further options for funding these obligations as part of the mid -year analysis. 10 AGENDA ITEM NO: 81 BURSE STAFF REPORT MEETING DATE: July 3, 2017 To: Honorable Mayor and City Council Date: July 3, 2017 From: William Meeker, Community Development Director — (650) 558-7255 Subject: Provide Direction to Staff and the Planning Commission to Proceed with a Review and Potential Modification of Parking Requirements for Hotel Uses RECOMMENDATION The City Council is asked to provide direction to staff and the Planning Commission to proceed with an evaluation and potential modification of parking standards for hotel uses. BACKGROUND At its June meeting, the City Council's Economic Development Subcommittee (consisting of Councilmembers Keighran and Colson) conducted a periodic check-in with the local hotel general managers. As part of the discussion, the managers encouraged the City to conduct a review of the parking requirements for hotels as they are finding that their parking facilities are underused on a regular basis. Data from some of the hotels shows that at peak times as many as 20% of a hotel's parking supply is not used; in some instances the percentage of unused spaces is much greater. The managers cite the following factors as the likely cause of this: • The popularity of ride -share services such as Lyft and Uber as an affordable alternative to acquiring a rental car. • Use of the hotels in Burlingame as lodging for flight crews (crews use hotel shuttles for transport to and from the hotels) given the proximity of the City's hotel district to San Francisco International Airport (SFO). In the event that parking requirements for hotels are reduced in the future, the general managers noted a desire to perhaps use excess parking spaces for long-term airport parking. DISCUSSION The current parking standard for hotels in Burlingame is one space for every guest room. Though this standard is a common standard applied in other communities, one can make the case that Burlingame is somewhat unique from other communities in that its hotel district includes a variety of hotels with a large supply of guest rooms and is adjacent to a major international airport (SFO). The nearby Millbrae Intermodal Station is easily accessible and provides multiple transit options to and from the area. These elements, along with the points raised by the hotel general managers, appear to support a review of the City's parking standard. 1' Hotel Parking Standards July 3, 2017 As the Council is aware, the consultant preparing the City's new General Plan is also tasked with drafting new zoning regulations for the City. Preparation of the new regulations would include a comprehensive review of all development standards, including off-street parking requirements for hotel uses. Unfortunately, adoption of the new zoning regulations is anticipated to lag behind adoption of the General Plan for six months or more. The consultant has agreed to work with staff in reviewing and revising the hotel parking standard as a separate work item given that they would have been involved in such a review eventually anyway. At this time staff is requesting that the City Council authorize the Planning Commission to work with staff to review and potentially revise the hotel parking standards in the near future. Staff anticipates that the work would be completed and any revisions would be adopted by the end of this calendar year. FISCAL IMPACT None. R BURL,INGAME STAFF REPORT AGENDA NO: 8u MEETING DATE: July 3, 2017 To: Honorable Mayor and City Council Date: July 3, 2017 From: Lisa K. Goldman, City Manager — (650) 558-7243 Subject: Adoption of an Ordinance to Place a Local Revenue Measure on the November 2017 Ballot to Maintain Quality of Life Programs and Adoption of a Resolution Calling a General Municipal Election to be Held on Tuesday, November 7, 2017, Submitting to the Voters a Local Revenue Tax Measure to Maintain Quality of Life Programs RECOMMENDATION Staff recommends that the Council take the following actions: 1. By motion, adopt the proposed ordinance as follows: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BURLINGAME TO ENACT A ONE-QUARTER CENT RATE LOCAL TRANSACTIONS AND USE (SALES) TAX TO BE ADMINISTERED BY THE STATE BOARD OF EQUALIZATION 2. Direct the City Clerk to publish a summary of the ordinance within 15 days of adoption. 3. Adopt the following resolution: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME ORDERING AND CALLING A GENERAL MUNICIPAL ELECTION TO BE HELD ON TUESDAY, NOVEMBER 7, 2017, SUBMITTING TO THE VOTERS A LOCAL REVENUE TAX MEASURE TO MAINTAIN QUALITY OF LIFE PROGRAMS BACKGROUND The City of Burlingame has a long tradition of fiscal prudence with balanced budgets and emergency reserves. With over $100 million in capital needs, however, there is inadequate funding to address aging and deteriorating infrastructure such as streets, sidewalks, and facilities that house the City's recreation programs. 1 Adoption of Local Revenue Measure Ordinance DISCUSSION July 3, 2017 For the past few years, the City Council has declared it a priority to resolve the lack of funding for these infrastructure projects while at the same time addressing important community priorities. In order to help the City Council and staff determine how to spend limited taxpayer dollars, the City conducted significant outreach to residents to find out their priorities for spending City funds. The City also commissioned Godbe Research to conduct independent public opinion research to determine the community's top priorities. After analyzing the information received from the various outreach initiatives as well as the Godbe Research surveys, staff recommended on June 19 that the City proceed with a placing a quarter - cent sales tax measure on the November 2017 ballot. Such a measure, if approved by the voters, would help the City fund the top priorities identified by the community with revenue that is locally- controlled—in other words, none of the revenue generated by the measure can be taken by the State, as all proceeds would be spent for the benefit of Burlingame residents. The proposed ballot question, which meets the word limit requirements for ballot measures, is: To maintain/improve Burlingame's quality of life, including essential City facilities and services such as maintaining city streets, sidewalks and potholes; enhancing neighborhood police patrols/crime prevention programs; maintaining recreation programs and safe facilities for youth/teens; and other essential city services, shall the City of Burlingame enact an ongoing, 1/4 cent sales tax with authority to incur debt to accelerate infrastructure projects, providing $2,000,000 annually, with annual audits, independent citizens' oversight, and all funds spent locally? The proposed ballot measure safeguards the use of public funds and ensures transparency and accountability. The measure requires independent citizens' oversight and annual mandatory financial audits to ensure that all funds are spent as promised. Specifically, the City Council would be required to appoint a citizens' oversight committee that would meet annually to review expenditures and an external auditor's report on the use of these funds and report independently to the City Council. The quarter -cent sales tax measure as structured above would be a general purpose tax, requiring the approval of a simple majority of voters. By placing a general tax on the ballot, the City Council is not approving a specific spending plan at this juncture. However, the City has spent well over a year soliciting community feedback on priorities and reporting on staff's engagement efforts during City Council meetings, and it is the Council and staff's intention to address the public's stated priorities of public safety, street and sidewalk maintenance, and safe, adequate park and recreation programs and facilities with the adoption of a specified plan immediately upon certification of election results should the measure be approved by the voters. A sales tax increase would become effective for all transactions as of April 1, 2018, and the City would see those increased revenues in approximately June 2018. Importantly, funds received from this quarter -cent sales tax would be locally generated and therefore could not be taken by the State. 2 Adoption of Local Revenue Measure Ordinance July 3, 2017 At the June 19 City Council meeting, the Council heard from many members of the public who urged the City Council to place the quarter -cent sales tax measure on the November 2017 ballot. Accordingly, the Council voted to introduce the ordinance at the June 19 meeting, which is the first step toward placing the measure on the ballot. Should the Council wish to proceed, then the next steps are adopting the ordinance this evening and adopting a resolution calling for the election and submitting the ballot measure to the voters. The proposed resolution also directs the City Attorney to prepare the impartial analysis and authorizes the City Manager to contract with the State Board of Equalization to administer and collect the tax if adopted. FISCAL IMPACT If approved by voters in November, a quarter -cent sales tax would take effect on nearly all taxable transactions in Burlingame as of April 1, 2018. (Unprocessed foods, such as groceries from a grocery store or farmers' market; prescription medications, real estate transactions; and services are exempt from the tax. Car sales and leases are taxed according to the tax rate in effect in the buyer's/lessee's home jurisdiction, not where the transaction took place.) While a precise estimate of the revenue impact cannot be made, a fairly conservative estimate made in consultation with the City's sales tax consultant, HdL, indicates that a quarter -cent sales tax would generate approximately $2.0 million annually. These funds would be locally generated and therefore be safe from seizure by the State. In addition, they would enable the City to invest in services and infrastructure that the community values and help support upgraded facilities to house those programs/priorities. Exhibits: • Ordinance • Resolution ORDINANCE NO. CITY COUNCIL, CITY OF BURLINGAME, STATE OF CALIFORNIA AN ORDINANCE OF THE CITY OF BURLINGAME TO ENACT A ONE-QUARTER CENT RATE TRANSACTIONS AND USE TAX TO BE ADMINISTERED BY THE STATE BOARD OF EQUALIZATION WHEREAS, City of Burlingame residents have indicated that the quality of life in Burlingame is highly valued; and WHEREAS, the City of Burlingame has over $100 Million in unmet infrastructure needs for projects such as pothole, street, and road repair, the proper maintenance of which are important to maintaining local property values and quality of life; and WHEREAS, the City seeks to not only maintain, but enhance neighborhood police patrols and local crime prevention programs, both of which are priorities identified by the public; and WHEREAS, the City also seeks to provide adequate park and recreation facilities, including safe facilities for youth and teens; and WHEREAS, repairing potholes and maintaining Burlingame's streets, roads, and sidewalks so they don't deteriorate further and become even more costly to fix in the future has been a longstanding objective of the City; and WHEREAS, locally -enacted funding sources such as a voter -approved sales tax are not subject to seizure by the State, and must be spent in Burlingame to maintain its local services; and WHEREAS, the City is highly committed to fiscal accountability and transparency, and no new revenue raised by a locally enacted sales tax measure will be used for City administrator salaries; and WHEREAS, the proposed measure requires Independent Citizens Oversight, mandatory financial audits, and yearly reports to the community to ensure funds are spent as promised; and WHEREAS, under the provisions of the laws relating to general law cities in the State of California, an election shall be held on November 7, 2017, for the submission to the voters of a question relating to a local one-quarter cent (0.25%) sales tax; and WHEREAS, it is desirable that the election be consolidated with the statewide election to be held on the same date, and that within the City, the precincts, polling places, and election officers of the two elections be the same; and WHEREAS, based on all of the information presented at the June 19, 2017 meeting, both written and oral, including the staff reports, minutes, and other relevant materials, the City Council finds that under CEQA Guidelines 15060( c)( 2) and 15378, subdivisions ( 2) and ( 4) of subdivision (b), this tax does not constitute a project under CEQA and therefore review under CEQA is not required; NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF BURLINGAME, SUBJECT TO VOTER APPROVAL, ORDAINS AS FOLLOWS: SECTION 1. Incorporation of Recitals. The City Council of Burlingame, subject to voter approval, finds that all Recitals are true and correct and are incorporated herein by reference. SECTION 2. Amendment of Municipal Code. Chapter 4.10, Transactions and Use Tax, of the Burlingame Municipal Code is hereby added to read as follows: 4.10. 010 - Title. This ordinance shall be known as the 'Burlingame Essential Services Measure." The City of Burlingame hereinafter shall be called "City." This ordinance shall be applicable in the incorporated territory of the City. 4.10.020 - Operative Date. "Operative Date" means the first day of the first calendar quarter commencing more than 110 days after the adoption of this ordinance, the date of such adoption being as set forth below. 4.10.030 - Purpose This ordinance is adopted to achieve the following, among other purposes, and directs that the provisions hereof be interpreted in order to accomplish those purposes: A. To impose a retail transactions and use tax in accordance with the provisions of Part 1. 6 (commencing with Section 7251) of Division 2 of the Revenue and Taxation Code and Sections 7285.9, 7293, and 7294 of Part 1. 7 of Division 2 which authorize the City to adopt this tax ordinance which shall be operative if a majority of the electors voting on the measure vote to approve the imposition of the tax at an election called for that purpose. B. To adopt a retail transactions and use tax ordinance that incorporates provisions identical to those of the Sales and Use Tax Law of the State of California insofar as those provisions are not inconsistent with the requirements and limitations contained in Part 1. 6 of Division 2 of the Revenue and Taxation Code. C. To adopt a retail transactions and use tax ordinance that imposes a tax and provides a measure therefore that can be administered and collected by the State Board of Equalization in a manner that adapts itself as fully as practicable to, and requires the least possible deviation from, the existing statutory and administrative procedures followed by the State Board of Equalization in administering and collecting the California State Sales and Use Taxes. D. To adopt a retail transactions and use tax ordinance that can be administered in a manner that will be, to the greatest degree possible, consistent with the provisions of Part 1. 6 of Division 2 of the Revenue and Taxation Code, minimize the cost of collecting the transactions and use taxes, and at the same time, minimize the burden of record keeping upon persons subject to taxation under the provisions of this ordinance. 4.10.040 - Contract With State. Prior to the operative date, the City shall contract with the State Board of Equalization to perform all functions incident to the administration and operation of this transactions and use tax ordinance; provided, that if the City shall not have contracted with the State Board of Equalization prior to the operative date, it shall nevertheless so contract and in such a case the operative date shall be the first day of the first calendar quarter following the execution of such a contract. 4.10.050 - Transactions Tax Rate. For the privilege of selling tangible personal property at retail, a tax is hereby imposed upon all retailers in the incorporated territory of the City at the rate of one-quarter percent (0.25%) of the gross receipts of any retailer from the sale of all tangible personal property sold at retail in said territory on and after the operative date of this ordinance. 4.10.060 - Place of Sale. For the purposes of this ordinance, all retail sales are consummated at the place of business of the retailer unless the tangible personal property sold is delivered by the retailer or his agent to an out-of-state destination onto a common carrier for delivery to an out-of-state destination. The gross receipts from such sales shall include delivery charges, when such charges are subject to the state sales and use tax, regardless of the place to which delivery is made. In the event a retailer has no permanent place of business in the State or has more than one place of business, the place or places at which the retail sales are consummated shall be determined under rules and regulations to be prescribed and adopted by the State Board of Equalization. 4.10.070 - Use Tax Rate. An excise tax is hereby imposed on the storage, use or other consumption in the City of tangible personal property purchased from any retailer on and after the operative date of this ordinance for storage, use or other consumption in said territory at the rate of one-quarter percent (0.25%) of the sales price of the property. The sales price shall include delivery charges when such charges are subject to state sales or use tax regardless of the place to which delivery is made. 4.10.080 - Adoption of Provisions of State Law. Except as otherwise provided in this ordinance and except insofar as they are inconsistent with the provisions of Part 1. 6 of Division 2 of the Revenue and Taxation Code, all of the provisions of Part 1 (commencing with Section 6001) of Division 2 of the Revenue and Taxation Code are hereby adopted and made a part of this ordinance as though fully set forth herein. 4.10.090 - Limitations on Adoption of State Law and Collection of Use Taxes. In adopting the provisions of Part 1 of Division 2 of the Revenue and Taxation Code: A. Wherever the State of California is named or referred to as the taxing agency, the name of this City shall be substituted therefor. However, the substitution shall not be made when: 1. The word "State" is used as a part of the title of the State Controller, State Treasurer, State Board of Control, State Board of Equalization, State Treasury, or the Constitution of the State of California; 2. The result of that substitution would require action to be taken by or against this City or any agency, officer, or employee thereof rather than by or against the State Board of Equalization, in performing the functions incident to the administration or operation of this Ordinance. 3. In those sections, including, but not necessarily limited to sections referring to the exterior boundaries of the State of California, where the result of the substitution would be to: a. Provide an exemption from this tax with respect to certain sales, storage, use or other consumption of tangible personal property which would not otherwise be exempt from this tax while such sales, storage, use or other consumption remain subject to tax by the State under the provisions of Part 1 of Division 2 of the Revenue and Taxation Code, or; b. Impose this tax with respect to certain sales, storage, use or other consumption of tangible personal property which would not be subject to tax by the state under the said provision of that code. 4. In Sections 6701, 6702 (except in the last sentence thereof), 6711, 6715, 6737, 6797 or 6828 of the Revenue and Taxation Code. B. The word "City" shall be substituted for the word "State" in the phrase "retailer engaged in business in this State" in Section 6203 and in the definition of that phrase in Section 6203. 4.10.100 - Permit Not Required. If a seller's permit has been issued to a retailer under Section 6067 of the Revenue and Taxation Code, an additional transactor's permit shall not be required by this ordinance. 4.10.110 - Exemptions and Exclusions. A. There shall be excluded from the measure of the transactions tax and the use tax the amount of any sales tax or use tax imposed by the State of California or by any city, city and county, or county pursuant to the Bradley -Burns Uniform Local Sales and Use Tax Law or the amount of any state -administered transactions or use tax. B. There are exempted from the computation of the amount of transactions tax the gross receipts from: 1. Sales of tangible personal property, other than fuel or petroleum products, to operators of aircraft to be used or consumed principally outside the county in which the sale is made and directly and exclusively in the use of such aircraft as common carriers of persons or property under the authority of the laws of this State, the United States, or any foreign government. 2. Sales of property to be used outside the City which is shipped to a point outside the City, pursuant to the contract of sale, by delivery to such point by the retailer or his agent, or by delivery by the retailer to a carrier for shipment to a consignee at such point. For the purposes of this paragraph, delivery to a point outside the City shall be satisfied: a. With respect to vehicles (other than commercial vehicles) subject to registration pursuant to Chapter 1 (commencing with Section 4000) of Division 3 of the Vehicle Code, aircraft licensed in compliance with Section 21411 of the Public Utilities Code, and undocumented vessels registered under Division 3. 5 (commencing with Section 9840) of the Vehicle Code by registration to an out -of -City address and by a declaration under penalty of perjury, signed by the buyer, stating that such address is, in fact, his or her principal place of residence; and b. With respect to commercial vehicles, by registration to a place of business out -of -City and declaration under penalty of perjury, signed by the buyer, that the vehicle will be operated from that address. 3. The sale of tangible personal property if the seller is obligated to furnish the property for a fixed price pursuant to a contract entered into prior to the operative date of this ordinance. 4. A lease of tangible personal property which is a continuing sale of such property, for any period of time for which the lessor is obligated to lease the property for an amount fixed by the lease prior to the operative date of this ordinance. 5. For the purposes of subparagraphs (3) and (4) of this section, the sale or lease of tangible personal property shall be deemed not to be obligated pursuant to a contract or lease for any period of time for which any party to the contract or lease has the unconditional right to terminate the contract or lease upon notice, whether or not such right is exercised. C. There are exempted from the use tax imposed by this ordinance, the storage, use or other consumption in this City of tangible personal property: 1. The gross receipts from the sale of which have been subject to a transactions tax under any state- administered transactions and use tax ordinance. 2. Other than fuel or petroleum products purchased by operators of aircraft and used or consumed by such operators directly and exclusively in the use of such aircraft as common carriers of persons or property for hire or compensation under a certificate of public convenience and necessity issued pursuant to the laws of this State, the United States, or any foreign government. This exemption is in addition to the exemptions provided in Sections 6366 and 6366.1 of the Revenue and Taxation Code of the State of California. 3. If the purchaser is obligated to purchase the property for a fixed price pursuant to a contract entered into prior to the operative date of this ordinance. 4. If the possession of, or the exercise of any right or power over, the tangible personal property arises under a lease which is a continuing purchase of such property for any period of time for which the lessee is obligated to lease the property for an amount fixed by a lease prior to the operative date of this ordinance. 5. For the purposes of subparagraphs (3) and (4) of this section, storage, use, or other consumption, or possession of, or exercise of any right or power over, tangible personal property shall be deemed not to be obligated pursuant to a contract or lease for any period of time for which any party to the contract or lease has the unconditional right to terminate the contract or lease upon notice, whether or not such right is exercised. 6. Except as provided in subparagraph (7), a retailer engaged in business in the City shall not be required to collect use tax from the purchaser of tangible personal property, unless the retailer ships or delivers the property into the City or participates within the City in making the sale of the property, including, but not limited to, soliciting or receiving the order, either directly or indirectly, at a place of business of the retailer in the City or through any representative, agent, canvasser, solicitor, subsidiary, or person in the City under the authority of the retailer. 7. "A retailer engaged in business in the City" shall also include any retailer of any of the following: vehicles subject to registration pursuant to Chapter 1 commencing with Section 4000 of Division 3 of the Vehicle Code, aircraft licensed in compliance with Section 21411 of the Public Utilities Code, or undocumented vessels registered under Division 3. 5 commencing with Section 9840 of the Vehicle Code. That retailer shall be required to collect use tax from any purchaser who registers or licenses the vehicle, vessel, or aircraft at an address in the City. D. Any person subject to use tax under this ordinance may credit against that tax any transactions tax or reimbursement for transactions tax paid to a district imposing, or retailer liable for a transactions tax pursuant to Part 1. 6 of Division 2 of the Revenue and Taxation Code with respect to the sale to the person of the property the storage, use or other consumption of which is subject to the use tax. 4.10.120 - Amendments. All amendments subsequent to the effective date of this ordinance to Part 1 of Division 2 of the Revenue and Taxation Code relating to sales and use taxes and which are not inconsistent with Part 1.6 and Part 1.7 of Division 2 of the Revenue and Taxation Code, and all amendments to Part 1.6 and Part 1.7 of Division 2 of the Revenue and Taxation Code, shall automatically become a part of this ordinance, provided however, that no such amendment shall operate so as to affect the rate of tax imposed by this ordinance. 4.10.130 - Enjoining Collection Forbidden. No injunction or writ of mandate or other legal or equitable process shall issue in any suit, action or proceeding in any court against the State or the City, or against any officer of the State or the City, to prevent or enjoin the collection under this ordinance, or Part 1. 6 of Division 2 of the Revenue and Taxation Code, of any tax or any amount of tax required to be collected. 4.10.140 - Citizens' Oversight and Annual Audit. A. There shall be a committee consisting of no fewer than three persons appointed by the City Council to review and report on the receipt of revenue and expenditure of funds from the tax authorized by this Chapter ("revenues and expenditures"). Members of the Committee shall be residents of the City or representatives of businesses located in the City. B. Beginning with the fiscal year that ends June 30, 2018, the City's independent auditors shall, as part of their annual audit of the City's financial statements, review the collection and expenditure of revenue from the tax authorized by this Chapter. The auditors' review shall be a public document. The committee shall annually review the auditors' findings and report in writing to the City Council regarding the accuracy of the auditors' findings regarding the revenues and expenditures. The committee's statement shall be transmitted to the City Council for consideration at a public meeting. C. By January 31, 2018, the City Council shall adopt a resolution establishing the composition of the committee and defining the scope of its responsibilities consistent with this section. Provisions defining the scope of committee responsibilities and reporting requirements shall address bond oversight, in the event that a decision is made at a later time to sell bonds that are in part backed by the revenues referenced in this section. The City Council shall appoint the initial members of the committee no later than March 1, 2018. 4.10.150 - Amendments by City Council. The following amendments to this Chapter must be approved by the voters of the City: increasing the tax rate or revising the methodology for calculating the tax such that a tax increase would result or imposing the tax on transactions and uses not previously subject to the tax (unless such amendment occurs automatically by operation of Section 4.10.120). The City Council may otherwise amend this Chapter without submitting the amendment to the voters for approval. 4.10.160 - Termination. The authority to levy the tax imposed by this ordinance shall be ongoing, unless terminated earlier by a unanimous vote of the City Council. SECTION 3. Adjustment of Appropriations Limit Pursuant to Article XIIIB of the Constitution of the State of California and applicable laws, the appropriations limit for the City is hereby increased by the aggregate sum authorized to be levied by this tax for fiscal year 2017-2018 and each year thereafter. SECTION 4. Compliance with the California Environmental Quality Act. The approval of this ordinance is exempt from the California Environmental Quality Act (Public Resources Code §§ 21000 et seq., "CEQA," and 14 Cal. Code Reg. §§ 15000 et seq., 'CEQA Guidelines"). This ordinance imposes a general tax that can be used for any legitimate governmental purpose; it is not a commitment to any particular action. As such, under CEQA Guidelines section 15378( b)( 4), the ordinance is not a project within the meaning of CEQA because it creates a government funding mechanism that does not involve any commitment to any specific project that may result in a potentially significant physical impact on the environment. If revenue from the tax were used for a purpose that would have either such effect, the city would undertake the required CEQA review for that particular project. Therefore, pursuant to CEQA Guidelines section 15060, CEQA analysis is not required. SECTION 5. Severability. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid, the remainder of the ordinance and the application of such provision to other persons or circumstances shall not be affected thereby. SECTION 6. Effective Date. This ordinance relates to the levying and collecting of the City transactions and use taxes and shall take effect immediately. SECTION 7. Voter Approval Required. This ordinance shall only become operative if the tax imposed is approved by a simple majority of voters voting on the question at the November 7, 2017 election. SECTION 8. Notice The City Clerk is directed to take all actions to publish this ordinance as required by applicable law. RICARDO ORTIZ, Mayor I, MEAGHAN HASSEL-SHEARER, City Clerk of the City of Burlingame, do hereby certify that the foregoing ordinance was introduced at a regular meeting of the City Council held on the day of 2017 and adopted thereafter at a regular meeting of the City Council held on the _day of 2017, by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME ORDERING AND CALLING A GENERAL MUNICIPAL ELECTION TO BE HELD ON TUESDAY, NOVEMBER 7, 2017, SUBMITTING TO THE VOTERS A LOCAL REVENUE TAX MEASURE TO MAINTAIN QUALITY OF LIFE PROGRAMS WHEREAS, City of Burlingame residents have indicated that the quality of life in Burlingame is highly valued; and WHEREAS, the City of Burlingame has over $100 Million in unmet infrastructure needs for projects such as pothole, street, and sidewalk repair, the proper maintenance of which are important to maintaining local property values and quality of life; and WHEREAS, the City seeks to not only maintain, but enhance neighborhood police patrols and local crime prevention programs, both of which are priorities identified by the public; and WHEREAS, the City also seeks to provide adequate park and recreation facilities, including safe facilities for youth and teens; and WHEREAS, repairing potholes and maintaining Burlingame's streets, roads, and sidewalks so that they don't deteriorate further and become even more costly to fix in the future has been a longstanding objective of the City; and WHEREAS, locally -enacted funding sources such as a voter -approved sales tax are not subject to seizure by the State, and must be spent in Burlingame to maintain its local services; and WHEREAS, the City is highly committed to fiscal accountability and transparency, and no new revenue raised by a locally enacted sales tax measure will be used for City administrator salaries; and WHEREAS, the proposed measure requires Independent Citizens Oversight, mandatory financial audits, and yearly reports to the community to ensure funds are spent as promised; and WHEREAS, on April 17, 2017, the Burlingame City Council adopted Resolution No. 22- 2017, calling for General Municipal Election for November 7, 2017; and Resolution No. 23-2017 calling for this election be conducted wholly by mail; and WHEREAS, the Burlingame City Council has determined to place on the ballot a local revenue tax measure; NOW, THEREFORE, BE IT RESOLVED, that the City Council order as follows: Section 1. The City Council approves the proposed ordinance set forth in Exhibit A, attached hereto and incorporated in this Resolution by this reference, for submission to the voters of the City, and orders that a proposition shall appear on the ballot in the following form and shall be submitted to the voters of the City: To maintain/improve Burlingame's quality of life, including essential City facilities and services such as maintaining city streets, sidewalks and potholes; enhancing neighborhood police patrols/crime prevention programs; maintaining recreation programs and safe facilities for youth/teens; and other essential city services, shall the City of Burlingame enact an ongoing, 1/4 cent sales tax with authority to incur debt to accelerate infrastructure projects, providing $2,000,000 annually, with annual audits, independent citizens' oversight, and all funds spent locally? Section 2. That the "full text" of the proposed ordinance shall appear in the Voter Information Pamphlet. The "full text" of the proposed ordinance is attached to this resolution as "Exhibit A." Section 3. That the City Clerk is directed to transmit a copy of the measure to the City Attorney, and the City Attorney is directed to prepare an impartial analysis of the measure showing the effect and operation of the proposed ordinance and to file the analysis no later than August 28, 2017 with the City Clerk. Section 4. The City Council authorizes members of that body collectively or individually, or any Burlingame voter or bona fide association of citizens or combination of voters and associations to submit a written argument for or against the measure. Such argument, whether in favor or against, shall not exceed 300 words and be accompanied by the printed name(s) and signature(s) of the person(s) submitting it, or if submitted on behalf of an organization, the name of the organization, and the printed name and signature of at least one of its principal officers. Primary arguments in favor of and against the measure must be submitted to the City Clerk by 5:00 p.m. on August 18, 2017. In the event that more than one written argument is filed in favor of or against the measure, the City Clerk shall select one of the multiple arguments in accordance with the provision of Elections Code Section 9287 and Resolution Number 15-2016. Rebuttal Arguments must be submitted to the City Clerk by 5:00 p.m. on August 28, 2017 and shall not exceed 250 words. Section 5. The boundaries of the City have not changed since the City of Burlingame's previous election held on November 8, 2016. Section 6. The measure requires a simple majority of the voters voting on the proposed ordinance to pass. Section 7. Pursuant to the California Elections Code Section 10002, the City Council hereby requests the Board of Supervisors of the County of San Mateo to make available the services of the County Clerk as County Elections Official for the purpose of performing the usual and customary services necessary in the conduct of the consolidated general municipal election, including the provision of election supplies and voters' pamphlets. Section 8. Pursuant to California Elections Code Section 10400 and following, the City Council hereby requests the Board of Supervisors of the County of San Mateo to order the consolidation of the general municipal election to be conducted within the boundaries of the City of Burlingame on November 7, 2017, with respect to which the Board of Supervisors of the County of San Mateo has the power to order a consolidation. The City Council further consents to and orders the consolidation of the general municipal election hereby called with the elections in public districts to be held the same day. Upon consolidation, the consolidated election shall be held and conducted, election officers appointed, voting precincts designated, ballots printed, polls opened at 7:00 a.m. and closed at 8:00 p.m., ballots counted and returned, returns canvassed, and all other proceedings in connection with the election shall be regulated and done by the County Clerk of the County of San Mateo in accordance with the provisions of law regulating the elections so consolidated. Section 9. The City Manager and the City Clerk are authorized to enter into a service agreement with the San Mateo County Elections Office to request the services of the Elections Office in conducting the election, consolidating the election and canvassing the returns. The election shall be held in all respects as if there were only one election and only one form of ballot shall be used. Section 10. The ballots to be used at the election shall be in the form and content as required by law. Section 11. That the City Clerk is authorized, instructed and directed to contract for the procurement and furnishing of any and all official ballots, notices, printed matter and all supplies, equipment and paraphernalia that may be necessary in order to properly and lawfully conduct the election and to take all other necessary actions to place the measure on the November 7, 2017 ballot. Section 12. That the polls for the election shall be open at 7:00 a.m. on the day of the election and shall remain open continuously from that time until 8:00 p.m. of the same day when the polls shall be closed, pursuant to Elections Code Section 10242, except as provided in Elections Code Section 14401. Section 13. That the City shall reimburse the County for services performed when the work is completed and upon presentation to the City of a properly approved bill. Section 14. That in all particulars not recited in this resolution, the election shall be held and conducted as provided by law for holding municipal elections. Section 15. That notice of the time and place of holding the election is given and the City Clerk is authorized, instructed and directed to give further or additional notice of the election, in time, form and manner as required by law. Section 16. That the City Manager is authorized to negotiate and execute an agreement with the Board of Equalization in accordance with Revenue and Taxation Code Section 7270 to perform all functions incident to the administration and operation of the ordinance if adopted. I, MEAGHAN HASSEL-SHEARER, City Clerk of the City of Burlingame, do hereby certify that the foregoing Resolution was introduced at a regular meeting of the City Council held on the 3rd day of Jam, 2017 and was adopted thereafter by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: City Clerk i:Rm:�_l ORDINANCE NO. CITY COUNCIL, CITY OF BURLINGAME, STATE OF CALIFORNIA AN ORDINANCE OF THE CITY OF BURLINGAME TO ENACT A ONE-QUARTER CENT RATE TRANSACTIONS AND USE TAX TO BE ADMINISTERED BY THE STATE BOARD OF EQUALIZATION WHEREAS, City of Burlingame residents have indicated that the quality of life in Burlingame is highly valued; and WHEREAS, the City of Burlingame has over $100 Million in unmet infrastructure needs for projects such as pothole, street, and road repair, the proper maintenance of which are important to maintaining local property values and quality of life; and WHEREAS, the City seeks to not only maintain, but enhance neighborhood police patrols and local crime prevention programs, both of which are priorities identified by the public; and WHEREAS, the City also seeks to provide adequate park and recreation facilities, including safe facilities for youth and teens; and WHEREAS, repairing potholes and maintaining Burlingame's streets, roads, and sidewalks so they don't deteriorate further and become even more costly to fix in the future has been a longstanding objective of the City; and WHEREAS, locally -enacted funding sources such as a voter -approved sales tax are not subject to seizure by the State, and must be spent in Burlingame to maintain its local services; and WHEREAS, the City is highly committed to fiscal accountability and transparency, and no new revenue raised by a locally enacted sales tax measure will be used for City administrator salaries; and WHEREAS, the proposed measure requires Independent Citizens Oversight, mandatory financial audits, and yearly reports to the community to ensure funds are spent as promised; and WHEREAS, under the provisions of the laws relating to general law cities in the State of California, an election shall be held on November 7, 2017, for the submission to the voters of a question relating to a local one-quarter cent (0.25%) sales tax; and WHEREAS, it is desirable that the election be consolidated with the statewide election to be held on the same date, and that within the City, the precincts, polling places, and election officers of the two elections be the same; and WHEREAS, based on all of the information presented at the June 19, 2017 meeting, both written and oral, including the staff reports, minutes, and other relevant materials, the City Council finds that under CEQA Guidelines 15060( c)( 2) and 15378, subdivisions ( 2) and ( 4) of subdivision (b), this tax does not constitute a project under CEQA and therefore review under CEQA is not required; NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF BURLINGAME, SUBJECT TO VOTER APPROVAL, ORDAINS AS FOLLOWS: SECTION 1. Incorporation of Recitals. The City Council of Burlingame, subject to voter approval, finds that all Recitals are true and correct and are incorporated herein by reference. SECTION 2. Amendment of Municipal Code. Chapter 4.10, Transactions and Use Tax, of the Burlingame Municipal Code is hereby added to read as follows: 4.10.010 - Title. This ordinance shall be known as the 'Burlingame Essential Services Measure." The City of Burlingame hereinafter shall be called "City." This ordinance shall be applicable in the incorporated territory of the City. 4.10.020 - Operative Date. "Operative Date" means the first day of the first calendar quarter commencing more than 110 days after the adoption of this ordinance, the date of such adoption being as set forth below. 4.10.030 - Purpose. This ordinance is adopted to achieve the following, among other purposes, and directs that the provisions hereof be interpreted in order to accomplish those purposes: A. To impose a retail transactions and use tax in accordance with the provisions of Part 1. 6 (commencing with Section 7251) of Division 2 of the Revenue and Taxation Code and Sections 7285.9, 7293, and 7294 of Part 1. 7 of Division 2 which authorize the City to adopt this tax ordinance which shall be operative if a majority of the electors voting on the measure vote to approve the imposition of the tax at an election called for that purpose. B. To adopt a retail transactions and use tax ordinance that incorporates provisions identical to those of the Sales and Use Tax Law of the State of California insofar as those provisions are not inconsistent with the requirements and limitations contained in Part 1. 6 of Division 2 of the Revenue and Taxation Code. C. To adopt a retail transactions and use tax ordinance that imposes a tax and provides a measure therefore that can be administered and collected by the State Board of Equalization in a manner that adapts itself as fully as practicable to, and requires the least possible deviation from, the existing statutory and administrative procedures followed by the State Board of Equalization in administering and collecting the California State Sales and Use Taxes. D. To adopt a retail transactions and use tax ordinance that can be administered in a manner that will be, to the greatest degree possible, consistent with the provisions of Part 1. 6 of Division 2 of the Revenue and Taxation Code, minimize the cost of collecting the transactions and use taxes, and at the same time, minimize the burden of record keeping upon persons subject to taxation under the provisions of this ordinance. 4.10.040 - Contract With State. Prior to the operative date, the City shall contract with the State Board of Equalization to perform all functions incident to the administration and operation of this transactions and use tax ordinance; provided, that if the City shall not have contracted with the State Board of Equalization prior to the operative date, it shall nevertheless so contract and in such a case the operative date shall be the first day of the first calendar quarter following the execution of such a contract. 4.10.050 - Transactions Tax Rate. For the privilege of selling tangible personal property at retail, a tax is hereby imposed upon all retailers in the incorporated territory of the City at the rate of one-quarter percent (0.25%) of the gross receipts of any retailer from the sale of all tangible personal property sold at retail in said territory on and after the operative date of this ordinance. 4.10.060 - Place of Sale. For the purposes of this ordinance, all retail sales are consummated at the place of business of the retailer unless the tangible personal property sold is delivered by the retailer or his agent to an out-of-state destination or to a common carrier for delivery to an out-of-state destination. The gross receipts from such sales shall include delivery charges, when such charges are subject to the state sales and use tax, regardless of the place to which delivery is made. In the event a retailer has no permanent place of business in the State or has more than one place of business, the place or places at which the retail sales are consummated shall be determined under rules and regulations to be prescribed and adopted by the State Board of Equalization. 4.10.070 - Use Tax Rate. An excise tax is hereby imposed on the storage, use or other consumption in the City of tangible personal property purchased from any retailer on and after the operative date of this ordinance for storage, use or other consumption in said territory at the rate of one-quarter percent (0.25°/x) of the sales price of the property. The sales price shall include delivery charges when such charges are subject to state sales or use tax regardless of the place to which delivery is made. 4.10.080 - Adoption of Provisions of State Law. Except as otherwise provided in this ordinance and except insofar as they are inconsistent with the provisions of Part 1. 6 of Division 2 of the Revenue and Taxation Code, all of the provisions of Part 1 (commencing with Section 6001) of Division 2 of the Revenue and Taxation Code are hereby adopted and made a part of this ordinance as though fully set forth herein. 4.10.090 - Limitations on Adoption of State Law and Collection of Use Taxes. In adopting the provisions of Part 1 of Division 2 of the Revenue and Taxation Code: A. Wherever the State of California is named or referred to as the taxing agency, the name of this City shall be substituted therefor. However, the substitution shall not be made when: 1. The word "State" is used as a part of the title of the State Controller, State Treasurer, State Board of Control, State Board of Equalization, State Treasury, or the Constitution of the State of California; 2. The result of that substitution would require action to be taken by or against this City or any agency, officer, or employee thereof rather than by or against the State Board of Equalization, in performing the functions incident to the administration or operation of this Ordinance. 3. In those sections, including, but not necessarily limited to sections referring to the exterior boundaries of the State of California, where the result of the substitution would be to: a. Provide an exemption from this tax with respect to certain sales, storage, use or other consumption of tangible personal property which would not otherwise be exempt from this tax while such sales, storage, use or other consumption remain subject to tax by the State under the provisions of Part 1 of Division 2 of the Revenue and Taxation Code, or; b. Impose this tax with respect to certain sales, storage, use or other consumption of tangible personal property which would not be subject to tax by the state under the said provision of that code. 4. In Sections 6701, 6702 (except in the last sentence thereof), 6711, 6715, 6737, 6797 or 6828 of the Revenue and Taxation Code. B. The word "City" shall be substituted for the word "State" in the phrase "retailer engaged in business in this State" in Section 6203 and in the definition of that phrase in Section 6203. 4.10.100 - Permit Not Required. If a seller's permit has been issued to a retailer under Section 6067 of the Revenue and Taxation Code, an additional transactor's permit shall not be required by this ordinance. 4.10.110 - Exemptions and Exclusions A. There shall be excluded from the measure of the transactions tax and the use tax the amount of any sales tax or use tax imposed by the State of California or by any city, city and county, or county pursuant to the Bradley -Burns Uniform Local Sales and Use Tax Law or the amount of any state -administered transactions or use tax. B. There are exempted from the computation of the amount of transactions tax the gross receipts from: 1. Sales of tangible personal property, other than fuel or petroleum products, to operators of aircraft to be used or consumed principally outside the county in which the sale is made and directly and exclusively in the use of such aircraft as common carriers of persons or property under the authority of the laws of this State, the United States, or any foreign government. 2. Sales of property to be used outside the City which is shipped to a point outside the City, pursuant to the contract of sale, by delivery to such point by the retailer or his agent, or by delivery by the retailer to a carrier for shipment to a consignee at such point. For the purposes of this paragraph, delivery to a point outside the City shall be satisfied: a. With respect to vehicles (other than commercial vehicles) subject to registration pursuant to Chapter 1 (commencing with Section 4000) of Division 3 of the Vehicle Code, aircraft licensed in compliance with Section 21411 of the Public Utilities Code, and undocumented vessels registered under Division 3. 5 (commencing with Section 9840) of the Vehicle Code by registration to an out -of -City address and by a declaration under penalty of perjury, signed by the buyer, stating that such address is, in fact, his or her principal place of residence; and b. With respect to commercial vehicles, by registration to a place of business out -of -City and declaration under penalty of perjury, signed by the buyer, that the vehicle will be operated from that address. 3. The sale of tangible personal property if the seller is obligated to furnish the property for a fixed price pursuant to a contract entered into prior to the operative date of this ordinance. 4. A lease of tangible personal property which is a continuing sale of such property, for any period of time for which the lessor is obligated to lease the property for an amount fixed by the lease prior to the operative date of this ordinance. 5. For the purposes of subparagraphs (3) and (4) of this section, the sale or lease of tangible personal property shall be deemed not to be obligated pursuant to a contract or lease for any period of time for which any party to the contract or lease has the unconditional right to terminate the contract or lease upon notice, whether or not such right is exercised. C. There are exempted from the use tax imposed by this ordinance, the storage, use or other consumption in this City of tangible personal property: 1. The gross receipts from the sale of which have been subject to a transactions tax under any state- administered transactions and use tax ordinance. 2. Other than fuel or petroleum products purchased by operators of aircraft and used or consumed by such operators directly and exclusively in the use of such aircraft as common carriers of persons or property for hire or compensation under a certificate of public convenience and necessity issued pursuant to the laws of this State, the United States, or any foreign government. This exemption is in addition to the exemptions provided in Sections 6366 and 6366.1 of the Revenue and Taxation Code of the State of California. 3. If the purchaser is obligated to purchase the property for a fixed price pursuant to a contract entered into prior to the operative date of this ordinance. 4. If the possession of, or the exercise of any right or power over, the tangible personal property arises under a lease which is a continuing purchase of such property for any period of time for which the lessee is obligated to lease the property for an amount fixed by a lease prior to the operative date of this ordinance. 5. For the purposes of subparagraphs (3) and (4) of this section, storage, use, or other consumption, or possession of, or exercise of any right or power over, tangible personal property shall be deemed not to be obligated pursuant to a contract or lease for any period of time for which any party to the contract or lease has the unconditional right to terminate the contract or lease upon notice, whether or not such right is exercised. 6. Except as provided in subparagraph (7), a retailer engaged in business in the City shall not be required to collect use tax from the purchaser of tangible personal property, unless the retailer ships or delivers the property into the City or participates within the City in making the sale of the property, including, but not limited to, soliciting or receiving the order, either directly or indirectly, at a place of business of the retailer in the City or through any representative, agent, canvasser, solicitor, subsidiary, or person in the City under the authority of the retailer. 7. "A retailer engaged in business in the City" shall also include any retailer of any of the following: vehicles subject to registration pursuant to Chapter 1 commencing with Section 4000 of Division 3 of the Vehicle Code, aircraft licensed in compliance with Section 21411 of the Public Utilities Code, or undocumented vessels registered under Division 3. 5 commencing with Section 9840 of the Vehicle Code. That retailer shall be required to collect use tax from any purchaser who registers or licenses the vehicle, vessel, or aircraft at an address in the City. D. Any person subject to use tax under this ordinance may credit against that tax any transactions tax or reimbursement for transactions tax paid to a district imposing, or retailer liable for a transactions tax pursuant to Part 1. 6 of Division 2 of the Revenue and Taxation Code with respect to the sale to the person of the property the storage, use or other consumption of which is subject to the use tax. 4.10.120 - Amendments. All amendments subsequent to the effective date of this ordinance to Part 1 of Division 2 of the Revenue and Taxation Code relating to sales and use taxes and which are not inconsistent with Part 1.6 and Part 1.7 of Division 2 of the Revenue and Taxation Code, and all amendments to Part 1.6 and Part 1.7 of Division 2 of the Revenue and Taxation Code, shall automatically become a part of this ordinance, provided however, that no such amendment shall operate so as to affect the rate of tax imposed by this ordinance. 4.10.130 - Enjoining Collection Forbidden. No injunction or writ of mandate or other legal or equitable process shall issue in any suit, action or proceeding in any court against the State or the City, or against any officer of the State or the City, to prevent or enjoin the collection under this ordinance, or Part 1. 6 of Division 2 of the Revenue and Taxation Code, of any tax or any amount of tax required to be collected. 4.10.140 - Citizens' Oversight and Annual Audit. A. There shall be a committee consisting of no fewer than three persons appointed by the City Council to review and report on the receipt of revenue and expenditure of funds from the tax authorized by this Chapter ("revenues and expenditures"). Members of the Committee shall be residents of the City or representatives of businesses located in the City. B. Beginning with the fiscal year that ends June 30, 2018, the City's independent auditors shall, as part of their annual audit of the City's financial statements, review the collection and expenditure of revenue from the tax authorized by this Chapter. The auditors' review shall be a public document. The committee shall annually review the auditors' findings and report in writing to the City Council regarding the accuracy of the auditors' findings regarding the revenues and expenditures. The committee's statement shall be transmitted to the City Council for consideration at a public meeting. C. By January 31, 2018, the City Council shall adopt a resolution establishing the composition of the committee and defining the scope of its responsibilities consistent with this section. Provisions defining the scope of committee responsibilities and reporting requirements shall address bond oversight, in the event that a decision is made at a later time to sell bonds that are in part backed by the revenues referenced in this section. The City Council shall appoint the initial members of the committee no later than March 1, 2018. 4.10.150 - Amendments by City Council. The following amendments to this Chapter must be approved by the voters of the City: increasing the tax rate or revising the methodology for calculating the tax such that a tax increase would result or imposing the tax on transactions and uses not previously subject to the tax (unless such amendment occurs automatically by operation of Section 4.10.120). The City Council may otherwise amend this Chapter without submitting the amendment to the voters for approval. 4.10.160 - Termination. The authority to levy the tax imposed by this ordinance shall be ongoing, unless terminated earlier by a unanimous vote of the City Council. SECTION 3. Adjustment of Appropriations Limit. Pursuant to Article XIIIB of the Constitution of the State of California and applicable laws, the appropriations limit for the City is hereby increased by the aggregate sum authorized to be levied by this tax for fiscal year 2017-2018 and each year thereafter. SECTION 4. Compliance with the California Environmental Quality Act. The approval of this ordinance is exempt from the California Environmental Quality Act (Public Resources Code §§ 21000 et seq., "CEQA," and 14 Cal. Code Reg. §§ 15000 et seq., "CEQA Guidelines"). This ordinance imposes a general tax that can be used for any legitimate governmental purpose; it is not a commitment to any particular action. As such, under CEQA Guidelines section 15378( b)( 4), the ordinance is not a project within the meaning of CEQA because it creates a government funding mechanism that does not involve any commitment to any specific project that may result in a potentially significant physical impact on the environment. If revenue from the tax were used for a purpose that would have either such effect, the city would undertake the required CEQA review for that particular project. Therefore, pursuant to CEQA Guidelines section 15060, CEQA analysis is not required. SECTION 5. Severability. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid, the remainder of the ordinance and the application of such provision to other persons or circumstances shall not be affected thereby. SECTION 6. Effective Date. This ordinance relates to the levying and collecting of the City transactions and use taxes and shall take effect immediately. SECTION 7. Voter Approval Required. This ordinance shall only become operative if the tax imposed is approved by a simple majority of voters voting on the question at the November 7, 2017 election. SECTION 8. Notice The City Clerk is directed to take all actions to publish this ordinance as required by applicable law. RICARDO ORTIZ, Mayor I, MEAGHAN HASSEL-SHEARER, City Clerk of the City of Burlingame, do hereby certify that the foregoing ordinance was introduced at a regular meeting of the City Council held on the day of 2017 and adopted thereafter at a regular meeting of the City Council held on the _day of 2017, by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: 9 BURL,INGAME STAFF REPORT AGENDA NO: 10a MEETING DATE: July 3, 2017 To: Honorable Mayor and City Council Date: July 3 ,2017 From: Margaret Glomstad, Parks and Recreation Director — (650) 558-7307 Subject: Review of Maintenance Practices in Mills Canyon RECOMMENDATION Staff recommends that the City Council review the maintenance practices in Mills Canyon and provide feedback. BACKGROUND In 1952, the 28 acres adjacent to Mills Creek were set aside as a wildlife preserve. In 1977, a few interested residents, led by Ed and Marjorie Taylor, began to clear and mark trails in the canyon. For their effort, the main trail was named after Ed Taylor in 1983. In 2006, there was a renewed interest in using and maintaining the trails in Mills Canyon, and the Friends of Mills Canyon (FOMC) was established. For many years they held workdays when the public was urged to come out, bring tools, and work in the canyon to maintain the trails. The FOMC also held educational programs on water quality, geography, wildflower and tree identification, photography, and entomology, and the sponsored the popular children's treasure hunts. DISCUSSION While Mills Canyon remains an open space wildlife area, the City continues to maintain the canyon to allow public access to nature and preserve the flora and fauna throughout the area. Trail Rehabilitation In the mid -2000s, for example, the City began contracting with the California Conservation Corps (CCC) to provide limited trail rehabilitation and maintenance work. When the City first began using the CCC for work in Mills Canyon, the canyon was considered a "training center' for the CCC, which provided the City a significant cost saving, two weeks of work for approximately $5,000 instead of $10,000. In 2013, the CCC stopped the "training program," and the City was required to pay full cost for the service. Due to lack of funds, the City did not contract with the CCC again until 2016, when the City paid $29,000 for 21 days of work. The work by the CCC focuses on erosion prevention and trail repair and clearing. Boy Scouts have also performed similar work in the canyon in the past. 1 Review of Maintenance Practices in Mills Canyon July 3, 2017 In order to maintain and refurbish the trails in a systematic manner, the City retained a consultant in 2015 to perform reconnaissance and design and prepare a scope of work for trail modifications, enhancements, and repairs to reduce damage from water runoff and deterioration of the trail (Exhibit A). The City uses the report to prioritize the available funds dedicated to canyon work and as supporting documentation for grant applications. To date, the work performed includes stairway rebuilding, retaining wall construction, and trail tread improvement by lessening slope, improving drainage, and creating stable surfacing for park users to traverse. Due to the age of the trees and vegetation in the canyon, City staff conducts monthly inspections of the canyon, monitoring site conditions and clearing immediate hazards from the trail. Parks staff return at least quarterly to remove tree hazards and vegetation encroaching the path and to repair signs and other trail fixtures. For summer 2017, the goal for the CCC will be to reroute the lower trail due to a landslide, repair three stairways, and undertake additional work as funds permit. It is anticipated the work will begin in June/July depending on the CCC schedule. In addition, staff recently applied for a 50/50 grant funding program to augment the financing of additional maintenance and improvements to the Mills Canyon trail system. Staff was notified this month that the City was awarded $50,000 from the California State Parks and Recreation Office of Grants and Local Services Habitat Conservation Fund. The grant funding will be used primarily to re-route two areas of the trail. The Adeline entrance will be rerouted nearly 400 feet in order to lessen the trail slope to make access easier and safer as well as to reduce the trail impacts of run-off and erosion. The second location is the area of the trail where the Upper and Lower trail meet near Mercy school. Approximately 200 feet of trail in this location will be re- routed to improve access and safety. Additional work may be added to the scope as funds permit. The funds also cover the staff hours needed to manage the grant. Staff anticipates bringing the grant to the City Council for acceptance in September. Fuel Load Reduction Since 2013, the City has been contracting with CAL FIRE to reduce the fuel load behind the properties on the north side of the canyon. In the beginning, the average was 15 crew days per year which required approximately 180 City staff hours for supervision and coordination. In 2016, CAL FIRE began 68 days per year of work in Mills Canyon, requiring approximately 816 staff hours. The increase was necessary since 15 crew days did not provide enough time to reduce the fuel load behind all the homes on the north side each year. Bridge In 2012, the bridge crossing the creek needed to be removed for safety reasons because of significant erosion along the creek. Wilsey Ham, Engineering, Surveying & Planning was retained to determine the feasibility of and the costs associated with installing a new bridge. The challenges to installing a new bridge include lack of direct access for construction, absence of a staging area, the ongoing erosion along the creek, and the length of bridge needed. Public Works staff estimates that the cost to replace the bridge, including completing environmental 2 Review of Maintenance Practices in Mills Canyon July 3, 2017 studies, securing the appropriate permits, and constructing the bridge is $200,000 to $250,000. The costs may be more due to the increase in erosion and displacement of soil from the recent wet winter season. Community Support for the Canyon In August 2016, City staff walked the canyon with the leadership of the FOMC, Bobbi Benson, Ralph Brenner, and Ross Webber, in order to learn about their ideas and concerns. It appeared that while the majority of the FOMC members are supportive and appreciative of the increased efforts undertaken by the City, there is some disagreement about how, when, and where work in the canyon is done. The FOMC members also expressed an interest in coordinating nature hikes and educational encounters with the public. In early 2017, the City worked with the Burlingame Parks and Recreation Foundation to install boot scrapers at each of the entrances. The boot scrapers were purchased by the Foundation and installed by City staff. The Foundation is also working on GIS mapping of the canyon to produce a web -based and paper pamphlet for the community. FISCAL IMPACT Funds in the amount of $50,000 were requested as part of the Parks Division operating budget for FY17-18. The Parks and Trees Capital Improvement Program has approximately $28,000 for Mills Canyon Fire Hazard Mitigation Plan. 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BACKGROUND On February 21, 2017, the Council held a study session to discuss a public art display to honor Anson Burlingame (Exhibit A). The Council agreed that further work on this matter should be done by an ad hoc Subcommittee, and Mayor Ortiz appointed Vice Mayor Brownrigg and Councilmember Beach to this group. The members of the Subcommittee and staff held a preliminary discussion, and then staff conducted research to learn how other local cities have addressed the commissioning of public art. In addition, staff met with representatives from the Cities of Redwood City and South San Francisco, who have public art programs, and talked with Ruth Waters from the Peninsula Art Museum and Cindy Abbott from the Sanchez Art Center in Pacifica. Based on the information gathered, the Subcommittee agreed to meet with Lance Fung and John Tally with Fung Collaboratives. Fung Collaboratives is an arts organization founded in 1999 by Lance Fung. Their mission is to explore and develop interesting conversations between and through the arts. Through the development of curatorial, commercial, and educational events under a single organizational umbrella, Fung Collaboratives fosters the collaboration of both emerging and established artists in intimate and ambitious projects with domestic and international settings. Recently, they have been working with Redwood City to develop their Public Art Master Vision. The Subcommittee met with Lance Fung and John Tally on Tuesday, June 6. The Subcommittee was very impressed with the knowledge and background experience of Fung Collaboratives and felt that they would be a valuable resource to educate the Burlingame community about public art and to help guide the commissioning of a public art piece. 1 Discussion of Public Art to Honor of Anson Burlingame DISCUSSION July 3, 2017 In order to ensure that there is adequate input from the community, the Subcommittee will be supported by Ruth Waters from the Peninsula Art Museum, Russ Cohen from the Burlingame Historical Society, and David Chai, who has extensively researched Anson Burlingame and will be available to the Subcommittee to provide background information as needed. In addition, the Subcommittee is currently recruiting three additional community members who can contribute input and guidance. The process has been developed to include three phases and will be coordinated by staff and Fung Collaboratives in conjunction with the Subcommittee and community working group. Phase 1: 1. Plan and facilitate two educational workshops, for the Councilmembers and community members, about what public art is, the benefits of public art, national and local views on public art, best practices, how the public can get involved, and what art can mean in Burlingame. 2. Hold one meeting of the Subcommittee and community working group to begin the conversation, talk about ideas and locations, and create a list of potential artists and/or ways to advertise the project. Phase 2: 1. Research possible grant opportunity to help fund the art. 2. Meet with potential local funders, such as businesses or patrons. 3. Create the Call for Artist. 4. Present to Council to update the status of the project. 5. If appropriate, request Council approval to commission an art piece. Phase 3: 1. Select the final location and artist to commission the new site-specific artwork. 2. If on The Bay Trail, coordinate with ABAG and BCDC for site planning. 3. With the City Attorney, develop and execute a contract between the City and the artist. 4. Work directly with the artist to create the final proposal. 5. Present the proposal to the Council and get approval for a detailed proposal, timeline, budget, artist statement, renderings, etc. 6. Schedule meetings with City stakeholders to provide information about the work. 7. Work on installation details such as engineering, safety, ADA compliance, and signage. 8. Schedule and complete a ribbon -cutting event. Phase 3 would not begin until funding has been secured and the Council has approved moving forward. FISCAL IMPACT The cost for Fung Collaboratives to facilitate phase 1 is $5,000, while the cost for phase 2 is an additional $5,000. There are adequate funds in the Recreation Division's Operating Budget in FY 2 Discussion of Public Art to Honor of Anson Burlingame July 3, 2017 2017-18 for phases 1 and 2. Funding sources for phase 3 have yet to be determined and will be developed in phase 2. Exhibit: • Study Session Staff Report 3 BURY.N9AME STAFF REPORT AGENDA NO: MEETING DATE: February 21, 2017 To: Honorable Mayor and City Council Date: February 21, 2017 From: Margaret Glomstad, Parks and Recreation Director — (650) 558-7307 Subject: Study Session for a Public Art Display to Honor Anson Burlingame Staff recommends that the City Council provide input regarding a public art display to honor Anson Burlingame. The City of Burlingame was named for Anson Burlingame (1820-1870). During Mr. Burlingame's life, he was a Massachusetts State Senator from 1853-54 and a member of the US House of Representatives from 1855-61. During his House service, he took a stand against slavery. In 1861, President Abraham Lincoln appointed him as the Minister to China, a post which he held for six years. In 1866, Anson Burlingame purchased a large tract of land in present day Burlingame and Hillsborough at the suggestion of his banker friend, William Ralston, for $54,757, likely intending to return later. Due to his excellent service with China, Emperor Tongzhi appointed him as Minister Plenipotentiary to the United States and other Treaty European nations, 1867-1870. He is the first and only person to become an envoy from the country to which he was originally assigned. While he was in Beijing, he developed a "Cooperative Policy" that advocated common interests among the Treaty Powers and China; helped introduce mining, telegraph and other technologies, as well as international law; and demonstrated his belief in the equality of all people. In 1868, on a tour of the U.S, he stressed equal treatment of the Chinese. He was responsible for the Burlingame Treaty, a policy of non-interference that established China's territorial integrity and led in part to the controversial immigration of thousands of Chinese to America. The tract of land that Burlingame purchased was surveyed in 1868. Though Burlingame's name remained on the map, he would never return to this area. He died of pneumonia in St. Petersburg, Russia, on February 23, 1870. In 1893, 23 years after his death, a group of wealthy men from San Francisco started organizing an exclusive country club. They were inspired by the name Burlingame, still found on county 1 Study Session for a Public Art Display to Honor Anson Burlingame February 21, 2017 maps of the area, and they decided to call the club, "The Burlingame Country Club." A few years later in 1908, the town would be incorporated, and the name Burlingame would remain. Staff and a subcommittee comprised of Vice Mayor Brownrigg and Councilmember Colson have discussed honoring Anson Burlingame with some type of commissioned art piece in Washington Park (two potential locations), at the Burlingame Avenue Train Station, or as part of the Post Office development. Although the City does not have a process in place for commissioning works of art, there is an Art in Public Places (Exhibit A) policy that covers donated or loaned artwork. This policy could be used as a baseline to develop a commissioned art policy. The subcommittee discussed the potential of following a process similar to the one the Peninsula Hospital used in which they put out a national call for design submissions and had a selection committee choose the winning design. FISCAL IMPACT No funding has been allocated at the present time; however, donations, City funding, developer funding, or a combination could be used to finance the project. Exhibit: • Art in Public Places Policy 2 STAFF REPORT Honorable Mayor and City Council my 3, 2017 AGENDA NO: 10c MEETING DATE: July 3, 2017 Lisa K. Goldman, City Manager – (650) 558-7243 Kathleen Kane, City Attorney – (650) 558-7204 Subject: Approval of Term Sheet with Topgolf International RECOMMENDATION Staff recommends that the City Council approve the attached Term Sheet with Topgolf International. BACKGROUND On June 20, 2016, the City Council requested that staff issue a Request for Proposals (RFP) for the lease management of the Golf Center site for the operation of golf or other recreational or entertainment activities that would be open to the public. Because the site includes a closed landfill and the City does not permit housing in the Bayfront area, the Council determined that the site was not appropriate for housing proposals. The RFP was issued on October 12, 2016; US Badminton Center Group (USBC), Mid -Peninsula Ice Rink Foundation (MIRF), and Topgolf International submitted responses. USBC and MIRF eventually withdrew their proposals, and on March 21, the City Council selected Topgolf International as the preferred operator of the site. At the time, Topgolf's proposal was to pay $550,000 in annual rent to the City, an increase from the $500,000 originally offered. The Topgolf proposal includes building a 65,000 sq. ft. LEED Silver -certified facility with 102 hitting bays, 3,000 sq. ft. of event space, a full-service restaurant and bar, a rooftop terrace, pool tables, shuffle board, and supporting areas. The facility, which would be built on the existing Golf Center site, would offer general entertainment, food and music, golf lessons for all ages, summer camps, tournaments, and leagues. DISCUSSION On April 3, the City Council held a closed session to discuss real property negotiations—price and terms, for the Topgolf lease. The City Council gave direction to Mayor Ortiz and Councilmember Colson, the ad hoc Council subcommittee, to negotiate various terms with Topgolf, such as the length of the lease, the rent payment, community benefits, and sustainability measures. The attached draft Term Sheet, which Topgolf has agreed to, is before the City Council for approval. Assuming that the City Council approves the draft Term Sheet, then the City Attorney and Topgolf's 1 Topgo/f International Term Sheet July 3, 2017 legal counsel will work to draft a lease between the City and Topgolf. Staff anticipates bringing this to the City Council within the next six months. The Council's action in giving general direction on lease negotiations is not a project for purposes of the California Environmental Quality Act (CEQA). However, staff will ensure that appropriate evaluation under CEQA occurs before the City is committed to a defined final project. As with other projects proposed by private developers, Topgolf will be responsible for costs associated with the City's environmental review process. FISCAL IMPACT Under the Topgolf proposal, the City would receive $5,000 per month during construction and a $1.5 million annual rent payment upon the facility's opening for years one through five. The annual rent payment will escalate over time according to the schedule in the draft Term Sheet. The City will also receive a community benefit payment of $500,000 and commercial linkage fees. The commercial linkage fees will be set aside for affordable housing; the remaining funds will accrue to the General Fund. Exhibit: • Draft Term Sheet 2 Topgolf Deal Terms: The following represent the key deal terms agreed to between Topgolf and the City negotiating team for the potential lease of the Golf Center site. With concurrence from the full Council, City staff will negotiate appropriate agreements implementing the below terms for Council's review. Staff will also bring back appropriate environmental documents and project updates. SITE: 250 Anza Blvd., Burlingame — current golf center facility with appurtenant parking. USE: Tenant proposed use is 65,000 square foot golf recreation center with three decks and 121102 bays, restaurant and bar, entertainment areas and parking TERM: Twenty (20) year primary term with four (4) options to extend at five (5) years each, as further described below RENT: During construction -- $5,000/month, increasing by CPI (no less than 3% and no more than 5%) if permitting and construction take longer than 2 years from date of lease. Base rent— Lease Years 1-5: $1,500,000 per annum Lease Years 6-10: $1,650,000 per annum Lease Years 11-15: $1,815,000 per annum Lease Years 16-20: $1,996,500 per annum Rent will increase by 10% every 5 years thereafter for Option Periods exercised by Tenant for the options period corresponding to years 21-30 of the Lease. The parties will negotiate in good faith to address unanticipated inflationary risk, with a potential for a CPI adjustment in the final lease terms. For the Option Periods corresponding to years 31-40 of the Lease, rent shall be set as for the prior Options Period corresponding to years 21-30 In addition, there shall be a reopener for community benefit negotiations with the City to address any changed conditions or new needs created by or impacting the Project —the purpose of this provision is to allow the parties to reasonably assess and address unanticipated then -existing conditions at the property. COMMUNITY BENEFITS: $500,000 in community benefit funds payable by Tenant as follows: (i) $250,000 within 10 days after receipt of all permits and approvals and (ii) $250,000 within 10 days after opening the Topgolf facility to the public. COMMERCIAL LINKAGE FEES: Tenant will pay applicable commercial linkage fees on total build out square footage (estimated at 65,000 square feet for this project). These commercial linkage fees will then beset aside for affordable housing. In the event that the one-time Linkage Fee payable by Tenant exceeds $350,000, the amount of that overage may be deducted from the second community benefit payment described above. SECURITY: Tenant will provide its own security and will work with the Burlingame Police Department and other City Officials to ensure the safe and orderly conduct of business. City may request an initial security review and updates as needed. SUSTAINABILITY: Tenant agrees to build a LEED Silver facility and Tenant will investigate the feasibility of maintaining energy and water saving practices as well as recycling and composting. TRAFFIC: Tenant agrees to work with the City to develop traffic mitigation plans such as shuttle services, encouraging employee carpooling or public transportation, traffic safety for athletes and families using the adjacent Burlingame Soccer Center, etc. CONSTRUCTION/WAGES: Tenant agrees to coordinate with the City regarding construction, including assisting in collection of sales tax attributable to construction activities. Tenant will pay prevailing wages for construction labor used on the project. LEASE/REIMBURSEMENT: Tenant and City will negotiate appropriate instruments in good faith following Council direction, and Tenant will reimburse City for any extraordinary costs associated with City's processing of Tenant's project. If Tenant and City cannot agree to lease terms within 180 days of Council's direction to move forward, or as extended by mutual agreement, both Tenant and City may disengage without further penalty, provided that the site is restored to its original condition and any monies owed from one party to the other have been paid. a STAFF REPORT To: Honorable Mayor and City Council Date: July 3, 2017 From: Eric Wollman, Police Chief— (650) 777-4123 AGENDA NO: 10d MEETING DATE: July 3, 2017 Subject: Adoption of a Resolution Authorizing the City Manager to Execute a Five - Year Agreement with Axon (Formerly Taser International Inc.) to Provide Body Worn Cameras and Data Storage to the Burlingame Police Department (BPD) RECOMMENDATION Staff recommends that the City execute a five-year agreement storage to the Burlingame Police BACKGROUND Council adopt a resolution with Axon to provide body Department (BPD). authorizing the City Manager to worn cameras (BWCs) and data Due to growing local and national concerns over use of force employed by police departments, the issue of police utilizing BWCs has received significant attention. The 2015-2016 San Mateo County Civil Grand Jury investigated the issue and issued a report, "Body Cameras -The Reel Truth," recommending that all San Mateo County cities and towns that have not adopted BWCs develop an appropriate BWC implementation plan and advise the public of their plan by November 30, 2016. It further recommended that these same cities and towns implement said plan no later than October 31, 2017. The City of Burlingame's response to the report, which was approved by the City Council on July 5, 2016, indicated that further analysis of the costs and benefits of BWCs would be completed and presented to Council for further discussion by November 30, 2016. At the November 21, 2016 Council meeting, staff reported to the City Council that it would be beneficial and cost effective to implement BWCs for use by the BPD. The Council subsequently approved moving forward with implementation, which included a testing phase and the selection/recommendation of a BWC vendor. DISCUSSION The initial implementation plan took place from December of 2016 through April of 2017, and consisted of meeting with various stakeholders (the Burlingame Police Officers' Association, etc.), finalizing a BWC policy, selecting BWC vendors to test (Axon and Go Pro), and the actual field testing of the BWCs by officers. Body Worn Cameras July 3, 2017 During the testing phase, staff identified several sole source features offered by Axon that were necessary and essential to the Burlingame Police Department's BWC program. These sole source features included, but were not limited to, the following: • Recording indicators such as tone, light, and vibration (the tone and vibration indicators are a sole source feature of Axon). • Up to 2 -minute buffering period that records footage before pressing record button (a sole source feature of Axon). • 12 plus hours of battery operation per shift even in recording mode (a sole source feature of Axon). • Ease of storage, downloading, and charging with use of the Axon Dock. This automatically uploads footage to Axon's data storage service through Internet connection. There is no computer necessary for uploading footage, and it allows for charging and uploading simultaneously (all of which are a sole source feature of Axon). • Ease of video playback in the field and during report writing with use of the Axon Capture Application. This is a free app for iOS and Android mobile devices that allows users to capture videos, audio recordings, and photos, and upload these files to Axon's data storage service from the field (a sole source feature of Axon). • Axon Signal Unit (ASU), which automatically turns on the BWC when the officer's emergency vehicle light bar is activated (a sole source feature of Axon). • Axon Signal Performance Power Magazine (SPPM), which automatically turns on the BWC when an officer's TASER device is taken off of safe mode (a sole source feature of Axon). • Axon Signal Technology, which can automatically turn on a BWC when an officer draws his/her service weapon, releases the rifle or shotgun lock, or opens his/her emergency vehicle door to exit (a sole source feature of Axon). An interface with Sunridge Systems, the Department's current records management system,that automatically enters data from this system into Axon's data storage service. Minimal manual data entry will be needed (a sole source feature of Axon). In addition to the sole source features, the following Axon BWC items were also deemed to be more desirable by testing officers: • Ease of use. • Multiple mounting options. • Less intrusive size and dimensions. Staff subsequently received authorization from the City Attorney and Finance Director to proceed with a sole source procurement for BWCs through Axon. FISCAL IMPACT The fiscal impact of a contract with Axon to provide BWCs and data storage to the BPD, for a five-year term, is approximately $39,186 for FY 2017-18, and approximately $33,421 per fiscal year through FY 2021-22 (approximately $179,832.56 total over the five-year contract). Exhibits: • Resolution • Axon Proposal RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH AXON TO PROVIDE BODY WORN CAMERAS AND DATA STORAGE TO THE BURLINGAME POLICE DEPARTMENT WHEREAS, the City Council recognizes the growing local and national concerns over the level and use of force employed by police departments; and WHEREAS, the 2015-2016 San Mateo County Civil Grand Jury investigated and concluded that all San Mateo County cities and towns should implement the use of body worn cameras no later than October 31, 2017; and WHEREAS, the Burlingame Police Department researched and field tested several body worn camera providers and recommended Axon based on performance, compatibility with existing systems and practices, and simplicity; and WHEREAS, the cost for the body worn cameras and data storage is approximately $179,832.56 for a five-year period. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BURLINGAME RESOLVES AND ORDERS AS FOLLOWS: The City Manager is authorized to execute a five-year agreement with Axon to provide body worn cameras and related data support in the amount of $39,186 for FY 2017-18, and $33,421 per subsequent fiscal year through FY 2021-22, not to exceed $179,832.56 for the five- year period. Ricardo Ortiz, Mayor I, Meaghan Hassel -Shearer, City Clerk of the City of Burlingame, do hereby certify that the foregoing Resolution was introduced at a regular meeting of the Burlingame City Council held on the 3rd day of July, 2017, and was adopted thereafter by the following vote: AYES: Councilmembers: NOES: Councilmembers: ABSENT: Councilmembers: Meaghan Hassel -Shearer, City Clerk Axon Enterprise, Inc. Protect Life. 17800 N 85th St. Scottsdale, Arizona 85255 United States Phone: (8OO)978-2737 Fax: Robert Boll (650)777-4177 boll@burlingarnepolice.org Bill To: Burlingame Police Dept. 1111 Trousdale Drive Burlingame, CA 94010 US Ship To: CA Robert Boll Burlingame Police Dept. - CA 1111 Trousdale Drive Burlingame, CA 94010 us -Note this will vary based on the shipment date of the product Group) AXON Quotation Quote: Q-995324 Date: 4/18/2017 8:54 AM Quote Expiration: 8/31/2017 Contract Start Date*: 7/31/2017 Contract Term: 5 years AX Account Number: 135586 QTY ITEM # DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT (S) NET TOTAL 16 70112 AXON SIGNAL UNIT USD 279.00 USD 4,464.00 USD 0.00 USD 4,464.00 42 74001 AXON CAMERA ASSEMBLY, ONLINE, AXON BODY 2, BLK USD 399.00 USD 16,758.00 USD 16,758.00 USD 0.00 42 74021 MAGNET MOUNT, THICK OUTERWEAR, AXON RAPIDLOCK USD 0.00 USD 0.00 USD 0.00 USD 0.00 42 11509 BELT CLIP, RAPIDLOCK USD 0.00 USD 0.00 USD 0.00 USD 0.00 42 11553 SYNC CABLE, USB A TO 2.5MM USD 0.00 USD 0.00 USD 0.00 USD 0.00 7 74008 AXON DOCK, 6 BAY +CORE, AXON BODY 2 USD 1,495.00 USD 10,465.00 USD 0.00 USD 10,465.00 7 87026 TASER ASSURANCE PLAN DOCK 2 ANNUALPAYMENT USD 216.00 USD 1,512.00 USD 756.00 USD 756.00 5 89101 PROFESSIONAL EVIDENCE.COM LICENSE: YEAR I PAYMENT USD 468.00 USD 2,340.00 USD 2,340.00 USD 0.00 150 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 USD 0.00 37 87101 BASIC EVIDENCE.COM LICENSE: YEAR I PAYMENT USD 180.00 USD 6,660.00 USD 0.00 USD 6,660.00 370 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 USD 0.00 Page 1 of QTY ITEM # DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($) NET TOTAL 4,003 85035 EVIDENCE.COM STORAGE USD 0.75 USD 3,001.95 USD 0.00 USD 3,001.95 42 85100 EVIDENCE.COM INTEGRATION LICENSE: ANNUAL PAYMENT USD 180.00 USD 7,560.00 USD 0.00 USD 7,560.00 42 85070 TASER ASSURANCE PLAN ANNUAL PAYMENT, BODYCAM USD 204.00 USD 8,568.00 USD 8,568.00 USD 0.00 7 70033 WALL MOUNT BRACKET, ASSY, EVIDENCE.COM DOCK USD 35.00 USD 245.00 USD 245.00 USD 0.00 1 85144 AXON STARTER USD 2,500.00 USD 2,500.00 USD 0.00 USD 2,500.00 42 70116 PPM, SIGNAL USD 89.99 USD 3,779.58 USD 0.00 USD 3,779.58 Groupl Total Before Discounts: Groupl Discount: Groupl Net Amount Due: USD 67,853.53 USD 28,667.00 USD 39,186.53 Groupl QTY ITEM # DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($) NET TOTAL 42 70116 PPM, SIGNAL USD 89.99 USD 3,779.58 USD 0.00 USD 3,779.58 5 89201 PROFESSIONAL EVIDENCE.COM LICENSE: YEAR 2 PAYMENT USD 468.00 USD 2,340.00 USD 0.00 USD 2,340.00 150 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 USD 0.00 37 87201 BASIC EVIDENCE.COM LICENSE: YEAR 2 PAYMENT USD 180.00 USD 6,660.00 USD 0.00 USD 6,660.00 370 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USE, 0.00 USD 0.00 4,003 85035 EVIDENCE.COM STORAGE USD 0.75 USD 3,001.95 USD 0.00 USD 3,001.95 42 85100 EVIDENCE.COM INTEGRATION LICENSE: ANNUAL PAYMENT USD 180.00 USD 7,560.00 USD 0.00 USD 7,560.00 7 87026 TASER ASSURANCE PLAN DOCK 2 ANNUALPAYMENT USD 216.00 USD 1,512.00 USD 0.00 USD 1,512.00 42 85070 TASER ASSURANCE PLAN ANNUAL PAYMENT, BODYCAM USD 204.00 USD 8,568.00 USD 0.00 USD 8,568.00 Groupl Total Before Discounts: Groupl Net Amount Due: USD 33,421.53 USD 33,421.53 Group3 QTY ITEM# DESCRIPTION UNIT PRICE TOTALBEFORE DISCOUNT DISCOUNT ($) NETTOTAL 42 70116 PPM, SIGNAL USD 89.99 USD 3,779.58 USD 0.00 USD 3,779.58 5 89301 PROFESSIONAL EVIDENCE.COM LICENSE: YEAR 3 PAYMENT USD 468.00 USD 2,340.00 USD 0.00 USD 2,340.00 150 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 USD 0.00 37 87301 BASIC EVIDENCE.COM LICENSE: YEAR 3 PAYMENT USD 180.00 USD 6,660.00 USD 0.00 USD 6,660.00 370 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 USD 0.00 41003 85035 EVIDENCE.COM STORAGE USD 0.75 USD 3,001.95 USD 0.00 USD 3,001.95 42 85100 EVIDENCE.COM INTEGRATION LICENSE: ANNUAL PAYMENT USD 180.00 USD 7,560.00 USD 0.00 USD 7,560.00 Page 2 of 4 QTY ITEM # DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($) NET TOTAL 7 87026 TASER ASSURANCE PLAN DOCK 2 ANNUALPAYMENT USD 216.00 USD 1,512.00 USD 0.00 USD 1,512.00 42 85070 TASER ASSURANCE PLAN ANNUAL PAYMENT, BODYCAM USD 204.00 USD 8,568.00 USD 0.00 USD 8,568.00 Group3 Total Before Discounts: Group3 Net Amount Due: USD 33,421.53 USD 33,421.53 Group4 QTY ITEM # DESCRIPTION UNIT .PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($) NET TOTAL 42 70116 PPM, SIGNAL USD 89.99 USD 3,779.58 USD 0.00 USD 3,779.58 5 89401 PROFESSIONAL EVIDENCE.COM LICENSE: YEAR 4 PAYMENT USD 468.00 USD 2,340.00 USD 0.00 USD 2,340.00 150 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 USD 0.00 37 87401 BASIC EVIDENCE.COM LICENSE: YEAR PAYMENT USD 180.00 USD 6,660.00 USD 0.00 USD 6,660.00 370 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 USD 0.00 4,003 85035 EVIDENCE.COM STORAGE USD 0.75 USD 3,001.95 USD 0.00 USD 3,001.95 42 85100 EVIDENCE.COM INTEGRATION LICENSE: ANNUAL PAYMENT USD 180.00 USD 7,560.00 USD 0.00 USD 7,560.00 7 87026 TASER ASSURANCE PLAN DOCK ANNUALPAYMENT USD 216.00 USD 1,512.00 USD 0.00 USD 1,512.00 42 85070 TASER ASSURANCE PLAN ANNUAL PAYMENT, BODYCAM USD 204.00 USD 8,568.00 USD 0.00 USD 8,568.00 Group4 Total Before Discounts: Group4 Net Amount Due: USD 33,421.53 USD 33,421.53 Group5 QTY ITEM # DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($) NET TOTAL 42 70116 PPM, SIGNAL USD 89.99 USD 3,779.58 USD 0.00 USD 3,779.58 5 89501 PROFESSIONAL EVIDENCE.COM LICENSE: YEAR 5 PAYMENT USD 468.00 USD 2,340.00 USD 0.00 USD 2,340.00 150 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 USD 0.00 37 87501 BASIC EVIDENCE.COM LICENSE: YEAR 5 PAYMENT USD 180.00 USD 6,660.00 USD 0.00 USD 6,660.00 370 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 USD 0.00 4,003 85035 EVIDENCE.COM STORAGE USD 0.75 USD 3,001.95 USD 0.00 USD 3,001.95 42 85100 EVIDENCE.COM INTEGRATION LICENSE: ANNUAL PAYMENT USD 180.00 USD 7,560.00 USD 0.00 USD 7,560.00 7 87026 TASER ASSURANCE PLAN DOCK 2 ANNUALPAYMENT USD 216.00 USD 1,512.00 USD 0.00 USD 1,512.00 42 85070 TASER ASSURANCE PLAN ANNUAL PAYMENT, BODYCAM USD 204.00 USD 8,568.00 USD 0.00 USD 8,568.00 GroupS Total Before Discounts: Group5 Net Amount Due: USD 33,421.53 USD 33,421.53 Page 3 of 4 Subtotal USD 172,872.65 Estimated Shipping & Handling Cost USD 405.92 Estimated Tax USD 6,553.99 Grand Total USD 179,832.56 Axon Body 2 Shipping Axon Body 2 is available for delivery between 8-10 weeks atter purchase date. You will be notified if there are any delays. Axon reserves the right to make product changes without notice. Signal Performance Power Magazine (SPPM) Pre -order Thank you for your interest in the Signal Performance Power Magazine (SPPM). This pre -order is a commitment to purchase the SPPM. The SPPM is available for delivery starting in November 2016. You will be notified if there we any delays. Axon reserves the right to make product changes without notice. Axon Enterprise, Inc.'s Sales Terms and Conditions for Direct Sales to End User Purchasers By signing this Quote, you are entering into a contract and you certify that you have read and agree to the provisions set forth in this Quote and Axon's Master Services and Purchasing Agreement posted at www.axon.corn/legal. You represent that you are lawfully able to enter into contracts and if you are entering into this agreement for an entity, such as the company, municipality, or government agency you work for, you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, do not sign this Quote. Signature: Name (Print): PO# (if needed): Date: Title: Quote: Q-99532-4 Please sign and email to Tanner McCormick at tmecormick@taseccom or fax to THANK YOU FOR YOUR BUSINESS! `Protect Life'© and TASERO are registered trademarks of Axon Enterprise, Inc, registered in the U.S. ® 2013 Axon Enterprise, Inc. All rights reserved. Page 4 of 4