HomeMy WebLinkAboutAgenda Packet - CC - 2016.04.18BURUNGAME
City of Burlingame BURLINGAME CITY HALL
501 PRIMROSE ROAD
BURLINGAME, CA 94010
Meeting Agenda - Final
City Council
Monday, April 18, 2016 7:00 PM Council Chambers
CLOSED SESSION - 6:00 p.m. - Conference Room A
a. Approval ofthe Closed Session Aoenda
b. Closed Session Communitv Forum: M embers of the Public Mav Address the Council
on the Closed Session nd Ti
Adiournmen tin Closed Sessionc
d CONFERENCE WITH REAL PR OPER TIATORS (Californ
Code Section 54956.8 ): Propertv: City of Burlinqame Parkinq F (APN 029224
No'€: Public comment is permiated 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, atthough the provision of a name, address or other identifying infomation 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 unan'mous unress sep arately 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
Ciay of Buding.me Printecl on 415,201C
270) and N (APN 029 231 240)
Aoencv neootiators: Kathleen Kane. Citv Aftornev: Gerald Ramiza. Soecial Counsel:
Lisa Goldman, Citv Manaoer: Bill Meeker. Communitv Develooment Director
Neootiatinq parties: Pacific West Communities. lnc.
Under neqotiation: price and terms for possible disposition
City Council Meeting Agenda - Final April 18,2016
CityolBuiingan.PaEe 2 Printed on tY15/2016
7. PUBLIC COMMENTS, NON.AGENDA
Mambersofthepublicmayspeakaboutanyitemnotontheagenda-Membersofthopubtcwishingto
suggest a, item for a future bouncit agenda may do so duting this public comment peiod. The Ralph M.
giin nct (the sfate locat agency open meeting law) prohibits the city council ftom acting on any matter
that is not on the agenda.
8. APPROVAL OF CONSENT CALENDAR
consentcalendaritemsareusuallyapprcvedinasinglemotion,unlesspulledforseparatediscussion,
Anymemberofthepublicwishingtocommentonanitemlistedheramaydosobysubmiltingaspeakel
sli; for that item in advance of the Council's consideratbn of the consent calendar'
a. Aporoval of Citv Council Meetino Minutes ADril 4' 2016
altachmen.5.: Aoril4. 2016 Meetino Minutes
6de to Estabiish aFparrino' Resriaion from s,oo P.trl. to 7,00 P.tvt.. tvtondav
toroh Ftid"r. Alono th" W""t Side of the 1700 Block of C"liforni" Dri'"
A ach,n6nb: Staff Reoort
Ordinanco
Draft Revised Chaoter 13 36'020
Location Mao
6;;;li; Establish a rour parkinq Limir on the 15OO Block of carol Avenue and the
100 Block of East Carol Avenue
44rsL_E; Staff Reoort
Ordinance
Draft Revised Chaoter 13.36 040
Location MaD
Aoreement with the E;;wav Area Business lmorovement District to lnstall ln-oround
Liohts as New Trees are Planted on Broadwav
Aalachmen's: Staff Reoort
Resolution
th" Aoreement BetwEi-ttre Citv of Burlinoame and VB Golf ll for Conduct of Golf
Operations at the Burlinoame Golf Center
a .chments: Staff Reoort
Resolution
Amendment No. 4
City Council Meeting Agenda . Final April 18,2016
f
h
City of Burlingama Pdnte.l on 4/15/2016
Adootion of a Resolution Aporovino the Procurement of MUSCO LED Liohtino
Fixtures. Associated Hardware and Controller for the Murrav Field Liohlino Proiect, and
Authorizino the Citv Manaoer to Execute the Purchase Contract
Attacht,,.,,''j Staff Reoort
Resolution
MUSCO Ouote
Adootion of a Resolution Authorizino the Citv Manaoer to Execute an Administrative
Services Aoreement and an lnvestment Aqreement with MassMutual Life lnsurance to
Provide Deferred Compensation Prooram Services to Citv Emolovees and to Authorize
the Citv Manaoer to Execute an Aqreement with Reliance Trust Comoanv to Provide
Trustee Custodial Services for the Deferred Comoensation Plan Assets
AllachmeD,s: Staff Reoort
Resolution
MassMulual lnvestment Aoreement
MassMutual Service Aoreement
Trust Aoreement
Adootion of a Resolution of lntention to Lew Broadwav Avenue Business lmorovement
District Assessments for Fiscal Year 201&17 and Settino a Public Hearino for Mav 16.
2016: and Aoorovino the Distict's Annual Report for 2015-16
Attachmea's] Staff ReDort
Annual Reoort
Resolution
Notice of Public Hearino
Notification to SBVVMA of the Citv of Burlinoame's Commitment to ParticiDate in lhe
Franchise Aoreement Extension Neootiations with Recoloov San Mateo Countv
Attachments: Staff Reoort
SBVVMA Plan
Adootion of the Revised FY 2016-2017 Goal Settinq lmolementation Aclion Plan
Aflachments: Staff Reoort
Exhibit A
s.
t.
i.
City Council Meeting Agenda - Final April 18, 2016
k.Adootion of a Resoluti on Aoorovino and Authorizi he Citv Man aoer to Execu te an
ment for sional Web D lo me
tation and ostino Service Between th Citv of Burl inoame and eliancelmol
Communications. LLC
!@@i staff ReooIt
Resolution
8EP
Probssional service Aoreement
Exbilit-A
Exhibit B
9. PUBLIC HEARINGS (Public Comment)
ration of A dments to C haoter 3 (Land-Use) of the Burlinoame towna.Conside
dments to Setback Sta ndards ln th e Howard Mixed Use HM u).Specifi c Plan. Am
ixed Use (M U). Bavswater Mixed Use (B MU). and Cal rnia Drive Aulo RowMvrtle
no Districts as Referenced in Ch rS 25.33. 25.34 25.35 and 25 .38(CAR) Zoni
Anachments:
ofT the Bu
Staff Report
Prooosed Ordinance
Downtown Soecafic Plan - Plan nino Areas
Plannino Commission Minutes - Januarv 25. 2016
Planni Commission Minutes - October 26 . 2015
Plannino Commission Minutes - Julv 27. 2015
e Munici Zoni nce
b.Hearin lution t-t Co the ci rlin ame n
ased On the CPI for thethe Sto Drainaqe Fee for Fiscal Year 2 1617 BY 2.Ook B
n Franci San J a as Pub rch 16
attechmehts:Staff Reoorl
Resolution
Consumer Price lndex
10. STAFF REPORTS AND COMMUNICATIONS (Public Comment)
a.hool Tr Pa.l estrian Sa ments U a
Atta.hments: Statf Reoort
Restrictions ShownCirculation Mao with
Printecl on 41 5n01 6
City Council Meeting Agenda - Final April 18,2016
b. Bicvcle and Pedestrian Advis orv Committee (BPAC) Uodate
Att.chments: StaffReoort
Draft BPAC Charter
Survev of insula Cities Req ino BPAC
11. COUNCIL COMMITTEE AND ACTIVITIES REPORTS AND ANNOUNCEMENTS
Councilmembers repod on commiftees and activities and make announcements.
I2. FUTUREAGENOAITEMS
13. ACKNOWLEDGMENTS
a.Monthlv Permit Activ itu - March. 2016
14. ADJOURNMENT
Notice: Any attendees wishing accommodations for disabilities please contact the City Clerk at
(650)558-7203 at least 24 hours betore the meeting. A copy ot the Agenda Packet is available fol
public review at the city cterk's office, city Hall, 501 Pimrose 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.buflingame.org. Agendas and
minutes are available al this sile.
NEXT CITY COUNCIL MEETING - Next regular City Council Meeting - Monday, May 2,
2016
VIEW REGULAR COUNCIL MEETING ONLINE AT WWW.BURLINGAME.ORG . GO TO
'crw couNclL vlDEos"
Any writings or documents provided to a maioity of the cw council regarding any item on this
agenda will be made avaitable for pubtic inspection at the Water Office counter at City Ha at 501
Pimrose Road duing normal business hours.
Pnnrdd on 415D016
Agenda I ten 8a
Meeting Dat-,e: 4/tg/f6
BURLINGAME CITY COUNCIL
Unapproved Minutes
Regular Meeting on April 4, 2016
I. CALLTOORDER
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 Community Development Director Bill Meeker.
3. ROLLCALL
MEMBERS PRESENT: Beach, Brownrigg, Colson, Keighran, Ortiz
MEMBERSABSENT: NONC
4. REPORT OUT FROI\I CLOSED SESSION
There was no closed session.
5. UPCOMINGEVENTS
Mayor Keighran reviewed the upcoming events taking place in the City.
6. PRESENTATIONS
There were no presentations.
7. PUBLIC COIIII\IENTS
There were no public comments.
8. CONSENTCALENDAR
Mayor Keighran asked the Councilmembers and the public if they wished to remove any items from the
Consent Calendar. No iterns were rernoved.
Councilmernber Brownrigg made a motion to adopt the Consent Calendar; seconded by Vice Mayor Ortiz
The motion was approved unanimously by voice vote, 5-0.
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Burtingame City Council April4,20l6
Unapproved Minutes
Agenda I telo 8a
Meeting Datce: 4/18/16
a. APPROVAL OF TIIE CITY COUNCIL MEETING MINUTES OF MARCII 16.2016
CC Hassel-Shearer requested Council approve the City Council Meeting Minutes of March 16,2016.
b. APPROVALOFTHE CITY COUNCIL MEETING MINUTES MARCH 2I.2016
CC Hassel-shearer requested Council approve the City Council Meeting Minutes of March 21,2016
c. OPEN NOMINATIO N PERIOD TO FILL TWO VACANCIES ON THE LIBRARY BOARD
OF TRUSTEES
City Manager Goldman requested Council open the nomination period to filI two vacancies on the Library
Board of Trustees.
d. ADOPTION OFARESOLUTION AUTHO RIZIN G THE CITY MANAGER TO EXECUTE
A THREE-YEAR AGRE EMENT WITH MAZE AND ASSOCIATES ACCOT]NTANCY
CORPORATION TO SE RVE AS THE CITY OF BURLINGAME'S INDEPENDENT
EXTERNAL FINANCIAL AUDITORS WITH AN OPTION TO EXTEND FOR TWO
ADDITIONAL YEARS
Finance Director Augustine requested Council approve Resolution No. 20-2016.
CDD Meeker requested Council approve Resolution No. 21-2016
9. PUBLIC HEARINGS
a. PUBLIC HEARING TO INTRODUCE AN ORI)INANCE AMENDING CHAPTER T336.020
OF THE BURLINGAME MUNICIPAL CODE TO ESTABLISH A'NO PARKING'
RESTRICTION FROM 5:00 P.M.TO 7:00 P.M.MONDAY THROUGH FRIDAY ALONG
THE WES T SIDE OF THE 17OO BLOCK OF CALIFORNIA DRIVE
Director of Public Works Muftuza presented his staff report recommending that Chapter 13.36.020 of the
Burlingame Municipal Code be amended to establish a'No Parking" restriction fiom 5:00 p.m. to 7:00 p.m.,
Monday through Friday, along the west side of the 1 700 block of California Drive. He explained that the
bicycling community requested improvements to address bicycle safety concems along the Califomia Drive
corridor north of Broadway. He stated that previously staff addressed some of the concems with appropriate
signage to ensure drivers are aware ofbicyclists (such as shared-lane markings). However, there are still
concems because ofhow narrow the road is which is made even more narrow by street parking.
Accordingly, staff recommends parking restrictions along the 1700 block of Califomia Drive during evening
peak hours to help alleviate safety concems.
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Burlingame City Council April4, 2016
Unapproved Minutes
e. ADOPTION OF A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE
AN AMENDMENT TO PROFESSIONAL SER\TCES AGREEMENT WITH PANORAMA
ENVIRONMENTAL. INC. TO PERFORM ENVIRONMENTAL REVIEW SERVICES
RE,LATED TO THE PROPOSED MULTI-FAMILY RESIDENTIAL DEVELOPMENT
PROJECT AT 1128-1T32 DOUGLAS AVENUE AND 524 OAK GROVE A\'ENUE
Agenda Item 8a
Meeting Datue: 4/L8/f6
Mayor KeighLran opened the item for public comment. No one spoke
Vice Mayor Ortiz thanked DPW Murtuza for his hardwork on this matter and stated that it was a great first
step. He asked that in the future the City looks at moming commutes and safety for student bicyclists.
Mayor Keighran asked City Clerk Hassel-Shearer to read the title of the Ordinance.
Councilmember Brownrigg made a motion to waive firther reading and introduce the proposed ordinance;
seconded by Vice Mayor Ortiz. This motion passed unanimously by voice vote, 5-0.
Mayor Keighran asked the City Clerk to publish notice ofthe proposed ordinance at least 5 days before its
proposed adoption.
DPW Murtuza presented his staff report recommending that Chapter 13.36.040 of the Burlingame Municipal
Code be amended to establish a 2-hour parking limit on the 1500 block ofCarol Avenue and the 100 block
of East Carol Avenue. He explained that the residents have requested 2-hour parking restrictions through the
City's Residential Permit Parking Program because of problems with dayime on-street parking by
employees from businesses around the Burlingame Avenue downtown area.
He explained that last year residents circulated a petition to consider implementing a 2-hour parking limit on
both sides of Carol Avenue and East Carol Avenue. Staffmet with the residents to discuss their concems
and identifu options. As well, DPW Murtuza explained that this issue was discussed at the lautary 24,2016
Traffic, Safety & Parking Commission meeting. He explained that the Commission unanimously voted to
support the implementation ofa 2-hour parking restriction along Carol Avenue and East Carol Avenue.
Accordingly, staff is requesting City Council pass the ordinance to implement 2-hour parking restrictions on
the 1500 block ofCarol Avenue and the 100 block ofEast Carol Avenue. He explained that the City is
working with the different businesses to ensure parking for their staff.
Councilmember Brownrigg asked why the residents requested that the 2-hour parking restriction be
applicable ovemight. He stated that he was under the impression that the parking issue was really more of a
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Burlingame City Council April4,2016
Unapproved Minutes
DPW Murtuza explained that at the February 11, 2016 Traffic, Safety & Parking Commission meeting, the
Commission received input from the bicycling community and the residents of the 1700 block of California
Drive. After reviewing all facts, the TrafEc, Safety & Parking Commission unanimously recommended
limiting street parking between 5:00 p.m. and 7:00 p.m.
Mayor Keighran asked ifbike counts were done during the peak evening hours. DPW Murtuza stated that he
didn't have the data with him, but that he believes that they were fewer than 100 during peak hours. He
stated that while this number has been consistent, there has been an increased awareness to ensure safety for
bicyclists.
b. PUBLIC HEARING TO INTRODUCE AN ORDINANCE AMENDING CHAPTER 13.36.040
OFTHE BURLINGAME MUNICIPAL CODE TO ESTABLISH A 2-IIOURPARKING
LIMIT ON THE 15OO BLOCK OF CAROL AVENUE AND THE 1OO BLOCK OF EAST
CAROLAVENUE
Agrenda Iten 8a
Meeting DaEe: 4/18/L6
problem during the daytime because ofthe businesses on Burlingame Avenue. DPW Murtuza stated that the
residents voiced their concem about people parking their cars ovemight.
Vice Mayor Ortiz asked if any residents opposed the 2-hour parking limit. DPW Murtuza stated that
residents wanted the 2-hour parking limit but didn't want to have to pay for the $50 parking permit. DPW
Murtuza reminded Council that under the Residential Permit Parking Program, residents can buy $50 parking
permits that allow them to park for extended periods of time during restricted parking hours.
Councilmernber Beach asked if from a policy perspective the City is doing enough to alleviate parking
concems for downtown business ernployees. She asked if the City considered increasing the number of
parking permits or requiring businesses to have onsite parking for employees or increasing the use ofother
lots, such as Lot O located near the train tracks. DPW Murnrza stated that when possible, businesses are
required to provide onsite parking for ernployees. He cited the examples ofWalgreens and Safeway. DPW
Murtuza also explained that City staffis continually working to see if other Lots, like Lot O, could be
utilized by local businesses. He explained that the issue with l.ot O is that if the City decreases the daily
parking rate it will fall below the daily rate at the Caltrain parking lot. Therefore, there is a concem that
commuters will start using Lot O instead of the Caltrain parking lot.
Councilmember Beach asked if the City reviewed the parking permit cost and if it was at the right price
point. DPW Murtuza stated he wasn't sure if there has been recent analysis about changing the fee. He
stated that the permit fee is designed to cover the cost of the program. Councilmember Brownrigg added that
the City is not allowed to set permit prices above cost ofrecovery.
City Manager Goldman stated that during the user fee study for the amendments to the master fee schedule,
the consultants found that while the City is not getting full cost-recovery the permit fee is usually set at
market rate. She explained that the consultants saw the cost of $50 being mfiket rate and did not foresee an
increase to this fee.
Mayor Keighran asked if the Residential Parking Permit Program was working. DPW Murtuza stated that
the program was successful in alleviating the parking concems ofresidents in their neighborhoods.
Councilmember Colson asked if the City conducts outreach to the community about the number of public
transportation options that exist in Burlingame. Mayor Keighran stated that this would be a good topic for
the general plan updates. City Manager echoed this statement and stated that organizations like commute.org
promote public transportation throughout the County.
Mayor Keighran opened the item for public comment. No one spoke.
Mayor Keighran requested the City Clerk Hassel-Shearer to read the title of the proposed ordinance.
Vice Mayor Ortiz moved to waive further reading and introduce the proposed ordinance; seconded by
Councilmember Colson. The motion passed unanimously by voice vote, 5-0.
Burlingame City Council
Unapproved Minutes
4
April4,20t6
Mayor Keighran asked how prevalent the issue of overnight parking is on this street. DPW Murtuza stated
that he didn't have the statistics but that the issue of ovemight parking is continually brought to his attention.
Agenda I ten 8a
trleeting Dat'e: 4/LB/16
Mayor Keighran asked the City Clerk to publish notice of the proposed ordinance at least 5 days before its
proposed ordinance.
IO. STAFFREPORTSANDCOMMUN ICATIONS
a. ADOPTION O F THE FY 2016-2017 GOAL SETTING IN{PLEMENTATION ACTION PLAN
Assistant to the City Manager Blackbum presented her staff report recommending City Council adopt the
City'sFY2016-20lTImplementationActionPlan('IAP').MsBlackbumgaveabriefoverview,stating
that on January 30,2016, City Council held its annual goal setting session. She explained that department
heads gave a presentation on significant achievements and then the City Manager reviewed the City's goals.
Afterwards, City Council reviewed and recommended changes to the Implementation Action Plan. She
explained that those changes are now presented to the Council for adoption.
Mayor Keighran asked that a new column be added to the IAP with completion dates. She stated that this
column would assist Council in understanding the workload of City staffand ensure that priorities were
completed. Assistant to the City Manager Blackbum replied in the affirmative.
Mayor Keighran asked about goal 1(bX2) concerning the City sigrr ordinance. City Attomey Kane stated
that the City had started working on this goal and that there might be changes to permanent signs following
updates to the general plan and that changes would be made to temporary signs.
Mayor Keighran stated that in relation to goal 3(e)(3) conceming developing the bay trail, polling would be
done to see where this item stood in the community's list of priorities.
Councilmember Beach discussed the format ofthe goal setting session. She stated that in looking at the list
oftasks on the lAP, she was concerned that Council was getting stuck in the minutia instead offocusing on
the big ideas/goals. Accordingly, she stated that her suggestion for future goal setting sessions was to focus
on the strategies and formulate a list of that year's top priorities.
Mayor Keighran stated that it was the decision of herself, the City Manager and the Assistant to the City
Manager to set up this year's goal session the way it was. She stated that the format of future goal sessions
should be a focus of a futre study session in order to allow the Council more time to discuss the subject.
Vice Mayor Ortiz stated that when he read the list of tasks that it struck him as stale. He agreed with
Councilmember Beach that they should look at the strategies and pare down the items.
Councilmernber Colson stated she was open at looking at the process but that she liked being able to see the
details behind each strategy.
Councilmember Brownrigg agreed with Councilmember Beach that the Council should focus on the goals
and strategies and not on the tasks. However, Councilmember Browrrigg stated that ifthe Council only
focuses on strategies it's hard to see when progress is made. Therefore, he supported Mayor Keighran's idea
that a discussion of the format should be done at a future time.
Mayor Keiglran stated that looking at the tasks reminded her of the amount of work that staff does on a day
to day basis.
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Burlingame City Council April 4, 20 I 6
Unapproved Minutes
Agenda Iteo 8a
Meeting Date: A/La/L6
Mayor Keighran opened the item up for public comment. No one spoke.
Mayor Keighran asked that the requested changes be made to the IAP and it be brought back to the Council
for their approval.
b. ADOPTION OF A RESOLUTION AUTHORIZING THE CITY MANAGER TO MODIFY
THE DEPARTI\IENT HEAD AND UNREPRESENTED EI\IPLOYEES CONIPENSATION
AND BENEFIT PLAN TO INCLUDE SIX JOB CLASSIFICATIONS FORNIERLY IN THE
BURL INGAME ASSOCIATION OF MIDDLE MANAGERS AND ANIENDING THE
SALARY AND COMPENSATION PACKAGE FOR THE SIX CLASSIFICATIONS
HR Loomis presented her staff report requesting Council approve Resolution No. 22-2016. She explained
that the City recently conducted a review of the BAMM classifications and determined that six
classifications needed to be excluded from the middle manager bargaining unit due to their management
and/or confidential duties. The six classifications are: Assistant Public Works DirectoriCity Engineer, Parks
Superintendent, Deputy Finance Director, Public Works Superintendent, Planning Manager, and Chief
Building Official. Accordingly, staffbelieves these six classifications should be moved to the Department
Head and Unrepresented classifi cation.
She explained that effective January 1, 2016, the Departrnent Head and Unrepresented employees and the
City entered into a three year contract. These six new classifications would receive the same benefits
including the 370 pay increase and all other applicable benefits.
Councilmember Colson made a motion to adopt Resolution No. 22-2016; seconded by Councilmember
Beach. The motion passed unanimously by voice vote, 5-0.
c. ADOPTION O F A RESOLUTION OF INTENT TO AMEND THE CITY OF BURLINGANIE
\IASTER FEE SCHE DULE EFFECTTVE JULY I.2016: AND SET THE PUBLIC HEABING
FOR SUCH AMENDMENT FOR NIAY 2.20I6
d, ADOPTIONOFARESO LUTION AUTHORIZING THE CITY MANAGER TO EXECUTE
AN EXCLUSIVE NEGOTIATING AGREEMENT WITH PACIFIC WE S T COMMUNITIES.
INC. FO R BURLINGAME CITY PARKING LOTS F AND N
City Attomey Kane presented her staff report requesting Council approve Resolution No. 24-2016. City
Attomey Kane gave a brief overview of the history of this matter. She stated that there was an extensive
RFP process in which the City looked for developers that would be interested in creating affordable housing
and enhanced parking facilities on City parking lots F and N. After considerable review and public
meetings, the Council selected Pacific West Communities, Inc., as the preferred developer.
She explained that the purpose of the exclusive negotiating agreement ("ENA") is generally to provide
assurance for the developer that the City is not going to sell the property to someone else. Having an ENA
provides certainty to both parties and creates an end date. She further explained that because the project is
for the development of affordable housing and enhanced parking facilities for the benefit of the public, the
Burlingame City council U
ooril4,2ol6
Unapproved Minutes
This item was rernoved from the agenda for a date to be determined.
Lastly, she noted that nothing in the ENA or any agreement entered into by June this year will commit the
City to approve any development on Lots F and N.
Mayor Keigkan asked about section 7 of the ENA which stated that the developer wouldn't engaged in
discussions, negotiations or lobbying of any City Council or Planning Commission members or other City
employees or officials as may be designated by the City Manager. Her question was does this section
preclude the downtown subcommittee (which is comprised of Councilmernber Brownrigg and Colson) Iiom
determining and ensuring milestones are met. City Attorney Kane stated that no, once the project is
underway the process is fully public with plenty of chances for the public and the Council to review and
weigh in on the process.
Councilmernber Brownrigg stated that when the RFP was first created the critical criteria was to at least
replace the public parking. The other point was to not encumber the Cily budget.
Burlingame resident Dennis Gale and Tom Hatfield who live in a condominium complex adjacent to parking
Lot F discussed their concem about the design of the proposed project. Mr. Gale and others asked that they
be notified ofdevelopments in this project so that they can be proactive not reactive and offer their concerns
at an appropriate time.
Mayor Keighran asked the residents who are interested in the development of Lot F and N to give their
emails to the City Clerk who will keep them updated on when this item is agendized.
Caleb from the Pacific West Communities, Inc. offered his business cards to those interested in the
development and encouraged members ofthe public to contact him about their concems on this matter.
Councilmember Brownrigg made a motion to adopt Resolution No. 24-2016; seconded by Vice Mayor Ortiz.
The motion passed unanimously by voice vote, 5-0.
II. COUNCIL COIIIMITT EE AND ACTIVITIES REPORTS AND ANNOUNCENIENTS
Council reported on various events and committee meetings they each attended on behalfofthe City.
12. FUTUREAGENDA IT EMS
There were no future items.
I3. ACKNOWLEDGEMENTS
There were no acknowledgements.
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Aprit 4, 2016
Agenda Iten 8a
lrleeting Daxe: 4/78/16
City is not seeking fulI reimbursement of all potential related costs. lnstead reimbursernent is capped at
$80,000.
Mayor Keighran asked at what point the City develops benchmarks and milestones for the developer to meet.
City Attomey Kane responded that that would go into the disposition agreement which would be created
between now and June, and would include the timeline for design, public process, CEQA and other items.
Burlingame City Council
Unapproved Minutes
Agrenda Iten 8a
Meeting Dal-e: 4/fa/!6
14. ADJOIJR}IMENT
Mayor Keighran adjoumed the me€ting at 8:32 pm in mernory of Maureen Murphy and Jim Tramel.
Respectfully submitted,
Meaghan Hassel-Shearer
City Clerk
Burlingame City Council
Unapproved Minutes
8
Aprit 4, 2016
STAFF REPORT
To:Honorable Mayor and City Council
Date: April 18,2016
Syed Murtuza, Director of Public Works - (650) 558-7230
Kathleen Kane, City Attorney - (650) 558-7204
Subject:Adoption of an Ordinance Amending Chapter 13.36.020 of the Burlingame
Municipal Code to Establish 'No Parking' Restriction from 5:00 P.M. to 7:00
P.M., Monday Through Friday, Along the West Side of the 1700 Block of
California Drive
Staff recommends that the City Council adopt the attached ordinance amending Chapter
13.36.020 of the Burlingame Municipal Code to establish a 'No Parking' restriction from 5:00 P.M.
to 7:00 P.M., Monday through Friday, along the west side of the '1700 block of california Drive,
by:
'1 . Adopting the proposed ordinance by motion.
2. Directing the city clerk to public a summary of the ordinance within 15 days of adoption.
BACKGROU ND
The bicycling community has requested improvements to address bicycle safety concerns along
the California Drive corridor north of Broadway. To address some of their concerns, the City has
installed safety improvements including driver feedback signs, additional Signage, and shared-
lane markings in both directions (sharrows). Although these improvements have made positive
impacts in terms of motorists' awareness of their speed and the presence of bicyclists on the
roadway, there are still concerns about existing limited road width for bicyclists' safety. After
studying the matter, staff determined that a limited parking restriction along the 1700 block of
California Drive during the evening peak hours would address bicyclists' concerns and would
improve safety.
Last year, staff had several meetings with members of the bicycling community and the residents
on the 1700 btock of California Drive about potential impacts of restricted parking. The bicyclists
cited concerns including: vehicle speeds and volume, a lack of a dedicated bicycle lane, the
narrow roadway width when vehicles are parked, and the increase in the number of bicyclists
using this route. The residents voiced concerns over the need for flexible parking options due to
limited on-site space, and the potential for increased speeds in the absence of the on-street
parking. There are a total of six on-street parking spaces that will be affected by the proposed
'No Parking' restriction.
1
AGENDANO: 8b
MEETING DATE: April 18,2016
From:
RECOMMENDATION
Ordinance Adoplion for Pa*ing Reslriclions on
the 1700 block of California Drive
Apfl 18, 2016
The matter was discussed by the Traffic Safety and Parking Commission (TSPC) at its regular
meeting on February 11, 2016, which was attended by the residents of the 1700 block of
California Drive and members of the bicycling community. After seeking public input and
conducting extensive deliberations, the TSPC unanimously recommend a limited parking
restriction on the west side of the 1700 block of California Drive from 5.00 p.m. to 7.00 p.m.
Based on engineering analysis, public input, and the recommendation from the TSPC, staff is
requesting that the City Council adopt the attached ordinance to implement a limited parking
restriction during the p.m. peak period to address bicyclists' concerns as a short-term solution.
This change would provide additional roadway width and relief for southbound bicyclists during
the 5:00 p.m. to 7:00 p.m. peak period, Monday through Friday. This time period corresponds to
the vehicle peak period where most potential conflicts could occur. Recent bike counts have
confirmed that the majority of bicyclists are northbound along California Drive during the a.m.
peak period, while these same bicyclists are retuming southbound during the p.m. peak period.
Restricting the parking, rather than eliminating the on-street parking altogether for the residents,
is a compromise to maintain some on-street parking while improving safety for bicyclists. Staff
views this as a short-term improvement while the City undergoes a feasibility study to determine a
dedicated bicycle facility along California Drive. The recommendation to restrict parking only
during the p.m. peak hours makes a provision for residents who park on-street during the
weekday evenings, to be able to park their vehicles overnight, without the worry of moving them
again in the morning. The City Council held a public hearing on April 4, 2016, and introduced the
attached ordinance, which is now presented for final approval.
FISCAL IMPACT
There will be costs and staff time involved in the installation of parking restriction and turn
restriction signage. These costs will be covered by Department's operation budget.
Exhibits:
. Ordinance
. Draft Revised Chapter 13.36.020
. Location Map
2
DISCUSSION
ORDINANCE NO.
The CITY COUNCIL of the GITY OF BURLINGAME does hereby ordain as follows:
Section 1. Factual Background and Findings
WHEREAS, the City has received requests from bicyclists who ride along
California Drive regarding their safety concerns due to the narrow roadway, and lack of a
dedicated bicycle facility; and
WHEREAS, the west side of the 1700 block of California Drive, between
Trousdale Drive and Dufferin Avenue, currently has no parking restrictions;
WHEREAS, on February 11, 2016, the Traffic Safety and Parking Commission
(TSPC) discussed this matter and obtained input from the residents of the 1700 block of
California Drive and bicyclists present at the meeting; and at the conclusion of the
meeting, the TSPC unanimously recommended the on-street parking restriction from
5:00 p.m. to 7:00 p.m., Monday through Friday along the above mentioned section of
California Drive.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BURLINGAME DOES
ORDAIN AS FOLLOWS:
Section 2.The City Council hereby amends the 'Chapter 13.36.020 No parking
during specified hours' of the Burlingame Municipal Code as follows:
Section (5) of Chapter 13.36.020 shall be amended to read as follows:
AN ORDINANCE OF THE CITY OF BURLINGAME
AMENDING CHAPTER 13.36.020 OF THE BURLINGAME MUNICIPAL CODE TO
ESTABLISH A'NO PARKING'RESTRICTION FROM 5:00 P.M. TO 7:00 P.M.,
MONDAY THROUGH FRIDAY, ALONG THE WEST SIDE OF THE 17OO BLOCK OF
CALIFORNIA DRIVE BETWEEN TROUSDALE DRIVE AND DUFFERIN AVENUE
WHEREAS, Public Works Department staff studied the bicycle safety concerns
and determined that a parking restriction along the 1700 block of California Drive will
improve bicycle safety and address concerns; and
"California Drive, west side from Juanita Avenue to Broadway between
7:00 a.m. and 9:00 a.m., and between 4:00 p.m. and 6:00 p.m; west side
from Trousdale Drive to Dufferin Avenue, between 5:00 p.m. and 7:00
p.m., Monday through Friday"
Section 3.The Public Works Director is hereby directed to install required parking
signs and to take all other necessary actions to implemenl this parking
restriction along the 1700 block of California Drive, between Trousdale
Drive and Dufferin Avenue.
Section 4.The City Clerk is directed to publish this ordinance in the manner required
by law.
Ann Keighran, Mayor
l, Meaghan Hassel-Shearer, City Clerk of the City of Burlingame, do
hereby certify that the foregoing ordinance was introduced at a public hearing conducted
at a regular meeting of the City Council held on the 4s day of April, 2016, and adopted
thereafter at a regular meeting of the City Council held on the 1 8h day of April, 2016, by
the following vote:
AYES:
NOES:
ABSENT:
Councilmembers:
Councilmembers:
Councilmembers:
Meaghan Hassel-Shearer, City Clerk
DRAFT REVISED CHAPTER 13.36.020 OF THE BURTINGAME MUNlCIPAL CODE
13.36.020 No parkinB during specified hourc.
It shall be unlawful for the operator of any vehicle to park the vehicle on the following streets on the
designated hours and days:
(1) Adrian Road, east side between 8:00 a.m. and 6:00 p.m., Sundays and holidays excepted;
(2) Airport Boulevard, east side, from Beach Road to Fisherman's Park, between 10:00 p.m. and 6:00
a.m.;
(3) Broadway, both sides from El camino Realto california Drive,4:00 a.m. to 6:00 a'm., Sundays
and holidays excepted, unless othenvise prohibited or limited;
(4) Burlingame Avenue, north side, from El Camino Real to Occidental Avenue between 8:00 a.m.
and 6:00 p.m.;
(5) California Drive, west side from luanita Avenue to Broadway between 7:00 a'm' and 9:00 a.m.,
and between 4:oo p.m. and 6:00 p.m.; west side lrom Trousdale Drive to DuIIe n Avenue between 5:(n
p.m. and 7:(N p.m., Monddy through Ftiddy;
(6) Carmelita Avenue, south side, from California Drive to ElCamino Real, between 7:00 a.m. and
9:OO a.m., north side, from california Drive to El Camino Real, between 4:00 p.m. and 5:00 p-m.;
(7) Carolan Avenue, east side, from Burlingame Avenue to Oak Grove Avenue between 3:00 p.m.
and 6:00 p.m.; east side between Broadway and a point two hundred twenty-five (225) feet southerly
from the southeasterly right-of-way line of Broadway from 8:00 a.m. to 9:00 a'm.; west side from
Sanchez Creek to the centerline of Larkspur Drive from 10:00 p.m. to 7:00 a.m.;
(8) El Camino Real West Service Road from Trousdale to Murchison from 2:00 a.m. to 6:00 a.m.;
(9) Gilbreth Road, both sides, from Cowan Road to Mahler Road, between 10:00 p.m. and 5:00 a.m.;
(10) Howard Avenue, north side, from El Camino Real to crescent Avenue, between 8:00 a'm' and
6:00 p.m., Sundays and holidays excepted;
(11) peninsula Avenue, north side from the Southern Pacific right-of-way to Humboldt street,
between 8:oo a.m. and 6:oO p.m., Sundays and holidays excepted;
(12) Rhinette Avenue, south side, between 9:OO a'm' and 6:00 p.m., Sundays and holidays excepted;
and
(13) Rollins Road, west side from North Carolan Avenue to Broadway from 4:00 p.m. to 6:00 p.m.
(ord. 1136 $ 7, (1978); ord. 1168 I 1, (1980); Ord. 11s7 S 1, (1980); ord. 1283 I 3, (1984); ord. 1323 5 2,
(1986); Ord. 1408 91, (1990); Ord. 14s1 5 2, (1992); ord. 1564 51, (1996); Ord. 1s80 S 3, (1997); ord.
1s8s $ 2,(1998); Ord. 1s97 5 2, (1998); Ord. 1611 I2, (1999); ord. 1696 5 2, (2002); Ord. t73492,
(2004); ord. 1798 5 3, (2007))
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STAFF REPORT AGENDA NO: 8c
MEETING DATE: April 18,2016
To:Honorable Mayor and City Council
Date: April 18,2016
From:Syed Murtuza, Director of Public Works - (650) 558-7230
Kathleen Kane, City Aftorney - (650) 558-7204
Subject:Adoption of an Ordinance Amending Chapter 13.36.040 of the Burlingame
Municipal Code to Establish a 2-Hour Parking Limit on the 1500 Block of
Carol Avenue and the 100 Block of East Carol Avenue
Staff recommends that the City Council adopt the attached ordinance amending Chapter
13.36.040 of the Burlingame Municipal Code to establish a 2-hour parking limit on the 1500 block
of Carol Avenue and the 100 block of East Carol Avenue by:
1. Adopting the proposed ordinance by motion.
2. Directing the City Clerk to publish a summary of the ordinance within 15 days of adoption
The 1500 block of Carol Avenue is located between El Camino Real and Barroilhet Avenue, while
the 100 block of East Carol Avenue is between Carol Avenue and Barroilhet Avenue. The streets
currently have no on-street parking restrictions for either of these blocks.
The residents of Carol Avenue and East Carol Avenue have requested 2-hour parking restrictions
through the City's Residential Permit Parking Program (RPPP) because of problems with daytime
on-street parking by employees from businesses around the Burlingame Avenue downlown area.
Attempts were made by staff to relieve the neighborhood of the non-resident parking, but these
attempts were unsuccessful.
Late last year, a petition was circulated to consider implementing a 2-hour parking limit on both
sides of Carol Avenue and East Carol Avenue. Staff met with the residents to discuss their
concerns and identified the subject streets for consideration of inclusion in the RPPP. Of the 34
homes in the neighborhood, 24 supported approving the parking restriction, which translated into
a 71% support rate.
1
RECOMMENOATION
BACKGROUND
DISCUSSION
The Traffic Parking and Safety Commission (TPSC) discussed this matter at their January 24,
2016 meeting. Residents from Carol Avenue and East Carol Avenue were present to voice their
Ordinance Adoplion for 2-Hour Parking Resariction on
Carol Avenue and East Carol Avenue
Apfl 18, 2016
concerns, support, and objections. After analyzing residents' input and discussing the matter, the
TPSC unanimously voted to support the implementation of a 2-hour parking restriction along
Carol Avenue and East Carol Avenue, concunent with staffs recommendation. As a result, staff
is requesting that the City Council introduce the attached ordinance amending Chapter 13.36.040
of the Burlingame Municipal Code to implement 2-hour parking restrictions on the subject streets.
The City Council held a public hearing on April 4, 2016, discussed the matter and introduced the
attached ordinance. Upon City Council adoption of the ordinance and installation of the parking
restriction signage, residents on Carol Avenue and East Carol Avenue will be eligible for the
RPPP. lmplementation of the RPPP will occur within two weeks after parking restriction signage
is installed along the subject streets.
There will be minor costs and staff time involved in the installation of 2-hour parking signage and
administering the residential parking permit program, which will be absorbed within the
Department's current fiscal year's operation budget.
Exhibits:
o Ordinance
. Draft revised Chapter 13.36.040
. Location Map
2
FISCAL IMPACT
oRDINANCE NO._
AN ORDINANCE OF THE CITY OF BURLINGAME
AMENDING CHAPTER 13.36.040 OF THE BURLINGAME MUNICIPAL CODE TO
ESTABLISH A TWO.HOUR PARKING LIMIT ON THE 15OO BLOCK OF CAROL
AVENUE AND THE lOO BLOCK OF EAST CAROL AVENUE
The CITY COUNCIL of the CITY OF BURLINGAME does hereby ordain as follows:
WHEREAS, the City has received a petition from residents of the 1500 block of
Carol Avenue, from El Camino Real to Barroilhet Avenue, and the 100 block of East
Carol Avenue, from Carol Avenue to Barroilhet Avenue, regarding longterm daytime
parking problems resulting from downtown employees parking on these streets; and
WHEREAS, the 1500 block of Carol Avenue, from El Camino Real to Barroilhet
Avenue, and 100 block of East Carol Avenue, from Carol Avenue to Barroilhet Avenue,
currently have no parking restrictions; and
WHEREAS, on January 14, 2016, the Traffic Safety and Parking Commission
(TSPC) discussed this matter with residents of the 1500 block of Carol Avenue and the
100 block of East Carol Avenue; and
WHEREAS, at the conclusion of the meeting, the TSPC determined that the
parking situation on the 1500 block of Carol Avenue, from El Camino Real to Barroilhet
Avenue, and the 100 block of East Carol Avenue, from Carol Avenue to Barroilhet
Avenue, met the policy requirements to qualify for the Residential Parking Permit
Program (RPPP), with significant support from the residents of those blocks; and
WHEREAS, the 2-hour parking time-limit restriction is a pre-requisite to the
inclusion of Carol Avenue, from El Camino Real to Barroilhet Avenue, and East Carol
Avenue, from Carol Avenue to Barroilhet Avenue into the RPPP; the addition of the
above portion of Carol Avenue and East Carol Avenue to the RPPP will occur after
Council approval of the ordinance amendment, and after the installation of 2-hour
parking limit signage by the Public Works Department.
Section 1. Factual Background and Findings.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BURLINGAME
DOES ORDAIN AS FOLLOWS:
Section 2.'Chapter 13.36.040 Two-hour parking' of the Burlingame Municipal Code
is amended to add new Sub-sections (a) (34) and (35), which shall read
as follows:
"(34) Carol Avenue, both sides, from El Camino Real to Barroilhet
Avenue; and
(35) East Carol Avenue, both sides, from Carol Avenue to Barroilhet
Avenue,"
Section 3 The Public Works Director is directed to install parking signs and to take
all other necessary actions to implement this parking restriction change
on Carol Avenue, from El Camino Real to Barroilhet Avenue, and East
Carol Avenue, from Carol Avenue to Banoilhet Avenue.
Section 4.The City Clerk is directed to publish this ordinance in the manner required
by law.
Ann Keighran, Mayor
l, Meaghan Hassel-Shearer, City Clerk of the City of Burlingame, do
hereby certify that the foregoing ordinance was introduced at a public hearing occurred
at a regular meeting of the City Council held on the 4th day of April, 2016, and adopted
thereafter at a regular meeting of the City Council held on the 1 8b day of April, 2016, by
the following vote:
AYES:
NOES:
ABSENT:
Councilmembers:
Councilmembers:
Councilmembers:
Meaghan Hassel-Shearer, City Clerk
DRAFT REVISED CHAPTER 13.36.040 OF THE BURLINGAME MUNICIPAL CODE
13.36.040 Two-hour parking.
It is unlawful for the driver of any vehicle to park such vehicle, unless elsewhere in this title otherwise
provided, for a longer period than two (2) hours between the hours desiSnated any day, excepting
Sundays and holidays, upon any part of the following streets, or portions of streets:
(a) 8:00 a.m. to 5:00 p.m.:
(1) Adrian Road, west side, one hundred fifty-five (155) feet southerly from the southeast end of the
curb return of David Road;
(2) Anita Road, west side, from Peninsula Avenue one hundred and forty-five (145)feet north
toward Bayswater Avenue;
(3) Bayswater Avenue from El Camino Real to Park Road; south side, from California Drive to the
Southern Pacifi c Railroad right-of-way;
(4) Bellevue Avenue, except the south side from Primrose Road to Almer Road;
(5) Burlingame Avenue, from Myrtle to Carolan Avenue; south side from Occidental to El Camino
Real;
(6) california Drive, west side, from Carmelita Avenue to Palm Drive; from Burlingame Avenue to
peninsula Avenue; from Oak Grove Avenue four hundred (400) feet northwards to 755 California Drive,
except areas designated for thirty (30) minute parking;
(7) Capuchino Avenue from four hundred (400) feet southerly of the centerline of Broadway to
Lincoln Avenue;
(8) Carmelita Avenue, south side, from El Camino Real to Chula Vista Avenue;
(9) Carolan Avenue, west side, from Oak Grove Avenue to Burlingame Avenue; east side, from one
hundred (100) feet northerly ofToyon Drive to four hundred sixty (460) feet northerly ofToyon Drive;
and east side, from Cadillac way to Broadway;
(10) Chapin Avenue, from Chapin Lane to El Camino Real;
(11) Chula Vista Avenue from the centerline of Broadway to four hundred ten feet (410) southerly of
the centerline of Broadway;
(12) Douglas Avenue;
(13) East Lane, east side, from Burlingame Avenue to Howard Avenue;
(14) El Camino Real service road between Dufferin Avenue and Murchison Drive;
(15) Howard Avenue, south side, from Crescent Avenue to El Camino Real and from California Drive
to the Southern Pacific Railroad right-of-way;
(15) Laguna Avenue from two hundred eighty feet (280) southerly to five hundred ten (510) feet
northerly of the centerline of Broadway;
(17) Lorton Avenue, west side, from Bayswater Avenue to Howard Avenue; east side, from Howard
Avenue one hundred twenty (120) feet south toward Bayswater and forty (40) feet north toward
Burlingame Avenue;
(18) Magnolia, west side, from Trousdale Drive to Plaza Lane;
(19) North Carolan Avenue with three (3) parking spaces along the lot front of 1361 North Carolan
Avenue;
(20) Occidental Avenue, from El Camino Real to Ralston Avenue;
(21| Paloma Avenue from three hundred ten (310) feet southerly of the centerline of Broadway to
Lincoln Avenue;
(22) Park Road, except the west side, from Howard Avenue to Bayswater Avenue;
(23) Primrose Road, west side, from Howard Avenue to El Camino Real;
(24) Ralston Avenue, from Occidental Avenue to El Camino Real;
(25) Rollins Road from ninety (90) feet northerly ofToyon Drive tofour hundred sixty (460) feet
northerly of Toyon Drive;
(25) South Lane, both sides;
(27) Trousdale Drive, north side, from the curb return ofTrousdale Drive and California Drive to
ninety (90) feet west of said curb return;
(28) Trousdale Drive, south side, from the curb return of Marco Polo Way to forty (40) feet east of
said curb return;
(29) Marco Polo Way, east side, from the curb return ofTrousdale Drive to forty (40) feet south of
said curb return;
(30) Crescent Avenue, both sides, from the curb return of Ralston Avenue to the curb return of
Howard Avenue;
(31) 160o block of Howard Avenue, both sides, from the curb return ofcrescent Avenue to the curb
return of Occidental Avenue;
(32) Newlands Avenue, both sides;
(33) Cypress Avenue, both sides, from El Camino Real to twenty (20) feet southerly of the centerline
of Central Avenue (between the addresses of 1500 and 5141).
(34) Corol Avenue, both sides, lrom El Comino Real to Bdrroilhet Avenue; dnd
(35) Eost Corol Avenue, both sides, from Cdrol Avenue to Bofioilhet Avenue,
(b) 9:00 a.m. and 4:00 p.m.:
(1) Carmelita Avenue, north side, between Chula Vista Avenue and El camino Real;
(2) Magnolia Avenue, east side, from three hundred (300) feet north of the center line of Trousdale
Drive to Murchison Drive. (Ord. 1136 5 7, (1978); Ord. 1150 5 1, (1979); Ord. 1195 5 1, (1981); ord. 1200
9 3, (1981); ord. 1212 5 1, (1981); ord. 1274 I 1, (1984); ord. L283I 4, (1984); Ord. 1349 95 2, 3, (1987);
Ord. 1353 5 1, (1987); ord. 73719 2, (1988); Ord. 1420 S 1, (1990); ord. 1434 92, (1991); Ord. 1440 5 1,
(199U; ord. 1467 I r, (1992); ord. 1a91 I 1, (1993); Ord. 1496 I2, (1994); Ord. 1524 5 1, (199s); ord.
1554 5 1, (1996); Ord 1504 5 2, (1998); Ord. 1638 5 2, (2000); ord. 1574 5 s, (2001); Ord. 1684, (2002);
Ord. 1690 5 3, (2002); ord. 1734 5 3, (2004); Ord. L77752, (20os); Ord. 1804 I2, (2007); Ord. 1860 95
2,3, (20771; ord. 1882 5 2, (2013); ord. 1886 5 2, (2013); ord. 1893 5 2, (2013); Ord. 189s $ 2, (2013);
ord. 1904 5 2, (2014))
LOCATION IVAP
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STAFF REPORT AGENDA NOr 8d
MEETING DATE: April 18,2016
To:Honorable Mayor and City Council
Date: April 18,2016
From: Margaret Glomstad, Parks and Recreation Director - (650) 558-7307
Subject: Adoption of a Resolution Authorizing the City Manager to Negotiate and
Execute an Agreement with the Broadway Area Business lmprovement
District to lnstall ln-ground Lig hts as New Trees are Planted on Broadway
Staff recommends the City Council adopt a resolution authorizing the City Manager to negotiate
and execute an agreement with the Broadway Area Business lmprovement District to install in-
ground lights as new trees are planted on Broadway.
The existing trees on Broadway are currently lit with string lights. String lights work well on
established trees; however, on newly planted trees, the string lights need to be adjusted at least
monthly so they do not constrict the growth of the trees and damage them. The damage can
include impeding the growth of the trunk, disfiguring the tree, and cutting the circulation of the
tree, which can severely damage or kill the tree.
City staff has experienced challenges with the string lights on the newly planted trees along
Burlingame Avenue. ln order to avoid the same problems, staff has been working with the
Broadway Area Business lmprovement District (BlD) to resolve the challenges of having string
lighting. The result is the proposal to install in-ground LED lighting that will illuminate each tree,
decrease the expense to replace the string lights (averaging four times a year at a cost of $4,500
paid by the BID), and be visually appealing. The proposed LED fixtures have a five-year warranty
and 40,000 to 50,000 hours of use.
To complete this poect, a total of 51 trees will be replanted, requiring a total of 102 in-ground
light fixtures. ln 2016, 18 to 20 trees will be replanted, including 16 Crape Myrtles and two to four
1
RECOMMENDATION
BACKGROUND
The ornamental Aristocrat Pear street trees on Broadway in the business area have been
suffering from fire blight, while the Carrotwoods in the bulb outs at each intersection have been
damaged by passing trucks due to their broad canopy, which can also obscure pedestrian
visibility. ln order to resolve these issues, on February 16, 2016, the City Council approved a tree
replacement plan for Broadway, which includes replacing each Aristocrat Pear as it dies with the
disease-resistant Redspire Pear and replacing the Carrotwoods with Crape Myrtles at one time in
order to expedite the process and maintain uniformity on Broadway.
Agreement with Btoadway Business lmprovement Dislrict for ln-ground Lights April 18, 2016
street trees, depending on the decline of the Aristocrat Pears. The remaining Pears will be
replaced over time as they decline.
To make this project financially feasible and for the benefit of the community, the Broadway Area
BID Board is requesting to partner with the City.
The BID's proposal includes the following
1. The City and the BID would share the cost of the lights 50/50.
2. For the initial installation of 36 - 40 fixtures, the City would provide the BID with a loan for
their share of the cost. The BID would then repay the City $4,000 per year until their 50%
share is reached. (Under this scenario, repayment would be within three years of the initial
installation.)
3. As the remaining Pears decline and the City plants each new tree, the BID would work in
coordination with the Parks Division staff to coordinate the installation of the fixtures.
4. The BID would be responsible for managing the purchase and installation of the fixtures.
5. Once the lights are installed, the BID would be responsible for the expense for bulb
replacement and maintenance to ensure the lights are in good working order.
6. Staff would coordinate with the BID each year to determine the anticipated expense to
purchase and install the next round of fixtures. This would occur when the City Arborist
performs his annual evaluation of the remaining trees each spring.
7. Future year light installation would be funded 50/50, without the need for a loan to the
BID.
8. To collect the BID's annual payment for the initial installation, the City could retain the
amount due from the fees the City collects from the merchants for their annual BID
assessment.
FISCAL IMPACT
Each tree needs two light fixtures, at an estimated cost of $446 and an installation cost of
approximately $500, totaling $946 per tree.
The anticipated expense for 2016 is $17,028 - $18,920. Future year installations are anticipated
to total $4,730 per year (estimating five replacement trees each year). The total expense to
install in-ground lights along Broadway at today's prices is $48,246. The total of the City's share
would be $8,514 - $9,460 for the first year and approximately $2,400 each year thereafter until all
the trees have been replaced, approximately six to eight years depending on the decline of the
Aristocrat Pears.
Staff requests an amendment to the Economic Development (Planning) budget for FY 2015-16
for the amount needed for the installations that will be completed this fiscal year. Future year
expenditures will be included in the Economic Development (Planning) Budget.
Exhibit:
. Resolution
2
otscussroN
ADOPTION OF A RESOLUTION AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND
EXECUTE AN AGREEMENT WTH THE BROADWAY AREA BUSINESS IMPROVEMENT
OISTRICT TO INSTALL IN.GROUND LIGHTS AS NEW TREES ARE PLANTED ON
BROAWAY
WHEREAS, on February 16, 2016, the City Council approved a tree replacement plan
for Broadway; and
WHEREAS, each Aristocrat Pear will be replaced with the disease-resistant Redspire
Pear as it declines; and
WHEREAS, the Carrotwoods will be replaced with Crape Myrtles at one time in order to
expedite the process and maintain uniformity on Broadway; and
WHEREAS, staff has been working with the Broadway Area Business lmprovement
District (BlD) to resolve the challenges of replacing the cunent string lighting with new string
lighting; and
WHEREAS, staff and the BID Board propose to install in-ground LED lighting that will
illuminate each tree; and
WHEREAS, the City and the BID will share the cost evenly; and
WHEREAS, the BID will be responsible for the expense for bulb replacement and
maintenance to ensure the lights are in good working order.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
BURLINGAME AS FOLLOWS:
1 . The City Council hereby approves entering into an agreement between the City and
the Broadway Area Business lmprovement District to install in-ground lights for the newly
planted trees along Broadway and equally share in the cost.
2. The City Council hereby agrees to loan the Broadway Area Business lmprovement
District the funds for the initial year's installation.
3. The City Council hereby approves an amendment to the Economic Development
(Planning) budget for FY 2015-16 for the estimated amount of $18,920 for the installations that
will be completed this fiscal year.
4. The City Manager is hereby authorized to negotiate and execute an agreement
between the City and the Broadway Area Business lmprovement District for the installation of
in-ground lights consistent with the terms set forth in this resolution.
Ann Keighran, Mayor
RESOLUTTON NO._
l, 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 't8th
day of April, 2016, and was adopted thereafter by the following vote:
AYES:
NOES:
ABSENT
COUNCILMEMBERS:
COUNCILMEMBERS:
COUNCILMEMBERS:
Meaghan Hassel-Shearer, City Clerk
AGENDANO: 8e
iilEETlNG DATE: April 18,2016
To:Honorable Mayor and City Council
From: Margaret Glomstad, Parks and Recreation Director - (650) 558-7307
Subject: Adoption of a Resolution Authorizing the Gity Manager to Execute
Amendment No. 4 to the Agreement Between the City of Burlingame and
VB Golf ll to Conduct Golf Operations at the Burlin game Golf Genter
STAFF REPORT
Staff recommends that the City Council adopt a Resolution authorizing the City Manager to
execute an amendment to the agreement between the City and VB Golf ll.
Since 1999, VB Golf /B Golf ll has operated the City owned Golf Center at 250 Anza Road. The
services provided by VB Golf Il include management of the driving range, short game practice
area, and club house; golf instruction, and general supervision of the Center, Murray Field, and
parking lot. ln the initial agreement, the City paid a management fee to VB Golf for the
management of the Golf Center, and the City received 2% of gross sales from merchandise, food,
and beverage sales, and 5% from individual golf instruction.
ln 2003, a new agreement was signed with VB Golf ll. The terms included an annual lease
amount of $60,000. ln 2006, a club fltting and repair business, Bay Golf, subleased space for
$3,000 a month, and the VB Golf ll lease was amended to increase rent to $70,000, with a
$1O,OOO increase for each subsequent year up to $'100,000 per year.
ln 2011, Bay Golf ceased operations, and VB Golf ll requested a reduction in the annual lease
amount from $1oo,oo0 to $70,000 to compensate for the decrease in rental revenues. However,
they also invested in a $30,000 capital improvement proiect that included purchasing and
installing new range ball dispensing machines and software in order to improve customer service
and operational efficiencies. This amendment to the agreement, which was approved by the City
Council in November 2011, reduced the lease payment to $70,000 and included a provision
whereby the City would receive a percentage of the Golf Center's total gross sales-2s% of total
gross sales between $225,000 and $300,000, and 50% of tolal gross sales over $300,000' The
amendment also set an expiration date of December 31 , 2016 unless either party requests
renewal in writing at least four months prior to the end of the term'
1
Date: April 18,2016
RECOMMENDATION
BACKGROUND
Agrcement Between the City and VB Golf tl April 18, 2016
VB Golf ll has provided a quality golf experience enjoyed by the community despite original
design challenges that include the stalls'uphill orientation into the aflemoon sun and wind that
impede golfers' enjoyment of their practice. However, with the addition of the drlving range at
Poplar Creek in 2015 and a general decrease in the popularity of golf, VB Golf ll has been facing
financial challenges.
ln an effort to realize additional opportunities for revenues from the site to cover lhe expenses
associated with the Golf Center, in early 2015, VB Golf ll contracted with Google for commuter
parking for Google employees. Google rents 50 parking spaces Monday through Friday during
working hours. The annual payment of $48,000 is split 50/50 with the City, but VB Golf ll
manages the contract and the parking. VB Golf ll is interested in continuing golf operations at the
Center and hopes the facility can continue to be an asset to the City by providing a quality
experience including golf practice and instruction, oversight of Murray Field, the Golf Center and
parking lot.
ln order to remain financially viable, VB Golf ll requests to amend the agreement to decrease the
annual lease payment to $50,000 through the remainder of the term of the agreement (December
31, 2016). While this is a decrease in the annual lease, the City is currently earning $24,000 this
year with the commuter parking agreement. The percentage of gross sales would remain in
place, and VB Golf ll would continue its management of the site. The annual lease payment
would be effective retroactive to January 1, 2016.
Staff will be working with VB Golf ll staff to determine the best course for future operations of the
Golf Center prior to the end of the existing term of the agreement.
Although there will be a decrease of $20,000 from the reduction in the lease payment, the City
continues to earn $24,000 annually with the commuter parking agreement.
Exhibits:
o Resolution
. Amendment No.4
2
DISCUSSION
FISCAL IMPACT
RESOLUTTON NO._
ADOPTION OF A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE
AMENDMENT NO. 4 TO THE AGREEMENT BETWEEN THE CITY OF BURLINGAME AND
VB GOLF II FOR CONDUCT OF GOLF OPERATIONS AT THE BURLINGAME GOLF
CENTER
WHEREAS, on July 1, 2003, the City Council entered into an agreement with VB Golf ll
(VB Golf) for golf operations at the Burlingame Golf Center (BGC); and
WHEREAS, the addition of a driving range at Poplar Creek Golf Course has reduced the
usage of BGC; and
WHEREAS, the City is willing to revise the Agreement to provide some relief to VB Golf
in an effort to encourage VB Golfs continued use and management of the BGC; and
WHEREAS, the parties have agreed that this amendment to the Agreement shall
become effective on January 1, 2016; and
WHEREAS, the parties have also agreed that this amendment shall continue until
December 31 , 2016.
NOW, THEREFORE, BE IT RESOLVED, BY THE CITY COUNCIL OF THE CITY OF
BURLINGAME AS FOLLOWS:
'1. The City Council herby approves Amendment No. 4 to the agreement between the
City and VB Golf for conduct of golf operations at the Burlingame Golf Center.
2. The City Manager is hereby authorized to execute Amendment No.4 to the
agreement between the City and VB Golf.
l, 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 18th
day of April, 2016, and was adopted thereafter by the following vole:
AYES:
NOES:
ABSENT:
COUNCILMEMBERS:
COUNCILMEMBERS:
COUNCILMEMBERS:
Meaghan Hassel-Shearer, City Clerk
WHEREAS, the City has received additional income from VB Golfs management of the
corporate commuter parking on site, which is approximately equivalent to the reduction in rent;
and
Ann Keighran, Mayor
AMENDMENT NO. 4 TO AGREEMENT
BETWEEN THE CITY OF BURLINGAME AND VB GOLF II
FOR CONDUCT OF GOLF OPERATIONS AT THE BURLINGAME GOLF CENTER
THIS AMENDMENT NO. 4, made and entered into this _ day of
2016, by and between the CITY OF BURLINGAME, a municipal corporation ["Burlingame"], and
VB GOLF ll, a limited liability corporation ["VB Golf], amends the Agreement between the
parties dated '1999, as amended by Amendments No. 1 (2003), No. 2 (2006) and No. 3 (201 1 )
lcollectively "Agreement"l.
RECITALS
WHEREAS, the City and VB Golf desire to amend the Agreement between them for the
operation and management of the Burlingame Golf Center (BGC), to allow VB Golf to reduce its
rental payment and to manage the corporate commuter parking on site on behalf of the City;
and
WHEREAS, the addition of a driving range at Poplar Creek Golf Course has reduced the
usage of BGC; and
WHEREAS, the City is willing to revise the Agreement to provide some relief to VB Golf
in an effort to encourage VB Golf's continued use and management of the BGC; and
WHEREAS, the City has received additional income from VB Golfs management of the
corporate commuter parking on site, which is approximately equivalent to the reduction in rent;
and
WHEREAS, the parties have agreed that this amendment to the Agreement shall
become effective on January 1, 2016;
NOW, THEREFORE, THE PARTIES AGREE TO THIS AMENDMENT AS FOLLOWS:
1. This amendment to the Agreement shall become effective on January 1, 20'16
2. Section 2.03, "Compensation":
Subsection "A" of Section 2.03, Compensation" is hereby amended to delete the entire
subsection "A'and to add a new subsection "A", to read as follows:
"A. VB Golf agrees to pay the City the following annual payments, paid quarterly
January 1 , 2016 to December 31 , 2016 - $50,000 ($12,500 quarterly)
ln addition to the annual payment paid quarterly, VB Golf agrees to pay the
City, quarterly, a percenlage of the total gross sales for range balls, short
game and merchandise, as follows:
Total gross sales of $225,000 to $300,000
Total gross sales of $300,000 or more:
25o/o of lolal
50% of total
3
ln addition to the annual payment paid quarterly and a percentage of the total
gross sales, VB Golf agrees to pay the City, half of the revenue from the
subletting of the parking lot for corporate commuter parking."
All other subsections of section 2.03 shall remain unchanged and in full force and effect.
Except as expressly amended by this Amendment No. 4, all other terms and conditions
contained in the Agreement as amended shall remain unchanged and in full force and
effect.
lN WITNESS WHEREOF, the parties have executed this Amendment No. 4 on the
day and year first above written.
CITY OF BURLINGAME VB GOLF II
ByBy
Lisa K. Goldman
City Manager
Chris Aliaga
Chief Executive Officer
Attest:
City Clerk
Approved as to form:
City Attorney
By
STAFF REPORT
MEETING DATE: April 18, 2016
To:Honorable Mayor and City Council
From: Margaret Glomstad, Parks and Recreation Director - (650) 558-7307
Subject:Adoption of a Resolution Approving the Procurement of MUSCO LED
Lighting Fixtures, Associated Hardware and Controller for the Murray Field
Lighting Project, and Authorizing the City Manager to Execute the
Purchase Contract
Staff recommends that the City Council adopt a resolution approving the procurement of MUSCO
LED lighting fixtures, associated hardware and controller for the Murray Field Lighting project in
the amount of $157,731 , and authorizing the City Manager to execute the purchase contract.
ln fiscal year 2015-16, the City Council approved funds in the Parks Capital lmprovement
Program to replace the existing field lighting at Murray Field with LED lighting. The existing field
lighting was originally installed as part of the Landfill Closure Project in the early 2000s. The field
lighting has experienced many mechanical problems over the years that have caused banks of
lights to go out, blown fuses, ballast failure, and wiring shortages that have resulted in costly
repairs to ensure the fields are adequately lit for the park users on a reliable basis.
Staff has retained Zeiger Engineers, an outside engineering firm with expertise in field lighting, to
assist with this problem. Based on industry knowledge and expertise, Zeiger Engineers have
recommended that the City replace the existing Murray field lighting with a MUSCO system due
to its high durability and reliability. Additionally, the City already has experience with MUSCO
lighting systems at Bayside and Washington parks. These systems have worked very well over
the years without problems. Additionally, in an effort to standardize the field lighting systems in
City parks facilities, and reduce the ongoing expense to maintain the lights, the Murray Field
project was specified with the MUSCO lighting system.
Staff has negotiated a price through the Kings County Directors Association, a Purchasing
Cooperative, to procure the MUSCO lighting system in the amount of $157,731 , and is requesting
that the City Council approve the purchase. The new MUSCO lighting system at Murray field will
consist of LED lights, which will provide significant cost savings. The installation of the new
1
AGENDA NO: 8f
Date: April '18,2016
RECOMMENDATION
BACKGROUND
DISCUSSION
L.
MUSCO Lighting April 18, 2016
FISCAL IMPACT
The estimated cost of procurement of the MUSCO lighting system, including the LED light fixtures
and associated hardware and controllers, is $157,731. There are adequate funds in the Parks
Capital lmprovement Project budget for this project. The separate installation contract, which
does not require City Council approval because it is within the City Manager's signature authority,
is estimated to cost $76,621 .
Exhibits:
. Resolution
r MUSCO Quote
2
MUSCO lighting system will be accomplished through a separate contract utilizing an electrical
contractor.
RESOLUTTON NO._
ADOPTION OF A RESOLUTION APPROVING THE PROCUREMENT OF MUSCO LED
LIGHTING FIXTURES, ASSOCIATED HARDWARE AND CONTROLLER FOR THE MURRAY
FIELD LIGHTING PROJECT, AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE
PURCHASE CONTRACT
WHEREAS, on June 15,2015, the City Council approved the City's FY 2015-16 budget;
WHEREAS, funds were allocated in the Parks Capital lmprovement Program for new
LED lighting at Murray Field; and
WHEREAS, the existing lighting system at Murray Field was originally installed in the
early 2000s, and has been experiencing mechanical problems, resulting in high maintenance
costs and reliability problems; and
WHEREAS, the City has retained Zeiger Engineers, an outside engineering firm with
expertise in field lighting systems; and
WHEREAS, Zeiger Engineers recommended that the City replace the existing Murray
Field lights with a MUSCO lighting system due to its high durability and reliability; and
WHEREAS, the City has had positive experience with MUSCO lighting systems in
Bayside Park and Washington Park; and
WHEREAS, the City wishes to standardize the field lighting systems in use throughout
the City's parks with MUSCO lighting in order to streamline maintenance and save costs; and
WHEREAS, the City has negotiated a price through the Kings County Directors
Association, a Purchasing Cooperative, for MUSCO LED light fixtures, associated hardware and
a controller in the amount of $ 157,731; and
NOW, THEREFORE, BE IT RESOLVED, BY THE CITY COUNCIL OF THE CITY OF
BURLINGAME AS FOLLOWS:
Ann Keighran, Mayor
and
WHEREAS, the installation of the light fixtures, associated hardware and a controller will
be part of a separate contract.
1. The City Council herby approves the procurement of MUSCO LED light fixtures,
associated hardware and a controller for Murray Field for $157,731.
2. The City Manager is hereby authorized to execute any necessary documents for the
procurement of the MUSCO LED light fixtures, associated hardware and controller.
l, 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 18th
day of April, 2016, and was adopted thereafter by the following vote:
AYES:
NOES:
ABSENT:
COUNCILMEMBERS:
COUNCILMEMBERS:
COUNCILMEMBERS:
Meaghan Hassel-Shearer, City Clerk
aooo Ouote
Murray Field Re-Light
Date: March 22nd,2016
King County Directors Association
Master Project: 148772
Contract Number: 15-406
Quote f172630
Expiration : 0212812017
Equlpment Description
Sports-Cluster Green System delivered to your site
. UL Lisled remote eleclrical component enclosures
o Pole length wire harness
. 54 - Factory-aimed and assembled LED Gen 2 luminaries
. I - Pole top litters
o Mounting hardware
. Control Cabinel, wireless operating control
Total Price (Equipment Only):s157.731 .00
Notes:
Pricing does NOT include taxes.
Purchase orders are to be sent directly to the KCDA along with a copy ol this Quote.
Delivery to the job site trom the time of order, submittal approval, and confirmation of order details including voltage and
phase, pole locations is 30 days. Current estimated delivery month is June 2016.
Oue to the built-in custom light control per luminaire, pole locations need to be confirmed prior to production.
Light Levels and unitormities are guaranteed by MUSCO, any additional aiming required to meet the specified
requirements shall be done by MUSCO.
Also lncludes:
. Energy savings ol more than 60o/. over a standard lighting system
. 50% less spill and glare light than Musco's prior industry leading technology
. Musco Constant 10 warranty and maintenance program that eliminales your maintenance costs for 10 years,
including labor and materials
. Guaranteed constant footcandles for 10 years, per IESNA BP-06-15
. Lighting Contactors sized for voltage and phase at the site and our Control & Monitoring System for llexible control
and solid managemenl of your lighting system
Total Breakout of Equipment and lnstallation:
KCDA Contract Price - 360 x 225 - 50fc Soccer......... ... $209,679.00
Deduct - HID lixtures & Hardware to reduce light levels to 40tc............... .($26,240.00)
Deduct - 4 Steel Poles, Foundations and 1nsta11ation........................... .......($96,856.00)
Adder - 54 LED GEN 2 tixtures......................... .................$71,148.00
Fax or Mail a copy of the Purchase Order to KCDA and Musco Sports Lighting:
KCDA
Attn: Shawne Anderson
P.O. Box 5550
Kent, WA 98064
Fax: 425-282-0675
E-mail : s!S!9!qelsgMg@!9!b!Iq
Phone: 800-422-5019
Musco Sports Lighting, LLC
Attn: Barb Davis
P.O. Box 260
Muscatine, lA 52761
Fax: 800-374-6402
E-mail: Barb.davis@musco.com
Phone: 800-756-1205
Pat Guertin
Musco Sports Lighting, LLC
Phone:800-754-6025 ext.4736
E-mail: pat.guertin@musco.com
Thank you for considering Musco for your sports-lighting needs. Please contact me with any questions.
Tim Butz
Musco Sporls Lighting, LLC
Phone: 503/558-8342
E-m ai I : !j@bqlaQl!!Sg949!t
\.{STAFF REPORT AGENDANO: 8S
MEETING DATE: April 18.2016
To:Honorable Mayor and City Council
Date: April 18,2016
From: Leslie Loomis, Human Resources Director - (650) 558-7209
Subject:Adoption of a Resolution Authorizing the City Manager to Execute an
Administsative SeMces Agrc€ment and an lnvestnent Agreement with
MassMutual Life lnsurance to Provide Deferred Compensation Program Services
to City Employees; and Authorizing the City Manager to Execute an Agreement
with Reliance Trust Company to Provide Trustee Custodial Services for the
Defened Compensation Plan Assets
Staff recommends that the City Council adopt the attached resolution authorizing the City
Manager to execute two agreements with MassMutual Life lnsurance, an Administrative Services
Agreement to provide Defened Compensation 457(b) Plan program administrative services, and
an lnvestment Agreement to provide a stable value investment option for participants; and
authorizing the City Manager to execute an agreement with Reliance Trust Company to provide
trustee custodial services for the Deferred Compensation Plan assets.
BACKGROUND
Since 1978 the City has offered a Deferred Compensation Program to City employees. ln 1998,
the City contracted with CaIPERSA/oya for this purpose, and in 1999 the City contracted with
ICMA Retirement Corporation (ICMA-RC) to provide deferred compensation plan services. The
plans have not been amended since then. Earlier this year, staff reviewed the plans and
determined that the fees being charged to participating employees were high and the services
lacking. A defened compensation committee, comprised of staff members, was convened' and
the committee quickly determined the City needed professional assistance to conduct a thorough
analysis of the plans.
The City entered into a contract with SST Benefits Consulting (SST), a local firm specializing in
public sector defined contribution services, to review the current plans and to make
recommendations for moving fonrrard. SST reviewed the plans, determined the fees were indeed
high, and recommended the City issue a Request for Proposals (RFP) to bear out this conclusion.
The RFP was issued to 35 companies, and six responded, including the City's current providers,
ICMA-RC and CaIPERSA/oya.
SST and the Deferred Compensation Committee reviewed the proposals based on fund
performance options, fixed or general account, expenses, record-keeping services, educational
1
RECOMMENDATION
Contracl for Deferred Compensation 157(b) Plan Recod-Keeping Seruices April 18, 2O16
services, reporting capabilities, customer service programs, and transition services. Based on this
analysis, three finalists were selected, Empower (formerly Great West), MassMutual, and VALIC.
The incumbent providers, ICMA-RC and CaIPERSA/oya, were not among the finalists selected
for further consideration.
The Deferred Compensation Committee interviewed the finalist companies and unanimously
selected MassMutual. MassMutual has better-performing funds; lower overall fees (representing
a 50o/o+ reduction in current fees); better interest rate returns on the fixed account offering
(representing an estimated savings of $700 per year per fixed account participant); free
retirement gap analysis and financial planning services; a robust website with educational, tutorial
and transactional services; and significantly more sophisticated reporting capabilities.
California Constitution Section 17 of Article XVI and California Code Section 53609 require public
sector plan sponsors, like the City, to manage deferred compensation plans in a prudent, due
diligence manner. As such, the City is required to administer this plan "solely in the interest of,
and for the exclusive purposes of providing benefits to, participants and their beneficiaries" while
"defraying reasonable expense of administering" the plan. One way to provide for efficient
managemenl of the City's plan is to allow a sole administrator of all the 457(b) accounts, as
opposed to two different providers for these services.
City of Burlingame employees and retirees have over $27 million in combined deferred
compensation assets.
The existing mutual fund portfolio at ICMA-RC has an overall expense ratio of approximately
1 11% on $9.2 million, which generates over $102,000 in annual expense. With MassMutual the
portfolio generating estimated expenses are O.31o/o, and the administrative charge is 0.08%; thus,
the total expense on the mutual fund portfolio will be 0.39%, or $35,900, an estimated savings of
approximately $66,000 to participants annually.
FISCAL IMPACT
There is no direct cost to the City as the cunent City match is not changed through this process.
ln addition, the expenses for managing the Deferred Compensation Plan, as well as legal and
consultant fees, are paid directly by the plan through a reimbursement agreement with the
provider.
Exhibits:
. Resolution
. MassMutual lnvestment Agreement
. MassMutual Service Agreement
. Trust Agreement
2
DISCUSSION
Comparing against CalPERSNoya assets of $14.5 million and average dollar weighted expense
of 0.45o/o; expenses would be approximately $65,250 versus MassMutual at 0.390/o or $56,550, a
savings to participants of approximately $9,000 annually.
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME
AUTHORIZNG THE CITY MANAGER TO EXECUTE AN ADMINISTRATIVE
SERVICES AGREEMENT AND AN INVESTMENT AGREEMENT WTH
MASSMUTUAL LIFE INSURANCE TO PROMDE DEFERRED COMPENSATION
PROGRAM SERVICES TO CITY EMPLOYEES; AND AUTHORIZNG THE GITY
MANAGER TO EXECUTE AN AGREEMENT WTH RELIANCE TRUST COMPANY
TO PROVIDE TRUSTEE CUSTODIAL SERVICES FOR THE DEFERRED
COMPENSATION PLAN ASSETS ON BEHALF OF THE CITY
WHEREAS, the City is required to manage deferred compensation programs in a
prudent and diligent manner per California Code Section 53609; and
WHEREAS, the City has had contracls with CaIPERS Voya since 1998 and with
ICMA RC since 1999; and
WHEREAS, the City issued a request for proposals to Deferred Compensation
providers, and six responded; and
WHEREAS, based on a thorough analysis of the proposals, a staff committee convened
for reviewing such proposals unanimously selected MassMutual to provide a deferred
compensation plan to City employees and participants; and
WHEREAS, MassMutual will provide increased services and programs at lower fees to
participating employees and retirees; and
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BURLINGAME DOES
HEREBY RESOLVE AND ORDER AS FOLLOWS:
The City Council hereby approves and authorizes the City Manager to execute an
administrative services agreement and an investment agreement with MassMutual Life
lnsurance, as well as a trustee services agreement with Reliance Trust for deferred
compensation services on behalf of the City.
Ann Keighran, ltilayor
l, 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 thel Sth day
of April 2016, and was adopted thereafter by the following vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCILMEMBERS:
ABSENT: COUNCIL MEMBERS
Meaghan Hassel-Shearer, City Clerk
WHEREAS, the City needs to enter into a contract with MassMutual to execute an
administrative services agreement and an investment agreement for the City's 457(b) plans, and
an agreement with Reliance Trust to provide trustee custodial services.
MassMutual
t \tAr{clAt cn0uP"
I}.IVESTMENT AGREEMENT
issued by
Massachusetts Mutual Life Insurance Company ("MassMutual")
Investment Agreement Numbu MR 099977
Investor City ofBurlingame
Effective Date July 1, 2016
Anniversary Date Amiversaries will occur on each July lst after the Effective Date
Issue Date July l, 2016
Investmenl Agreemenl This Agreement is a group annuity contract that funds benefits for plans
satis$ing the requirements under section 457 of the Code and is
designed to comply with state insurance department standards. Annuities
are available subject to the terms of each plan but this Agreement does
not require the purchase of annuities. MassMutual will accept deposits
ofplan assets and pay benehts under the terms ofthis Agreement.
MassMutual issues this Agreement in consideration of the Application
and the payment of Deposits provided for under this Agreement. This
Agreement is delivered in California and is subject to its laws. In
Witness Whereof, MassMutual has executed this Agreement at Our
Home Office in Springfrel( Massachusetts as of the Issue Date, to take
effect on the Effective Date.
0,^ ]t*,7 /4 t^/rfa,ru
Secretary President
Form No. GP 5566
Massachusetts Mutual Lif€ lD$rance Company and afEliated insurance cornpanies .1295 State Street. Springfield MA 0llll{001 .(413) 788-841I
CERTAIN PAYMENTS AND VALUES PROVIDED BY THIS CONTR{CT WILL INCREASE OR DECREASE AN'D ARE
NOT GUARANTEED AS TO A I.D(ED DOLLAR AMOUNT BUT ARE BASED O\ I)I\'ESTMENT EXPERIENCE OF A
SEPARATE INVESTMENT ACCOUNT.
NOTICE OF PROTECTION PROVIDED BY
CALIFORNIA LIFE AND HEALTH INSURANCE GUARANTEE ASSOCIATION
This notice provides a brief summary regarding the protections provided to policyholders by the California Life and
Health Insurance Guarantee Association ("the Association"). The purpose of the Association is to assure that
policyholders will be protected, within certain limits, in the unlikely event that a member insurer of the Association
Lecomes financially unable to meet its obligations. Insurance companies licensed in Califomia to life insurance, health
insurance, annuities and structued settlement annuities are members of the Association. The protection provided by the
Association is not unlimited and is not a substitute for consumers' care in selecting insurers. This protection was created
under California law, which determines who and what is covered and the amounts of coverage.
Below is a brief summary of the coverage's, exclusions and limits provided by the Association. This summary does not
cover all provisions ofthe law; nor does it in any way change anyone's rights or obligations or the rights or obligations of
the Association.
COYER{GE
Persons Covered
Generally, an individual is covered by the Association if the insurer was a member ofthe Association and the individual
lives in Califomia at the time the insurer is determined by a court to be insolvent. Coverage is also provided to policy
beneficiaries, payees or assignees, whether or not they live in Califomia.
The basic coverage protections provided by the Association are as follows:
For life insurance policies, annuities and structured settlement annuities, the Association will provide the
following:
-Life Insurance
80% of death benefits but not to exceed $300,000
80o/o of cash surrender or withdrawal values but not to exceed $ I 00,000
-Annuities and Structured Scttl t Annuities
80% of the present value of annuity benefits, including net cash withdrawal and net cash surrender values
but not to exceed $250.000.
The maximum amount of protection provided by the Association to an individual, for all life insurance, annuities and
structured settlements annuities is $300,000, regardless of the number ofpolicies or contracts covering the individual.
Health Insurance
The maximum amount ofprotection provided by the Association to an individual, as of April l, 2011, is $470,125. This
amount will increase or decrease based upon changes in the health care cost component ofthe consumer price index to the
date on which an insurer becomes an insolvent insurer.
Amounts of CoYerage
Life ltrsurance, Annuities and Structured Settlement Antruities
TABLE OF CONTENTS
Section l. Deposits
Transfened Assets ..
Contributions . .. . ... ...
Grace Period for Deposis ............
Limitations on Deposits
Allocation Instructions for Deposits
Allocation Date for Deposits ..........
Page
5
5
5
5
5
5
Section 2. Transfers Between Plan lnvestment Options
2.01
2.02 Frequency and Timing of Transfers...........
A. DailyTransfers......
B. Allocation Date for Transfers.........
6
6
6
6
Section 3.
3.01
Distributions
Benefi t Payments.............
In General............ -......
7
7
7
't
8
9
9
9
9
B. Lump-sum Cash Payment Opnon
C. Installment Palrnent Option
Misstatements and Adjustments
Corrective Distributions
Expense Distributions......................
Outside Fund Distributions...............
Section 4.
4.01
Termination
Termination Events...........
A. InGeneral...............
B. Pending Termination
C. Timing of Termination.
Result of Terminalion .............
A. Deposits, Transfers and Distributions
4.02
B. Expenses
C. InvestnentAllocation
Form No. GP 5566 -2-
1.01
L02
1.03
1.04
1.05
1.06
3.02
3.03
3.04
3.05
l0
l0
l0
l0
l0
l0
10ll
TABLE OF CONTENTS
Section 5. Termination Palments
Termination Payment Options................,.....
Annuity Purchase Payment Option.........,......
Lump-Sum Payment Option
5.01
5.02
5.03
5.M
5.05
5.06
...12
t2
t2
l2
l3
l3
Guaranteed Interest Contract Payment Option .
Plan Termination Palment Oprion-..................
Certification................
Section 6. Ageemetrts of the Paties
Information Required by MassMutual
Plan Change Or Amendment.....-..-...............
Prohibited Communication
6.0r
6.02
6.03
6.04
.......... t4
.,..,..... |4
.......... l5
Clone Agreement l5
Section 7. General Provisions
Responsibility for Frurding Vehicle 16
Nondiversion of Benefi ts .. l6
Pa),rnent of Benefi t ..........t6
Facitity of Payment .
Evidence of Survival.............................
..... l6
..... l6
'1.01
7.02
7.03
7.O1
7.05
'1.06
7.0'7
7.08
7.O9
7.10
7.1I
'1.12
'7 .r3
7 .t4
7.15
'1.t6
Designation of Beneficiary.....................l6
t6
t7
t7
t7
t'l
t7
t'7
t8
Basis of Reserves
Correction of Breach
Deferral of Allocation of Deposis and Withdrawals...............
E[tire Ageement.
Assignment..........
........ l8
........ l8Arbitration Clause
Form and Cender.
Form No. GP 5566 -3-
TABLE OF CONTENTS
Section 8. Definitions
8.01
8.02
8.03
8.04
8.05
8.06
8.07
8.08
8.09
8.10
8.1I
8.t2
8.13
8.14
8.15
8.16
8.17
8.18
8.19
8.20
8.21
8.22
8.23
8.24
l9
l9
t9
l9
t9
l9
l9
l9
20
20
20
20
20
20
20
2t
2l
2l
2l
2l
2l
2l
2t
2t
Agreement
Business Day
Contributions
Effective Commturication....-......
ERISA
Expenses...........
Holding Account Interest Rate ..............
Investor ..,..-...........
Participant
Plan Sponsor
SAGIC Schedule.
Termination Date
Termination Payment..................
Transferred Assets ..
SAGIC Schedule
Expense Schedule
Application
Form No. GP 5566 -4-
Section 1 - Deposits
1.01 TransferredAssets
The lnvestor will deposit approximately S3,500,000 of Transferred Assets that were held under a prior funding vehicle
immediately before the Effective Date ofthis Agreement.
1.02 Contribrttions
Subject to the terms of the Plan and the provisions of Section 1.04, the Investor will deposit into the Agreement 10070 of
the Contributions to the Plan that are to be allocated to the SAGIC Investment Option.
1.03 Grace Period for Deposits
The Investor will deposit Transferred Assets within thirty-one (31) days ofthe later of the Issue Date or Effective Date or
such later date as is mutually agreed upon by the Investor and MassMunral. The Investor will deposit Contributions as
soon as administratively feasible following the date they are rnade to the Plan.
1,04 Limitations on Deposits
Only if the lnvestor and MassMutual mutually agree may the lnvestor deposit amounts attributable to: (i) a transfer or
rollover of assets from another plan on or after the Effective Date; (ii) the addition ofnew groups or categories of eligible
employees to the Plan after the Effective Date; (iii) transfers or rollovers from a Code section 408 individual retirement
account or an individual retirement annuity, a Code section 403(b) tax sheltered annuity or a Code section 457 deferred
compensation plan on or after the Effective Date; or (iv) non-tax-deductible Contributions to the Plan.
1.05 Allocation Instntctions for Deposits
The Investor will provide MassMutual with allocation instructions for the Deposits. These instructions and any revised
instructions will be effective as soon as administratively feasible, but in no event later than five (5) Business Days
following the date MassMutual receives Effective Communication of the allocation instructions. The Investor may
allocate the Deposits to the SAGIC Investment Option. Allocation instructions will remain in effecr until the Investor
provides MassMutual with Effective Communication of revised instructions.
1.06 Allocation Date for Deposits
MassMutual will allocate Deposits as soon as reasonably practicable but in no event later than the Valuation Date
occurring five (5) Business Days after the later of: (i) the Effective Date; (ii) the Issue Date; or (iii) the date MassMutual
receives the Deposit and Effective Communication of the allocation instructions. Until MassMutual allocates the
Deposits in accordance with the allocation instructions, MassMutual will invest the Deposit in the Premier Money Market
Fund ftom the date MassMutual receives the Deposit up to and including the Valuation Date prior to the date on which
MassMunral allocates the DePosit.
Form No. GP 5566 -5-
Section 2 - Transfers Between Plan Inveslment Options
2.01 Transfers
Subject to the terms ofthe Plan, the Investor may direct lransfers between Plan investment oplions, including any selected
investment option described in a SAGIC Schedule. MassMutual will apply the limitations described in the SAGIC
Investment Option to these transfers.
2.02
A.
B.
Freqaency and Timing of Transfers
Daily Tmnsferc
Subject to the terms ofthe Plan, MassMutual permits daily Transfers.
Allocation Date for Transfers,
MassMutual will allocate Transfers as soon as reasonably practicable, but in no event later than the Valuation
Date occurring five (5) Business Days following the date MassMutual receives Effective Communications from
the Investor or a Participant regarding the Trarsfer.
Form No. GP 5566 -6-
Section 3 - Distributions
3.01 Benejit Payments
A.In General
Distributions for the purpose of making benefit payments, including loans and in-service withdrawals, will be
made by MassMutual following receipt of Effective Communications from the lnvestor. MassMutual must
receive Effective Communication ofan election ofa benefit payment form at least thirty-one (31) days prior to the
date on which either an annuity is to be purchased or thirty-one (31) days prior to the date on which benefit
payments are to commence. An election of a form of benefit payment is subject to the terms of the Plan and
applicable federal and state laws and regulations. Except as provided below, any modification, retraction, or
change ofa benefit payment election must be made prior to the date benefit payments comlnence.
B. Lump-sum Cash Payment Option
(l) MassMutual, upon receipt of Effective Communications from the Investor and subject to the terms ofthe
Plan and Section 3.02, will make a benefit payment in a lump-sum cash payment equal to the balance of
the Participant's Plan Account.
(2)MassMutual will not make a benefit pa)ment under this lump-sum cash payment option after the
Termination Date.
C.Installment Paynent Option
(l) MassMutual, upon receipt ofEffective Communication from the Investor and subject to the terms ofthe
Plan, will make benefit payments in installments equal to the balance ofthe Participant's Plan Account.
(2)
(3)
(4)
Effective Communication ofan election ofinstallment pa).rnents must specify either: (i) benefit payments
in equal amounts, except that the last payment which exhausts the Participant's Plan Account may be
smaller; (ii) a specific number ofbenefit payments, the amount of each benefit payment to be equal to the
then value of the balance of the Participant's Plan Account divided by the number ofremaining benefit
pa)'rnents to be rnadei or (iii) benefrt payments over the Participant's life expectancy, or the life
expectancy designated in accordance with the terms ofthe Plan, the amount of each benefit payment to be
equal to the then value of the balance of the Participant's Plan Account divided by the applicable life
expectancy as redetermined each year.
The Plan Account of a Participant who elects installment payments will remain invested in SAGIC
Inyestment Option during the time in which the installment payments are made to the Participant.
lnstallment payments will terminate with the earlier of: (i) the benefit payment which completely exhausts
the balance ofthe Participant's PIan Account; (ii) completion ofthe installment payment period; (iii) the
Participant's election to receive the balance of the Participant's Plan Account in a lump sum; (iv) the last
benefit payment due preceding the death oflhe Participant; or (v) the Termination Date. At the death of
the Participant, any outstanding balance ofthe Participant's Plan Account will be paid in accordance with
the provisions of the Plan.
Form No. GP 5566 -7-
D. Annuiq* Purchase Option
(l ) The Investor may, but is not requted to, purchase an annuity for any person who is eligible to receive an
annuity under the Plan. Subject to the terms of the Plan, MassMutual will make available any form of
annuity customarily offered by MassMutual and. upon receipl of Effective Communication from the
Investor, will make annuity benefit payments. MassMutual will not permit the purchase of an annuity
under this option after the Termination Date.
(2)If the Investor elects to purchase an annuity for a Participant, MassMutual will apply to the purchase of
the annuity the amount by which the balance of the Participant's Plan Account exceeds the sum of
administrative experses applicable to the purchase ofthe annuity and any State premium tax liability due
with respect to the purchase of the annuity. The consideration applied to the purchase of an annuity will
be net of the sum of administrative expenses applicable to the purchase of the annuity and any State
premium tax liability due with respect to the purchase of the annuity.
The minimum amounts of an annuity which can be purchased under this Agreement are based on the
1994 Group Annuiry Monality Table male rates projected to 2015, with ages set back 3 years. at 3Vo
interest for immediate anr:uities and 2olo interest for deferred annuities and a loading of 20% of the net rate.
Sample monthly amounts of life aDnuity (commencing immediately) which can be provided by $l'000 of
net consideration are as follows:
Age ofPerson at Amount of
AnnuityDate of se
55
60
65
70
75
$4.15
4.62
5.25
6.10
7.30
MassMutual witl provide amounts of annuity for other ages and other annuity forms upon request. The
amount of annuity will not be less than what is provided by MassMutual at the time of purchase under
other investment agreements in the same class as this Agreement.
Any annuity which, under the terms of the Plan, is the actuarial equivalent ofa stated armuity will have
the same present value on the date payment cornmences as the stated annuity. If the Plan does not
provide for the determination of actuarial equivalence, the present value will be determined on the basis
ofthe 1994 Group Arnuity Mortality Table male rates projected to 2015, with ages set back 3 years and
interest at 3% for immediate annuities and 2olo for deferred armuities.
Each person for whom an annuity is purchased will receive an annuity certificate from MassMutual.
Application of the balance of the Participant's Plan Account to the purchase of annuities on the basis of
dati and certifications received by MassMutual from the Investor will be deemed conclusive, except as
othenvise provided in Section 3.02.
Form No. GP 5566 8-
3.02 MisstatementsandAdjustments
If MassMutual discovers that any fact pertaining lo the determination of a benefit payment was misstated, or MassMutual
discovers a clerical error, MassMutual will make the following adjustments. MassMutul will: (i) correct the amount
payable retroactively to the date MassMutual began making benefit payments; and either (ii) deduct any overpayrnents
resulting from misstatements or errors from amounts payable following the correction of the benefit payment amount; or
(iii) pay any underpayments resulting from misstatements or errors in full with the next payment following the correction
ofthe benefit payment amount.
3.03 CorrectiveDistributions
On or prior to the Termination Date and subject to the terms ofthe Plan, corrective distributions will be made if mandated
by applicable law and regulations.
3,04 Expense Distributions
MassMutual will deduct monthly from assets invested under this Agreement amounts owed for expenses and charges
described in the Expense Schedule. Instead of deducting expenses and charges described in the Expense Schedule from
assets invested under this Agreement, the Investor may provide Effective Communication to MassMutual electing to
directly pay the expenses and charges on a monthly basis, which expenses shall be due and payable by the Investor to
MassMutual within thirty (30) days of the date of the invoice from MassMutual. If the expenses have not been paid
within thity (30) days from the date ofthe invoice, MassMutual shall have the right to withdraw the amount ofthe unpaid
expenses and all future experses fiom assets invested under this Agreement.
In accordance with Effective Communication from the lnvestor, MassMutual agrees to deduct and pay from assets
invested under this Agreement amounts owed for expenses incurred on behalf of the Plan other than those expenses and
charges described in the Expense Schedule.
3.05 Outside Fund Distributions.
On or prior to the Termination Date and subject to the terms of the Plan and any limitations described in the SAGIC
Schedule, the distribution from the Agreement of funds resulting from employee-directed inYestment transfers to outside
funds, will be made.
Form No. GP 5566 -9-
A
4.01 TerminationEvents
B.
In GeneraL
MassMutual will fulty or panially terminate this Agreement under the following circumstances:
(l) The Investor provides Effective Communication to MassMutual that the Ageement will be fully or
partially terminated as of a date selected by the Investor, which will be no earlier than thirty (30) days
after the Investor provides Elfective Communication to MassMutual.
(2) The Intemal Revenue Service determines that the Plan no longer meets the requirements ofCode section
401(a), 403(a), 414(d), 414(e), 457 or any other applicable Code provision.
(3) There is a termination or partial termination ofthe Plan.
(4) The Investor breaches a provision ofthe Agreement.
(5) MassMutual provides Effective Communication to the Investor that the Agreement will be termirnted as
ofa date at least ninety (90) days after MassMutual provides Effective Communication to the lnvestor.
Pending Terminalion
MassMutual may defer making with&awals and transfers for up to ten (10) days during which MassMutual is
considering terminating the Agreement.
Timing of Termination
If the 1g.""-"nt is terminated under Section 4.01(A)(l), then the Termination Date is the later of the date
specified in, or the date ofreceipt of, the Effective Communication that the Agreement is being terminated unless
both parties agree otherwise. If the Agreement is terminated under Section 4.01(AX2), (3) or (4), then the
Termination Date is the date MassMutual first discovers that the Plan no longer salisfies applicable Code
requirements, the Plan has been fully or partiatly terminate4 or the Investor has breached a provision of the
Agreement. If the Agreement is terminated under Section 4.01(AX5), then the Termination Date is a date
rptin"d Uy MassMutual at least ninety (90) days after MassMutual provides Effective Communication to the
Investor.
C.
A.
4,02 Result of Termination
Deposits, Translers and Distribations
After the Termination Date, except with the mutual agreement of MassMutual and the Investor, MassMutual shall
not accept Deposits, permit Transfers or make Dishibutions.
B.Expenses
After the Termination Date, MassMutual shall deduct any Expenses, as provided in Section 3.04 and shall deduct
any Quarterly Expense Fee described in Section F l.OlJ from the Book Value Account Balance and Market Value
Account BalancJ under the SAGIC Investment Option, including any that have not been paid before the
Termination Date.
Form No. GP 5566 -l0-
Section 4 - Termination
C. InvestmentAllocation
MassMutual will leave Separate Investment Account El invested until disbursed from the Agreement.
MassMutual shall determine the Book Value Account Balance and Market Value Account Balance for the SAGIC
Investment Option when Separate Investment Account El is disbursed from the Agreement in accordance with
Section 5.
Form No. GP 5566 -l l-
Section 5 - Termination Payments
5,01 Termination Payment Options
MassMutual will disburse all assets held under this Agreement in accordance with Effective Communication ofone ofthe
following payment options from the Investor. In the event no option is elected within seven (7) days of the Termination
Date, the applicable Lump-sum Payment Option will be deemed to have been elected by the Investor.
5.02 Annuity Purchase Payment Option
The Investor may, but is not required to, purchase annuities under this Agreement. If the Investor elects to purchase
annuities for all ofthe Participants, MassMutual will apply to the purchase of annuities the amount by which (i) exceeds
(ii), where: (i) equals the Market Value Account Balance of the SAGIC Investment Option; and (ii) equals the sum ot (I)
administrative expenses applicable to the purchase of the annuities, and (II) any State premium tax liability due with
respect to the purchase ofthe annuities.
If permitted under the term of the Plan, if a Participant is eligible to receive a retirement beneflt, such Participant may
choose by means ofEffective Communication either an immediate or deferred annuity. Ifthe Participant is not eligible to
immediatety receive a retirement benefit under the provisions of the Plan, a deferred annuity will be purchased for such
Participant. The basis for the purchase ofan annuity is determined in accordance with Section 3.01D. Any balance
remaining under the Agreement that is not used to provide annuities will be paid under the Lump-Sum Payment Option.
5.03 Lump-\um Payment OPtion
This option provides for a lump-sum cash payment. The Market Value Account Balance of the SAGIC Investment
Option will be paid in one sum in accordance with Section 5.06 not later than forty-five (45) days after the Termination
Date.
5.04 Guaranteed Interest Contract Payment Option
This option is subject to MassMutual's underwriting requirements in effect on the Termination Date and provides for the
Markei Value Aciount Balance under the SAGIC Investment Option, after deduction of expemes pursuant to Section
4.028, to be transferred to a guaranteed interest contract to be issued by MassMutual to the lnvestor not later than forty-
five (45) days after the Termination Date. The initial book value account balance under the guaranteed interest contract
will be equai to the Book Value Accounl Balance on the Termination Date after deduction of expenses pursuant to Section
4.028. The effective annual interest rate credited to the initial book value account balance held under the guaranteed
interest contract will in no event be less than 0.00%. The initial book value account balance will be paid to, or as directed
by, the Investor in equal annual installments over a period not longer than ten years that is mutually agreed upon by the
Investor and MassMutual, with the first such installment payment made within six (6) months of the Termination Date
and subsequent installment payments made on annual anniversaries of the Termination Date. Benefit payments will not
be made during the installmenl payment period.
Form No. GP 5566-04-08 -t2-
5.05 Plan Termination Payment Option
If the Plan is terminating, lhe Investor may offer the Participants under this option a choice of an annuity under Section
5.02 or lump-sum cash payments under Section 5.03, as provided in accordance with the terms of the Plan. Any payments
will be made in accordance with an Effective Communication.
5.06 Certification
In the event of the election of the lump-sum payment option, the Investor will in the Effective Communication: (i)
designate the trustee or irsurance company that is to receive the pa)rynent; and (ii) certify that the amount so paid is to be
used to provide benefits for those employees who would be entitled to benefrh undEr the Plan and such Plan, in the
opinion of the Investor, continues to meet the applicable qualification requirements of the Code. MassMutual will be
entitled to rely conclusively upon such certification.
Form No. GP 5566 -13-
Section 6 - Agreements of the Parties
6.01 Information Required by MassMatual
The Investor ag:ees to provide Effective Communication of all information required by MassMutual, including
information required to process Deposits, Transfers, and Distributions, or to meet any other obligation under this
Agreement, in such form and at such time as the Investor and MassMutual mutually agree. The Investor and MassMutual
agree that the Plan fiduciary's determination ofthe eligibility ofany person for, and the amount of, any benefit payment
will be conclusive.
The Investor agrees to provide MassMutual with the Plan document, the sumrnary plan description and the latest Form
5500, or other required forms, filed with the Internal Revenue Service or Department of Labor, unless otherwise agreed
upon by the parties.
The Investor agrees to fumish to MassMutual a copy of a curent determination letter from the Intemal Revenue Service
that the Plan, as it may be amended from time to time, meets the requirements ofCode sections 401(a), 403(a), 414(d),
414(e),457 or any other applicable Code provision.
The Investor agrees to provide Effective Communication to MassMutual within seven (7) days after the Plan Sponsor
receives writte; notification from the Internal Revenue Service that the PIan no longer meets the requiremens of Code
sections 401(a), 403(a), ala(d), 414(e),457 or any other applicable Code provision or the Plan Sponsor terminates or
partially terminates the Plan.
MassMutual may rely entirely on the information it receives from the Investor and is not responsible for any exclusions or
inaccurac ies.
6.02 Plan Change Or Amendment
The Investor agrees to provide Effective Communication at least sixty (60) days in advance of the effective date of any
change in Plari operatiln, including changes in investment allocation, the establishment or activation of, or material
chanle in, any Plan investment fund or any change in administrative procedures or any amendment to the Plan. The
notic; shall inilude a description ofthe proposed change or amendment. MassMutual shall have forty-five (45) days from
the date of receipt of the notice to determine whether it can continue to operate the Agreement under its current terms
following the proposed change or amendment. If MassMutual determines that the proposed change or amendment has an
adverse effeci on MassMutual's administrative procedures or the financial experience of MassMutual or other investors
with investment a$eements in the same class as this Agreement, MassMutual shall either:
(0 propose an amendment to this Agreement that it deerm necessary as a result ofthe change or amendment; or
iiil ierminate the Agreement or the SAGIC Investment Optioq before the effective date of the change or amendment
if MassMutual and the Investor are unable to reach agreement, including agreement upon any amendment to this
Agreement, that MassMutual deems necessary.
The Investor agrees that it will be a breach ofthis Agreement for the Plan Sponsor to adopt any change or amendment that
would have ariadverse effect on MassMutual's administrative procedures or the financial experience of MassMutual or
other investors with investment agreements in the same class as this Agreement unless the InYestor and MassMutual have
agreed to any such amendment to this Agreement that MassMutual deems necessary as a result of the change or
amendment.
Form No. GP 5566 -t4-
6.03 ProhibitedCommunication
The Investor agrees that it wilt be a breach of this Agreement for the Investor, Plan Sponsor or the Plan fiduciary to
deliver any communication to Participants, either directly or indirectly, that is intended to induce Participants to with&aw
or transfer funds ffom the SAGIC Investment Option to another investment option under the Plan (a "Prohibited
Communication"); provided that communications delivered to Participants which are not intended to be biased against a
particular investment option under the Plan and are factual information concerning investment options, general
discussions of asset allocation principles or investment strategies, fair and accurate descriptions of the risk and reward
characteristics of the available investment options, or information required to be delivered for the Plan to maintain its
qualification under Section 401(a) of the Code or to satisry Section 404(c) of ERISA will not be deemed to induce
Participants to withdraw or transfer funds.
6.04 Clone Agrcement
If, as a result of the sale of a part or all of the Plan Sponsor's or an affiliated employer's business (including both stock
and asset sales), Participants' employment with the Plan Sponsor or an Affiliated Employer is terminated but is continued
with a successor emptoyer and the impacted employees are immediately included in a defined contribution plan of the
successor enployer, then if the successor employer's plan meets MassMutual's underwriting requirements, MassMutual
may offer thi successor employer an investment agreement on behalf of such employees with provisions substantially
similar to the terms then in effect under this Agreement at the Termination Date (a "Clone Agreement").
If the successor employer accepts the Clone Agreement, funds maintained under this Agreemenl with respect to such
group of employees-wiil be withdrawn and transferred to the new investment agreement following the issue date ofsuch
investment igr.e-ent. lf the Clone Agreement is not accepted by the successor employer, or if such group of employees
are not immeliately included in a defined contribution plan of the successor employer, amounts withdrawn on behalf of
such enployees shall be transferred in accordance with the provisions ofSection 4.02.
Form No. GP 5566 -15-
Section 7 - General Provisions
7.02 Nondiversion of Benefits
Prior to the satisfaction ofall liabilities with respect to persons whose Plan benefits are funded by this Agreement, funds
maintained with respect to this Agreement will only be used for the exclusive benefit ofsuch persons and for payment of
administrative expenses as determined in accordance with this Agreement.
7.03 Payment of Benefit
Other than for the purposes of Section 7.04, annuity payments cannot be made to a person other than the annuitant unless
permitted by law and with the written consent ofthe Investor.
7.04 Facility of Payment
If any person is, in the opinion of MassMutual, legally or physically unable to receive and endorse a payment due
hereunder and a guardian iras not been appointed, MassMutual may make payment to the person or institution who, in
MassMutual's detirmination, is responsible for that person until such time as MassMutual is notified of a duly aPPointed
guardian or other legal representative. Payment in this manner relieves MassMutual of any liability to the extent of the
payment and the application ofthe money paid.
7.05 EvidenceofSurvival
MassMutual has the right to require satisfactory evidence that any person entitled to receive an annuity payment under
this Agreement is alive on each date payment is due. MassMutual may withhold payments until it receives satisfactory
evidence.
7.06 Designation of Beneliciary
A participant's beneficiary will be designated in accordance with the terms of the Plan. If there is no designated
beneficiary living upon the death ofa Participant and the Plan does not designate a beneficiary, then any benefit payment
hereunder will be paid to such Participant's executors or administrators.
7.07 Basts of Resemes
MassMutual will hold reserves under this Agreement equal to the minimum required by law. Reserves for any annuities
purchased in accordance with this Agreement will be at least equal to the minimum required by law.
Form No. GP 5566 -16-
7.01 Responsibility for Fanding Vehicle
The Investor is solely responsible for selecting this Ageement as the funding vehicle appropriate for the Plan.
7.08 Limitation of Liability
MassMutual will be liable for any Distribution or Termination Payment under this Agreement only to the extent the
Market Value Account Balance of the SAGIC Investment Option, less estimated Expenses, which include a charge for
assets held under the Agreement and the expense of any services provided. is sufficient therefor at the time such
Distribution or Termination Payment is to be made.
7.09 Correction of Breach
If the Investor breaches a provision of the Agreement and subsequent to such breach MassMutual permits Transfers or
makes Distributions from the SAGIC Investment Option in accordance with Section 2 or Section 3 or the SAGIC
Schedule, MassMuhral will recover the difference between the amount so withdrawn and the amount withdrawn from the
Market Value Account under the SAGIC Schedule by with&awing such amounts from the remaining funds.
7.10 Deferral of Allocation of Deposits and ll/ithdrawals
MassMutual may defer Transfers, Distributions, Termination Payments and the allocation of Deposits under the
Agreement if there is an emergency, an interruption in the normal operation of banks or securities exchanges or any other
circunstance that makes the purchase of sale of, tiquidation of, or receipt ofpayment for securities impractical. Deferred
Deposits, Transfers, Distributions and Termination Payments will be made within a reasonable period of time after the
end ofthe emergency or interruption.
7.11 Entire Agreement
This Agreement, which includes the SAGIC Schedule, the Expense Schedule, and the Application of the Investor,
constitutes the entie agreement between the parties.
7,12 Assignment
No assignment of this Agreement will be effective or valid unless: (i) there has been Effective Communication of the
original-or a true copy olthe assigffnent; and (ii) MassMutual has consented in wdting to the assignment. MassMutual
wit'i not unreasonabiy wittrhold G consent to an assignment but assumes no responsibility for the validity of any such
assignment.
7.13 Amendment
This Agreement may be amended at any time by agreement between MassMutual and the Investor without the consent of
any person receiving, or entitled to receive, benefit payments from this Agreement. No such amendment will affect the
amount or lhe terms of any annuity purchased prior to the effective date ofsuch amendment.
Form No. GP 5566 -t'7-
7.14 Modification
MassMutual may modifo this Agreement at any time to comply with applicable law by providing Effective
Communication to the Investor at least thirty-one (31) days prior to the effective &te ofthe modification and subject to
the foltowing condition: a modification may not affect the amount or terms ofany annuity purchased prior to the effective
date of the modification-
MassMutual may modify this Agreement at any time to add Separate lnvestment Accounts to the Separate Investment
Account Schedute by providing Effective Communicalion to the Investor. The new Separate Investment Accounts will
not be available as investment options under the Plan until such time as the Investor and MassMutual mutually agree.
MassMutual may modify the expenses and charges described in the Expense Schedule or impose an expense or charge not
cunently provided for under the Agreement, effective as ofany Aaniversary Date by providing Effective Communication
to the Investor at least one hundred and twenty (120) days prior to such Anniversary Date.
7.15 Arbitration Clause
If anyhing in this Agreement is disputed by the Investor or MassMutual and it cannot be resoh-ed to the mutual
satisfactioi of the Investor and MassMutual, either the Investor or MassMutual may, by a written request for arbitration
delivered to the other, require that the matter be arbitrated under the American Arbitration Association's commercial
arbitration rules. If the Investor and MassMutual cannot agree on a single arbitrator within seven days of the delivery of
the request for arbitration, tkee disinterested arbitrators will be use4 one to be chosen by the Investor, one to be chosen
by MaisMutual, and the third to be chosen by the first two before they enter arbitration, to act as umpire. If either the
Investor or MassMutual fail to appoint an arbitrator, or if two arbitrators fail to appoint a third arbitrator within seven
days, either the Investor or MasiMutual may request the American Arbitration Association to appoint the necessary
arbitrator(s). Any court having jurisdiction can pass judgment on the award rendered by the arbitrators.
7.16 Form and Gender
Wherever the context of this Agreement requires, the singular includes the plural, the plural the singular, and the
masculine the feminine.
Form No. GP 5566 -18-
Section I - Definitions
Capitalized terms used in this Agreement that are not defured herein will have the meanings ascribed to them itr the
applicable schedule.
8.01 Accoun,
Account means the amount rnaintained under the Plan for each person participating in the Plan.
8.02 Agreement
Agreement means this investment agreement, including the SAGIC Schedule, Expense Schedule and Application.
8.03 Business Day
Business Day means each day on which the New York Stock Exchange is open for business.
8.05 Contributions
Contributions means amounts contributed to the Plan on or after the Effective Date of this Agreement
8.06 Deposits
Deposits means Contributions and Transferred Assets described in Section l.
8.07 Distribations
Distributions means withdrawals for benef( payments and Expenses and corrective distributions described in Section 3
8.08 Effective Communication
Effertive Communication means written or electronic communication in a form satisfactory to MassMutual, which shall
be deemed given when delivered personally, upon receipt ofa ransmission confirrnation (with a conhrming copy sent by
overnight courier) if sent electronically or by facsimile or like transmission, and on the next business day when sent by
Federal Express, United Parcel Service, Express Mail, or other reputable ovemight courier. The Investor will submit
Effective Communications to MassMutual at the following address:
Form No. GP 5566 - l9-
8.04 Code
Code means the Internal Revenue Code of 1986, as amended.
Massachusetts Mutual Life Insurance Company
Retirement Services
430 W 7th Street
Kansas City, MO 64105
MassMutual will submit Effective Communications to the Investor at the Investor's principal place of business or as the
Investor and MassMutual mutually agree.
8,09 ERISA
ERISA means the Employee Retirement Income Security Act of 1974, as amended.
8.10 Expenses
Expenses mears experses, fees and charges described in the Expense Schedule.
8.11 General Account Assets
General Account Assets means all amounts held under the Agreement in MassMuhul's general investment account.
8.li Investor
Investor means the fiduciary Plan Sponsor or trustee to which the Agreement is iszue4 as listed on the face page ofthe
Agreement.
8.14 MassMutual
MassMutual means Massachusetts Mutual Life Insurance Company.
Form No. GP 5566 20-
8.15 Participant
Participant means an individual having an account under the Plan.
8.12 Holding Account Interest Rate
Holding Account Interest Rate means the interest rate credited on any balance that is not paid and is based on the net yield
being rLlized by Separate Investment Account G, a pooled separate investment account invested primarily in short-term
rnter-est bearing instruments. The net yield is determined as the aDnual rate of retum after adjustments for investment
expenses, duralion from issue to maturity date, maturity par values for each assel, and the assumption that reinvestment
wiil be made by purchase of identical asiet.. Th" Holding Account Rate is an effective annual rate and is credited at the
equivalent daily iate. The rate is reviewed weekly and reset at least as frequently as quarterly. The Holding Account Rate
is not guaranteed for any length of time.
8.16 Plan
Plan means the City ofBurlingame Deferred Compersation Plan as in effect on the Effective Date
8.17 Plan Sponsor
Plan Sponsor means the entity sponsoring the Plan.
8.18 SAGIC Schedule
SAGIC Schedule means the schedule that describes each SAGIC Investment Option available under the Agreement and
all conditiors associated wilh the use ofthe investment option under this Agreement.
8.19 Termination Date
Termination Date means the date on which the Agreement is terminated in accordance with Section 4.01(C).
8.21 Third Party Administrator
Third Party Administrator means a thtd party administration firm which has an active services agreement with
MassMutual.
8.22 TransferredAssets
Transferred Assets means amounts contributed under the terms of the Plan prior to the Effective Date or amounts
contributed under eithq an existing or a terminated plan qualified under Code section 401(a) or a plan that is being
merged into the Plan.
8.23 Transfers
Transfers meaDs transfers among the SAGIC Investment Option and all Plan funds held outside ofthe SAGIC lnvestment
Option.
8.24 Valuation Date
Valuation Date means any day on which the amount of SAGIC Investment Option is determined by MassMutual.
Form No. GP 5566 -2t-
8.20 Termination Payrnent
Termination Payment means a payment made in accordance with Section 5 upon termination ofthe Agreement.
Expense Schedule
EI.0l Plan Adminktrative Expmses
If the Investor requests that MassMutual provide administrative services, MassMutual will deduct from assets invested
under this Agreement amounts owed for expenses attributable to such admiDistrative services.
Form No. GP 5569 -El-
SAGIC Schedule
F1.01 Definitions. For purposes ofthis Schedule, these terms shall be defrned as follows
A. Book Value Accor.fi, - means an account, measured in units, maintained to determine lhe amount ofthe
Investor's interest in the SAGIC Investment Option, pursuant to Section F1.04 ofthe Ageement.
B. Book Value Account Balance - means the amount ofthe Book Value Account, determined in accordance
with F 1.03.
C. Book Value Account Interest Rare - means an effective annual rate of interest that is credited lo the
Book Value Account at the equivalent daily rate.
D. Eligible Amou of c Fixed Furul llithdrawal - means a with&awal from Separate Investment AccouDt
El equat to the product of(a) and (b), where (a) is a fraction, the numerator of which is the Book Value
Account Balance and the denominator of which is the amount of the Plan's stable value investment
option; and (b) is the amount ofthe Fixed Fund Withdrawal.
E. Fked Fund llithdrawal - mans (a) a benefit payable to a Plan participant from amounts in the Plan's
stable value investmenl option or (b) an amount in the Plan's stable value investment option that, purswmt
to a Plan participant's direction, is to be invested in another Plan investment option.
F, Ma*et Vulue Account - means an account, measured in units, maintained to determine the amount of
the Investor's interest in Separate Investment Account E I .
G. Matket Value Account Balance - means the amount of the Investor's interest in Separate Investment
Account El.
H. Mar*et Value Event - means: (a) the complete or partial termination of the Planl (b) the establishment or
activation of, or material change in, any Plan investment fund, or an amendment to the PIan or a change in
the adminisrration or operation of the Plan, including the removal of a group of participants from Plan
coverage as a result of a sponsor-initiated event such as the sale or liquidation of a subsidiary or division
or as a result of group layoffs or early retirement programs, if MassMutual determines that such
establishment, activation, amendment or change has an adverse effect on MassMutual's administrative
procedure or other investors with investment agreements in the same class as this Agreement or results in
a financial loss to MassMutual.
L Mar*et Value Event lTirfulrawal - means a withdrawal made pursuanl to Para$aph (l) of Section
Fl.02B if the withdrawal is due to a Market Value Event. Notwithstanding the prior sentence, a
withdrawal (or a portion ofa withdrawal) made during a contract year, pursuant to Section Fl.02B(l), is
not a Market Value Event Withdrawal if: (a) the withdrawal is due to a group layoffor an early retirement
progranq and (b) the amount of the withdrawal (or a portion of the withdrawal), when added to the
amount of any such withdrawals (as described in (a)) made previously during the contract year, does not
exceed 5olo ofthe Book Value Account Balance on the first day ofthe contract year. For the purposes of
this definition, a contract year is a period beginning with either the Effective Date or any Anniversary
Date and ending on the day before the next Anniversary Date.
Form No. GP 5570-2 -sl-
J. Quarterly Expense Fea - meam the amount ofthe Asset Fee
Asset Fee
(i)
(ir)
(iii)
(iv)
(r)
With respect to the calendar quarter in which the Effective Date occurs, the Asset Fee is
equal to the product of(I) and (II), where:
0)is the amount determined by applying the Annual Expense Percentages to the
Mean Book Value Account Balance, and
is a fraction, the numerator of which is the number of days in the period
beginning on the Effective Date and ending on the last day of the calendar
quarter in which the Effective Date occurs, and the denominator of which is the
number of days in the calendar year in which the Effective Date occurs.
With respect to the calendar quarter in which the Termination Date occurs, the Asset Fee
is equal to the product of(l) and (II), where:
(D is the amount determined by applying the Annual Expense Percentages to the
Mean Book Value Account Balance, and
(n)
With respect to each other calendar quarter, the Asset Fee is one-fourth of the amount
determined by applying the Annual Expense Percentages to the Mean Book Value
Account Balance.
For the purposes of this definitiorL the terrns "Annual Expense Percentages" and "Mean
Book Value Account Balance" have the following meanings:
(D Annual Expense Percentages:
Percentage licable T
25%The Mean Book Value Account Balance in Excess ofS0
(ID Mean Book Value Account Balance
With respect to the calendar quarter in which the Effective Date occurs, the Mean
Book Value Account Balance is one-balf the sum of the Book Value Account
Balances on the Effective Date and on the last day of the calendar quarter in
which the Effective Date occurs.
With respect to the calendar quarter in which the Termination Date occurs, the
Mean Book Value Account Balance is one-half the sum of the Book Value
Account Balances on the day before the Termination Date and on the last day of
the preceding calendar quarter.
With respect to each other calendar quarter, the Mean Book Value Account
Balance is one-halfthe sum ofthe Book Value Account Balances on the last day
ofthe calendar quarter and on the last day ofthe preceding calendar quarter.
is a fractioq the numerator of which is the number of days in the period
beginning on the first day of the calendar quarter and ending on the day before
the Termination Date, and the denominator of which is the number of days in the
calendar year in which the calendar quarter occurs.
Form No. GP 5570-2 -s2-
K SAGIC Invest ent Option - mfz;ns the guaranteed separate investment account investment option, which
invests in Separate Investment Account E I and that is made available under this SAGIC Schedule.
L. Separate Investntent Accoant El - means Separate Investment Account El established and maintained
by MassMutual under the laws of the Commonwealth of Massachusetts.
M. Separate Invest nent Account Balance - means the value of the securities in SE)arate Investment
Account El on the Valuation Date plus cash and accrued investment income in Separate Investment
Account El on such Valuation Date, as determined by MassMutual, based on the closing prices of
securities oD the Valuation Date and after making deposits and withdrawals on such date. If the value of
any asset is nol readily determinable, such asset will be valued at its fair rnarket value, as determined by
MassMutual, in accordance with accepted practices and applicable laws and regulations. On each
Valuation Date the Separate lnvestment Accoutrt Balance is reduced by the daily equivalent of the
amual investment management fee with respect to each day that has elapsed since the immediately
preceding Valuation Date. The annual investment management fee will not exceed,2o/o of the average
Separate Investment Account Balance.
A:IJnit Value - means the Separate Investment Account Balance on any Valuation Date divided by the
total number of units outslanding in the Market Value Account and in all other Market Value Accounts
maintained with respect to Separate Investment Account El, after adjustment for deposits and
withdrawals on such valuation Date.
Capitalized terms used in this Schedule that are not otherwise defined herein will have the meanings ascribed to them in
the Investment Agreement.
F1.02 Operation of the Market Value Account and Separate Investment Account Deposits and
Withdrawals
A. Operatiot, ofthe Markel Value Account.
(l)On the Valuation Date on which an amount is deposited in Separate Investment Account El, such
amount will be divided by the Unit Value for Separate Investment Account El on the preceding
Valuation Date and the quotient so determined will be the number ofunits credited to the Market
Value Account.
(2)On the Valuation Date on which an amount is withdrawn from Separate Investment Account El,
such amount will be divided by the Unit Value for Separate Inveslment Account El on the
preceding Business Day, and the quotient so determined will be the number of units debited to
the Market Value Account.
(3)At the close of each Valuation Date, the dollar amount of the lnvestor's interest in Separate
Investment Account El will be equal to the Unit Value at the close of that Valuation Date
multiplied by the number of units in the Market Value Account.
Form No. GP 5570-2 -s3-
MassMutual wilt maintain a Market Value Account to determine the amount of the lnvestor's interest in
Separate Investment Account El. This amount is not guaranteed as to either principal or a statd rate of
investment return.
B. Withdrawals from Sepatate Investmerrt Account El
Subject to Section 7.10 of the Agreement, withdrawals will be made from Separate Investment Account
E I as set forth below, provided that no withdrawal from Separate Investment Account E I may exceed the
Market Value Account Balance and no withdrawals under this subsection will be made on or subsequent
to the Termination Date.
(l) Fixed Fund Withdrawals. With respect to each Fixed Fund Withdrawal, an amount will be
withdrawn from Separate Investment Account El and paid Io the Investor, applied to the
purchase of benefits under Section 3.01 of the Ageement or transferred to another Plan
investment option under Section 2.01 ofthe Agreement-
(i) Amount of Withdrawal
(r)If the Book Value Account Balance is grealer than or equal lo the Market Value
Account Balance and the with&awal is not a Market Value Event Withdrawal,
the amount withdrawn from Separate Investment Account El will equal the
Eligible Amount of a Fixed Fund Withdrawal.
(ll)If the Book Value Account Balance is less than the Market Value Account
Balance and the withdrawal is not a Market Value Event Withdrawal, the amount
withdrawn from Separate Investment Account El will equal the lesser oi (a) the
Book Value Account Balance; and (b) the Eligible Amount of a Fixed Fund
Withdrawal.
OD If the with&awal is a Market Value Event Withdrawal, the amount withdrawn
from Separate Investment Account El will equal the lesser of: (a) the Market
Value Account Balance; and (b) the Eligible Amount of a Fixed Fund
Withdrawal.
(ii) Timing of Withdrawal.
(D With respect to withdrawal that is not a Market Value Event, subject to the terms
of the Plan, MassMutual shall make Transfers to olher Plan investment options,
subject to the provisions of subsection C below, on any Business Day in
accordance u'ith the terms of Section 2 of the Agreement and Distributions for
the purpose of making participant payments in accordance with the terrns of
Section 3 of the Agreeme following receipt of Effective Communications from
the lnvestor or Participant regarding the Transfer or Distribution
(il)With respect to Market Value Event Withdrawals, subject to the terms of the
Plan, following adjustment of the Book Value Account Balance in accordance
with Section Fl.04D(2), MassMutual shall make Trarsfers to other PIan
investment options, subject to the provisions of subsection C below, on any
Business Day in accordance with the terms of Section 2 of the Agreement and
Distributions for the purpose of making participant payments in accordance with
the terms of Section 3 of the Agreement following receipt of Effective
Communications from the Investor or Participant regarding the Transfer or
Distribution.
Form No. GP 5570-2 -s4-
(2)SAGIC Investment Option With&awal. The Quarterly Expense Fee will be withdrawn from
Separate Investment Accounl El on the first Business Day following the fourth day of each
calendar quarter. Instead of deducting fees from assets invested under this Agreement, the
Investor may provide Effective Communication to MassMutual requesting monthly invoices.
which shall be due and payable by the Investor to MassMutual within thirty (30) days of the date
of the invoice. If the fees have not been paid within thirty (30) days from the date of the invoice,
MassMutual shall have the right to withdraw the amount of the unpaid fees and all future fees
from Separate Investment Account El.
C. Competing Fund Transfer Restrictions
No transfers may be made to a Competing Fund or from a Competing Fund to Separate lnvestment
Account El without MassMutual's prior written consent.
A Competing Fund is a Plan investment option that: (i) is invested primarily in fxed income securities
including but not limited to, bonds, mortgages, cash or cash equivalents, or other securities where the rate
of retum is fixed or relatively stable; or (ii) has a guaranteq or is managed to produce stability of
principal including but not limited to insurance company general or separate account products, certificates
of deposit, or stable value collective trust funds; or (iii) is a self-directed brokerage acount.
F1.03 Operation ofthe Book Value Account
A. Amount ofthe Book Value Account
The amount ofthe Book Value Account at any time is equal to the total ofthe amounts credited to the Book
Value Account less the total ofthe amounts withdrawn from the Book Value Account.
B Credits to the Book Yalue Account
(l) Each Deposit will be credited to the Book Value Account on the date it is deposited in Separate
lnvestment Account El in accordance with Section 1.06.
(2) Interest will be credited to the Book Value Account at a rate equal to the Book Value Account
Interest Rate-
C. Determination olthe Book Value Account lnlerest Rate.
MassMutual will establish the Book Value Account Interest Rate on a semi-annual basis (the "Rate
Period"). The Book Value Account Interest Rate in effect during any Rate Period before taking into
consideration the Quarterly Experse Fee, will not be less than the Agreement Minimum Book Value
Account Interest Rate.
initial Book Value Account Interest Rate 3.35yo
July l, 2016 to December I l, 2016
6 months
0.00y,
initial Rate Period
duration of subsequent Rate Periods
Agreement Minimum Book Value Account Interest Rate
Form No. GP 5570-2 -s5-
Each reset ofthe Book Value Account Interest Rate will reflect consideration ofthe following factors: (a)
the expected market leld to maturity of the assets of Separate Investment Account El; (b) the amount
and timing of: (I) any payments expected to be made by MassMutual under the Agreement; and (II) any
Deposits expected to be made by the Investor; (c) expected marka yields of Separate lnvestment Account
El assets related to the Deposits described in (b); (d) the difference between the Market Value Account
Balance and the Book Value Account Balance, amortized over a period equal to the term to maturity ofa
zero coupon bond with a duration equal to the duration ofthe assets of Separate Investment Account El;
and (e) the investment management fee described in Section Fl.0lM and the Quarterly Expense Fee.
MassMutual will provide the Investor with Effective Communication of the Book Value Account Interest
Rate for each Rate Period following the initial Rate Period at least thity days prior to the beginning ofsuch
Rate Period. MassMutual may also reset the Book Value Account lnterest Rate if the Investor does not
rnake the Deposits required by Section F1.02 or establishes, activates or makes a material change in a Plan
investment option that has an a&erse effect on the financial experience of MassMutual or other investors
with investment agreements in the same class as this Agreemert.
D. lfithdrawals from the Book Value Account
Withdrawals will be made from the Book Value Account as set forth below, provided that no withdrawal
from the Book Value Account may exceed the Book Value Account Balance and no withdrawals under
this subsection will be made on or subsequent to the Termination Date.
(l) On each date that an amount is withdrawn from Separate Investment Account El in accordance
with Section Fl.02B(1Xo(t) or (II), a withttrawal will be made from the Book Value Account in
an amount equal to the Eligible Amount ofa Fixed Fund Withdrawal paid or applied pursuant to
Section Fl.02B(l)(iXI) or (II).
(2) On each date that an amount is withdrawn from Separate Investment Account El in accordance
rvith Section F I .02B( I XiXIII), a with&awal will be made from the Book Value Account in an
amount equal to the product ofthe amount paid or applied pusuant to Section Fl.02B(lXDflID
and a fraciion, the numerator of which is the Book Value Account Balance as of the Valuation
Date preceding the date of the withdrawal and the denominator of which is the Market Value
Account Balance as ofthe Valuation Date preceding the date of the withdrawal.
(3) On each date that an amount is withdrawn fiom Separate Investment Account El in accordance
with Section Fl.028(2), such amount will be withdrawn from the Book Value Account.
F1.04 Termination of the SAGIC Investment Option
A. Termination Even*,
MassMutual will terminate the SAGIC Investrrent Option under the following circumstances
(l) The Investor provides Effective Communication to MassMutual that the SAGIC Investment
Option will be terminated.
(2) The Market Value Account Balance is not more than $1,000 or the Book Value Account Balance
is zero.
(3) MassMutual determines that it will not be able to continue to operate the Agreement under ils
current terms following the Plan's establishment, activation or material change to, any Plan
(4)
investment fund.
The Plan fails to make the contributions to the SAGIC Investment Option requted under Section
t.02.
Form No. GP 5570-2 -s6-
F1.05 Relation of Separate Investment Account EI to the Assets of MassMatual
The amount attributable to Separate Investment Account El is assigned to and is part of those assets of
MassMutual that make up Separate Investment Account El. The Investor, the employer (if not the Investor),
and the employees of the employer are not owners of any portion of Separate Investment Account E I or other
assets of MassMutual as a result of the records and accounts maintained by MassMutual for this Agreement
which provide for the allocation of certain amounts paid under the Ageement to Separate Investment Account
El. MassMutual, in its sole discretion, and subject to applicable laws and regulations, determines whether
Separate Investment Account El will be maintained or discontinued and how the assets ofSeparate Investment
Account El will be invested.
The assets of Separate Investment Account El may be invested, wholly or partly, in securities, including the
shares of any investment company registered under lhe Investment Company Act of 1940. The investment
company in which Separate Investment Account El invests may be advised by an investment adviser that is a
subsidiary or affiliate of MassMutual and MassMurual may purchase, or convert Separate lnvestment Account
El's investment to, shares of any other investment company advised by an investment adviser that is a
subsidiary or affiliate of MassMutual. In the exercise of its sole discretion, MassMutual may from time to
time, hire an investment adviser registered under the Investment Advisers Act of 1940 to assist in the
investment ofassets.
The amount equal to the reserves and other contract liabilities with respect to those portions of Separate
Investment Account El attributable to this Agreement will not be chargeable with liabilities from any other
business MassMutual conducts.
Form No. GP 5570-2 -s7-
B. Timing of Termination
(l) ln the event oftermination pursuant to subsection A(l) above, the SAGIC Investment Option will
be terminated as ofa date selected by the Investor, which shall be no earlier than thirty (30) days
after the Investor provides Effective Communication to MassMuhul.
(Z) In the event of termination pursuant to subsection A(2), (3) or (4) above, the SAGIC Investment
Option will be terminated as ofa date selected by MassMutual, which shall be no earlier than the
tenth day after the date MassMutual provides Effective Communication to the Investor.
C. Elfed of Termination of the SAGIC Investment OPtion
(l) Upon termination of the SAGIC Investment Option, the Market Value Account Balance and
Book Value Account Balance will be reduced by the outstanding Quarterly Expense Fee.
(2) If the SAGIC Investment Option is terminated pursuant to subsection A(l) above, an amount
equal to the rernaining Market Value Account Balance will be transferred to another investment
option under the Ageement in a lump-sum payment. The lnvestor may elect, by Effective
Communication received by MassMutual prior to the termination of the SAGIC Investment
Option, to have the Market Value Account Balance transferred to a non-participating guaranteed
interest contract in accordance with Section 5 ofthe A$eement.
(3) If the SAGIC Investment Option is terminated pursuant to subsection A(2) above, an amount
equal to the greater of the rennining Market Value Account Balance or Book Value Account
Bilance will be transferred to another investment option under the Agreement in a lump-sum
Payment.(4) tf th" SeCIC lnvestment Option is terminated pursuant to subsection A(3) or (a) above, an
amount equal to the remaining Market Value Account Balance will be transferred to another
investment option under the Agreement in a lump-sum payment.
F1.06 Investmenl Guidelines
A. In General.
These guidelines apply to the assets of Separate Invesfinent Account El taken together with its share of
the underlying assets of any Separate Investmenl Account or investment company in which it invests.
Assets will be invested at time of purchase, in fixed income instruments, or in Separate Accounts and/or
investment companies that invest in fxed income instruments.
B. Allowablelnvestruents.
Normally assets will be invested in fixed income debt securities, including, but not limited to: (l) U.S.
dollar-denominated corporate obligations; (2) Securities issued or guaranteed by the U.S. Government or
its agencies; (3) U.S. dollar-denominated bonds of foreign issuers or bonds of foreign issuers currency
hedged into U.S. dollars; (4) Mortgage-backed and other asserbacked securities; and (5) money market
securities, including commercial paper.
Some of these investments may have been purchased subject to legal restrictions on resale, although no
more than l5oZ ofthe all assets may be restricted or illiquid at the time ofpurchase.
C. DiversilicationConstraints
These diversification constraints apply to the separate account itself (excluding any assets held in an
investment company or separate account) and to any investment company or separate account into which
it may invest.
(l) Exposure to any one issuer, other than those securities that are issued by or guaranteed by the
U.S. Government, U.S. Agencies, or U.S. govemment sponsored enterprises, will not exceed 5olo
ofthe SIA'S net asset value at time ofpurchase. For the purposes ofthese guidelines, the issuer of
an asset-backed secant.v will be considered lo be the lrust lhat holds the associated collateral,
dnd the 59/o limit will apply to the sectrities represenling claims agdinst any one such lrust.
(2) Corporate exposure per industry, using Adviser's or third-party vendor's industry classifications,
will not exceed 25o/, of the SIA's na asset value at time of purchase. This restriction does not
limit the purchase of U.S. Government instruments.
(3)llliquid securities, including private placements, residenlial mortgage whole loan pools or other
illiquid securities will not exceed 15% of the SIA's net asset value at time of purchase; for
purposes of this limit, private placements do not include Rule l44a investments and Section 4(2)
and Section 3(a)3 commercial paper as defined under the Securities Act of 1933;
(4)Repurchase agreements and reverse repurchase agreements limited to 25%o of the SIA's net asset
value at time ofpurchase.
(5)The percentage ofassets invested in below investment grade debt securities is normally limited to
25V. of he SIA's net asset value and, should the amount exceed this level, best efforts will be
made to reduce the exposure on a timely basis.
Form No. GP 5570-2 s8-
The duration of Separate Investment Account El portfolio is intended to be (within +/- l0%) of the
duration of the Barclays Capital Aggregate Bond Index. Historically, the Barclays Capital Aggregate
Bond Index ranges between 4 and 7 years. Portfolio duration changes will be accomplished primarily
through the reinvestment of cash flows and selective trading.
F1.07 Investor Directed Transfer Restriction
Except as mutually agreed upon by MassMutual and the Investor, and subject to such condilions as MassMutual and the
lnvestor may agree upon, the tramfer by the Investor ofall or a portion ofa Participant's Plan account from the SAGIC
Investment Option to a Separate lnvestment Account or to any Plan investment option held outside ofthe Ageement will
constitute a Market Value Event Withdrawal.
Form No. GP 5570-2 -s9-
D. Othet Constraints.
APPLICATION FOR GROUP ANNLTITY CONTRA,CT
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
(MassMunral)
Springfi eld, Massachusetts
Application is hereby made for a Group Annuity Contract (the "Contract") by City of Burlingame (the "Applicant"), to be
issued to City of Burlingame (the "Investor") by the Massachusetts Mutual Life Insurance Company (the "MassMutuaf')
to provide benefits for eligible employees ofthe
City of Burlingame Deferred Compensation Plan
Said Contract will be prepared by MassMutual on Form No. GP 5566, or the contract form then being issued, and
designated as Group Annuity Contract No. MR 099977, the terms and conditions of which have been mutually ageed
upon by the Applicant and MassMutual.
It is understood and agreed that this Application will become a part of the Contract hereby applied for, that said Contract
is to be effective as of July l, 2016 and that this Application supersedes and replaces any prior application for said
Contract.
I, the undersigned, have read and understood the proposal material presented to me prior to entering into this Contract and
any applicable prospectus.
Al{V PERSON WHO KIiOWINGLY, AND WITH INTENT TO DEFRAUD AN INSIJ'RANCE COMPANY OR OTHER
PERSON, SUBMITS AN APPLICATION FOR TNSURANCE OR FILES A CLAIM CONTAINING ANY FALSE,
INCOMPLETE OR MISLEADING I\FORMATION IS GUILTY OF INSURANCE FRAUD, II'HICH IS A CRIME.
Signed at this day of
(Location)
Ciw of Burlinqame
(Complete Legal Name of Applicant)
By
Signature and Title
to
(Soliciting Agent or Broker)
(Signature ofResident Agent Where Required
by Law ifother than Soliciting Agent or Broker)
Form No. GP 5557
20-.
For Information of MassMulua[:
318t2016 Contracl No. 62146-0001-0000
MASSMUTUAL
ADMINISTRAT]VE SERVICES AGREEMENT
This Administrative SeMces Agreement ("Agreement) is made betv/een Massachusetts Mdual Lite lnsurance Co.npany
('MassMduat') and City of Budingame ("Plan SporEof) with resped to City of BurlirEame Defened Cornpensation Plan ("Plan).
WHEREAS: The Plan Sponsor is the sponsor of the Plan and is (or is authorized to act for) the "adminiskatof of the Plan;
WHEREAi: The Plan SporEor desi.es to engage MassMutual to provide the recordkeeping ard other administrative seMc6
descdbed in this Agreement (the 'Services") to the Ptan, and MassMutual is willing to provide the SeMces in exchange for c ertain
Iees on the terms and conditions described by this Agreement.
THEREFORE: The Plan Sponsor a nd MassMutual effective as of ttle 1st day of July, 2016 hereby agree as follo\,lsi
I. RECORDKEEPING ANO AOMINISTRATIVE SERVICES
2.1 lnvostmsnt of Plan Assetg: The Plan Sponsoa. and not MassMutual, is responsible tor the investnent of plan asseis.
plan assets are invested in mutlal funds, colleclive trusts, insurance comparry gene.al and separate accounts. other pooled
investment vehictes or other investments, selecled by the Plan Sponsor as describ€d in Exhibit C ("lnvestment Options"). The Plan
1.1 Dsscription ol Ssrvlcss: The Plan Sponsor engages MassMutual to provide the SeNices described in this Agreement
and the acc.mpanying Exhibits. At alltimes, the Services a.e subject lo revrew and approval by the Plan Sponsor and the legal, la x
and other advisors ofthe Plan Sponsor, as the Plan Sponsor in its sole discretion, determines.
1,2 Plan Administrato/s Guido: TtE Plan Sponsor hereby directs MassMutualto perlom the Services in accordance with
the policies, practices and procedures set fonh an MassMutual's Plan Administratofs Guide, as the same may be amended by
MassMutuat from time to time. MassMutual ag.ees to provide Plan Sponsor with notice of any changes to the PIan Adminislrato/s
Guide, which may take the fom of posting an amended Guide on MassMutual's plan sponsor website. ln any matter not resolved b y
the tanguage in the Ptan Administrator's Guide, Plan Sponsor di.ects MassMutual, and MassMutual agrees to follow commercially
reasonable standards.
1.3 Particlpant Acc€ss,/Plan Sponsor WgbsiterPaperloss Servlcos: The Plan Sponsor consents to MassMulual's use of
electronic media for all services provided under lhis Agreement to ttE extent permitted by law and it agrees to process kansactions
and transmit data and information to MassMdual [Eing eleclronic media, via MassMutual's plan sponsor '.€bsite or such other
methods as may be agreed to by MassMutual. MassMutualmay charge the Plan Sponsor additionalfees if the PIan Sponsor does
not process transaclions using electronic media made available by MassMutual.
The Plan Sponsor directs MassMutual to ailow participants access to their individual a ccounis and to initiate transacliom
electronically and via toll-free telephone seMces wt ch include a voice response unit and customer seavice professionals
MassMutuai endeavors to make its electronic channels. voice response unit and customer service representatives available during
normal business hours or such other times as determined by MassMutual. MassMutual is not responsible for the failure ol thes e
systerns caused by events beyond its conlrol.
MassMutual will act on any lelephonic or eleclron ic instruclions it reasonably believes to be genuine. ln order to prevenl
unauthorized access to its systems, MassMutual employs reasonable security procedures, such as personal identfficalion number s
and plan sponsor lD numbirs. MassMutual is noi responsible for a loss that results if any participant's -or the Plansponsor's
iOentifiers 6r otler security procedures are compromised. Plan Sponsor agrees to immediately notify MassMutual if the Plan
Sponsor becomes aware ol a seqrrity breach-
1.4 Dlstrlbution S€rvlc6: As part of ongoing plan administration, MassMutual will provide lerminating plan participants with
information regarding their distribotion options under ttre Plan. As part of this service, MassMutual will provide participan ts wilh
estimated ann-uity payrnents where applicable. and a notice regarding the tax consequences of vadous forns of distribdion. Plan
Sponsor authorize! i4assMutual to irovide particjpants information regarding individual retirement accounts and other rollover
products available lhrough MassMutual.
l.S Data Sharing./Plan Sponsor Logo: The Plan Sponsor directs MassMutual to p.ovide the Plan's represenlatives and
other authorized thkd p;flies, in;bding bd not limiled to third -party administrator. broker of record, data aggregator, or other third -
party advisor, if any, with informationlegarding the Plan, as requested by such pe6ons, including but not limited to temination.
loans and distributions.
1.6 plan ConveBion: MassMutual will cornmence paoviding recordkeeping and other administrative seMces with respect to
the plan upon the completion of a conversion period duaing which alt Plan records required by MassMutual to perform lhe Servi ces
are transfened to MasjMutual. During the conversion period, Ma ssMutual may rely on data supplied by the prior recordkeeper. The
detaits of the Plan's conveEion to MassMutual, including ihe Plan Sponso/s directions with respect to the investment of Pla n
assets, Ior example, mapping of plan asseis, and other lerms an d conditions for the conversion, are described in Exhibit B-
2. INVESTMET{T PROCEDURES
1
3t8t2016 Contrect No 62146-0001-0000
Sponsor and/or the participants direct the i nvestment of plan assets among these lnvestment Options as indicated in Exhibit C- The
Plan Sponsor may amend its selections on Exhibit C at any time by providing MassMutual at least sixty (60) days advance witt en
notice. MassMutual cannot accept any cha nge it is unable lo adminisler.
lf the Plan's assets are held in trust ard invested in mutual funds or both in mutual funds and through a group annuity conlr act
issued by MassMutual. the Plan Sponsor acknMedges and agrees that MassMutual has established a'menu'of lnvestnent
Options that it makes available to plan sponsors. MassMutual determines its menu of lnvestment Options based on its
administrative and business agreements with the managers and distributors of such lnvestment Options. MassMulu al may change
its menu of available lnveslinent Options fro.n time to time to add or remove lnvestment Optio6 subjecl to cenain conditions. lf
MassMutual adds an lnvestrneri Opt,on to. or rqnoves an lnvestment Option horn the menu of available lnvestrnent O ptions.
MassMutual will post a notice on the plan sponsor t\,ebsite at !!!pS:4!di!eEaSgOUUaL@ under lhe'Actions and
Alerts' section. lf MassMutualmakes a change to its menu that willaffect the lnvestment Options selected by the Plan Sponsor on
Exhibit C, then unless the change is required by events beyond MassMulual's reasonable control, MassMulualwill provide the P tan
Sponsor with advance written notice of such change, typicalty at least sixty (60) days in advance of the effective date, including an
explanation of lhe reason for, and the effective date of, the change. lf the change is required by evenls beyord MassMutual' s
reasonable control. MassMutual is not required to p rovide sixty (60) days notice, but will provide notice as soon as praclicable. For
administ.ative purposes. MassMutual may communicate and process changes to the Plan's investment option s prior to the effed ive
date of the change. lf an lnvestrnent Option is deleled, MassMutual may include in its notice a proposed substitute. The Plan
Sponsor agrees that, in the case of such notrce of change to lnvestment Options available to the Plan, the Plan Sponsor may s elecl
a replacement lnvestrnent Option fo. the deleted lnvestrfient Option but if the Plan Spor6or tails to notiry MassMutual in writing
before the requesled respoffie time in the cornmunication that the Plan Sponsor elects lhe proposed replacemenl lnvestment
Option. and fails to elect a different replacement lnvestment Option, then any plan assets invested in the discontinued lnvestment
Oplion will be transfered to the Padicipant Default lnvestment Option. lf the Plan Sponsor rejects a proposed change to th e mlnual
tunds availabte to lhe Plan but the Plan Sponsor does not affrmatively select a replacemenl lnvestment Option or terminate lhis
Agreement before the requesled response lime, arry plan assets invested in the deleted Investrnent Option will be translened t o lhe
P,rticipant Default lnvestrnent Oplion. The Plan Sponsor directs MassMutuallo lreat any chaoge to the Ptan's lnvestrnent Options
under the cond(rons set forth in this Agreement as an amendmer{ to Exhibit C.
2.2 Prlcing Transactions: MassMutual generally processes investment instructions at the value determined at the close of
the New York Stock Exchange (usually 4 p.m. ET) that next Iollows the receipt by MassMutual of the investment instructions in good
order. Thus, if MassMutual receives investment instructiorE in good order beto re the close of the New York Stock Exchange on a
business day, the transaction receives the net asset value of the lnvestrnent Option in question determined as of the market c lGe
on that day, earlier times may apply lo certain investment options. lf inves tment instructions arc received in good order affer the
New York Stock Exchange closes, or on a day when it is not open, the transaction receives lhe net asset value of the lnvestme nt
Option in question determined as of the market close on the next day the New York Stock Exchange is open. lf investmenl
instruc{ions are not processed on a business day for reasons beyond MassMutual's .easonable control, including without limita tion,
that the order is not accepted for any reason by the lnveslrnent Optaon in qu estion, the instructions u/ill be processed at the value
determined at the ctose of the Ne,.,/ Yolk Stock Exchange on the next business day or as soon, thereafier, as is feasible.
2.3 Participant Default lnve3tmsnt Optlqn: To the extent that MassMutual does not receive inveslment instructions or the
instrudions are not in good order f.om a partjcipant regarding the investrnent ol all or a portion of the participant's indiv idual
account, the amount in question will be invested in the defaull inv6trnenl opti on selected by the Plan Sponsor on bdtibit C.
2-4 Frequent Tradlng Policy: ln order to comply with the prohibitions on market timing and ftequent t.ading enforced by the
managers of @rtain lnvestment Options or their underlying investments, MassMutu al applies controls that prohibat Plan Sponsors
and p;dicipants from transfening inlo certain lnvestment Options if the Plan Sponsor or participant has transfened into an d out oI
the lnvestrnent Option within lhe previous sixty (60) days (the "Frequent T rading Policy). The Plan Sponso. directs MassMulual to
appty the Frcquent Trading Polic, to the Plan and to revise the F.equent Trading Policy as described above. A description of the
Fiiq-uent Trading Policy i available to the Plan Sponsor upon request. In addition, the Plan Sponsor agrees and acknowledges
that the managers of rnutual tunds and olher lnvestment Options may require MassMutual to impose difierent or additional tradi ng
restrictions or to prohibit furthe. trading by a plan or padicipant at any time. MassMutual may revise the Frequenl Trading Polic), as
necessary, lo coanply with ne$/ investtnent manager testridioas or legal requirements.
2-S Compqtlng lnvsstment Opuons: Exchanges bett/'reen lnvestment Options that are competing funds may be restricted,
where such exchangis could adversely impact the returns of participanls. This restriction may be in lieu of, or in addition to similar
restrictions that ma, be found in the group annuity contracl. the prospectus, or other documents govemin I the lnvestment Options.
The Plan Sponsor icknowledges that MassMutual will enforce such restrictions in providing the administrative seMces under t his
Agreement.
3. PLAN SPOI.ISOR'S RESPONSIBILITIES
3.1 lnstructiona, lntomatlon and Data: The Plan Sponsor will provide MassMutual with all necessary instructions.
information ard data in a timely fashion and in good order. l,/hat information or data is required in a given situation is des cribed by
this Agreement, the Exhibits, the Plan Administrator's Guide. or as otherwise communicated by MassMutual. The Plan Sponsor
must immediately notiry MassMrJtual if the Plan Sponsor believes MassMutualhas not pIoperly processed instruclions.
For purposes of this Agreement, "in good orde/ means an instructr on that includes all information reasonably required by
t"tasiU&ual to give effea to the instruction and is in a tormat mutually agreeable to the parties. MassMutual has no duty to veriry
wtEther instructions, information or data it rec€ives f,orn the Plan Sponsor is properly authenticated. accurate and complete or that
it is in receipt of all necessary inst.uctions- MassMutual may tully rely on inslructions, infomation and data provided by the Plan
2
3t8t2016 Conlract No 62146-0001-0000
Sponsor, its representatives and other authorized third parties, ard the panicipants. lf MassMutual determines thal an item is not in
good order, MassMutual will brirE this to the Plan Sponso/s attention and will inform the Plan Sponsor of what additional
infomation or data is required before it can act. T he Plan Sponsor is resporEible for any expense or claim that results fro.n the Plan
Sponso/s failure to provide i.Elruclions, informalion or data in a timely fashion and in good order. MassMutual is not resp onsible tor
a loss that results ftom ca.rying out instrudions received from the Plan Sponsor. participants, the plan sponso6, representatives, or
authorized third parties-
ln carrying oul its responsibilities under this Agreement, MassMutual will act uF,on the directions of the Plan Sponso,'s
representatives. MassMuiual will rely upon the continuing authority ot srch representatives until otheMise notified in writing.
MassMutual may act upon rMitten directions oI the Plan Sponsor or its represenlatives (in original or by facsimile transmissi on) or
upon oral or telephonic instructions, or eleckonically transmitted instructions that MassMutual reasonably believes to be ge nuine.
3.2 Contribudons: The Plan Sponsor, its representatives or other authorized third padies, including but not limite d to a
common remitter or payroll provider. if arry, is responsible for monitoring and collecting all contributions ard other amounts due to
the Plan. and wilt .emit or cause to be remitted all such sums to the Plan on a timely basis in full compliance with the lntemal
Revenue Code ("Code") or olher relevant law.
3.3 ituttiple Plans and ConLolled Groups: The Plan Sponsor will inform MassMutual of other retiremenl plans it sponsors
and controlled groups or affliated seMce groups ol which it is a member.
3,4 Required Ropo.ting and Communicatlons: This Agreement does not aftect wtrich party has ultimate responsibilily for a
report or participant cormunication. Hou/ever, MassMutual will assisl the Plan Sponsor with lhe preparation of repo.ls 3rd
padicipant communications as described in Exhibit A. The Plan Sponsor is obligaled to reviev, in a timely manner repo.ts and
cornmunications prepared by MassMutual and info.m MassMulual of any enors or discrepancjes. The Plan Sponso. is .esponsible
for providing participants. includirE terminated participants. all legally required disclosures, communicalions and other informa lion.
MassMutual only provides the communication malerials and statements described in this Agreernent (including the Exhibits) and the
plan Adminisk to/s Guide. MassMutual does not make any represenlations as to whether such communication materials and
staternents satisfy the requirements under applicable law and regulations.
3.5 Notice of Plan Events: The Plan Sponsor must notit MassMutual as far in advance as praclicable oI events thal may
increase votume in participant{irected transactions or beneft requests. Such events include reorganizations or rcstructurings, eady
retirernent programs or lay-ofls.
3.6 Third"parg Service Provldgrs: Tt€ Plan Sponsor may engage third-padies to provide services to the Plan. The Plan
Sponsor agrees ihat any third-party administralor or other pe6on engaged by the Plan Sponsor to provide seMces to the Plan is
not, aM v/iil not be deemed to be, MassMutual's agent or subcontractor and MassMutual is not responsible for the third -party's acts
or omissions with respect to the Plan. MassMutual may subcontract seNices it provides under this Agreement.
3.7 lriissing Pa,ticipants: tn the event that MassMutual cannot trom its records ascertain the whereabouts of a paffcipanl or
beneficiary entiled to a distribution from the Plan. MassMutuat will notit the Plan Sponsor. The Plan Sponsor is responsib le for
localing missing participants and directing MassMutualas to lhe disposition of missing participants' berefits-
3.8 Certifcauon: ln the event of a request by the Plan Sponsor for a transfer of any Plan assets to a new trustee, custodian or
irEurance company, the Plan Sponsor or a delegale of lhe Plan Sponso( will. in a written notjce deli\€red lo MassMutual: (i) designale
the trustee. qEtodian or irBurance cornparry that is to receive the transfer; and (ii) cediry that the amounl so transfered is to be used to
provide benefits for those participanls and benefciades \,!ho,..rould be entitled to benefits under the Plan and such Plan, in the opinion
of the plan Sponsor or its delegate, continues to meet the applicable qualifcation requirements of the Code. MassMutual wil I be erllitied
to rely conclusively upon such certifcation.
,T. FEES
4.j Fee Schedule: Descriptions of the fees and other revenue MassMutual receives in connection with the Services provided
to the plan Sponsor and the Plan pursuant to this Agreement may be found in Exhibits C ('Plan lnvestments"). D ("Fees). F
("MassMutuat Retirement SeNices Float Policy) & H ("Approval Services"). MassMutual reserves the right to assess fees for
seMces it renders wtrich are not contemplated by this Agreement.
4.2 ttethod of Paymen[ The Plan Sponsor certmes that reasonable administrative expenses and fees may be paid from
plan assets. To the extent the Plan is prohibited from paying amounts due MassMutual, the Plan Sponsor will pay the amount d ue
horn its ovJn assets. ln the absence of notice provided by the Plan Sponsor, MassMutual will deduct trom plan assets amounts ot'ved
for expenses ahd tees. lnstead of deducting expenses and fees from plan assets, the Plan Sponsor may provide notice to
MassMutual in a form satisfactory to MassMutual that it is electing to directly pay lhe expenses and lees. ln such case, amounts a.e
due and payable by the Ptan Sponsor within thirty (30) days from the date o{ lhe invoice lrom MassMutual. lf expenses have n ot
Oeen paii *ttrin mirty 130) days from the date ot the invoice, MassMulual will withdraw the amount of the unpaid expenses and all
i.iure expenses fiom plan assets.
4.3 t odifica{on ot Feqs: The fees set forth in Exhibit D are effective for five year(s) from the efective date of this
Agreement plus the abitity io extend the contract under the same conditions up to two (2) additional one (1) year periods, and is
eiecried contingent upon lhe assumptions aegarding plan assets, cash flo\,v, lnvestrnent OptiorE and accoun t balances on which
the fees are based at time of conversion. lf these factoE are not consistent with these assumpliorE. MassMutual aeserves th e right
3
3t8t2016 Contract No. 62146-0001-0000
to increase fees. Thereafler fees are subject to change upon sixty (60) days advance written notice pr ovided by MassMutual to the
Plan Sponsor. This nolice will consist of a revised iee schedule .
1.1 lnvostment Fees: Under the arangements bet$€en MassMutual and the investrnent vehicles ofiered as lnvestment
Options under this Agreement, MassMutual receives certain lees in exchange lor providing recordkeeping and accounting services.
Amounls received by MassMutual are disclosed in the Cost and Revenue Disclosure documenl you received belore MassMulual
began delivering administrative seMces puEuant t o this Agreernent. These fees reprcsent a portion of the fees assessed againsl
allofthe shareholders or investors in the lnvestrnent Options and are separate from fees paid to MassMutual under this Agree ment.
The Plan Sponsor acknowedges lhat tfiese fees allow MassMutual to charge the Plan a lo,\er fee under this Agreement than v'/ould
otheMise be the case. The Plan Sponsor further acknowiedges that it has taken these fees into consideralion in determining, if
overall, the fees paid by the Plan under lhis Agreement are reasonable. From time to time, MassMutual may renegotiate these fees
under such arrangements without the approval of the Plan Sponsor. Revenue sharing received by MassMutual from the
investmenls will be credited back to participanls investe d in those tunds.
4.5 Di3clo3urg of F€6: The atlach€d Et'fbits contain a detailed desc,iption ol all the fees collected under this Agreement.
MassMutual also provides or makes available to you materials that describe additional revenue MassMutual re ceives, includirE
.evenue received with resped to lhe Plan's investrnents. MassMutual will discloce any material change in this information to the
Plan Sponsor as required by la\,v.
4.6 Float MassMutual's policy is to process contributions to and dis tributions from the Plan as quickly as possible. Pending
the processing of contributions and distributions. lunds may be invested in short term instruments such as institutional mone y
market funds. lt is MassMutual's policy to retain any eamings ('ioat') that acque on these short term investments. The Plan
Sponsor acknowledges that it has taken this float into consideration in determining lhe reasonableness of the fees paid by th e Plan
under this Agreement. MassMutual's float policy is attached as Ex hibit F.
5. TRU STE E,/C U STO DIA}I SERVICES
5.1 Custody of Plan Assets: E(c€pt for Plan assets deposited under a group annuity contracl issued by MassMdual, all
assets ot the Plan are held in trust by the Trustee,/Custodian. The responsibilities of th e Trustee/Custodian and its l€al obligations
are governed by a separate trust agreement.
5.2 Dlrect€d TrusteeJcustodian: lf any assets of the Plan are held in trust, the Plan Sponsor may appoint a directed
truste€r'custodian ol the Plan, provided that MassMutual determines that the directed trustedq6todian is capable of providing
information and instruclions lo MassMutual in accordance with MassMutual's stardard administrative procedures, as reasonably
determined by MassMutual- ln canying od its responsibilitiE under lhis Agreernent, MassMulual may rely on information,
confirmations and other communiclrlions received from the directed ruste€/custodian.
6. AMENDMENT AND TERMINATION
6.1 Amqndment This Agreement may be amended, at any time, by a ,,rritten agreement of the parties. ln addilion,
acceptance by Plan Sponsor of Services wilh respect to a Plan and changes to the Plan's investment options by the Plan Sponsor's
designee will be deemed to be acceptance by Plan Sponsor of conesponding changes to Erhibits A, C and D, as applicable.
Finaly, MassMutual may propose to amend lhis Agreement by providing the Plan Sponsor t{itten notice of an amendment sixty
(60) days pnor to its effective date. lf the amendment is not acceptable to the Pl an Sponsor, the Plan Sponsor may terminate lhis
Agreement. ln the absence of written notice to terminate this agreemenl delivered lo MassMutual before the applicable effect ive
drte of an amendment. the Ptan Sponsor will be deemed lo have approved such ame ndment. Amendment to the terms of this
Agreement may be documented in an addendum to this Agrcement.
6.2 Term and Torminalion: This Agreement commences as of the eadiest of the date (i) so indicated on lhe frst page; (ii)
executed by the plan sponsor;or, (iii) tunds are deposited with MassMutualorthe trustee/custodian.
This Agreement terminates as ofthe earliest ofthe date (i) July 1. 2021; (2) that is at least sixty (60) days afrer either MassMutual or
the Pt;n Sponsor lerminates this Agreement by providing the other party written notice of its intent: or (iii) of appointment of a
successor recordkeeper by tlle Plan Sponsor- Plan retains the oplion to renew lor an additional t'/\o (2) one -year periods subjecl to
the mutual agreement betrr/een the Plan Sponsor and MassMutual. It the Plan is funded by a group annuity cont.act issued by
MassMutual, then the group annuity coniract terminates coincidenl with the termination of lhis Agreement, provided that_any
timitations, fees or erpeises related to payment of the group annuity contract shall continue to apply regardless of the effecl of this
sentence. Olherwise, the termination is efective sixty (60) days from lhe dale this notice is rcceived by the other party, unless lhe
parties setecl another date mutually agreeable to both. ll the Plan Sponsor is terminating this agreemenl beca6e it objects to an
amendment by MassMutual, it may terminate the Agreement by delive.ing thirty (30) days notice to MassMutual. MassMutual will
continue to provide administ.ative seruices lhrough the termination date, will be ernifled to fees, and will cooperate in the conversion
of the Ptan to the new recordkeeper to the extent mutually agreeable to both parties. On and afier the termination dale,
contribulions to. witMrawals from, and transfers bet\,een tunds maintained with respect to this Agreement will not be permitted. As
of a date not tater than thirty (30) days following the termination date. MassMulual will witMraw the value of the afiected
participants accounts from the investnenls made under this Agreemenl and will deliver lhe proceeds of such witMrawal lo, or as
directed by. the Plan Sponsor provided that MassMutual will first be entitled to deducl frorn such proceeds any administrative or
other Iees then due to MassMutual. lt shall not be a breach of this Agreement if MassMutual fails to make a withdrawal and/o.
deliver proceeds. as provided for above, due to an unscheduled ma*et closure or any olher event beyond MassMulual's
3t8t2016
reasonable control, provided MassMutual makes such withdrawal and/or delivers such proceeds as soon as reasonaHy possible
following such evenl. Terminatioo of arry olher contrad issued to the Plan Sponsor by MassMutual will be govemed solely by the
terms of such coolrad.
7. LIABILITY; lNDEtt a{IFICATION; DISPUTE RESOLUION
7-1 Scopq of irlassirutual's Responglbillty under this Agreomsnt MassMutual has no duties or obligations with respect
lo the Plan other than those duties and obligations specifcally set forth in this Agre ement. without limiting lhe foregoing,
MassMrrtual has no responsibility lor any of lhe following: tle deductibility of the Plan Sponsofs contributions made to the Plan, the
continued qualification of the Plan; the accuracy of data supplied to MassMutual by the PIan Spor6or, its representatives or other
authorized thhd parties, if any. al any time prior to or durirE the term of this Agreernent; the payment of interest, penalties or excise
taxes arising from the failure of the Plan Sponsor to comply with a ny of the Plan Sponso/s responsibilities under this Agreement or
applicable law; or joint testing of additional plans maintained by the Plan Sponsor, but administered by someone olher than
MassMutual- MassMutual does not wanant, verify or accept respons ibility for administrative seNices provided lo the Plan Sponsor
p.ior to the engagement of MassMutual . Perlormance standards and guarantees are outlined in Exhibit A.
7.2 Fiduciary Strtu3: The Plan Spoosor acknor/iedges that it is the pan fiduciary wit hin the meaning of relevant law, with
the aulhority to select service providers and plan inveslments. lt is the intent of the pa.ties that in p€rforming its non{iscretionary
administrative seMces for the Plan under this Agreement. MassMutuali (i) acts solely as a non-fiduciary service provider to ttle Plan
Sponsor implementing the instructions and direslives it receives fiorn the Plan Sponsor or, as authorized by the Plan Sponsor, f.om
the participants; (ii) is neither a fduciary nor a plan administrator as these terms are defrned in relevant law and (iii) has no
discretion in matters of plan administration and management including, but not limited to. interpretation ol the plan document, the
application of law and the investment of plan assels. The par ties intend that discretion in these, and all other matters, lies
exclusively with the Plan Sponsor. The Plan Sponsor is responsible for appointing a plan administrator wio has discretionary
authority in the administration of the Plan. The Plan SporEor may also retain olher seoice providers with t hom MassMutual will
work to seMce the Plan, including investrnent advice providers and direcled trustees. These seMce provide.s may assume
fiduciary responsibility with respect to ttle Plan and wtrile MassMulua I may provide the Plan Sponsor with revenue information with
respect to these seMce providers, ihey are rEilher affiliates ol nor subconiractors for. MassMutual. MassMriual does not give
legal, acrounting, or lax advice and the Plan Sponsor should cons ull its own legal, accounting and ta( advisors.
MassMutual may offer group annuity conkacls, the assets of wtiich are allocated to insurance company separate investment
accounts ("SlA) thal may hold plan assets. Those SlAs may invesl in either one or m ore mdual tunds, a bank collective trust fund
or a portfolio ol securities. MassMutual may also ofier a registered p.oduct lhrough which plans may direclly invesl in mutua I tunds
(including the MassMutual Premier ard Seled mulual funds) and bank colleclive trust funds. MassMutual acknowledges its status
as an invest nent advisor regislered under the lnvestment Advisers Acl ot '1940 wittr respect to the plan to ttle extent that it manages
the Premier and Setect mutual tunds oflered under the registered product in accordance with lhe stated investment objeclives of
such mutualfunds.
W(h respect to the group annuity contract, MassMutual's affliate, Eabson Capilal Management, LLC ("Babson) acknowiedges it s
slatus as an investment advisor registered under the lnvestrnent Advisers Act of 1940 t4ith respect to the plan to the extent that it
manages the secu.ities of a portfolio SIA holdirE plan assets in accordance with tl|e stated investrnert objeslives of such SIA . vvith
respecl to the registered product, MassMutual's affliates. Babson, Baring lr{emational lnvesttnenl Limiled CBarir€).
OppenheimerFurds, lrrc. ("OFl) or OFI lristitutional Asset Management. lnc. (lOFl lnst) acknor/iedge their status as investrnen t
advisors registered under the lnvestnent Advise6 Act of 1940 with respecl to the plan to lhe extent that lhey manage the securities
of the mutual funds in which the plan invests in accordance with the stated investrnent objectives of such mutual funds.
The Plan Sponsor acknowledges and agrees that all information about the lnvestment Options (including performance data), all
participant enrollment and education information. and similar materials. are provided to the Plan Sponsor and participants to enable
lhern to independently assess ltEir options and make investment decisions in conneclion \4ith the Plan. MassMutual is nol
authorized and will not make recommendations that the Plan Sponsor or a panicipant may rely on as a primary basis for invest ment
decisions- ln making the investments unde. ou. products available, MassMutual is nol ading as a fiduciary to the Plan. Th€ Plan
Sponso. or its delegate is responsible for selecting the investment options that are available under the Plan-
7.3 lndsmnificatlon: MassMutual agrees to indemnify and to defend the Plan with respect to any loss or liability including
reasonable legal expenses ("lndemnifed Costs) arising from a claim or legal action asse.ted against the Plan or Plan Sponso r
based upon the gross negligence or willtul misconduct of MassMutual in performing its duties under this Agreement. To the edent
permitted by appticable taw, the tiability of MassMutual under this section is limited to tr.,,o times the compensation paid to
MassMutual under this Agreement in lhe year lhe acl or ornission giMng rise to the liability occuned. ln its tum, the Plan Sponsor
agrees that it, and to the extent permitted by law the Plan, shall irdemniry and detend MassMutual and its agents with respec t lo
any lndemnified Costs adsing from a claim or legal action asse rted against MassMutual or its agents in performing its duties under
this Agreement, except to the extenl such lndemnified Costs are the result of the gross hegligence or willtul misconduct ot
MassMutual- A pariy ("the indemnified party') will lose its right to seek indemnilication and defense under this section regarding a
particular claim or action unless it notifies the other party within thirty (30) business days afrer the indemnified party be comes aware
of such claim or action.
7-1 lntormal Resolution: lfa disptie conceming the pertomance of duties under this Agreement should arise betv/een the
PIan Sponsor and the Plan, on the one hand, and MassMutual on the other, bolh parties agree that every effort will be made to
reach an intomal resoluti on of the matter that is tair and equilable to both parties.
5
Contracl No 62146-0001-0000
3t8t2016 Contracl No. 62146-0001-0000
7.5 Limitatloilr itigatlon of Oamaggs: The right to indemnifcation for a loss or liability, or to a payment or an award in
mediation or arbitration bettleen MassMutual and the Plan, and the Plan Sponsor or its agents, is limited to damages arising directly
frorn a breach of this Agreement. The right to damages under this Agreement does not extend to punitive, consequential, incjd ental,
indirect or special damages. Both padies have a duty to mitigate damages.
8. GENERAL PROVISIONS
8.t Soverability and Vatidity Agroqmgnt lfthe parlies determine that a provision of this Agreement is open to more than
one interpretation, the provision must be interpreted in a manner consistent with a pplicable law. The finding of a court of law or
other legal body that a provision ot this Agreement is unenforceable in a jurisdiction. does not affec{ the validity of the r emaining
provisions of ltle Agreemer[ and the provision will continue to be enforce d in all other jurisdictjons. Vvhere a provision of the
Agreement is found to be unenforceable, MassMutual and the Plan Sponsor agree lo substitute new language in the place of such
provision that, as closely as possible. ref,ects the provision's original intent and economic impact. The failure of either MassMutual
or the Plan Sponsor to enforce a provision of this Agreement does not conslitule a ,.taiver of the provision and does not afiec t the
validity of this Agreement.
a.2 Acslgnmgng Either party may assign lhis Agreement by providirE at least one hundred and eighty (180) d ays written
notice to the olher.
8.3 Force Majgure: The performance of the respective duties ot MassMutual and the Plan Sponsor under this Agreement
are excused for any period of time du.ing which performance is impossible due to events beyond tlle control of either party. This
includes, but is not limited to, ioods, fire. earthquakes and other natural disasters: po'r/er outages; the malfunction of com municatim
facilities: and the closing of stock excharEes.
8.,t Third Parti€s: This Agreement does not impose duties upon or create .ights in any person or entity except MassMutual
and the Plan Sponsor.
8.5 Elqctronic Signatu,ss: The parties agree that the execdion of necessary documents or where app.oval of the Plan
Sponsor or a participant is required, this can be acco.nplished in an eleclronic format
E.6 Writton Notice3: Witten notices required under lhis Agreement must be delivered by a nationally recognized ovemight
couder seNice (costs prepaid) to MassMutual; Attention: Executive Vice President fo. Retirement Services, 1295 State Street,
Springfield, Massachusetts 01111; and to the Plan Sponsor Attention: the person designated as the Plan's primary conlac t al the
most recent address on record with MassMutual. The dale ot a written notice is the date it is received by the recjpient. Wr itten
notices may be sent by other means. including facsimile or e fldl lr/ith confmation ol fansmission if lhis is accep table to the party
receMng the notice. The person d,esignated to receive notace may be changed by proMding notice to the other party.
8.7 Plan Sponsor Representation3: The Plan Sponsor acknolvledges that il is the plan fiduciary responsible for the
selection of and monitoring of service providers a.d investment options for the Plan, and represents that (i) it is a fduci ary wilhin
the meaning of relevant law. with respecl to the Plan; (ii) il is independent in all .espects of MassMutual and all aftiliates of
MassMutual: and (iii) it has not relied on any advice or recommendation of MassMutual or any affliates of MassMutual as a ba sis io
enter into this Agreement or with respct to th€ seleclion of the lnvestment Optior6 ofiered to participants unde r the Plan.
E.8 Govorning Law: The validity and inlerpretation of this Agreement and the rights and duties of the patties are govemed
by the laws of the State of Califomia without applying the principles of conflict of la,,/'/s.
8,3 Vsnuo and Ju.bdiction: ln the event of litigation, MassMulual and the Plan Sponsor consent to the venue in and to the
exclusive ju.isdiction of the courts of the State of Califomia , including the Federal District Court for Califomia .
E.lO P,ovislons Survlvg Ag,eement The provisions of Sections 6, 7 and 8 of this Agreemenl will survive and continue lo
govem the rights ofall parties in the event of the lermination ofthis Agreement.
8.11 Partlcipant Deffned: A participant is arry person with an individual account in the Plan which includes benefciarjes and
altemate payees under qualifed domeslic .elations orde6.
8.12 Hoadings: The headings in this Agreement are for reference only and are not intended to afiect the interpretation of its
language.
8.13 Plan Sponsor Acknowlodgoment The Plan Sponsor acknorrledges and agrees that it rec€ived frorn MassMutual,
beloae ihe execution of this Agreement, sufncient inlomation to make an infomed decision as to tltEther lhe aggregate of th e direcl
and indirect compensation rec€ived by MassMutual in conneclion with the SeMces constitutes rcasonable compensation.
8.1,t Thlrd Party tnv€stment Guidance and Advlce Servicss: MassMutual may make available to the Plan investment
advice and related seMces from thi.d parties ("Advice Providers"). Such services may include. but are not limiled to, assisting the
Plan Sponsor txith investment selection and monitoring and assisling Plan participants vrith investrnent selection and assel
alocation (collectively, "Advice Services-). By making Advice Services available to the Plan, MassMutual is not soliciting on behaf
of any Advice Provider or endorsing or recommending any Advice Provider or any investment advice thai any Advic€ Provider may
render. The Ptan Sponsor is solely responsible lor determining whether to utilize Advice Services and to otrer Advic€ Services to
Plan participants and acknowledges that it has the option of declining or discontinuing Advice Services at any time. MassMutual
may charge a fee, as otherwise specjfed in this Agreement. for administering any Advice Services elected by the Plan Sponsor. The
6
3t8t2016 Contract No. 62146-0001-0000
Plan Sponsor ag.ees that in no eveni will MassMutual be deemed to be a fiduciary to the Plan or participants as a result of m aking
Advice Services available. The Plan Sponsor agrees that investrnent advice rendered to the Plan by an Advic€ Provider may be
timited to investment options available from MassMutual and that investment advice rendered to participants by any Advic€ Pro vider
may be limited to the investment options the Plan Sponsor or other Plan fiduciary elects to make available in the Plan. The Sponsor
agrees to hold harmless and indemniry Masstvtutual for any costs or damages resulting from the provision of Advice Services to the
Plan or Plan participa.rts.
8.15 Entire Agreement: The Agreement, together with the Exhibits below, represents the entire understanding between
MassMutual and the Plan Sponsor regarding the provision ol the Services to the Plan. There are no understandings, coven ants, or
warranties with respect to the Services beyond those explicitly described in this Agreement and the Exhibils. The execution o f this
Agreement revokes any existing agreement with respect to the Services betr€en the parties. The Plan Sponsor agrees to the
following Exhibits to this Agreement:
Exhibits
Exhibit A - Administrative Servic€s
Exhibit B - Plan Conversion Services
Exhibit C - Plan lnvestrnents
Exhibit D - Fees
Exhibit E -Compensation Paid By MassMutual
Exhibit F - MassMutual's Float Policy
Exhibit G - Plan Administrative Expense Reimbursement
Exhibit H - Approval SeNices
Exhibit I - NotApplicable
Exhibit J - NotApplicable
ExhibitK-FeeRoadmap
7
318t2016 contract No. 62146-0001-0000
The Plan Sponsor certifies that it has the polter and authority to enter into this Agreemenl. The person signing below as lhe Plan
Sponso/s representative warrants, as an individual, lhal he or she is the Plan Sponso/s representative authorized to sign t his
Agreement and that his or her signaturc is genuine.
SIGI{ATURES
ln Witn6! Whereof MassMutual and trle Plan Sponsor have caused this Agreemeflt to be executed by their duly appointed
ofEcer o. representati\re efiedive as of lhe date execrned by both parties.
For Massachusetts Mutual Lite lrEurance Company
Yry%.4
Micheel R. McKenzie. Senior Vice President
Legal Name of Plan SporEor: glulll.lBg4lg3M
Contract Number:62146-0001-0000
For lhe Plan Sponsor:
Signature
Printed Name and Title
March 8.2016
Date
Date
8
3/8/2016 Exhibil A Conkact No. 62146-0001-0000
EXHIBIT A: ADMINISTRATIVE SERVICES
REcordkeeoinq Services
Plan TrarEitioo Services> CommunicationAssistancert' Crcates Sarbanes Orley notice for participants+ Sample board resolutjons* Sample notifcalion to existing vendo6> Dedicated Transition Manager and/or Conversion Team,i Manages all phas6 ol conversion serytces* Establish6 responsibilities (includitE those ot your cuneot recodkeeper)* Sels target dat6> Paiicipant Balance lritiation* Review test files, if applicables Completes plan reconciliation before establishing pa.licipant balanc6 on MassMutual's record keeping system.:' Provides lransition statemenb for padicipants> Payroll lnitiation..i WorlG with payroll d€paftnent or verdo. to estauish the v,oftfori, to. sub.ninirE coolrihtiorE eledronically> Plan Docrment Se.vices* Plan d6ign assistance and corEuhative services..1 Restatement of plan document to MassMutual's volume subrnitte. document> SeMce lnitiationn lntroduclion lo ongoing service team+ Eligibility caloiation. ernployee infu.matioo feed requited+ Ararles for enrollment o. in!€slrneot educalioo nre€lings, minimun number of erndoyees may be required
OrEdrE Mministration> Adornated SeMces* Elec{ronic enrolhent with eligibility calculalion+ Salary Contribution CharEes+ Loan amounts will be sent direciry to pa,ticipant..r AutornatedTerminations.? Hardship withdravial s[Epension monitodng.:. Feedback data> Distribution P.ocessing and Reporting (Lump sums, inslallments, in-seMce witMrawals, partial distributions ard
annuities)> Loan Processing and ModelirE* Paperless loan modelirE ard processirE,, Loan refinancirE is not permifed6 Detinquent, pending default suspension, ard default nolices provided direc{y to parlicipant ho.nes
> MassMulual Retiresman* Services.:. Auiomatic asset allocation* Autornatic periodic rebalancing> Payroll Processing & Account Maintenance* Sefi{ire.ted brokerage accoutt* Regular 6le feed sub.nission, includirE contribdior6> Qualifed Domestic Relations Orde. (TQDRO) Processiry and Reporting> Required Minimum Oistribution Processing - Pay distributions to padicipants and benefciaries in accordance with lntemal
Revenue code minimum distribution provisions.> 457(eX15) Applicable Limit Testiqg> Altocation of Revenue Shadng Pay.neots - A Participarn's accqJnt int/ested in a mutual fund vrt ch makes revenue
sharirE payments to MassMutual will recei\/e a morti y allocation that wil I be invested in such mutual fund.
Plan Decooversion Services> Conkact liquidalion and asset transfer> Data transfer> Plan terminatons - consultng assistance and padicipanl distribution service
Particioant Services
Ongoing Administration Services> DistributionEducationAssistance* Customized distribulion kits for participants who are retiring or terminating
> Enrollme,{ SeNicesr, Enrollmenuinvestrnet material
> Participant lnformatioa Center (PlC) Access - Cuslomer seMce proEssionals to ansr.ler participant tebphone calls
> Participant Relirerner Planning Website Access; including Online Transaction Capabililies (2411365)
> Touchtone Telephone Service (2411365)
Communication & Education Services> Educaliooal Material and Servic€s Access
3t8t2016 Exhibit A Contract No. 62146-0001-0000
.:. lnteractive participant planning $ebsite with planning tools
* Participant statemenls delivered quarterly or annually
* 404(a) Participant Fee Disclosure provided on !,rebsite
> Education Meetings.:- On-site / online enrollment, minimum 20 employees per meeting (afler transilion, additional charges may apply)
> MassMutual ReiiresmartsM Ready Tool - simple way to calculate and implement savings rates and asset allocation
st.ategies> Social Media - interactive version of our participant lr,ebsite
> Third-party lnvestrnent Advice - Online Participant Managed Account SeMces
> Third-party lnvestment Guidance
Plan Soonsor Services
Ongoing Administration Services I> Dedicated SeNice Team> lnvestment Consulting - periodic portfolio review and analysis
> Loan Moniloring Reports provided via the Plan Sponsor website
> Payroll Remittal Support - Debit ACH is accepled> Termination/RetirementNotificationServices> Third-party QDRO Review SeNices
> Vesting Calculation Service> Vesting Reporting to Participants
Communication & Education SeNic€s> Education Calendar
> Plan Sponsor Ne'/6letter> Plan Sponsor Website access that includes access to participant accounts (241665)
> Plansmartsu Analysis to measure and analyze plan effectiveness
MassMulual Advisory Services$> Fiduciary Planning Guide - available on lhe sponsor lvebsite
> Plan Administrato/s Guide -available on the Plan Sponso. Website
> Plan Document SeNices.:. Amendments and restatements as requhed (additionalfees may apply)
> Projection lllustratiom - plan design illustrations as applicable
> Third-Party Statement on Standards lor Attestation Engagements No. 16 (SSAE 16)
> Third-partyTrustee/CustodialServices> v\,/hite Papers & Technical Guidance
lnvestment Services
Ongoing Administ.ation Services> Additional lnvestment Options - access lo over 2800 additional lnvestment Options
> Custom Choice Strategies" - uses the exisling lnvestment Options to create target retirement date and lifestyle model
portfolios
> Flash Reports - lntra{uarter updates relating to performance and cunent issues affecting investments
/ lnvestrnent Updales Nolices of any changes relaling to the inveslment options
> MassMrrtual Smart ArchitecturesM lnveslrnent Program (Smart Architecture) - Wide range of asset classes and styles,
multiple managers, instilutional and .etail investment options and \4atch list due diligenc€
> Methodology Reports - rationale for the addition of new inveslfient managers
> Qualitative and Ouantitaiive Standard Reporting* Daily performance updates - daily prices, year-tojate,12-month performance, and percent change trom previous
day* Monthly performance summaries - calendar and average annual retums as of the most recent month -end.:' Quartedy investment Webex - overview of lhe economy, maftets and investment-related events
* lnveslment Profiles - quantitative and qualitalive information for each investrrent option.:. Peer Analysis Reports - peaformance summary of all the investnent options versus their peers and other relevanl
benchmarks.! Market Commentary - quantitative and qualitative review oI the economy, markets and investment options
n Due Diligence Reports - detailed quantitative and qualitative report discussing the perfo rmance of each sub advised
investment opljon in consideration of economic and individual manager data
> Vvhite Papers - primary research studies developed by the MassMutual lnvestment Group
> watch List Updates
Perf ormance Slandards/Guarant€es'
9.1. Transition Services (period fro.n formal approvalto fund transition)
A. Pre-Transition Services Standard: Assure attendance at finalist meetings
representatives who will provide direct transition and ongoing services.
'Non-Standard Language
3t812016 Exhibil A Contract No. 62146-0001-0000
Date: Finalist Meeting
Guarantee: N/A
B. Standad: Answer phone calls from employer contact designee within 24 hours gld
propose method of measuring standard.
Date: Transition Period.
Guarantee: $100 per incident for failure to relurn phone calls from employer contact
desiqnee within 24 hours
C. Standard: Provide draft, customized contract (incorporating agreed-upon, proposed
services).
Date: 30 Days after formal approval by City
Guarantee: $1,000.
D. Standard: Respond, in writing with a copy to the employer, to phone or in-person
complaints within 5 business days.
Date: Transition Period.
Guarantee: $'100 per incident of failure to respond to gotrp!e!!!lq!!! 9pgg g
E. Standard: Comply with Sarbanes-Oxley Act requirements regarding notitication of
blackout period.
Date: Transition period.
Guarantee: $'1,000 plus the equivalent of any penalties that would be assessed
F. Standard: Finalize and publish performance standards and guarantees.
Date: Provide final copy to employer within 30 days of being selected by employer
Guarantee: $500
G. Standard: Provided agreed upon training to employees and retirees within
transition period.
Date: Transition period
Guarantee: $1,000
92. Traniltioo exit (period l om notification ot non-renslf,al to tund tra nsition)
A. Standard: Upon termination, provide: 1) last four quarters of transaction reports, 2)
current account balances, 3) past 12 months distribution and deferral information and
4) loan or other outstanding paymenl amounts.
Date: Within 30 business days after termination, provide report on secured disk, tape
or internet.
Guarantee: $1,000 for initial failure to provide and $500 per day thereafler
B. Standard: Upon termination, provide information as described in Section 8 on disk,
tape or internet.
Date: Within 30 days of request.
Guarantee: $1,000 on failure to pro vide information within timeframe
C. Standard: Upon termination, any solicitation and/or sale of any product to plan
participants will be strictly prohibited
Date: Upon notice of termination
Guarantee: $5,000 r occurrence
9.3 Servicss
A. Standard: MassMutual's aggregate call center statistics) - Telephone calls to
service center(s) will be answered within 30 seconds 800/0 ofthe time.
Date: Transition Period.
Date: Quarterly summary / review due before the end of the month follovving the
quarter.
Guarantee: $'1,000 per yea r for failure to meet annual, calendar year average.
B. Standard: Participant statements will be mailed within 15 business days after quarter-end
D. Standard: Process inveslment fund transfers, contri bution reconciliation and
posting within one business day 3!g propose method of measuring standard
Date: Annual re rt due 31 after each '12 month riod from fund lransition
Date: Quarterly.
Guarantee: S5 per participant per quarter for each statement postmarked afte l0 business days
3t8t2016 Exhibil A Conkact No. 62146-0001-0000
Guarantee: Maximum $1 ,000 for failure to meet agreed-upon standard
E. Standard: Process hardship distributions, rollover requests, in-service distributions,
retiree distribution requests within 5 working days of acceptable documentation ald
propose method of measuring standard.
Date: Annual summary of performance by provider.
Guarantee: $1,000 annually for failure to meet standard in 90% of actions.
F. Standard: Review plan documenls for legal, legislative compliance, identify policy
issues between employer and provider and summarize, in writing, any recommended
changes to docirments.
Date: Within 180 days of fund transition and annually thereafter.
Guarantee: $500 for failure to provide each written summary.
G. Standard: Review investment policy and summarize, in Miting, any recommended
changes.
Date: Annually at lhe quarterly meeting prior to the fund evaluation results.
Guarantee: $500 for failure to provide review / summary within specilied limeframe.
H. Standard: Review education policy and summarize, in w ting, any recommended
changes.
Date: Annually at the quarterly meeting prior to the year end.
Guarantee: $500 for failure to provide review / summary within specified timeframe.
l. Standard: Provide written proposal of services and drafl plan for ongoing Participant
communication utilizing internet educational resources (e.9. intemet ot computer
based training).
Date: Within 180 days of fund transition.
Guarantee: $500 for failure to provide proposal within tim eframe
9.,1 Reports
A. Standard: Provide written summary of Quarterly Reports (as described in Section
6.2) to employer.
Date: Mailed within 30 days of quarter-end.
Guarantee: $500 per failure to provide by specifled date
B, Standard: Provide written draft proposal for recommended reports that will be
available to employer online (internet) including proposed access protocols.
Oate: Within 90 days of fund transition.
Guarantee: $500 for failure to provide written draft proposal Ulllljlrecified time.
C. Standard: Provide written Plan / Participant Enhancement Services (as described
in Section 6.5) to employer.
Oate: Annual Summary at time of lnvestment Review.
Guarantee: $1,000 per month for failure to provide writter[qpgIlry!!rylJpeg44lllqg-
D. Standard: Conduct training of employer-designated personnel on access to online
reports and use of reporting capability.
Date: Within 120 days of fund transition
Guarantee: $500 for failure to provide training within spegllqllle
9.5. S0rveys
A. Standard: Draft survev.
Date: Draft due by end of 4h month after implementation
Guarantee: $500 if failure to provide drafl survey.
B. Standard: Distribute survey to all plan participants.
Date: Distribution by end of 6rh month after implementation.
Guarantee: $500 if failure to mail 30 days from date of final agreed upon survey
content.
C. Standard: Analfze survey results, provide executive summary and recommended
actions.
Date: Complete by end of 86 month after implementation.
Guarantee: $1,000 if Executive Summary and
provided within timeframe.
Recommended Actions are not
3t812016 Exhibit A Contracl No. 62'146-0001-0000
D. Standard: ln the event that the survey results are considered by the City to be
below standard, repeat lhe satisfaction survey at 6 month inlervals until adequate
satisfaction is reported.
Date: At 6 month intervals if necessary
Guarantee: $1,000 if Executive Summary and Recommended Actions are not
provided within timeframe
E. Standard: Repeat survey process steps described above for surveys at 24, 36 and
48 months after implementation.
Date: Executive Summary and Recommended Actions due by end of 266, 38rh and
50h month afler implementation.
Guarantee: $1,000 for failure to provide Executive Summary and Recommended
Actions by 26m, 38h and 50h month.
Guarantee: $1,000 for any survey results that fail to meet Satisfactory or Above
F. Standard: Survey results will average Satisfactory or Above and will be
incorporated into Executive Summary and Recommended Actions document.
Date: Due by 8h,26h, 38s and 50D monlh after implementation
9.6. Educational Sewices
A. Standard: Provide training to all decision-makers and administrative staff on 404(c)
requirements.
Date: 90 days after fund transition
Guarantee: $5OO for failure to provide on-!!lqqq! Dglry!!!!ql!4 eframe
B. Standard: Propose and schedule first year on-site training sessions and content of
training for decision-makers and administrative personnel.
Oate: Proposal within 90 days after fund transition and educational programs quarterly
thereafter.
Guarantee: $500 for failure to provide proposed training and $500 for failure to provide
four training sessions in any year of contract
C. Standard: Develop and schedule new decision-maker training for employer
identitied new Committee members or administrative staff.
Date: Provide half-day on-site training for identified new personnel within 30 days of
notification by City.
Guarantee: $500 for failure to provide training within sp ecified timeframe
D. Standard: After implementation, provide mutually agreeable number of educational
seminars annually to participants.
Oate: Within 90 days after fund transition.
Guarantee: $1,000 for failure to provide agreed-upon number of onsite group
semtnars
E. Standard: After implementation, provide newsletters to plan participants regarding
plan benefits / issues.
Date: Quarterly.
Guarantee: Annual $500 penalty for failure to provider quarterly newg!9!!919
F. Standard: Provide representative on site for mutually agreeable number of days per
month to meet with plan participants.
Date: No later than 20 days after transition.
Guarantee: $1,000 per year if agree+upon number of days is not provided for 3 or
more months.
G. Standard: Provide draft PowerPoint and / or other communication materia I for
transition specifically proposed for group meetings separated for employees / retirees.
Date: 30 Oays after formal approval-
Guarantee: $500 for initial failure to provide within 30 days after formal approval and
$500 per day thereafter
9.8. Miscelleneous Perfolmanc6 Standards, Gualantees
A. Standard: Provide web site copy listing flnal agreed-upon Pe rformance Standards /
Guarantees
A,5
Date: lmplementation Date and 30 days after any mutually agreed-upon revisions
Guarantee: $500 for each failure to provide web-ready document to employer.
B. Standard: Provide agreed upon number of wdtten copies of final agreed-upon
Performance Standards / Guarantees to employer for distribution.
Date: lmplementation Date and 30 days after any mutually agreed-upon revisions.
Guarantee: $500 for each failure to provide specified number of copies of final agreed-
upon Performance Standards / Guarantees.
c. Standard: Provide annual written summary report of all Performance Standards /
Guarantees categories and present the results to the Committee. Post the report as a
web document for communication to plan participants.
Date: 30 days after annual anniversary of implementation.
Guarantee: $1,000 for failure to provide web-ready document within specified
timeframe.
D. Standard: lnclude in the annual report above any modilications / enhancements to
Performance Standards / Guarantees.
Date: 30 days after annual anniversary of implementation.
Guarantee: $1 ,000 for failure to provide written recommendations
E. Standard: Encrypt all laptops and remote computers carrying City participant
information and provide written quarterly reports on any compromise of data that
occurs.
Date: lmmediate notification of any data compromise (within 24 hours of provider
knowledge of compromise) and quarterly written reports.
Guarantee: $100 for each participant information compromised and/or $1,000 for each
quarter in which report not provided.
318t2016 Exhibit B Contract No. 62146-000f -0000
B-1
3t8t2016 Exhibil B Contract No. 62146-0001-0000
EXHIBIT B: PLAN CONVERSION SERVICES
ilapping of Plan Asssts: The Plan Sponsor directs MassMulual to map assets transfered fro.n the Plan's existing investnent
strudurc to MassMutual's investment struclure in accordance with the mapping described below. MassMutualwill accepl transfened
assets Irom the prior recordkeeper on or afler lhe efiectve date of this Agreement and afier the execution of all required d ocuments
including this Agreement, the group annuity contract . and the trust document.
Currgnt lnveslment Structuae Massilutual lnvsstment Structurq
Ard D6slqnatlon
Fixed Account SAGIC Core Bond(SAGIC Core Bond)
lnvqstrnont at the Plan Lsvel. Assets will be invested at the plan level upon receipt by MassMutual of both the transfened assets
and the plan records showing the balance fo. each existjng investment and the tolal amount transfe.red to MassMutual in good
order. The transfened assets will be invested in acco.danc e with the following:
The transfened assets a.d the plan records shor.ring the balance for each existing invest nent and the tolal amount t ansfened
to MassMutual mtrst be received in good order prior to the close of lhe New York Stock Exchange (usually 4:0 0 pm Eastem
Time), to ensure that such lranslened assets are invested in accordance with the Mapping of Plan Assets desctibed above and
valued as ofthat business day.
lfihe lransfened assets are received in good order prior to the close of the New Yo rk Stock Exchange, but the plan rec.rds
showing the balance for each existing investrnent and the total amount translened to MassMutual are not received in good
order until afler the close of the New Yort Stock Exchange on that same day, MassMutua! will ma ke a reasonable efort to
invest the transfened assets in accordance u/ilh the Mapping of Plan Assets as ot that business day. Hor{ever. if MassMutual
is unabte to invest the traNfened assets in accordan@ with the Mapping ol Plan Assets on day ot receip I, the trarsfened
assets will be invested in accordance with the Mapping of Plan Assets on the next business day immediately following the day
of receipt. ln the interim, the transfened assets will be invested in the Plan Default Invest nent Option.
lf the transferred assets are not received in good order until afrer the close ol the New York Stock Exchange, the transfered
assets wiI be invested in the Plan Default lnvesfnent Option as ot tlte .Ext business day and will not be invested in
accordance with the Mapping oI Plan Assels until the business day all required intormation necessary to invest the transferred
assets is received as descjibed above.
Allocatlon of Assqts at Participant Lqvel: Betore assets can be allocated at the panicipant lev el, MassMutual musl receive in an
electronic Iormat, and in good order, hom the prior recordkeeper, indicative participant data and investment elections in v/h ole
percentages. The allocation of investments at the participant level will generally be accomp lished within fve business days after the
receipt by MassMutual oflhe electronic indicative participant data and investrnent elections in good order.
tnv9stmsnt of Future Conlributions: Paiicipanls will not complete enrollment forms as fiiture contributions will be invested
according to the existing electons provided by the prior .ecordkeeper. Any assets subjecl to Plan Sponsor selection rights as
elected in Exhibit C witl be allocated to lhe investrnent option(s) selected by the Plan Sponsor in th€ percentages selected by the
Plan Sponsor.
Retianco on tnformatlon: During the proc€ss of converting the Plan to MassMutual's systems, MassMulual must rely upon
information provided by the prior recordkeeper, including lhe summariz ing and reconciling of account balances with plan assets, and
reports of plan activity as requked by MassMutual. MassMutual is not responsible for any expense or loss lhat arises fom
inacorate or incomplete records provided by the prior recordkeeper.
Existlng iratters: The Plan Sponsor warrants that it has notified MassMulual of existing matters regarding the Plan of a malerial
nature including, but not limited to, recent or pending plan examinations crnducted by the lntemal Revenue SeNice or legal claims
asserted against the Plan or the Plan Sponsor by a participant or other party. MassMutual has no responsibility for pending claims
or losses in existence on the date this Agreement is executed.
s-2
3t8t2016 Exhibit C contracl No. 621,16{001-0000
EXHIBIT C: PLAN INVESTMENTS
Plan lnvestrnent Options: The Plan Sponsor has selecled the follo/ring lnwstment OptiorE:
Fund or othe,lnvestment Account and Desionation Ticker Cusip Plan Delault lnvestment Option'
SAGIC Core Bond (SAGIC Core Bond)N/A 983YKW906 tr
PremEr Money Market Fd (Babson) (MF-G)MKSXX tz
Fund Line Up -To be Determined
Jhis is lhe Plan Default lnvestrnent Option and is not available as a part icipant investrnent option.
Trustoed Fixed lnterest Option: The Separate Account Guaranteed lnterest Contracl (or SAGIC), Guaranteed lnterest Account
(o. GIA). and Capital Preservation Account inveslrnent options (each a "Fixed lnlerest Option") are oflered through a MassMutual
group annuity contract (the "Contract'). To the extent a Fixed lnterest Option is held in a unitized trust as part of MassMu tual's
registered product, then all deposits to, or witMrawds frorn, the Fixed lnterest Option are f irst processed through the plan's trust as
of the close of the Business Day on wfiich th€ transacton is requested (lhe "Trade Date") and are simullaneously refiected in
particjpants' accounts. Ttle conGponding deposil to. or u/ithdrawal from, the Fixed lnt erest Option Contract, holvever, does not
occu. until the close of bGiness on the frst busirEss day following the Trade Dale (Trade Date +1). As a result. wfEn th ere is a
net deposit. participants' accounts are qedited with units in the Fixed lnlerest Option trust on Trade Date but cash is held in the trust
until the end of Trade Dale +1 and, lherefore, the trust does not eam the Fixed lnterest Option contractual credited rate Io r that one
day. Because the trust does not begin to receive eamings bas ed on the credited rate trorn the Fixed lnterest Option Contract until
the end of Trade Date i1, during Trade Date +1 the interest rate received by participants invested in the t.ust is less lhan the Fixed
lnterest Option contraclual credited rate. Converse ly, v/tEn there is a net withdravJal ftom the Fixed lnterest Option, the accounts ol
participants are reduced by the amount of the witMrar,/ral al the end of the Trade Date but there is a one day delay in the wit hdrawal
Irorn the Fixed tnterest Option Contracl. This means lhe fust re@ives an e)dra day ot eamings at the Fixed lnterest Option
contractual credited rate, calrsirE the interest rate received by participants invested in the trusl on Trade Date + 1 to be h igher than
lhe credited rate under the Fixed lnterest Option Contract.
Particlpant Oetault lnvGtmont Option: lf MassMutual isn't otherwise provided with investment direction with respect to a
participant's ac{ount, either ftom the Plan Sponsor or the participant, the Plan Sponsor directs MassMut ual to invest all amounts
contributed on the participant's behaf, in the target date series. The Plan Sponsor directs MassMdual lo invest participan ls'
contributions based on the participant dates ot birth according to the recommended date ranges provid ed to MassMutual lrorn time
to time by the turd manager.
Contdbutions will be invested in the SAGIC Core Bond(SAGIC Core Bond) investment if MassMrrtual is not provided with the
participant's date of birth prior to initial investment.
Plan Detault lnvestment Optlon: MassMutual u/ill allocate contributions to participants' accounts according to allocation
instructions received in good order from th€ Plan Sponsor. Unallocated contribulions will be invested in the Plaris Oefaull
lnvestment Option fiom the date the contdbution is received until lhe clnt.ibution 6 allocated.
Unallocated Suspense Account Any Plan assets to be held in an unallocated susfiense account under the Plan, including but not
limited to forfeitures, will be invested in the SAGIC Core Bond(SAGIC Core Bond) designated by the Plan Sponsor.
lnvestmont Oirection
MassMutual will maintain a distinct Accounl for each participant to reflect lhe participant's entire interest under the Plan. The
participant's Account will be co.nposed ol distincl sub-Accounls if different forms of contribdions have been made by or for a
participant in accordance with the terms ol the Plan. Other sub-Accounls may also be established as the Plan Sponsor deems
necessary tor the proper administratjo n of the Plan. Ercept to the extent elected otherwise below, each participant is responsible for
directing the investrnent of their Account and the same invesknent direction will apply to all the sub -Accounts that make up the
participant's Account.
O Notwithstanding the above, the Plan Sponsor or their designee is responsible for providing investment di.ection with
respect to the following sub-Account(s) (the participants will be responsible tor directing the investrnenl of any sub -
Accounts not selecled below.):
O Allsub-AccountsO Salary Deferral (including Rolh Defenals)O Match (including OMAC and Safe Harbor Matching Contdbutions)
t5?6rrEro,
3tat2016 Exhibit C Contract No. 62146-0001-0000
Employer Non-Eledive (including QNEC and Safe Harbor Non-Elective Contributions)
All Employee Co tibutions
All Employer Co.{ributions
Rollover
Afler-Tax
Not\,vithstarding the above, a padicipant may provide separate inveslment direction wilh respecl to the follotving sub -
Account(s):
Salary Defenal (indudirE Roth Defenals)
Match (includir€ QMAC ard Safe Haftor Matching Contdbdions)
Employer Non-Eledive (inclrjdirE ONEC and Safe Harbor Non -El€dive Conlributions)
All Employee ContrihniorB
All Employer Contributiois
Rollover
Afler-Tax
SIA Commodlty Pool O!€rator Noticq: MassMutual has claimed an exclusion from the defnition of the term "Commodity Pool
Ope.atod under the Commodily Exchange Ac1 (the "CEA") with respect to all of its Separate lnvestrnent Accounts ("SlAs') and,
therefore. with respect to such SlAs is not subjeci to registration or regulation as a Co.nmodity Pool Operator under the CEA
l{ass utuat's Role: MassMutual has no discretion with rega.d to the seleclion or monitoring of the Plan s lnvestment OptiorE.
MassMutual's role is limited to carrying out lhe investment instructions ot lhe Plan Sponsor and participants. MassMutual. or its
affliates, may serve as the investrnent manager to registered investment companies or other investment vehicles ofieaed as
investment options under the Plan. However, MassMutual does not act as an investrnent advisor to the Plan. From time to time,
MassMutual may provide infomational materials regarding the Plan's investment options to the Plan Sponsor or to panicipants
Such material is informational or educational in nature a nd does not constitute investment advic€.
o
tr
tr
tr
o
D
tr
D
tr
tr
tr
tr
c-2
3t8t2016 Exhibit D Contract No. 62146'0001-O0O0
EXHIBIT D: FEES
Except as otheMise provided in the Agreement, expenses will be determined and deducted monthly as of a date determined by
MassMutual.
The target Net Annual Recordkeeping Revenue to be received by MassMutual to provide administration, Recordkeeping,
par{cipant communication and Education and provide the required revenue sharing back to the Plan Sponsor equals .21% (2'l bas is
points). This amounl consists of MassMutual rcquired revenue equal t0.08% (8 bps) a.d 0.13% (13 bps) attributable to
reimbuEernent credits to be made available to the Plan SporBor through the Plan E$ense Reimbursement Account (PERA). This
number may vary trom yea.lo year based on the Califomia CPI .
Annual Asset Chargs: An asset charge at an efGctive annual rate of .21% will b€ applied to all assets of the Plan as described in
Exhibit C Plan lnvestrnents. provided that no charge will be applied to assets, if any, invested in a Self-Directed Erokerage Ac@unl,
a Company Stock Account or a third-party component ot a blended stable value investrnent option.
The above charges are paid by the Participant.
Onllno Particlpant lranaged Account Sewic6 (tlAS) trom Enve6tnot Rotirement Solutions, LLC (ERS)
lf you elecl to make online MAS available to participants in your plan. you hereby authorize and direcl us to deduct a 0.50% (50
basis points) annual charge lrom participan t account value as follor6:
Advisory Fee: We deduct and remit to ERS on a monthly basis ERS' advisory fee for MAS at an annual rate equal to 0.20% (20
basis points) of participant account value ftom the accounts of participants \xfio elect MAS; plus
Administrativs Fso: We deducl and retain a monthly basis our fee for administering MAS at an annual rate equal lo 0.300/6 (30
basis points) of participant account value ftom the accounts ol participanls who elect MAS.
The above charges are paid by the Participant
Participant Activity Services:
SeMce Fee Fee Paid By
Mai of Check. if s20 Pariicipant
Reprocessing (adjuslment)$75 per occunence, additional fee may
a
Participant
Loan lnitiation Charge s50'Participant
Refinanced Loan s50 Participant
Residential Loan Charge ss0 Participant
lnstallment Payment Setup Charqe s100 Pa nt
Annuity Payment Seiup Charge $175'Pa nt
' The purchase price of an annuity will include an additional cost not to exceed 2% ot the annuity to cover acquisition costs ard
state premium tax, if applicable.
Special and Optional Charges:
Service Fee Fee Paid 8y
Self-Oirected Brokerage Account s50'Participant
Participant Address Searches $3.00 per address, additionaltees may Plan Sponsor
Contract Liquidation Estimate Charges $125 per eslimale of the liquidation
value of the 'Stable Value Option" in
ex@ss of one estimate per calendar
rnonth
Plan Sponsor
The above seruices a.e provided within this Agreement. Any additional requested services and fees must be agreed upon by the
Sponsor and MassMutual.
Additional SeMce Charges: Fee quoted for servic€s upon requesl
Payroll conversions, dala feeds coneclions
Non-standard data input, eror coreclions, spectal calculations
'Non-Slandard Language D-1
3t8t2016 Erhibit D Conlract No. 62146-0001 -0000
Account adjustfients
Additional contract liquidation services can be found in the Plan Administration Guide
Contribution and allocalion services
Repeated lapse calculation estimates and monitoring
Plan Revie\/s including but not limited to Plan design illustralions
IRS/DOL Conective Proqrams
Participant Notic€s
Erpenses for SDonsor requested mailings
Expons6 Oisclosu,e:
SAGIC Account Credtt:
A SAGIC Credit of .05 basis points has b€en applied lo olhet plan administrative seMces expenses and is reiecled in a reduced
Net Annual Target Revenue fo. Administrative Servic6 on your Cost and Revenue Disclo6ure document. The SAGIC Credit is
attributable to the .evenue enhancement arising f.o.n the selection of the MassMutual SAGIC Core Bond Account ("GlA)
investrnent option for a plan of this size. Mass Mutual Retirement SeNices ("MMRS") reserves the rllht to reduc€ or eliminate lhe
SAGIC Credit il the SAGIC is replac€d by another investrnenl option or if the allocation to the SAGIC falls below 90% of the original
SAGTC allocation. lf the SAGIC Credit is reduced or eliminated, nolwithstanding any other proMsion of lhis Agreement to lhe
contrary, lhe Plan Sponsor agrees that MMRS may impose an additional fee to recover ttie difference.
Managed Account Sgrvlcgs F€e Roductioni You have elected to make MAS available to your plan participants. As a result, t€
have reduc€d our required administralive seMces revenue by 1 basis point based on our assumptiotrs about adminislrative seMce
fee income v,/e may eam fiodr MAS. This redudion is reflecled in a reduced Total Annual Revenue fo. Adminislrative Servic,es
disctosed on your 408(b)(2) Cost and Revenue Disclosure. f MAS is discontinued in the ijture. we reseNe the right to collect an
additional amount to make up the difierence.
D-2
318t2016 Exhibil E
EXHIBIT E: COMPENSATION PAID BY MASSMUTUAL
Contract No. 62146-0001-0000
AgenE Benefits, lf appllcablo: MassMutual insurance agents may also be eligible for cedain cash and non -cash benefils ftom
MassMutual in addition to commissions. Additional cash compensation includes bonuses and allowances based on factors such as
sales, productivity and persislency. Non-cash compensation includes various recognition items such as prizes and awards as lvell
as payment of the cost associated with anendan@ at coriferences, seminars ard tecognition trips. Sales oI this produ cl may help
these agents and their supeMsors qualit for such benefits.
Subcontracdng: MassMrjtual may make payments lo intermediaries under sub-contracting services agreements for cenain plan
administrative services that MassMutual would otherwise provide, such as assistan@ with enrollmenl meetings, or to deliver
maiketing and sales assistance services to MassMutual.
Overddg Patmonts: MassMutual may make ovenide payments to sales and/or servicirE organizations to defray a portion of the
organization'a cost of maintaining its sates and seMcing representatives. Not all sales and seMcing organizations receive ovemd e
parments. lf MassMutual makes a payment. it is typically based on a percentage of the aggregate value of plan assets held in
MjssMutual produds that \ /ere sold, or are serviced, by the organization's reptesematves- The level of these payments to elig ible
organizalions vanes-
SponsoBhip Paymenb: MassMutual rnay make sponsochip payments to intermediaries for, amorE other t hings, training of sales
p6rsonnel, mnfererrce suppod, marketing or other seryices they provide to prcmote awareness of MassMutual's products. Nol a ll
inlermediaries receive marketing suppo( paymenls and the level of these flat dollar payments to interm ediaries varies. The largest
payment to any intermediary dunng the last calendar year was approximately $1,250,000. Also. MassMutual has a variely of
Lningemenfs with intermediaries that are not direcily related to the sale of MassMutual products to yo ur plan. For example,
MassMutual provjdes cash and non-cash berEfts to intemediaries in consideration of their overall efforts selling MassMuluals
products. suih as prizes. awards, gifls, entertainment and charitable contributions. MassMutualmay also rcimburse inlermediaries
ior cerlain expenses, such as the-cost of pro.notional iterns or expenses associated with meetings, conferences, seminars, and
recognition trips- An irdermediary may receive compensation Io. selling other MassMutual products ard Mas sMutual migtt
purciase goods or services from htermedia.ies or their affiliates, such as educational semina6 ard training or pricing serv ices.
irvhen a pirticipant in a retirement plan tunded by a MassMutual product leaves the plan and transfers the padi cjpant's beneficial
interest into a MassMutual-affliated rollover lRA, MassMutual may comperEate the intermediary.
No Addi onal Charges: Any compensation paid under the anangements listed above is paid trom MassMutual's assels and will
not result in any additional direcl charges to you. ll one or more of the above compensaton arangements are provided, such
compensation ahangement may provida an intermediary with a fnancial incenlive to recommend a MassMutual product over olher
avaiiabte p.oducts 'u,tose issJeis do not provide such cornpensation or r,trich provide lo\€r levels of compensation. Your
intermediary can te you wtEther his or her organization has enlered into any such agreements with MassMutual. You may wanl to
take such compensation anangements into account wtlen evaluating any recommendations regarding this MassMutual product.
E-1
3t8t2016 Exhibil F Contract No. 62146{001-0000
EXHIBIT F: MASSMUTUAL RETIREMENT SERVICES FLOAT POLICY
MMRS' procedure tor processirE Ptan contributiorB provides to. prompl investrnent of turds according to contracl obligatiorE.
VWEn a cont.ibution is received in good order before the cut-off time (normally 4;00 p.m. Eastem Tlme) on a Business Day,
contributions are valued at the Net Asset Value ("NAV-) as oI the end of thal Business Day. A contribution is received in lood
ordef when a contribution is accompanied by usable and complete data, and availade funds equal to the total amount shown in the
data. "Brrsiness day" is defned as each b[6iness day that lhe New York Stock Exchar€e is open for business. ltisMMRS'goalto
minimize the generation of Float by hardling transactions as soon as possible in accordance with conlrac{ obligations.
Notwithstanding this policy, amounts held pen ding investment may generate Float.
Ftoat may arise in connection with various deposits such as plan contributioos, loan repayments and expense paymenls
("contributions), inc.luding tunds received by wire or electronic funds transfer CEFf). Float is ge nerally not eamed on conlributions
processed via check, unless the funds are available immediately. \,/hen a contribution is received, tunds are invested in over night
investrnents pending execution of investmeri diredions. Funds may be invested inthe fol lowing types of ovemight investrnentsi (1)
insttLltional money market account. wtlich eams institutional morEy market rates; (2) passive ovemight bank s\.\€ep, which is
credited t,rith ovemight bank deposit rales; or (3) corporate checking account, wtrich is credited at a rate that is set by the bank.
cunently 90% of the 3-month average of the l3-!i€ek Treasury-bill rates. !,/hen funds are withdrawn at lhe start of the foll(^ring
businegi day in order lo be invested according to investrnent instructions, MMRS ret ains the Float, o. interest, as pa.t of its
compensation. Contributions made by wire that are not in good orde. may eam additional Float until good order is obtained.
It is lhe poticy of MMRS to process distributions and the corresponding withdrawals fr om investments as soon as possible-
Notwithst;ndiig this policy. Float may arise in conneclion with distributions, including those that are made by check or by E FT.
There is genera y no Float generated in connection with account distibutions made by wire transfer. MMRS issues a disbursement
and dire;ts ttE p;oviders of-Ptan investrnent options to transfer the funds to MMRS in an amount sufficient lo satisfy the dis tribdion
request. On th; date that the disbursemerfi is issued. the tunds are wilMrawn from the investment options and are invested in orle
of ihe fo owing types of ovemight investrnents: (1) institutional money ma*et account, which eams institttional money mar kel
rates; (2) passive ovemight bank s\reep, wt ch is credited with ovemight bank deposit rates: or (3) corporate checking account.
which ii ;edited at a rat; thal is set by ihe bank. cunently 90% of lhe 3 {onth average of the 13 t€ek Treasury -bil, rates. MMRS
accruG any Float. or interest, trat is eamed on the funds ftom the time the disbursement is issued until such time as ltle
disburseme;t is deposited or cashed as part of its compensation. Generally, in the case of a disbursement issued by check, i fthe
check is not deposited or cashed afler s months. the funds are retur ned to the plan as abandoned property.
F-1
318t2016
Ptan Administratlvo Expensg ReimbuBomsnu MassMutual agrees to reimbuEe plan administralive expenses as follou/s:
Out ot Rglmbuni€ment Crodlt As directed by the Trustee./Custodian, Plan fiduciary or Plan Sponsor, MassMdual agrees to either
reimburse the Plan. Plan fiduciary or Plan Sponsor or pay on behalt ol the Plan reasonable plan administralive expenses, including
any registered investrnent advise. fees incuned by the Plan pursuant to the tems of a wYitten agreement with the regislered
investment adviser. an amounl as described belofi
The reimbursement credit will be an amount equal to $40,000 annually. Each calendar quarter, MassMutual will calculate the
reimburse,nent credit for slch period by multiplying the value of the annual reimburs€rnent credit as of the lasl business day of the
calendar quader by 1/4.
An annual cost of living adjuslrnent based on the San Francisco Bay area CPI is included in this PERA agreement with the nrst
increase to take place on July 1,2017.
MassMutual wilt make the reimbursement payments to lhe Plan, Plan fiduciary or Plan Sponsor on an as-needed basis proMded
MassMutual receives written ce.tifcation from the Plan fiduciary or Plan Sponsor of lhe plan administrative expenses actuall y
inc{red.
Plan administration expenses actually incuned must be equal to or greater than the reimbursement payment made. MassMutual
wi make the reimbuEement paymerts directly to third-parties. including any inveslrnet{ advisory fees payable to the registered
investment adviser. at the direction of the Trustee/Custodian, Plan fduciary or Plan Sponsor. Any reimbu6ement credits credited
during a calendar year will be forfeited if not used within ninety (90) days tollowing the end of that calendar year. The payment of
reimbursement credits shall be made out of MassMutual's revenues and will not afiecl the Plan assets.
tf the effeclive date of this Plan Expense Reimbucernent Accounl Agreemenl does not coincide with the first day ol the frst
quarterty calculation perjod, the frst quarterly credit will be prorated accordingly. ln lhe evenl that MassMutual reasonably
detemines that the rnaking of a reimbuEement payment could result in the violation, construclive or otherwise, of any law,
regulation. or ruting made by a court or regulatory body MassMutual will reduce the amount of the reimbursement credit lo the
exlent necessary to avoid such violation.
Out of Plan Ass€ts: ln addition to the payments out of reimbursement credils described above, at lhe direction of the
Trustedcustodian, Plan fduciary or Plan Sponsor, MassMutual will process the payment of plan administrative expenses t om lhe
assets ofthe PIan-
tn Ggnoral: \rvhether the payment is made out of reimbucement credits or plan assets, in making any such darection, the person
signing this agreement repr;sents: (1) that the reimbursement or payment represents reasonable cornpensation payable for
sjrvids neceJsary for lhe establishment or operation of the PIan or will be used solely for the rcimbursemenl of the direct aM
.easonable expenses properly and actually incuned in connection wilh the administration of the Pla n; (2) the lerms of the Plan
permit the payment of such amounts from the Plan's assets; and (3) that the amounls \rvould otheMise be deducled from
participant's accounts.
G-1
Exhibit G Contract No. 6214@001-0000
EXHIBIT G - PLAN EXPENSE REIMBURSEMENT ACCOUNT
3t812016 Exhibit H Contract No. 621,16-0001-0000
EXHIBIT H: APPROVAL SERVICES
PLAN SPONSOR DIRECTION
The Plan Sponsor hereby directs MassMutual to p.ocess the transactions described below pursuant to the pr ocedures outlined in
the Plan Administratods Guide or wffich are provided to the plan sponsor for review. MassMutual has no disctetion with regar d to
processing these transactions, and there will be no deviation from these procedures without the Plan Spon sois written direction.
MassMutual may subcontract ce(ain aspects of these approvalseMces to other vendors.
Service Fee Fee Paid By
Resido ial Loans:. Review Loan Application. Apply IRS Umits. Prepare ard MailCheck.. ACH Option for Terminated Pa.ticipants
Refer to Exhibit D Not Applicable
Oomogtlc Rslations Ordqrs:. Detemine lhat order satisfies IRS Requirement for a
Oualified Dornestic Relations Order
SO Not Applicable
Panicipant
ln Service Withdrawal SO Not Applicable
Rollover:
The Plan will accept eligiue rollover distributions fromi (Check all
lhat apply.)g a qualified plan described in Code Section 401(a)
(including a 40'l(k) plan, profit sharing plan, defined beneft
plan. stock bonus plan and money putchase plan),
excluding afrer-tax employee contributions.
tr a qualilied plan desc.ibed in Code Secrion 401(a)
(including a 401(k) plan, profit sharing plan. defirEd beneft
plan, stock bonus plan and money purchase plan).
includirE after-tax employee cor ribdions.g a plan described in Code Seclion 403(a) (an annuity plan),
excluding afrer-tax employee contributions.
E a plan describ€d in Code Seclion ,103(a) (an annuity plan),
including afler-tax employee contributions.g a plan described in Code Seclioo 403(b) (a tax -sheltered
annuity), excluding afrer-tax employee contribulions.O a plan described in Code Sectioo 403(b) (a tax -sheltered
annuity), including afier-tax employee contribulions.g n the Plan permits Roth Elective Defenais, a Roth
elective defenal account from (select allthat apply):1. g a qualified plan described in Code Section
401(a).
2. A a dan described in Code Seclioo 403(b) (a
tax-sheltered annuity).
El an eligible plan described in Code Hion 457(b) (a
defened compensation plan) trt ch is maintained by a
state, political subdivision of a state, o. any ageocy or
instrumentality of a state or political subdivision of a state.g a rollover conlibulion of lhe portion of a distribrnion tro.n a
traditional IRA that is eligible to be rolled over and would
otherwise be inciudible in gross incofile. Rollovers fro.n
Roth lRAs or a Coverdell Education Savings Account
(formerly known as an Education IRA) are not permitted
because they are not traditional lRAs- A rollover lro.n a
SIMPLE IRA is allor,,red ifthe amounts are rolled over after
the individual has been in lhe SIMPLE IRA for at least t',./o
years.
SO Not Applicable
[.lnforeseen Emergeacy withdrawal'SO Not Applicable
'Non-Standard Language H-'1
31812016 Exhibit H Contract No 62146-0001-0000
H-2
Understanding fees is a n€cessary step in assessirE whether or not ttEy are reasonable compensation for the seMces associat ed
wilh them. TtE types ol fees described below may be associat ed with one or more seNice(s) related lo your plan.
3t8t2016
Rgvon ue/Fees
Received by
MassMutual
12b-1 Fee
Administrative Fees
Asset charge
Distribdion Processing
Fee
EXHIBIT K: FEE ROADMAP
Contract No. 62146-0001 0000
Sponsor Dlsclosurc
Fee Ior lnvestor
SeMces
Proposal/SeNices
AoreemenY
Piospectus'i Cost and
Revenue Disclosure
Prospectus/Slatement ol
Addilional lnformatior,
Cost aM Revenue
Disclosure
Group Annuity Contracu
Proposal/ Services
Agreemenv Cost and
Revenue Oisclosure
Proposauservic€s
AgreemenuPlan
Administrator's Guide
Proposau Prospectus/
Cost and Revenue
Disclosure
' MassMutual has provided, or made available electronically, disclosure mater ials, including prospeclus$ and slalements of
additional information, provided by issuers of the plan's designaled inveslment altemalives (or the mutual tunds or bank col lective
trust tunds underlying tie ptan's separate investrnent accounl investment alt ematives). MassMutual makes no representations as to
the completeness or accurary of such matedals provided by nonaffiliated issue6.
D6crlption of RevenudFoes Recalved
These are Iees that rre may be paid pursuant to an agreement with the
inveslneri advisoE or distribulors of mutual tunds other than lhe plan's
MassMutual Premier and Select investment oplions that are offered either
dkectly or through separate investment accounts on our investment plattom-
They can be paid for providing servic€s in connection with I he distribution and
marketing of the mutual fund. including fees paid for marketing and selling
fund shares, such as compensating brokers and others wtto sell fund shares,
and paying tor advertising, the printing and mailing of prospectuses to new
investors, and the printing ard mailing of sales literature. They also can be
paid for providing shareholder services to the mutual fund investors, which
include responding to inveslor inquiries and providing investors with
information about their investments. Whether paid Ior distribution or
shareholder seMces, 12b-1 lees are a form of revenue sharing 'rtEn they are
paid to us and are disclosed as Administrative SeMces Revenue. 12b -1 fees
reduce the mutual fund's NAV.
fees associateO wilh administration of the plan's MassMutual Premier and
Select investrnent options. including enrollment in and distribution lrom the
investment oplion, transaction processing, and prepara tion and mailing of
account statements and certain required notices. Administrative fees are
included in a mutualfund's expense ratio.
The asset charge is calculated based on plan assets a
plan sponsor or deduded ftom participants' accolnts or plan assets on a
periodic basis.
nd may be paid by the
Fee fo. all aspects of processing withdrawals, loans.
distributions, including payments, laxation and reporting. lt is eitl€r paid by
the Plan Sponsor or deducted Irom participants' accounls or from plan assets.
QDROS, RMDS, or other
These are tees that \,e may b€ paid pu6uant to an
investnenl advisor with respect to either mutual tunds other lhan the plan's
MassMutual Premier and Select investment options or bank @llective trust
funds that are offered either directly or through separate investment accounts
on our investment platform. They are oflen paid by the fund s investrfient
actvisor from its revenue. MassMutual provides services to investoE in mutual
funds and bank colleclive trusl funds, which include responding to investor
inquiries and providing investors with information about their investrnents, that
,r,ould otheMise be performed by the fund s investment advisor in a retail lund
conlexl. Fees foa investor services aae a fom of revenue sharing when they
are paid to us and are disclosed as Administrative Services Revenue.
agreement with a tund's
K-1
Exhibit K
3t8t2016
Reven uE/Fees
Recoivod by
MassMutual
Flal Dollar Fee
Float
MassMutual Retirement
Services (MMRS)
Geneaal lnvestrnent
Account investnent
option revenue
Exhibrt K Contracl No. 62146-0001-0000
Sponsor Oisclosure
Expense DisclosuE/
SeMces Agreemeny
Cost and Revenue
Disclosure
Services Agreemenv
Float Disclosu.e
Group Annuity
CootracuProposaU
SeMces Agreement/
Cost and Revenue
Disclosure
Prospectus/Cost and
Revenue Disclosure
Proposauservices
Agreemenucosl and
Revenue Disclosure
lnvestment
Management Fee
Noo-Adive-Employee
Parlicipant Fee
Optional Services Fees
Other lnveslmenl Fees
SeNices Ag.eemenv
Plan Administratoi's
Guide
Prospectus/ Annual
Reporu Cost and
Revenue Disclosure
Description of REvsnudFses Received
This flat tee may be paid by the Plan Spor6o. or deducted ftom dan assets
on a peiodic basis.
Float is generated from the ovemight investment of assets and may arise in
connection with deposits such as plan contributiom. loan repaymenls and
expense payments. Float may also arise in connection with distributions.
We ofler tlro general classes of general account investrnent options. The frst
class of general account investrnent options falls into the category of
guaranteed benefit policies. lf your plan has a guaranteed benefil policy. then
your plan is proMded a gua.anteed rate of inleresl oh deposits held Ior a
specifed period ottime. We cornmit lo retum the principal and the promised
interest regardless of either lhe expenses lve incur in investing the assets
within our general account or the actual retur n on those assets (although a
market value adjustment will apply to certain employer-initiated distributions).
Given the nature of these investment options, there is no guarantee that we
will receive a pre-sel level of revenue, as lve do in connection wilh a mutual
tund advisory fee. Although v'/e retain the difference. if any. between the
guaranteed rate of interest and the investment retum we aclually eam on lhe
deposits in our general account (net of expenses), this is not an additional
expense to the plan. The second class of general account invesfnent options
falls into the calegory of transition polici6. You will know you owr a ttansition
policy rather than a guaranteed beneft policy because ofthe annual transilion
policf notice you receive from MassMulual. It your plan has a transition
policy, your plan is provided a rate of interesl on deposits held fo. a specifed
period of time based on the actual earnings rate of that plan's interest in
MassMutual's general account less a fee and risk charge of 140 basis points.
Transition policies are subject to a f,oor rate of 0%, although a market value
adjustrnent will apply to cedain employer-initiated distributions. Under these
producls, the interesl u/e credit is on an investrnent year methodology, with
interesl accrued throughout the year based on eslimat6 of investnenl retum
net of investrnent expenses. Shortly after year end interest is trued up based
on actualresults.
lnvestment management fees, or'annual expense ratio," are paid directly out
of the assets of the investment option to the investment advisor for managing
the investment portfolio. With respect to the MassMutual Premier and Selecl
Funds, lve receive lhese tees in our capacity as investrnenl advisor to these
tunds and they are included in a mutual fund's expense ratio.
Fee associaled with all aspects of providing dired administration of plan
seM@s to non-aclive-employee panicipants. The total revenue received by
MassMutual is based on the number of particjpants who are not aclive
employees (including but not limited lo beneficiaries, altemate payee s,
terminated employees and retirees) and have a vested account balance
("non-active€mployee participants). The number of non-active.employee
participants is disclosed on MassMutual's plan sponsor website. The fee may
be deducted from the accounts of the non-active€mployee participants on a
periodic basis.
These are fees that l\.e may be paid if you elect to receive any of the optional
services described in the Services overview These fees may be paid by the
Plan Sponsor or deducled from parlicipants accounts or ftor plan assels
Other inveslrnent lees (for example: account mainlenance fees. or "annual
expense aatio") are any expenses incuned by the investment option that are
not included in any other investmed-related CompensatiorvFee categories.
Othe. investment fees may include custodial. legal, accounting, transfer agent
as u,ell as shareholder seNice expenses paid outside ot a mutual fund's 12b -1
arangement. Other invest nent iees are included in a mutual fund's expense
ratio.
K-2
3t8t2016 Exhibil K Contract No. 62146-0001-0000
Sponsor Oisclosu,e
Proposal/Services
AgreemenYCost and
Revenue Disclosure
Prospectus (or other
offering document)/
Statement of Additional
lnformation
Slatemenl of Additional
lnformatiory'120 Day
Mailing
Proposal/Cost and
Revenue Disclosure
Reven ug/Fees
Received by
MassMulual
Per Participant Fee
Securilies Lending
Fees
Self-Direcled
Brokerage Account
(SOBA) Fees
Son Dollar
Compensation
Sub-Transfer Agent
(Sub-TA) Fees
Oescription of Revenu€r'F6es Receivod
The participant charge is based on the number oI participants and may be
paid by the Plan Sponsor or deducled fro.n participard's accourts or trom plan
assets on a pedodic basis.
These are fees thai may be received by advisors to investrnent funds if they
lend portlolio securities to broker{ealers or other institutional bonowErs.
Loaned securities are secured by collateral in the lorm of cash, cash
equivalenls (such as money maftet instruments) or other liquid secur ities in
an amount at least equal to the market value of the securities loaned. The
advisor invests the collateral and relains a portion ot the eamings from the
invested collaleral. Accordingty, while the eamings on the investment of the
collateral are additional revenue to the advisor, they are nol an additional coqt
to the plan that invests in the fund. Cunently we do not lend ou portfolio
securilies.
SElf-Directed Brokorage Accounts: lf your plan provides lor a
brokerage accounl option ("SDBA) Irom Charles Schv/ab & Co., lnc. (the
,SDBA Broker-Dealer Firm"), $,e will receive fees and payments from that
SOBA Broker-Dealer Firm tor processing and recordkeepirE services
provided by us.
We generally receive payments at the rates described below from lhe SDBA
Broker-Dealer Firm:
Participant Account
Balance
Plan Erpense PaymEnt Percontage
$25.000 or less 06/6 of SDBA Broker-Dealer Firm Revenue
Over S25.000 lhrouqh $50.000 s'ld of SDBA ErokecDealer Firm Revenue
Over $50.000 thouqh S100,000 1o% of SDBA Brokea-Oeale. Firm Reve.ue
OverS100.000 i5% ofSDBA Broker-Dealer Firm Revenue
For purposes of the calculation, 'SDBA Broke.-Oealer Firm Revenue"
generalty consist of transaction fees and commissiors received by the SDBA
Broker-Dealer Firm on account oftrades of seqlrilies. including mutual tunds,
payments received by the SDBA Broker-Dealer Firm from tund complexes in
conneclron with fee based programs, and fees paid to the SDBA Broker -
Dealer Firm lrom assets invested in its o,,\,rt famity of p.oprietary mutual funds.
Based on 2013 reports, \/e estimate v€ received $8,790 for these seMces in
2013, representing an average of 1 basis point (0.0'l%) of dan assels for all
plans that used the SDBA service. This estimate is determined by dividing
total SDBA Broker-Deale. Firm Revenue by all SDBA assets lor the year.
self-direcled
Research or other products or services, other than trade
by brokers or a third party to the investment advisor or subadvisor (if
applicable) in conrEction with securities transactiorE. For those tunds that
use sofl dollars, the benefit of such brokerage and research s eMces accrues
to the applicable tund(s). Vvrth resped to the MassMutual Premier and Select
Funds, each Fund's subadvisor receives any applicable soft dollar
compensation. The subadvisors to the Premier Funds are MassMutual
effiliales
execution, provided
These are fees \ e are paid pursuant to an agreement
of non-proprietary mutual tunds that are offered on our investment platfom
and represent coinpensation trle aec eive for providing mutual fund shareholder
accounlrng seNices. Transfer agents track and record who orMls ho / many
of a mutual fund s shares- For retkemenl plans, the plan's recordkeeper oflen
performs these functions instead of the transfer agent and is thus considered
a sub-transfer agent and is eligible for compensation, which is a form of
rcvenue sharing. Sub-TA fees are a form of revenue shaaing when they are
paid to us and are disclosed as Administrative SeMces Revenue.
with the transfer agent
K-3
318t2016
Wrap Fees
Exhibit K Contract No. 62146-0001-0000
Suarender Value Make
Up
Third-Party Customized
Asset Allocation
Portfolios
Sponsor
Group Annuity Contract
Group Annuity Contracu
Services Agreement
Services Agreement
Group Annuity
ContracUl20 Day
Mailing/Cost and
Revenue Disclosure
A surrender charge may apply if ihe plan terminates certain of our group
annuity contracts. Sunender charges are typically expressed as a specified
percentage of assets held in the group annuity contract and reimbu6e us fo r a
portion of sales commissions \/e have paid but not remvered due to early
contract termination. This fee is paid by the PIan Sponsor or from plan
assets.
lf, when your plan transitioned lo MassMulual, lve restored a ma*et value
adjuslrnent or sunender charge that \4as imposed by youa prior provider, we
may have temporanly imposed an, or increased your. asset charge to recover
the amount restored to your impacted participants' accounts. Please check
your group annuity contract or services agreement to deteamine if you are
subjectto this temporary asset charge and, ifso. when it will discontinue.
lf your plan elects to receive third-party plan sponsor fiduciary advice services
lo assist in the creation of customized asset allocation portfolios, we will
receive a fee based on pa.ticipant accounl assets invested in Third -Party
Customized Asset Allocation Portfolios as compensation for processing and
recordkeeping seNices provided by us. This periodic fee will be deducted
from participants' accounts.
The wrap fee is calculated based on the amount of plan assets in one or more
specified plan inveslment options. This lee may cover the direct services lhe
customea receives wjth respect to such plan investrnent option as well as
cover general plan administrative costs we incur. The fee is deducted from
the plan investment option and reduces the investment performance of such
option.
K4
Reven ue/Fees
Recsivqd by
MassMutual
Surrender
Description ol Revenue,/Fees Received
3t8t2016
Compensatiori
Recolvsd by Thlrd
Pay
Commassions
Enrollment
Reimbursement
lnvestrnent Advisory
and Sub-Advisory Fee
Exhibit K Contracl No 62146-0001-0000
Recipisntof
Compsnsation
(Payee)
Advisor
TPA and olher Third
Party Enrollers
lnvestment Option
Expenses
Mutual Fund Sub-
advisor
lnveslment Manager
AdvisorMafteting Allowance
Non-monetary
compensation
Ovenide Payments
Participant lnvestment
Advisory Services Fees
Adviso6. Agents, and
Erokers, SponsoE
General Agents and
Broker Dealels
Envestnet Reliremenl
Solutior6. LLC or
RPA
Sponsor
DisclosureOescription ot Compensation
Commission
Disclosure/ Cost
and Revenue
Disclosure
We pay co.nmissions lo advisors with resped to new sales
and ongoing business with MassMutual from rcvenue we
derive ftom your plan, including revenue from 12b-'l fees on
MassMutuals P.emie. and Select lnvestrnent options.
Proposal/ TPA Fee
Disclosure
We pay third-party administrators (TPAS) and other seNice
provide.s who perlorm participant enrollment seMces,
primarily at the time of plan conversion, fro.n revenue we
derive from your plan.
Prospectus/
Statement of
Additional
lnlormaliory' Cost
and Revenue
Disclosure
lfyour plan ofiers MassMutual Premier or Selecl Funds as a
plan investment option, it will pay a mutual tund investrnent
management fee. lf your plan offers a guaranteed separate
investrnent account (SAGIC or Capital Preservation
Account) as a plan investrnent option, il will pay a separate
account management fee. ln either case, vle will pay a
portion of the remainder of that fee, net of the annual
administrative services revenue that is deducted, to lhe
advisor or sub-advisor ol the tund or account. To the extent
ttE advisor or sub-advisor is an affliate of MassMutual -
Babson Capital Management, LLC ("Babson'), Baring
lntemational lnvestment Limited ("Badng),
OppenheimerFunds, lnc. ("OFIJ or OFI lnstitutional Asset
Management, lnc. ("OFl lnst) - this will result in
MassMutual and the atfiliate's receipt of the entire amount ot
the difference bet\.rcen lhe investrnent option's annual plan
cost and its annual administrative services revenue.
Prospectus/
Proposau Cost and
Revenr.re
Disclosure
For plan inveslment options other than the
Premier ard Select Funds, the plan pays investrnent
expenses composed of the investment management tee,
administrative fees and, depending on the share class in
which the plan invesls 12b-1 fees, wt ch are renected in lhe
mutual fund's expense ratio, to the mutual fund's investrnent
advisor and othea mutual fund setuice providers.
Massf.4utual
Services
Agreement
We pay marke{ing allowances lo advisors to support their
marketing services, including for the developrnent of
mafteting, advertising and promotional materials, the
sponsoring of sales conferences and tdorkshops, and lhe
supeMsing of research repons, coarespondence and leclure
materials.
SeMces
Agreemenu
Proposal
We provide non-monetary compensation to sales
representatives who sell our products, including [€lfare plan
compensation (health. vision, life and disability coverage),
401(k) plan compensation, pension plan compensation.
participation at conferences lve sponsor and other aurads.
Commission
Disclosure/ Form
5500
we pay ovenide to general agents and other selling
organizations to defray a porlion ofthe cost of maintaining a
sales force. The amount of the ovenide is typically a
percentage of the commissions eamed by the selling
organization's agents.
Proposauservices
AgreemenUThird
Party's Sponsor
Agrcement and
Fee Schedule
lf your plan elects lo offer participant investrnent advice.
your plan will pay a fee to a third-party investment aclvice
provider. This fee may be paid by lhe Plan Sponsor.
deduded from participants' accounts or plan assets o. paid
from revenue u/e dedve from your plan.
K-5
Sponsor
DisclosuroD6cription of Compensation
Services
Agreement
lf a PERA or an EBA Account is available to your plan, then
at your direclion, and on your dan's behalt, \€ will pa y lhird
parties who provide adminislrative services to your plan.
These payments aae made from revenue lve derive ftom
your plan.
Servic€s
Agreement
lf you. plan elecls to receive QDRO determination and
administration selices. then r\,e will pay to a third -party
administrator a fee ,or these services. This lee may be paid
by the Plan Sponsor. deducted ftom psrticipants' accounts
or plan assets or paid lrom revenue v/e derive trom your
plan.
SDBA Brokerage
Agreement
lf your plan elecls to offer an SDBA investrnent
broker{ealer administering the SDBA receives a per
participant fee based on usage of this inveslrnent option.
This lee may be paid by the Plan Sponsor, deducled fro.n
participants' accounts or plan assets or paid lrom revenue
\/!e derive from your plan. Partjcipants will also pay
brokerage commissiorE fo. trades under the SDBA wtlich
are described in the brokerage agreement padici pants enter
into rrith the SDBA broker-dealer.
option, the
Prospectus/ Cost
and Revenue
Disclosure
We may pay a tee to your plan's advisor for providing
shareholder seNices to the plan on behalf of the
MassMutual Premier and/or Select Funds. SeNices
provided may include: deliverirE curent prospectuses,
reports, notices, communication and other information, and
providing suppod servic€s, including ans'r€ring participant
inquiries. We pay this fee fro.n revenue we derive Lom your
plan, including revenue ftom 12b-1 fees on MassMutual's
Premier and Select investment options.
Proposau Services
Agreement
lf your plan elects to receive plan sponsor
partnership services, a third-party plan fiduciary will receive
a tee fo. providing invesfnent advice to the plan sponsor.
Thas fee may be paid by the Plan Sponsor, deducled fio.n
parlicipants' accounts or plan assels or pajd ftom revenue
rr,re derive from your plan.
fiduciary
Services
Agreement
we may pay a fee to your plan's advisor for providing
administralive services to your plan on our behalf (e.9.. plan
design consulting, employee communication programs,
enrolhent meetings, etc.) We pay this fee fiom revenlre v/e
derive ftom your plan. including revenue fom 12b-1 fees on
MassMulual's Premier and Selecl investrnent options.
Client Agreement
with BlackRock
lnstitutional Trust
Company, N.A.
lf your plan elecls lo receive plan sponsor
services to assist in the creation of custom
portfolios, BlackRock will receive a fee based on patticipant
account assets invested in Third-Parly Customized Asset
Allocation Portfolios in acco.dance with the Plan's Cliert
SeNices Agreement \,!ith BlackRock. This fee will be
deducted from participants' accounts.
fiduciary advice
ized target date
Trust Company
Disclosure
A fee is paid to your plan s directed trustee or custodian for
providing trustee or custodial seMces. This fee is paid from
revenue \ /e derive faom your plan.
3/8/2016
Compon3ation
Rocaived by Thlrd
Party
ODRO Review
Services Fee
Self Directed
Brokerage Account
(SDBA) Fees
Shareholder Servicing
Agreement Fee
Sponsor Third-Party
Fiduciary Partnership
Services Fee
Reclpient o,
Com ponsation
(Payee)
Third Party Plan
SeMce Provide6
Contract No. 62146-0001{000
Plan Expense
Reimbursement
Account (PERA) or
ERISA Budget Account
(EBA)
State Street or
Charles Schwab
ODRO com
Advisor
Mesirow
AdvisorSub-administrative
Service Fee
Third-Party Customized
Asset Allocation
Portfolios
TrusUCuslody Services
Fee
BlackRock
lnstitl.rtional TnEt
Company, N.A.
Reliance Trust Co or
other Trustee
State Trust Co,
K-6
E)(hibit K
Contract # O0l 099977
TRUSTAGREEMENT
FOR
City of Burlingame Deferred Compensation Plan
Reliance Trust Company
Trustee
1100 Abernathy Road NE, Suite 400
Atlanta, GA 30328-5634
Contract # 001 099977
TRUST AGREEMENT
THIS TRUST AGREEMENT (the "Agreernent") is entered into by and between City of
Burlingame (the "Employer") and Reliance Trust Company (the "Trustee") as of the ElIective Date.
T,\TITNESSETH:
WHEREAS, the Employer maintains, for the benefit of its eligible employees and those of
its participating affrliate companies, the Plan, which is intended to satisry the requirements of $457
ofthe Internal Revenue Code of 1986, as amorded (he "Code");
wHERf,AS, the Employer desires to appoint the Trustee as a directed trusle€ to hold and
administer the assets ofthe Plan in accordance with this Agreement; and
WHEREAS, the Trustee has agreed to serve as dtected trustee of the trust established
under this Agreement;
NOW, TffiREFOR-E, the Employer and the Trustee hereby mutually covenant and agree
as follows:
2Trustee - NE
Contract # 001 099977
TABLE OF CONTENTS
7
7
ARTICLE I
DEFINITIONS
1.1 Administrator
1.2 Altemate
1.3 B
7
7
7
7
1.4 Broker
1.5 Brokerage Account
1.6 Code 7
71.7
1.8
1.1 I
1.12
Effective Communication
Effective Date 7
7I .9 Employer
7I . l0 Invesment Fund
lnvestmenl 8
8
8
8
I .13 Panicipating Employer
L14 Plan
1.15
1.16 Sub-Custodian
l.l7 Trust
l.l9 Trust Specifications Schedule
1.20 Trustee
ARTICLE 2
ESTABLISHMENT OF THE TRUST
Z.l Trust Established
2.2 Limit of Participating Employers'Interests
(a) No Right to Reversion
(b) Rerurn of Contributions
(a)
8
8
8
I . 18 Trust Assets 8
8
8
9
9
9
9
9
9
9
(b)
3Trustee - NE
Directed Trustee
l0
2.3 Trustee'sConditionalAcceptance
Compensation
Contract # 001 099977
PageSection
ARTICLE 3
DT]TIES OF TRUSTEE
3.1 Duties
(a)
(b)
(c)
(d)
(e)
(0
(c)
(d)
(e)
Management of Funds
Receipt of Contributions
ll
1l
11
ll
11
ll
ll
1l
13
t3
13
13
t3
l3
14
t4
t4
t4
P
Records
Authorized Acts
Acceptance of Rollovers
ARTICLE 4
INVESTMENT OF TRUST ASSETS
4.1 GenerallnvestrnentPower/InvestmentFunds
(a) Authority of
(b)Investment Funds
4.2 Participant Direction of Investments
(a)
(b) ContractualArrangement
4.3 lnvestmentManagers
Trustee's Duties
Failure to Direct 14
t4
t4
t4
l5
t5
15
Termination of Appoin tmenl
4.4 Manner and Effect of Directions
(a) Delegation of Authority to Custodian
(b) Manner of Direction
(c) Liability for Authorized Acts
4.5 AuthorizationofDesignee(s)
4Trustee - NE
(c) Funding Policy
Contract # 001 099977
PageSection
l6
t6
l6
l6
l6
l6
16
t7
t7
t7
t7
t7
t7
t7
5.2 Specific Powers
(a) Purchase of Property
(b) Disposition of
(c) Retention ofCash
(d)
(e)
ARTICLE 6
ADMINISTRATION
6.1 Accounting by
(D Power to do any Necessary Act
5.3 Authorizedlnvestments
(0 Borrowing
Registration of Investrnents
(g) Qualifred Pooled lnvestments
(h)
C) Settlement of Claims and Debts
(k) Employment ofAgents, Advisers and Counsel
(a)General Definition
(b) Limitation on Investrnent in Securities of the Emp
(c) Responsibility for Compliance
5.4 Participant Loans
l7
18
l8
l8
l8
l8
Trustee
l9
l9
l9
lo
l9
20
20
20
(a) Books and Records
(b) Accounting
(c)Release
(d)Valuations
(e) Reliance on RecordkeePer
6.2 Expenses
5Trustee - NE
ARTICLE 5
POWERS OF TRUSTEE
5.1 General Authority
Exercise of Ownefs Rights
Purchase of Contracts .
Contract # 001 099977
PageSection
ARTICLE 7
REMOVAL AND RESIGNATION OF TRUSTEE; SUCCESSOR TRUSTEE
7 .l Removal and
7 .2 Final Accounting
ARTICLE 8
AMENDMENT OF TRUST; TERMINATION OF PLAN
8.1 Amendment of Trust
2T
2t
(a) fughr to Amend
2t
22
22
22
22(b) Exclusive Benefi
8.2 Termination of Plan
t
22
ARTICLE 9
MISCELLANEOUS
9.1 Nonalienation of Benefits
9.2 Exclusive Benefit
23
23
23
9.3 Effect of Plan 23
239.4 Entire Agreement
9.5 Approval of the
9.6 Notices
23
9.7 Liability for Predecessor or Successor
24
24
9.8 Liability for Acts of Others 24
249.9 Indemnification
9.10 Controlling Law
9.1 I Effective Date
24
24
TRUST SPECIFICATIONS SCHEDULE ATTACHMENT
6Trustee - NE
Contract # 001 099977
ARTICLE I
DEFINITIONS
The following words and phrases, whor used herein with an initial capital leuer, shall have the
meanings set forth below or in the Trust Specifications Schedule unless a different meaning plainly
is requted by the context. Any referance to a section number shall refer to a section of this
Agreemant unless otherwise specified.
1.1 Administrator means the person, committee or entity appointed by the Employer to be
1.2
1.3
Administrator
Alternate Pavee means a person desigrated to receive all or a portion ofthe Participant's
benefit pursuant to a qualified domestic relations order.
Bene{iciary mearr any person desigrated under the terms of the Plan to receive benefits
responsible for the administration of the Plan. Unless the Employer
writing of the appointment of an Administrator, the Employer shall
notifies the Trustee in
be deemed to be the
given when delivered personally, upon
elecronically or by facsimile or like
eipt by Tnrstee when sent by Federal
1.4
t.8
payable upon the death of a Participant.
Broker means a broker-dealer registered under the Securities Exchange Act of 1934 with
*t o* u Participant, Beneficiary or Altemate Payee may enter into a self-directed
Brokerage Accounl to dtect the investment of Trust Assets.
1.5 Brokeraqe Account means any brokerage account established with a registered
broker/dealer for the purposes of investing the Trust Assets.
1.6 Code means the Internal Revenue Code of 1986, as amended
I .7 Effective Communication means written or electronic communication in a form
satisfactory to the Trustee, which shall be deemed
receipt of a transmission confirmation if sent
transmission, and considered delivered upon rec
Express, United Parcel Service, Express Mail, or other reputable ovemight courier.
Effective Date means the date the agreement is effective as identified on the Trust
Specilications Schedule.
1.9 Employer means the organization identified on the Trust Specifications Schedule that is
a signatory to this Agreement.
1.10 Investment Fund means any of the separate firnds, including a Brokerage Account,
established by the Employer for the investment of Plan assets.
7Trustee - NE
Contract # 001 099977
1.12 Participant means an employee or former employee of a Participating Employer who has
an account balance under the Plan.
l.l3 Particip ating Employer means the Employer or any other employer that has adopted or
hereafter may adopt the Plan for the benefit of its anployees and which continues to
participate in the Plan.
1.14 Plan means the plan identified on the Trust Specifications Schedule
l.l5 Recordkeeper means the Plan's duly appointed recordkeeper and any of its agents or
assigns, including processing agents.
1.16 Sub-Custodian means the entity named on the Trust Specifications Schedule, if applicable,
which serves as sub-custodian to Reliance Trust Company. If no entity is named on the Trust
Specifications Schedule to serye as sub-custodian, then Reliance Trust Company will
perform the custodial functions designated within this Agreement for the tmst.
1.17 Trust means the trust established by this Agreement.
1.18 Trust Assets means the total amount of cash and other property held from time to time
under this Agreement
1.19 Trust Specifications Schedule means a schedule, which is part of this Agreemant that
contains all customized terms and amended parts to this Agreement as may be updated from
time to tlme.
1.20 Trustee means Reliance Trust Company, which shall also serve as custodian for the Trust
Assets.
8Trustee - NE
l.1l Investment Manaqer means any person, corporation or other organization or association
appointed by the Employer consistent with the terms of $4.3 to manage, acquire or dispose
ofthe assets ofan Investrnent Fund.
Contract # 001 099977
2.1 Trust Established
The Employer has established with the Trustee, as a funding medium for the Plarq a Trust
consisting of the Trust Assets and such earnings, profits, increments, additions and
appreciation thereto and thereon as may accrue from time to time.
2.2 Limit of Participatinq Emplovers' Interests.
(a)No Rieht to Reversion. Ex cept as provided in subsection (b) hereof and except as
provided the Code, the Participating Employers shall not have any right, title,
interest, claim or demand whatsoever in or to the funds held by the Trustee, other
than the right to a proper application thereofand accounting therefore by the Trustee
as provided herein, nor shall any funds revert to any Participating Employer, except
as permitted by the Code.
(b)
2.3 Trustee's Conditional Acceptance. The Trustee acc epts the Trust hereby created and
agrees to perform the duties required of the Trustee, subject, however, to the fol[owing
conditions:
(a)Directed Trustee. The parties expressly acknowledge and agrce that the Trustee is
a directed trustee. In the management and control of the Trust Assets,the Trustee
shall be subject to the direction of the Employer, Administrator, Participants,
Beneficiaries or Alternate Payees in the Plan and, to the extent applicable under the
terms of this Agreement, the dtections of Investment Managers. The Trustee shall
not make any investment review of, consider the propriety of holding or selling, or
vote any assets held in the Trust except as directed by the Administrator, lnvestment
Manager, Employer, Participant, Beneficiaries, Alternate Payees or Participating
Employer. The Trustee shall have no responsibility to review or make
recommendations regarding investrnents made at the dtection of the Employer,
Administrator, Participant, Beneficiaries, Altemate Payees or an Investment
Manager. The Employer, Adminisrator, Investment Manager, Participants,
Beneficiaries, and Altemate Payees shall not issue any directions to the Trustee that
are in violation of the terms of the Plan or this Agreement. The Participants,
Beneficiaries and Altemate Payees may exercise direction to the Trustee only
through the Recordkeeper, provided that if the Plan permits a Participant,
Beneficiary or Alternate Payee to direct investments through a self-directed
Brokerage Account, each such self-dhected Brokerage Account shall be opened in
the name of the Trustee with a Broker for the benefit ofeach affected Participant,
Return of Contributions. Any other provisions of this Agreement or the Plan
notwithstanding, if and to the extent permitted by the Code and other applicable
laws and regulations thereundet upon the Employels request, a contribution made
by a mistake in fact, shall be retumed to the specified Participating Employer within
one year after the mistaken payment of the contribution.
9Trustee - NE
ARTICLE 2
ESTABLISHMENT OF THE TRUST
Contract # 001 099977
Beneficiary or Altemate Payee. The Trustee shall have and exercise authority and
control over such Brokerage Account, subject always to the terms of the Plan and
to authorized directions from the Administrator, Investment Manager, Employer,
Participant, Beneficiary, Altemate Payee or Participating Employer. Subject to the
foregoing, the parties agee that Participants, Beneficiaries or Altemate Payees may
relay trading instructions directly to the Broker.
(b)Compensation. The Trustee shall be entitled to compensation for its services
under this Agreement at such rates as from time to time the Trustee and the
Recordkeeper shall agree in writing.
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Contract # 001 099977
ARTICLE 3
DUTIES OF TRUSTEE
3.1 Duties. The following shall be the duties of the Trustee hereunder, provided the Trustee
may delegate any or all of such duties to a third-pafiy, including the Sub-Custodian and
Recordkeeper, as set forth below:
(a)Receipt of Contributions.To receive any contributions paid to it under this
Agreement in cash or in other property acceptable to the Trustee. The Trustee shall
be responsible only for property actually received by it pursuant to this Agreement.
The Trustee has delegated this duty to the Sub-Custodian.
(b)Administration of Trust Assets. In accordance with directions received (either
directly or indirectly) under the terms of this Agreement, to hold, invest and reinvest
(except as otherwise provided herein) all contributions so received, together with the
income therefrom and any other increment thereon, for the exclusive benefit of
Participants, Altemate Payees and their Beneficiaries in accordance with the terms
of this Agreement. The Trustee has delegated this duty to the Sub-Custodian.
(e)Authorized Acts. To take any action directed by the Employer, Administrator,
Recordkeeper, or the authorized desigree of any of them. The Trustee may rely on
any such direction without question and shall not be liable for any failure to act
pending receipt of any zuch direction.
(0 Acceptance of Rollovers. At the direction of the Administrator, to accept a
contribution of cash distributed or distributable to a Participant from another
$457(b) employee benefit plan, or from an individual retirement account or annuity
described in Code $408, or from 403(b) and 401(a) retirement plans. The
Administrator shall be solely responsible for detemrining that any such contribution
represents an eligible rollover contribution within the meaning ofCode 9402(cX4)
Trustee - NE lt
(c) Payments The Administratora Participants, Beneficiaries or Altemate Payees will
direct that payments be made under the Plan and the Trustee delegates the duty to
accept these directions to the Recordkeeper. The Trustee shall be fully protected in
relying upon the directions received from the Recordkeeper. In the absence of
negligence or willful misconduct on the part ofthe Trustee or the Recordkeeper, the
Administrator hereby indemnifies Trustee from any loss, claim, damage or liability,
including legal expenses, tiat may arise in connection with Trustee's acting upon
such direction. The Administrator shall provide Effective Communication to
Trustee to revoke such delegation to Recordkeeper. Notwithstanding the foregoing
delegation of authority, the Administrator retains the right to separately direct the
Trustee with respect to any payment from the Trust Assets, and Trustee shall be
fully protected in relying upon such directions.
(d) Records. To keep such accounts and records and make such reports and disclosures
as shall be required under this Agreement. The Trustee has delegated this duty to
the Recordkeeper.
Contract # 001 099977
or Code $408(dX3XAXii). The Trusee has delegated this duty to the Sub-
Custodian.
Trustee - NE t2
Contract # 001 099977
ARTICLE 4
IIIVESTMENT OF TRUST ASSETS
4.1 GenerallnvestmentPower/InvestmentFunds
(a)Authorit-v of Emplover. Exc ept as provided in Sections 4.2 and 4.3, the Employer
shall have all authority and responsibility for the management, disposition and
investment of the Trust Assets, and the Trustee shall comply with directions of the
Employer. The Employer shall not issue any directions that are in violation ofthe
terms of the Plan or this Agreement.
(b)Investment Funds. The Trust shall be divided into one or more separate
Investment Funds, the number, makeup and description of which shall be
determined from time to time by the Employer. The Trustee shall implemenl
terminate, value, transfer to and from and allocate the gains, losses and expenses
among the Investment Funds in accordance with the proper directions of the
Employer, Administrator, Recordkeeper, or their delegates, and, to the extent
applicable under the terms of this Agreernent, the directions of lnvestment
Managers.
(c)Funding Policy.The Employer is responsible for establishing and carrying out a
funding policy consistent with the objectives of the Plan. The Trustee will rely on
the Employer for direction with respect to the proper diversification of the Trust
Assets and for the prudence of any investrnant of Trust assets.
4.2 Participant Direction of Investments
To the extent provided for under the Plaq each Participant, Beneficiary, and Altemate
Payee shall have investnent authority over his or her account and may direct the investment
and reinvestrnent of assets among the Investrnent Funds. The Administrator or its designee
(which may be the Recordkeeper) shall communicate such directions to the Trustee under
procedures established by the Trustee and the Administrator, and the Trustee shall follow
and carry out such directions. If a Participant, Beneficiary, or Altemate Payee who has
investment authority under the terms of the Plan fails to provide such directions, the Trustee
shall invest the Participant's, Beneficiary's or Altemate Payee's account among the
Investrnent Funds in accordance with the dtections of the Employer, as maintained by the
Recordkeeper. The Trustee shall not be liable for any loss that results from a Participant's,
Beneficiary's or Altemate Payeds exercise of investment control.
Trustee - NE l3
Contract # 001 099977
4.3 lnvestmentManagers
(b)Contractual Arranqement. The Employer shall enter into a written contract or
agreement with each such Investrnent Manager in connection with its appointrnent
as such, and such contract shall be subject to such terms and conditions and shall
grant to the lnvestment Manager such authority and responsibilities in the
management of the applicable Investment Fund assets as the Employer deerns
appropriate under the circumstances. Without limiting the generality of the
foregoing, such contract may establish invesunent objectives for the assets of the
Investrnent Fund(s) under the management of the Investment Manager and may
limit the types ofassets that maybe acquired or held by such Investrnent Fund(s).
(c)Trustee's Duties. With respect to each Investment Fund the managonent of which
has been delegated to an Investment Manager, the Trustee shall follow and carry out
the instructions ofthe appointed Investsnent Manager with respect to the acquisitioq
disposition and reinvestnent of assets of such Investment Fund, including
instmctions relating to the exercise of all ownership rights in such assets, and the
Trustee shall not be under any obligation to invest or otherwise manage any assets
allocated to such Investrnent Fund.
(e)Termination of Aooointment. Upon the termination of the appointment of an
Investment Manager, the Employer shall (i) appoint a successor Investment
Manager with respect to the Investment Fund(s) formerly under the management of
the terminated lnvesunent Manager, (ii) direct the Trustee to merge or combine such
Investment Fund(s) with other Investment Fund(s) or Trust Assets, or (iii) direct the
Trustee to invest the assets of such Invesunent Fund as the Employer deems
appropriate in accordance with the existing firnding policy.
(a)Delegation of Authority. The Trustee, who is authorized and directed to serve as
the custodian with the authority and responsibility for receiving and carrying out
the directions of the Participants, Beneficiaries, Altemate Payees, Employer,
Administrator, or their designees, has delegated such custodial duties to the Sub-
Custodian. With respect to any assets held by a party other than Trustee, the
Trustee is authorized and directed to delegate to a custodian the authority and
responsibility for receiving and carrying out the directions of the Participants,
Beneficiaries, Altemate Payees, Employer, Administrator, or their designees. The
Trustee is authorized and directed to enter into such agreements with another
Trustee - NE l4
(a) Appointment. The Employer may, but shall not be required to, appoint one or
more Investment Managers to manage the assets of all or any one or more of the
Investment Funds.
(d) Failure to Direct ln the event that an appointed Investrnent Manager shall fail to
direct the Trustee with respect to investrnent ofall or any portion of the cash held in
an Investrnent Fund under its management, the Trustee shall invest such cash in
accordance with the directions ofthe Employer, as maintained by the Recordkeeper.
4.4 Manner and Effect of Directions
Contract # 001 099977
custodian as are deemed necessary or appropriate to effect such delegation. The
Employer represents that all directions given by it in any capacity under this
Agreement, whether to the Trustee or the custodian, shall comply with the terms
of the Plan, this Agreement, and applicable law.
(b)Manner of Direction.Any direction, request or approval of the Employer,
Participants, Beneficiaries, Altemate Payees, Administrator, or any other party to
whom authority to give such directions, requests or approvals is delegated under the
powers conferred under this Agreement (including, without limitation, the
Recordkeeper and its desipees) shall be provided to the Trustee or the Sub-
Custodian in writing, by automated telephone response system, electronic data
transmission (including intemet communications) or such other means of Effective
Communication as is acceptable to the Trustee or the Sub-Custodian, as applicable.
(c)Liabilit-v for Authorized Acts. Ex cept in the event of its own negligence or willful
misconduct, the Trustee shall incur no liability to anyone for any action that it or the
Sub-Custodian as its delegate takes pursuant to a directiorL request or approval
given by the Employer, Participants, Beneficiaries, Altemate Payees, Administrator
or by any other party (including, without limitation, the Recordkeeper and any of its
agents) to whom authority to give such directions, requests or approvals is delegated
under the powers conferred upon the Employer, Participants, Beneficiaries,
Altemate Payees, Administrator or such other party under this Agreement.
4.5 Authorization of Desi snee(s)
The Administrator and the Employer may each appoint one or more designees to act on
thei behalf. Ifa designee (or designees) is appointed, the Administrator or the Employer
shall fumish the Trustee with Effective Communication of the appointment and a specimen
signature of each desigree. The Trustee shall be entitled to rely upon such documentation
until the Trustee receives Effective Communication to the contrary.
Trustee - NE l5
Contract # 001 0999'77
ARTICLE 5
POWERS OF TRUSTEE
5.1 General Authoritr.
In accordance with the directions ofthe Employer, Participants, Beneficiaries and Alternate
Payees, and any Investment Managers as provided in Article 4, the Trustee shall receive,
hold, manage, convert, sell, exchange, invest, reinvest, disburse and otherwise deal with the
assets of the Trust, including contributions to the Trust and the income and profits
therefrom, without distinction between principal and income and in the manner and for the
uses and purposes set forth in the Plan and as hereinafter, described, provided that the
Trustee is authorized to delegate to the Recordkeeper certain of the specific powers listed
below.
5.2 Specific Powers
In the management of the Trust, the Trustee shall have the following powers in addition to
the powers customarily vested in trustees by law and in no way in derogation thereof;
provided, all such powers shall be exercised only upon and in accordance with the
directions of the Participants, Beneficiaries, Altemate Payees, Employer, Administrator and,
to the extent applicable, any duly appointed Investment Managen:
(a)Purchase of Propertv. With an y cash at any time held by it, to purchase or
subscribe for any authorized investment (as defined in Section 5.3) and to retain the
same in tnrst;
(b)Disposition of Property. To sell, exchange, transfer or otherwise dispose of any
(c)
property at any time held by it;
Retention of Cash. To hold cash without interest in administrative accounts for
contribution and distribution processing in such amounts as may be reasonable and
necessary for the proper operation ofthe Plan and the Trust;
(d)Exercise of Owner's Rishts. The Employer acknowledges and agrees that the
Trustee shall not have the right or power to vote proxies appurtenant to securities
that the Trustee holds except as directed by the Employer, Administrator,
Participants, Beneficiaries or Altemate Payees, acknowledges and agrees that
Trustee shall not make any review of, or consider the propriety of, holding or selling
any assets held as Trust Assets in response to any tender offer, conversion privilege,
rights offering, merger, exchange, public offering and./or any proxy action for any of
such assets and agrees not to issue any directions to the Trustee relating to any
corporate event, proxy votes or holding or selling assets held as Trust Assets that are
contrary to or in violation of the terms of the Plan document or this Agreement or
that are prohibited by the lntemal Revenue Code of 1986.
Trustee - NE l6
Contract # 001 099977
(e)Registration oflnvestments. To cause any stoclq bond, other security or other
property held as part of the Trust to be registered in its own name or in the name of
one or more of its nominees; provided, the books and records ofthe Trustee shall at
all times show that all such invesEnents are part of the Trust;
(0 Qualified Pooled Investments. To transfer , at any time and from time to time, all
or any part of the Trust Assets to, or withdraw the same from, any pooled
Investment Fund or group or collective trust, invested in similar Opes of securities
or other investrrents, maintained by a bank or trust company (including, if
applicable, the Trustee) supervised by a state or federal agency, which has been
determined by the Intemal Revenue Service to be a qualified trust or fund exempt
from federal income tax under Code g50l(a) and which has been established to
permit separate trusts qualified under Code $a57(g)( l) to pool some or all of their
funds for investment purposes; to the extent the Trust Assets are invested in such a
pooled fund or grcup or collective trust, the terms of the instrument establishing
such pooled fund or group or collective trust are made a part of this Agreement as
fully as if set forth at lengh herein; the commingling of assets of this Trust with
assets of other qualified participating trusts in such pooled funds or group or
collective trusts is specifically authorized;
(e)Purchase of Contracts. To apply for, purchase, hold, transfeq surrender and
exercise all incidents of ownership ofany life insurance or annuity contract Out not
a conffact for a life annuity unless the Plan provides for the distribution of benefits
in such form) which the Employer directs it to purchase;
(h)Execution of Instruments To make, execute, acknowledge and deliver any and all
documents of transfer and conveyance and any and all other instruments, which may
be necessary or appropriate to carry out the powers herein granted;
(i)Settlement of Claims and Debts. To settle , compromise or submit to arbiration
any claims, debts or damages due or owing to or from the Trust, to commence or
defend suits or legal or administrative proceedings and to represent the Trust in all
suits and legal and administrative proceedings;
Employment of Agents, Advisels andLounsel.To employ suitable agents,
actuaries, accountants, investrnent advisers, brokers, sub-custodians and counsel,
and to pay their reasonable expenses and compensation. Counsel may be counsel to
the Employel and such counsel's advice may be sought on any legal matter
including the interpretation of this Agreement and the Plan. The Trustee shall be
fully protected in acting on advice of counsel to the Employer, if such counsel is
acting on behalfofthe Employer; and
(k)Polyer to do anv Necessan- Act. To do all acts w'hich it may deem necessary or
proper and to exercise any and all powers of the Trustee under the Plan and this
Agreement upon such terms and conditions as it may deem in the best interests of
the Trust.
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0)
Contract # 001 099977
5.3 Authorizedlnvestments
(a)General Definition. "Authorized investment" as used in this Article V shall mean
bonds, debentures, notes or other evidences of indebtedness; stocks (regardless of
class) or other evidences of ownership, in any corporation, mutual investment fund,
investment company, association or business trust: annuity contracts (other than life
annuity contracts); guaranteed income contracts; and savings accounts and
certificates and interest-bearing deposits in any depository institution (including the
Trustee or any affiliate of the Trustee). "Authorized investments" shall not be
limited to that class of investments which are defined as legal investments for Trust
Assets under the laws ofthe state in which the Employer has its principal place of
business or of any otherjurisdiction.
(b)Responsibilitv for Compliance. The responsibility for determining whether any
investrnent of Trust Assets complies with the terms of this Agreement and
applicable law shall lie solely with the Employer, and the Trustee shall have no
responsibility to ascertain whether any investment made at the direction of the
Employer or other authorized person complies with the terms of this Agreement or
applicable [aw. The Trustee's entering into this Agreernent will not be deemed to be
a determination that the investrnent of Trust Assets complies with the terms of this
Agreement.
5.4 Participant Loans.
If provided for by the Plan, loans to Participants shall be granted and administered by the
Adminisrator, provided that the Administrator may delegate some or all responsibility for
granting and administering loans to the Recordkeeper. The Trustee shall distribute cash to
Participants who are granted loans in such amounts and at such times as directed by the
Administrator or the Recordkeeper. The Trustee hereby designates the Administrator
and/or the Recordkeeper as the physical custodian of the promissory notes, responsible
for the safekeeping of the promissory notes and other related documents. The Trustee has
no responsibility to ascertain whether a loan complies with the provisions of the Plan or
applicable law, for the decision ofthe Administrator or Recordkeeper to grant a loarL or for
the collection and repayment ofa loan.
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Contract # 001 099977
ARTICLE 6
ADMINISTRATION
(a)Books and Records. The Recordkeeper generally shall be responsible for
keeping accurate and detailed records of all investments, receipts and
disbursements and other transactions hereunder, including such specific records as
may be agreed upon in writing between the Administrator, Employer,
Recordkeeper and Trustee. All books and records relating thereto shall be open to
inspection and audit, with reasonable advance notice, at all reasonable times
during Recordkeeper's normal business hours by any person or persons designated
by the Administrator, Employer or Employer. The Trustee shall promptly provide
copies of such books or records to any persons designated by the Administrator.
Any inspection shall be subject to all applicable rules of privilege and
confidentiality, thereby excluding any non-relevant material that is privileged,
confidential, proprietary, or subject to third party privacy interests or rights. Any
relevant privileged or confidential information produced or disclosed in an
inspection shall be subject to the confidentiality and use restrictions set forth
herein.
(b)Accountins. Follow ing the close ofeach Plan year of the Plan, or more liequently
as the Trustee and the Administrator may agree, and after the effective date of the
removal or resigntion of the Trustee, the Recordkeeper, on behalf of the Trustee,
will make available to the Administrator and the Employer (and/or their authorized
desigrrees) electronic records setting forth all transactions, including but not limited
to investrnents, receips, and disbursernents effected by it during such yearor during
the period beginning as of the close of the last preceding year to the date of such
removal or resigration. These electronic records will be made available in a timely
manner to permit the preparation of Participant statements or to provide for the
orderly replacement of the Trustee, as the case may be. Except as may be required
by statute or by regulations published by federal government agencies with respect
to reporting and disclosure, as may be required pursuant to the terms ofthe Plan or
this Agreement or as reasonably may be requested by the Administrator, Employer
or Employer, no person shall have the right to demand or to be entitled to any
further or different accounting by the Trustee.
(c)Release. The Trustee shall forever be released and discharged fiom any liability or
accountability to anyone with respect to the propriety of its acts or transaclions
shown in such annual accounting as of the deadline, with extorsion, for the
Employer's filing of any report filed with a governmental entity, with respect to
such period for which the report is filed or, if the Employer is not subject to any
such frling requirement, 60 days from the date the electronic records are made
available except with respect to any acts or transactions as to which the
Administrator or Employel within such 60-day period, files with the Trustee
Effective Communication of disapproval. In the event such Effective
Trustee - NE l9
6.1 Accountinq by Trustee
Contract # 001 099977
Communication of disapproval is filed and unless the matter is compromised by
agreement between the Trustee and the Administrator or the Employer, the Trustee
shalt file its statement covering the period from the date of the last annual statement
to which no objection was made in any court of competent judsdiction for audit or
adjudication.
(d)Valuations The Trustee shall deliver to the Administrator and the Employer (and
their authorized desigrees) such information as may be required or requestd to
permit the Trust Asses to be valued at such other times as the Administrator or
Employer shall deem appropriate. Employer shall designate a party, other than
Trustee, to be responsible for valuations of assets held by a custodian other than
Trustee or Sub-Custodian and any assets held by the Plan for which prices are not
readily available on a nationally recognized securities exchange.
(e)Reliance on Rqgqrdkeeper. The Trustee shall be entitled to rely on the
Recordkeeper and any custodian, other than Trustee or Sub-Custodian, for the
maintenance and provision of all records (including participant loan records)
specified in this Section 6. l.
The expenses incuned by the Trustee in the performance of its duties hereunder, including:
(a) fees for legal services rendered to the Trustee;
(b) compensation ofthe Trustee; and
(c) all other proper charges and disbursements of the Trustee, including all personal
property t.xes, income taxes and other taxes of any and all kinds whatsoever, that
may be levied or assessed under existing or future laws upon or in respect of the
Trust or any money, property or security forming a part of the Trust Assets;
shall be paid by the Trustee from the Trust Assets, and the same shall constitute a charge
upon the Trust Assets, unless the Trustee receives payment ofthe same or any part thereof
from the Employer or otherwise.
To the extent a Participating Employer pays any expenses that are properly payable from the
Trust Assets, the Trustee shall reimburse the Participating Employer from the Trust Assets
if requested to do so by the Participating Employer.
Trustee - NE 20
6.2 Expenses.
Contract # 001 099977
ARTICLE 7
REMOVAL AND RESIGNATION OF TRUSTEE; SUCCESSOR TRUSTEE
7 .l Removal and Resignation
The Employer may remove the Trustee at any time upon 60 days Effective Communication
delivered to the Trustee. The Trustee may resign at any time upon 60 days Effective
Communication delivered to the Employer. In either case, the notice period may be reduced
to such shorter period as the Trustee and the Employer agree upon. The Trustee's removal
or resignation will be effective upon the last day of the notice period or, if later, the
acceptance of the Trust by the successor Trustee. Until the effective date of the
appointnent of a successor Trustee (or the termination of the Trust and complete
distribution of its assets), the incumbent Trustee will have full authority and responsibility
to act as Trustee hereunder.
In any such case, the Employer shall notifu the Trustee of the appointment of a successor
trustee, and the Trustee shall convey and deliver to such successor tmstee all of the Trust
Assets. Within 90 days after any such removal or resigration of the Trustee, the Trustee
shall make a final accounting to the Employer, Administrator and as of the effective date of
such removal or resigrration pursuant to the terms of Section 6.1.
Trustee - NE 2l
7 .2 Final Accounting.
ARTICLE 8
AMENDMENT OF TRUST; TERMINATION OF PLAN
8.1 Amendment of Trust.
(a)Right to Amend. The Employer and the Trustee may by written agreement amend
this Agreement at any time or from time to time, and any such amendment by its
terms may be retroactive. All such amendments will be included in the Trust
Specifi cations Schedule.
(b)Exclusive Benefit.Notwithstanding the foregoing, no amendment shall be made
which would authorize or permit any Trust Assets, other than such assets as are
required to pay taxes and administration expenses, to be used for or diverted to
purposes other than the exclusive benefit of Participants, Beneficiaries or Alternate
Payees, except that this Agreement may be amended retroactively and to affect the
benefits of Participants, Beneficiaries or Altemate Payees if necessary to cause the
Plan and Trust to be or remain exempt from income ta,\es under the Code.
8.2 Termination of Plan.
In the event of termination of the Plaq the Trustee shall continue to hold the Trust, to be
applied and distributed in accordance with the terms ofthe Plan.
Trustee - NE 22
Contract # 001 099977
Contract # 001 099977
ARTICLE 9
MISCELLANEOUS
Except as provided under the provisions of the Plan relating to loans to Participants and to
qualified domestic relations orders and to the extent permitted by law, neither the benefits
payable from the Trust Assets nor any interest in any ofthe assets of the Trust Assets shall
be subject in any manner to the claim of any creditor of a Participant, Beneficiary or
Altemate Payee or to any legal process by any creditor of such Participant, Beneficiary or
Altemate Payee; and neither a Participant nor any Beneficiary or Altemate Payee shall have
any right to alienate, commute, anticipate or assign any right to benefits payable from or any
interest in the Trust, except as provided in the Plan.
9.2 Exclusive Benefit
Except as otherwise provided in the Plan and this Agreement, no part ofthe Trust hereunder
shall be used for or diverted to any purpose other than for the exclusive benefit of
Participants, Beneficiaries or Alternate Payees or the payment of expenses as herein
provided.
The Trustee is not a party to the Plan, and in no event shall the terms of the Plan, either
expressly or by implication, be deemed to impose upon the Trustee any power or
responsibility other than as set forth in this Agreement. In the event of any conflict between
the provisions of the Plan and this Agreement, this Agreement shall be deemed to be
incorporated into and be a part of the Plan. The Trustee shall not be a fiduciary under the
Plan and shall not have the authority to interpret the Plan.
This Trust Agreement along with the Trust Specifications Schedule constitute the entie
Agreement between the parties hereto with regard to the subject matter hereof, and there are
no other agreements or understandings between the parties relating to the subject matter
hereof other than those set forth or provided for herein.
The Employer and Administrator and shall have the right, on behalf of all individuals at any
time having any interest in the Trust, to approve any action taken or omitted by the Trustee.
Trustee - NE li
9.1 Nonalienation of Benelits
9.3 Effect of Plan
9.4 Entire Agreement
9.5 Approval of the Employer.
Contract # 001 099977
9.6 Notices.
Effective Communication may be made to the parties at the addresses listed in the Trust
Specifications Schedule or to such other addresses as may be agreed upon by the parties.
9.7 Liabilitv for Predecessor or Successor
No successor trustee hereunder in any way will be liable or responsible for any actions or
omissions of any prior trustee in the administration of the Trust or the assets comprising the
Trust prior to the date such successor trustee assumes its obligations hereunder, nor will any
prior trustee in any way be liable or responsible for any actions or omissions of any
successor trustee.
9.8 Liabilitv for Acts of Others
The Trustee shall not be liable for the acts or omissions of the Employer, Recordkeeper,
Administrator, Investrnent Manager, Participants, Beneficiaries, Altemate Payees or any
custodian (other than Sub-Custodia4 provided that such liability will be limited to liability
arising from those duties and responsibilities delegated to Sub-Custodian under the services
agreement between Trustee and Sub-Custodian), except with respect to any acts or
omissions of any such party in which the Trustee panicipates knowingly or which the
Trustee knowingly undertakes to conceal, and which the Trustee knows constitutes a breach
of fiduciary responsibility of such party.
9.9 Indemnification.
In the event that the Trustee incurs any liability, loss, claim, suit or expense (including
without limitation attomeys' fees) in connection with or arising out of its provision of
services under this Agreement or its status as Trustee hereundet then the Employer shall
indemnifu and hold the Trustee harmless from and against such liability, loss, claim, suit or
expense, except to the extent such liability, loss, claim, suit or expense arises directly from a
breach by the Trustee of responsibilities specifically allocated to it by the terms of the
Agreement. The Trustee shall hold the Employer and Administrator harmless against any
loss, claim, suit or expense (including without limitation attomeys' fees) incurred as a result
of the Trustee's negligence or a breach by the Trustee of any service covered by this
Agreement. The indemnification provided by this Section shall survive the termination of
this Agreement.
9.10 Controlling Lalv.
This Agreement shall be construed according to the laws ofthe State of Georgia, except to
the extent superseded by any federal law.
Trustee - NE 24
Contract # 001 099977
9.1 I Execution in Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original and all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the Employer and the Trustee have caused this Agreonent to be signed
by their duly authorized officers or representatives as of the day first written above.
EMPLOYER
City of Burlingame
Title:
Date:
TRUSTEE
RELIANCE TRUST COMPA}]Y
Title:
Date:
Trustee - NE z5
Contract # 001 099977
TRUST SPECIFICATIONS SCHEDULE
L The Trust Agreement is amended as follows:
Amendments to Article l:
l.'7 EffectiveCommunication
If to the Employer:City of Burlingame
501 Primrose Road
Burlingame, CA 94010
If to the Plan Administrator:
If to the Trustee:Reliance Trust Company
I100 Abemathy Road, N.E. Suite 400
Atlanta, Georgia 30328 -5 63 4
Attn: Manager, Retirement Strategies Group
I .8 Effective Date means July 1, 2016.
1.9 Employer means City of Burlingame and its successon that adopt the Plan.
I . I 4 !!34 means City of Burlingame Deferred Compensation Plan, as such Plan may be
amended from time to time.
I . I 5 Recordkeeper means Massachusetts Mutual Life krsurance Company, the Plan's duly
appointed recordkeeper and any of their respective agents or assigns, including processing
agents.
l.l6 Sub-Custodian means State Street Bank and Trust ComDany
The amendments to Article I are effective as ofJuly l, 2016.
Trustee - NE 26
Contract # 001 099977
RELIANCE TRUST COMPANY
ERISA 408(b)(2) Fee Disclosure
1[i5 6[scrrmcnt is being plovided pursunt to new regulations adopted bythe Department of I-abor ("DOL')
requiring cenain service providers to emplolee benefit plans that are subject to Tide I of the Emplope
Retircment Income SecurityAct of 1974 @RISA) to provide certain disclosures to their plan cr6tome$.
About ERISA 408(b)(2)
The new rcgulation is issued under section a08(b)(2) of ERISA and requires service pmviders that reasonably
expect to receive $1,@0 or more in compensation, direcdy or indirectly, to disclose information to assist plan
fiduciaries in assessing the reasonableness of the service provi&rs' compensation and potential conJlicr of
interest that may affect the sewice providers' perfomrance.
About Reliance Trust Company
Reliance Tnst Company ('RTC), headquanered in Adanta was founded in 1975 and organized as a bank
and trust company in 1981. RIC provides a full army of financial prodrcs and services to plan fidrciaries,
recodlaeping and third party administraton of retirement plans. Services include: trustee and cutodial
recorrdkeeping, fiduciarysewices, investment and cash managemenq rade clearing and setdement services.
Plan Fiduciary Notifi cation
RTC is a covered service provider as &fined by the ENSA section l08(b)(2) regulation for pur emplope
benefit retirement plan in the capaciry of providing directed trustee services un&r the tnlst agreement )our
brsiness bas execrned wfth RTC
fu a directed tnrstee, RTC is a fiduciary to the plan and resporsible for the propr execrnion of directions,
safekeeping of plan asses and providing periodic trust reponing subiect to the direction of the plan's named
fiduciary, ptan,.l-i"istrator ar:d./or invesuDent menager.
N4assachusetts Munral Life Insurance Co-p*y ("IvlassMutual") and RTC have entered into :rn agreement
pursuant to which RIC provides directed tnrstee services for plans that are serviced by lvlassMutual and
lvlassMunul provides administration services to RIG an4 where appropiate acts as RICs agent for
directed tnrstee administration functions and responsibilhies xsumed by RTC with respect to the plan.
I,IassMutual and RTC are not affiliated The responsibilities and services provided byivlassMunul are
ialeadsd 16 gs ministerial in nature and lvfessMutual does not sewe in a fiduciary capacity with respect to the
plan in this context.
RTC enten into a separate agreemetrt wfth the sponsor of each plan for which RTC provides services.
RTCs fees for hs services are paid bylvlassMraual to RTC out of revenue that ldassMunral receives from its
plan cliens. The fees for RTC services vary based on the qpe of plan serviced by RTC The fee rcceived by
RTC for services provided to plam with no emploler securities is $400 per par per plan and the fee received
by RTC services for plar:s with emplopr securities is $5,000 Fr far per plan- The fees received by RTC are
consi&red indirect compensation because they are paid to RTC out of MassMutual's revenue.
STAFF REPORT AGENDA NO:8h
MEETING DATE: April 18,2016
To:Honorable Mayor and City Council
Date: April 18,2016
From: Carol Augustine, Finance Director - (650) 558-7222
Subject:Adoption of a Resolution of lntention to Levy Broadway Avenue Business
lmprovement District Assessments for Fiscal Year 201G17 and Setting a
Public Hearing for May 16, 2016; and Approving the District's Annual
Report for 2015-16
RECOMMENDATION
Staff recommends that the Ci$ Council:
(1 ) Approve the Broadway Avenue Business lmprovement District Annual Report for Fiscal Year
2015-16;
(2) Adopt a Resolution of lntention to Levy Assessments for Fiscal Yeat 2016-17; and,
(3) Set a public hearing for Monday, May '16, 2016 at 7:00 p.m.
BACKGROUND
The Resolution of lntention to Levy Assessments notifies all businesses within the district of the
City Council's intention to levy the assessments and collect the fees for the district. The public
hearing associated with these actions gives the businesses an opportunity to voice their opinions,
comments, suggestions and concerns directly to the City Council. The date of the hearing is May
16, 2016 at 7:00 p.m.
DISCUSSION
Since the BABID was first established in the 1990s, the Broadway Avenue Business
lmprovement District has operated to promote the businesses in the districl and provide for the
area's physical attractiveness. Each year, the BABID files an annual report of the district's
improvements and activities with the City. For example, the City anticipates an agreement with
the BABID to share the cost of installing in-ground lights as new trees are planted on Broadway,
thus improving the visible appeal of the area. A total of 51 trees will be replanted, starting in the
current fiscal year.
1
The Broadway Avenue Business lmprovement District (BABID) submitted a draft of its annual
report on April 5, 2016. A review of its financial activities through February 29,2016 is included
as part of the report. There are no recommended changes in the boundaries, assessments or
classifications of businesses within the improvement district for the new fiscal year.
Broadway Avenue BID April 18, 2016
Upon approval of the annual report and subsequent to a public hearing on the matter, the City
Council then levies assessments on the businesses in the district for the subsequent fiscal year,
and collects the levies with the annual renewal of business licenses.
The proposed assessment for fiscal year 2016-17 is $26,950, and will be collected with the City's
annual business license renewal process. The funds are fonvarded to the BABID for
expenditures as authorized by the board of directors. Beginning in FY 2016-17, the City will
retain $4,000 annually from the fees in repayment of the initial installation of in-ground lights as
noted above, until the BABID's 50 percent share of this cost has been repaid. The CiV will
continue to cover the expenses associated with the renewal of the BABID. These expenses
include staff time, postage and supplies.
Exhibits:
o Broadway Business lmprovement District Annual Report
r Resolution of the City Council of the City of Burlingame Declaring lts lntention to Renew the
Broadway Area Business lmprovement District, to Establish 2016-17 Assessments for the
Broadway Area Business lmprovement District, and Approving the 201 5-16 Annual Report
o Notice of Proposed Assessments and Public Hearing for the Broadway Area Business
lmprovement District for 2016-17
2
FISCAL IMPACT
RANTS
BROADWNY
!'ILL,IGE
SHOPS
April 5,2016
City Manager
City of Burlingame
c/o Broadway Burlingame Business lmprovement District
1399 Broadway
Burlingame, CA 940'1 0-3422
Dear City Manager:
RE: BID Annual Report and 2016-2017 Budget
The BID proposes no changes in boundaries or assessments.
Budqet outline for fiscal 2016-2017 activities (in oercent of total
revenue):
A) Advertising & BID Events
B) Burlingame Shuftle
C) Streetscape Beautification
D) Website Design and Maintenance
Detail of Funds as of Februarv 28, 2016 (Funds on Hand)
lncome Received
lnterest lncome
Bid Assessment Collected
307o
30o/o
30%
10%
Tota I lncome Received $ 29t51.005
Broadway Business lmProvement District . 1399 Broadwa! Burlingame, California 94010
o'fi
E
$ 18.s3
29.491.52
SER
BROAI}TAY
IlLLAGT
SHOPS
Broadway Burlingame lmprovement District
Schedule of lncome Received and Expenditures - Cash Basis
Forthe Twelve Months Ended February 29,2016
lncome Received
lnterest lncome
Bid Assessment Collected
Total lncome Received
Expenditures
Accounting
Advertising & Promotion
Shuttle Contribution
Bid Events
Bank Service Fees
Streetscape Beautification
Website Design
Miscellaneous
Total Expenditures
Total lncome Received less Expenditures
$ 18.53
29,491.52
910.00
6,338.64
7,500.00
4,122.21
108.41
15,425.14
975.06
57 8.41
35,957.87
$ 16347-82)
Broadway Business lmprovement District . 1399 Broadway, Burlingame, California 94010
29,s10.05
ll
€,tB
BROAIITAY
\'11L,{GT
SHOPS
Broadway Burlingame lmprovement District
Statement of Funds - Cash Basis
As of February 29, 2016
Savings Account - US Bank
Savings Account - Chase Bank
Checking Account - Chase Bank
Tota I $ 30.822.80
Broadway Business lmprovement District .1399 Broad,,!,ay, Burtingame, catilornra 94010
$ 13,894.78
14,706.09
2.226.99
**B
G
RANTS
BROADWAY
VILLdCE
SHOPS
Expe nditures
Accounting
Advertising & Promotion
Shuttle Contribution
Streetscape Beautifi cation
BID Events
Bank Service Fees
Website Design
lMiscellaneous
u 910.00
6,338.64
7,500.00
15,425.14
4,122.21
108.41
975.06
578.41
Tota I Expenditures $ 35.95Zt&Z
Status of Funds as of Februa rv 28. 2016 (Funds on Hand)
Savings Account - US Bank
Checking Account - Chase Bank
Savings Account - Chase Bank
$ 13,894.78
2,226.99
14,706.09
Total $ 30.827.86
lf you have any questions, please do not hesitate to contact me at Nuts
for Candy. (650) 676-7301.
Sincerely,
,e%
John Kevranian
President, BID
Broadway Business lmprovement District . 1399 Broadway. Burungame, California 94010
*
I
[:=-1Ir
RESOLUTION NO.
R.ESOLUTION OF THE CITY COT]NCIL OF THE CITY OF BURLINGAME
DECLARING ITS INTENTION TO LE\ry BROADWAY AVENUE BUSINESS
IMPROVEMENT DISTRICT ASSESSMENTS FOR FISCAL YEAR 2016-17, AND
APPROVING THE DISTRICT'S 2015-16 ANNUAL REPORT
WHEREAS, pursuant to California Streets and Highways Code Section 36500 et seq',
the City Council of the City of Burlingame established the Broadway Area Business
lmprovanent District ("BABID") in 1992 for the purpose of promoting economic revitalization
and physical maintenance of said business district, and
WHEREAS, the BABID Advisory Board has filed its 2015-16 annual report with the
City Clerk; and
WIIEREAS, the BABID has provided important services in enhancing the Broadway
business area, its businesses and properties; and
WHEREAS, at the request of the BABID Advisory Board, the City Council desires to
set and levy the assessments in connection with the BABID for Fiscal Yeu 2016-17.
NOW, THEREFORE, THE CITY COI]NCIL OF THE CITY OF BURLINGAME
DOES HEREBY RESOLVE, DETERMINE, AND FIND AS FOLLOWS:
l. The City Council accepts and approves the 2015-16 annual report of the Broadway
Area Business Improvernent District.
2. The Burlingame City Council intends to levy an assessment for the 2016-17 fiscal year
on businesses in the BABID, as the BABID is described in Ordinance No. 1461, to pay for
improvements and activities of the BABID.
3. The types of improvements and activities proposed to be funded by the levy of
assessments on businesses in the BABID are set forth in Exhibil "A", incorporated herein by
reference; these activities and improvements are without change from those previously
established for the BABID.
4. The method and basis of levying the assessments on the businesses in the BABID and
the amounts of those assessments are set forth in Exhibit "B", incorporated herein by reference;
the method, basis and amounts of the BABID assessments will rernain the same as those levied
in the previous fiscal year.
5. New businesses shall not be exempt from assessment.
1
6. The annual report of the BABID is on file and available at the Office of the City Clerk
at 5 l0 Primrose Road, Burlingame, Califomia, and is available for review during regular
business hours, 8 am to 5pm, Monday through Friday.
7. The City Council ofthe City of Burlingame hereby schedules a public hearing on the
proposed BABID assessments for 2016-17 for Monday, May 16, 2016, ar 7:00 p.m., in the
Council Chambers, Burlingame City Hall, 501 Primrose Road, Burlingame, Califomia.
8. At the public hearing, the City Council will receive testimony and evidence, and
interested persons may submit written comments before or at the public hearing, or they may be
sent by mail or delivered to the City Clerk, Burlingame City Hall, 501 Primrose Road,
Burlingame, CA 94010.
9. At the public hearing, any and all persons may make oral or written protests of this
proposed assessment. In order for a person's protest to be counted in the majority protest against
the proposed assessments or programs and services for 2016-17, the individual must submit the
protest in writing to the City Clerk at or before the close of the public hearing on May 16, 2016.
A written protest may be withdrawn in writing at any time before the conclusion of the public
hearing. Each written protest shall identiff the business and its address, include a description of
the business and state the number of employees of the business. If the person signing the protest
is not shown on the official records of the City of Burlingame as the owner of the business, then
the protest shall contain or be accompanied by written evidence that the person is the owner of
the business. Any written protest as to the regularity or sufficiency of the proceeding shall be in
writing and clearly state the irregularity or defect to which objection is made'
10. At the conclusion of the public hearing, if the City Council determines that there are
of record written protests by the owners of businesses within the BABID which will pay fifty
percent (50%) or more of the total assessments of the entire BABID, as to the proposed
assessments fot 2016-17, the City Council shall not levy any assessment for 2016-17. At the
conclusion of the public hearing, if the City Council determines that there are of record written
protests by the owners of businesses within the BABID which will pay fifty percent (50%) or
more of the total assessments of the entire District only as to a particular improvement or activity
proposed, then that particular improvement or activity shall not be included in the District for the
2016-17 fiscal year.
I 1. Further information regarding the proposed assessments and the procedures for filing
a written protest, may be obtained from the City clerk, Burlingame city Hall, 501 Primrose
Road, Burlingame, Califomia" 650-558-7203.
12. The City Council directs the City Clerk to provide notice of the May 16, 2016 public
hearing by publishing notice as well as this Resolution in a newspaper of general circulation in
the City of Burlingame in accordance with the requirements of the Govemment and Streets &
Highways Codes and mailing them in accordance with those requirements as applicable.
2
Ann Keighran, Mayor
I, Meaghan Hassel-Shearer, City Clerk of the City of Burlingame do hereby certiry that
the foregoing Resolution was introduced at a regular meeting of the City Council on the 18th day
of April, 2016, and was adopted thereafter by the following vote:
AYES:
NOES:
ABSENT:
Councilmembers:
Councilmembers:
Councilmembers:
Meaghan Hassel-Shearer, City Clerk
J
l)
2)
3)
4)
EXHIBIT A
TYPES OF IMPROVEMENTS AI\D ACTIVITIES PROPOSED TO BE FUNDED
BY THE LE\ry OF ASSESSMENTS
Streetscape Beautification, Seasonal Decorations, and Public Arts Programs
a. Seasonal street plantings offlowers.
b. Seasonal flags and banners.
f. Sidewalk enhancement and maintenance.
Business Recruitment and Retention
a. Matching funds for storefront improvement incentive
b. Develop stmtegy to fill commercial vacancies.
c. Small business assistance workshops.
Commercial Marketing, Public Relations, and Advertising
a. Organize special events throughout the year.
Shuttle
Establish a people mover system between the area and the hotel district, to be funded on a
cooperative cost sharing basis.
4
EXHIBIT B
BROADWAY AREA BUSINESS IMPROVEMENT DISTRICT
ASSESSMENT BASIS*
BUSINESSTYPE NO.OFSTAFF** ANNUALASSESSMENT
RETAIL &
RESTAURANT
SERVICE
PROFESSIONAL
FINANCIAL
4+
l-3
$450
$300
3+
t -2
s250
$ 150
3+
1-2
s200
$ 1s0
NA s500
Business Definitions (Burlingame Municipal Code $ 6.52.010):
Retail E Businesses that buy and resell goods. Examples are clothing stores, shoe
stores, ofEce supplies, etc.
tr Selling prepared food and drink.Restaurant
Service
Professional
Financial
E Businesses that sell services. Examples are beauty and barber shops,
repair shops that do not sell goods, contractors, auto shops, etc.
E Includes engineering firms, architects, attomeys, dentists, optometrists,
physicians, realtors, insurance offices, etc.
tr Banks, savings and loans, household finance companies, etc.
5
* ----- Amount shown is annual total
** --- Staffmeans any persons working (full time or full time
equivalency) including owners, partners, managers,
employees, family members, etc.
PLEASE TAKE NOTICE that on May 16,2016 at 7:00 p.m., in the Council
Chambers, Burlingame City Hall, 501 Primrose Road, Burlingame, the City Council of the City
of Burlingame will conduct a public hearing to consider the following:
1. The adoption of a Resolution imposing proposed assessments on businesses in the
Broadway Area Business Improvement District for the 2016-17 fiscal year, the
amounts ofthose assessments, the types of improvements and activities proposed to
be funded by the assessments, and the method and basis oflevying the assessments.
2. Any and all written protests against said assessments.
3. Whether there are written protests to the proposed assessments by the owners of
businesses within the Broadway Area Business Improvernent District which will pay
fifty percent (50%) or more of the total assessments of the entire District.
4. Whether there are written protests to a particular District improvement or activity by
the owners of businesses within the Broadway Area Business Improvement District
which will pay fifty percatt (5070) or more of the total assessments of the entire
District.
The public hearing on the proposed Broadway Area Business Improvement District programs
and the assessments for the 201 6- 1 7 fiscal year is set for !4ey-!.6'2!.!.5 at 108-p.nq., before the
City Council of the City of Burlingame, in the Council's Chambers, Burlingame City Hall, 501
Primrose Road, Burlingame, califomia. At that time, the council will hear fiom any interested
person who wishes to submit written or oral testimony regarding the proposed assessments.
Oral or written protests may be made before or at that public hearing, but no later than the close
of the public hearing. See the Resolution of Intention for information on how protests are made
and what effect protests have.
Further information regarding the proposed assessments may be obtained from the City Clerk at
City Hall, 501 Primrose Road, Burlingame, Califomia 94010 (650-558-7203). Written comments
and/or written protests may be directed to the city council, Burlingame city Hall, 501 Primrose
Road, Burlingame, CA 94010.
NOTICE OF PUBLIC HEARING
TO CONSIDER PROPOSED ASSESSMENTS FOR THE
BROADWAY AREA BUSINESS IMPROVEMENT
DISTRICT FOR FISCAL YEAR 2016-17 AND TO
DETER}IINE WHETIIER A MAJORITY PROTEST HAS
BEEN MADE
The proposed basis for the 2016-17 assessment is the same as that used for the 2015-16 fiscal
year. The purposes, programs and activities to be supported by the proposed assessments are
described in the Resolution of Intention, a copy of which is available for review at the City
Clerk's Offrce, 501 Primrose Road, Burlingame California.
STAFF REPORT AGENDANO: 8i
MEETING DATE: April 18,2016
To:Honorable Mayor and City Council
Date: April 18,2016
From: Carol Augustine, Finance Director - (650) 558-7222
Subject: Notification to SBWMA of the City of Burlingame's Commitment to
Participate in the Franchise Agreement Extension Negotiations with
Recology San Mateo County
Staff recommends that the City Manager submit correspondence to the SBWMA conveying the
City of Burlingame's commitment to participate in the SBWMA-led negotiations to extend the term
of the Franchise Agreement with Recology San Mateo County for Solid Waste Recycling and
Organic Materials Collection Services.
BACKGROUND
The City of Burlingame is one of twelve Member Agencies that comprise the Joint Powers
Authority known as RethinkWaste of the South Bayside Waste Management Authority (SBWMA).
The SBWMA was formed in 1982 to assist its Member Agencies with developing and maintaining
Solid waste management programs, policies, contracts and infrastructure. The SBWMA led the
efforts, which the City of Burlingame participated in, to conduct the first competitive procurement
for solid waste, recycling and organic materials collection services for its member agencies from
2OO5 to 2010, which resulted in the individual Member Agencies executing ten-year Franchise
agreements with Recology San Mateo County (Recology).
Each of the sBWMA Member Agencies, including the city of Burlingame, has a Franchise
Agreement for Solid Waste, Recycling and Organic Materials Collection Services with Recology
San Mateo County (Recology) that started on January 1, 2011, and ends at midnight on
December 31 ,2020. The Franchise Agreements state:
SECTION 3.02 TERM
The Term of this Agreement shall begin on the Effective Date and shall end at midnight on
December 31, 2020, unless earlier terminated, or extended as provided in Section 3.03.
contractor,s obligation to collect solid waste, Targeted Recyclable Materials and organic
Materials shall begin on January 1, 2011 at 12:01 a.m. and shall continue for the
remainder of the Term.
1
RECOMMENDATION
Parlicipation in SBWMA Negotiations with Recology April 18, 2016
SECTION 3.03 EXTENSION OF TERM
During calendar yeat 20'17, the Parties shall meet and confer on the possible extension of
the Term.
The contract exlension decision period was set for a defined period to allow sufficient time if
needed to conduct a competitive procurement process if no contract extension was granted.
Given the size and complexity of the service area it was determined that a three-year period (i.e.,
2018-2020) is needed to complete a competitive procurement process and transition to a new
service provider if appropriate.
DISCUSSION
On January 28, 2016, the SBWMA Board of Directors adopted Resolution No. 20 16-09 approving
the Final Plan and Recommended Process for Supporting Member Agencies with Negotiating a
Potential Franchise Agreement Extension with Recology (Exhibit A - Plan). This Plan prescribes
that each SBWMA member agency that chooses to participate in the SBWMA-led negotiations
with Recology to extend the existing Franchise Agreement must provide notice of its commitment
to participate by April or May 2016.
The Plan anticipates the negotiations with Recology to be concluded by the end of 2016 and the
SBWMA Board of Directors will then consider approving the amended Franchise Agreement(s) at
its January or February Board meeting for the member agencies to consider.
It is important to note that the Franchise Agreement amendmenls negotiated by the SBWMA are
not binding on the City of Burlingame. Nor does the City of Burlingame's commitment to
participate in the SBWMA-led negotiations preclude in any way the City of Burlingame from
negotiating directty with Recology or pursuing its own competitive request for proposals, or other
procurement process- The City is currently distributing notice of an on-line survey to help gauge
the general satisfaction level with Recology services for Burlingame customers.
There is no fiscal impact associated with this action
2
FISCAL IMPACT
Exhibit:
. SBWMA Final Plan and Recommended Process for Supporting Member Agencies with
Negotiating a Potential Franchise Agreement Extension with Recology San Mateo County
Exhibit A
Final Plan and Recommended Process for
Supporting Member Agencies with Negotiating a Potential Franchise Agreement Extension with
Recoloqv San Mateo County
Backoround
Each of the MemberAgencies has a Fnanchise Agreement (Agreement) with Recology San Mateo County (Recology) which
started on January 1, 2011 and ends at midnpht on December 31, 2020. The Agreement(s) include the following provisions
regarding the term of the Agreement and an extension:
SECTION 3.02 TERM
The Term of this Agreement shall begin on the Effective Date and shall end at mdnight on December 31, 2020,
unless earlier terminated, or e(ended as proviled in Section 3.03. Contractois obligation to Collect Solitj Waste,
Taryeted Recyclable Materials and Organic Materiab shall begin on January 1,2011 al 12:01 a.m. and shall
continue for the remainder of the Term.
SECTION 3.03 EXTENSION OF TERi'
During calendar year 2017,lhe Parties shall meet and confer on the possible extension of the Term.
The contract extension decision period prescribed in Section 3.03 was set for a deflned period to allow sufficient timeto
conduct a competitive procurement process if no mntract extension was granted. lt was determined that a three-year perbd
(i.e., 2018-2020) was needed to complete a competitive procurement process and transition to a new servtce provider, if
applicable, given the scope of services, the size and com plexity of the service area, and the lead time required.
Key Assumpt-ons
All MemberAgencies, with the support and assbtance of the JPA, will enter into negotiations with Recology for a
potential extension of their Franchise Agreement beyond 2020. The JPA staff will take the lead in negotiating and
drafting the uniform Fnanchise Agreement amendments that apply across all MemberAgencies, including both
minor/adm inistnative changes and any majorchanges resulting frcm contracl negotiations. Further, upon request, the
JPA staff can assist individual MemberAgencies with negotiating unique Franchise Agreement changes (e.9., if a
MemberAgency has a specifc change in Recology's scope of services unique to their community),
The JPABoard will appoint an adhoc committeeof TAC or desQnated MemberAgency staff to revew the Fmnchise
Agreement amendments negotiated by JPA staff prior to such amendments being brought foruard to the full Board for
consideration. The Board will consider approval ofthe uniform Franchise Agreement changes and makea
recom m endatbn to forward the uniform Franchise Agreements to the individual Mem berAgency goveming bodies
who ultimately approve any changes to their individual Franchise Agreements, including any unique scope items
requested by the MemberAgency.
The JPA staff will take the lead in preparing rate revenue requirement projections, including different scenarios
reflective of potential changes to the Franchise Agreements. JPA staffs work will include building a baseline proforma
modelthat identfres Recology's cunent compensation vs. their actual operating msts (as provided by Recology). The
modelwill also cover other factors such as pass{hrough costs (i.e., mainly processing and disposal costs). Future
pass{hrough costs may be affected by changes to contracts with third party vendors (e.9., Republic Ox Mountain
landfill), Shoreway capital improvement scenarios (per the Long Range Plan), etc. This baseline modelwill be
provkjed to the Board prior to the start of formalcontract negotiations.
SR/I,/MA @D PACKET 01/28/2016 AGENDA IIEM: 5A E(HtsIr A - pl
Also prbr to the start of negotiations, JPA staff with input from the TAC, will prepare a high level analysis of
Recobgy's performance in meeting the Franchise Agreement perform ance standards and meeting the orllinal goals
of the conlractor selection process that resufted in the select'ron of Recology as the service provider. As part of the
performance review, Recology will be requested to prepare its own written self-review.
lf applicabte, the JPA staff will take the lead in developing and managing a collection services contractor RFP and
selection process if directed by the Board, Such a process would be concluded in time to ensure franchised collection
service is proviCed unintenupted afterexpiration of the cunent Franchise Agreements on December3l, 2020.
Timeline
Cunent - Spring 2016 MemberAgency goveming bodies decide whetherto be part of joint effort to negotiate a potential
Franchise Agreement extension with Remlogy. This timeline allows for any Mem berAgencies that
wantto conduct any formal com m unity outreach, if so desired, regarding this decision.
Fall 2015 - Spring 2016 Complete analysb of Recology actual collection costs including building a baseline financial model
to use in future projection of collection costs. This work will include identifying any s(rnificant
variances and how such variances may affect future collection costs.
Feb.2016-June 2016 Analysis of and recommendations forany changes to the scope of coltection services based on the
results of the two collect'ron pilots per the adopted 20'15 Long Range Plan and any cost savings
suggestions developed by JPA staffin collaboration with Recology.
March 2016 Recology com pletes and submitsto JPA and MemberAgencies a self-review in meeting the
Franchise Agreement perform ance standards and meeting the original goals of the conkactor
selection process. This setf-review will include suggestions for any cost savings measures and/or
future improvementsto the cunent collection services noting that not all ofthe Long Range Plan
collection pilots will be completed yet.
JPA staff completes and submits to the Board its high level review of Recology's performance in
meeting the Franchise Agreement standards and meeting the original goals of the contractor
selection process.
April 2016
April / May 2016 Mem berAgency goveming bodies provile confirm ation to the JPA of their intent to participate in
the JPA's process to negotiate an extension of their Fnanchise Agreement with Recology. This
commitmenttothe JPA's process to negotiate an extension with Recology does not preclude
MemberAgencies from pursuing their own concunent competitive procurement process (i.e.,
RFP), nor does it preclude MemberAgenc'es from individually negotiating aspects of their
Franchise Agreements separately with Recology.
S6/\,/MA BOD PACKET 0U2812016 AGENDA ITEFI: 5A E(HIBIT A. P2
o The Recology Franchise Agreement extenslon process outlined in this document does not include the potential
extension to the Shoreway Operations Agreementwhich expires on December 31, 2020. The term extension
provisions of that Agreement allow the JPA unilateral discretion to extend the Agreement for up to three additional
one-year periods on the cunent terms and conditions. Such cunent terms and mnditions are very financially
benelrcial to the JPA as has been discussed at several Board meetings.
Board appoints an adhoc committee ofTAC or desl;nated MemberAgency staff to review
Franchise Agreement amendments negotiated by JPA staff prior to such amendments being
brought foruard to the full Board for consideration This Board action can happen as early as it's
clear (e.9., by April or May)that a m aprity of the MemberAgencies are onboard with pursuing
contract extension talks with Recology
Contract negotiations take place between the JPA staff and Recology representatives. The final
step of this process would be for Recology to submit an overall technical and cost proposal for the
entire service area reflective of the agreed upon changes per the negotiations, Once the proposal
is reviewed and agreed upon then a final document can be brought to the Board for mnsderation.
(This does not preclude MemberAgencies from indivirlually negotiating aspects of their Franchise
Agreements separately with Recology.)
Fall 2016 - Dec. 2016 Completion of future collection cost projections based on negotiated changes to Franchise
Agreement scope of services and other factors such as pass through costs.
Completion of revisions to Franchise Agreements based on negotiated changes with Recology.
Jan. / February 2017 Board consilers and adopts Recology proposal for extension of cunent Franchise Agreements.
This approval would be in the form of a recommendation to MemberAgencies to adopt the
Remlogy proposal and the newly revised and amended Franchise Agreements.
sB\,vMA BOD PACKET 01/28/2016 AGENDA ITEI4: 5A E(HtsIT A'p3
Spring - Fall 20'16
March - Dec. 2017 lndividual MemberAgencies consider approval of contract extension with Recology.
STAFF REPORT AGENDANO: 8j
MEETING DATE: April 18,2016
To:Honorable Mayor and City Council
Date: April 18,2016
From:Nil Blackburn, Assistant to the City Manager - (650) 558-7229
Lisa Goldman, City Manager - (650) 558-7243
Subject: Adoption of the Revised FY 20'16-2017 Goal Setting lmplementation Action
Plan
Staff recommends that the City Council adopt the City's FY 2016-2017 lmplementation Action
Plan that was revised to incorporate the changes recommended during the April 4, 2016 City
Council session.
At that time, the City Council recommended that the IAP be revised to include anticipated
completion dates for tasks that were not considered 'ongoing". ln addition, the Council requested
that staff schedule a future study session to update the methodology and approach to future goal-
setting sessions. Staff has updated the IAP to include anticipated completion dates for tasks.
As a next step in the goal-setting process, staff would like the City Council to review and approve
the revised 2016-2017 lmplementation Action Plan. ln conducting its review, the City Council
should consider budget implications as well as staff availability in the context of their existing day-
to-day operational responsibilities and pOects.
The FY 2016-2017 budget will include funding for the City's day{o-day operations as well as
those projects and action items that the staff anticipates completing in the coming fiscal year. In
the event the City Council seeks to add additional staff resources, project initiatives or consulting
services, funding will need to be allocated away from existing projects or from unassigned fund
balance.
1
RECOMMENDATION
BACKGROUND
The City Council held its annual Goal-Setting Session on Saturday, January 30, 2016. On
Monday, April 4, 2016, staff reported out on the session and presented an updated
lmplementation Action Plan (lAP) that incorporated feedback from the January 30 session.
DISCUSSION
FISCAL IMPACT
,Verl Sleps on Goal Setting for FY 201d2017 April 18, 2016
Exhibit:
Exhibit A - FY 2016-2017 lmplementation Action Plan
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STAFF REPORT
To:Honorable Mayor and City Council
Date: April 18,2016
Nil Blackburn, Assistant to the City Manager - (650) 558-7229
Lisa Goldman, City Manager - (650) 558-7243
Subject:Adoption of a Resolution Approving and Authorizing the City Manager to
Execute an Agreement for Professional Services lncluding Website Design,
Development, lmplementation and Hosting Services Between the City of
Burling ame and Reliance Communications, LLC
From:
Staff recommends that the City Council adopt a Resolution authorizing the City Manager to
execute the attached Agreement for Professional Services between the City of Burlingame and
Reliance Communications, LLC (o/a Civiclive) for the design, development and implementation
of a new City website-
The City's current website became active on November 1, 2006, and was implemented per a
September '19, 2005, service agreement between Vision lnternet Providers, lnc. and the City.
After an original implementation fee of $45,000, the City continues to pay a monthly web hosting
fee of $200. Though functional, the current ten-year-old website lacks the visual appeal and
information architecture to serve as the City's "virtual city hall" for residents, businesses and
visitors.
ln 2015, the City Manager's Office embarked on a mission to deliver a new, intuitive, welcoming,
logical, graphically sophisticated, contenlrich, cost-effective, and fully responsive website to the
community. At that time, per the recommendation of the Civic Engagement Subcommittee
consisling of then-Mayor Terry Nagel and then-Vice Mayor Ann Keighran, staff met with four
dedicated and web-sawy Burlingame residents who are successful professionals in web design
and development. From this group, a core team (RFP Team) consisting of three staff members
and three community expert advisors formed and met regularly over the next several months to
discuss current practices in website design and development; minimum requirements for a new
website; current website analytics; project timelines; the results of a community survey about the
City's website; and necessary vendor qualifications. The team collaborated in the development of
The City of Burlingame's Request for Proposals ("RFP") for Website Redesign, Development,
lmplementation and Hosting Services that was issued on October 30, 2015.
1
AGENDA NO: 8k
MEETING DATE: April '18.2016
RECOMMENDATION
BACKGROUND
DISCUSSION
Professional Seryices Agreeme nt with Civic Live April 18, 2016
As a result of dlscussion among the core team members about their experiences, research and
findings, it was determined that ease of use of a vendor's content management system (CMS)
and customer service and support were primary factors for consideration in the RFP process. A
CMS is a software tool that allows one to create, edit and publish content on a website. Because
of the City's lean staff, decentralized website administration and management, and the need to
share information with the community quickly and efficiently, the City needed to select a simple
and intuitive CMS for its new website.
ln January, the City received 12 proposals in response to its October 30, 2015 RFP. Two were
disqualified for failure to meet the Proposal Submission Requiremenls in the RFP. The remaining
10 vendors' (Ameex, Circlepoint, Civic Plus, Civiclive, Clavax, Gulo, MlG, Revize, Ripe and
Vision) proposals were then distributed to the RFP Team on January 11 for independent review-
On January 21,2016, the RFP Team met to discuss and review its independent findings and
short-listed the following three vendors for the interview phase of the process: Civiclive, Civic
Plus and Revize.
During the week of February 8, 2016, the RFP Team and two additional staff members conducted
two-hour interviews with each of the finalists. ln the weeks that followed, the team independently
accessed and tested the vendors' "sandboxes", or virtual space in which new or untested
software can be run securely. The goal of sandbox testing was to get hands-on experience
testing the usability of the vendors' CMSs. Staff also conducted additional follow-up phone
interviews with a few of the vendors and contacted vendor references.
After a competitive proposal process and thorough review and consideration, the RFP Team
selected Civiclive to be its new website redesign, development, implementation and hosting
provider.
The one-time implementation fee of $57,000 is consistent with the industry averages for this type
of work. One year after implementation of the new website, the City will be charged an annual
hosting and maintenance fee of $9,625, with a free design refresh of the City website after the
fourth year.
FIS AL IMPACT
Year 1
Yeat 2+
One{ime implementation fee
Annual hosting and maintenance fee
$57,000
$ 9,625
2
Exhibits:
. Resolution
. The City of Burlingame Request for Proposals dated October 30, 2015
. Professional Service Agreement
. Exhibit A: Scope of Work
. Exhibit B: City lnsurance Provisions
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME
APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE AN
AGREEMENTWITH RELIANCE COMMUNICATIONS, LLC FOR THE DEVELOPMENT,
IMPLEMENTATION AND HOSTING OF A NEW CITY WEBSITE
WHEREAS, on October 30, 2015, the City issued notice inviting bid proposals for Website
Redesign, Development, lmplementation and Hosting Services; and
WHEREAS, on January 2 1 , 2016, the RFP Team selected three vendors for the interview
phase of the process; and
WHEREAS, after vendor interviews, website testing, and reference checks, the RFP Team
selected Reliance Communicalions, LLC (oia Civiclive) as the most qualified bidder for the job
in the amount of $57,000.
NOW, THEREFORE, be it RESOLVED, that the bid of CivicLive, for said project in the amount
of $57,000 is accepted; and
BE lT FURTHER RESOLVED THERETO that a contract be entered into between the
successful bidder hereinabove refened to and the City of Burlingame for the performance of
said work, and that the City Manager be, and hereby is, authorized for and on behalf of the City
of Burlingame to execute said contract.
Mayor
l, 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
18th day of April, 2016, and was adopted thereafter by the following vote:
AYES: COUNCILMEMBERS:
NOES: COUNCILMEMBERS:
ABSENT: COUNCILMEMBERS:
WHEREAS, on January 8, 2016, the City received 10 qualified proposals; and
City Clerk
BUR LIN GAM E
The City of Burlingame
Request for Proposals ("RFP"):
Website Redesign, Development, lmplementation and Hosting Services
RFP Release Date: October 30, 2015
Revised: November 3, 2015
Proposal Submission Deadline: January 8,2016
City of Burlingame
501 Primrose Road
Burlingame, CA 94010
(650) 5s8-7200
www.burlingame.org
Overview
A. Purpose of this RFP
The City of Burlingame ('the Cit/) seeks a vendor lo redesign its current website and to provide website
hosting seNices. The redesigned website will be the official website of the City and serve as a "virtual city
hall'providing 24, services to residents, business and visitors. The website will maintain its cunent
domain name of y4444.!91[499449419.
The City's goal is to deliver an intuitive, welcoming, logical, graphically sophisticated, content-rich, cost-
effective, and fully responsive website to our community and visitors by the end of 2016. ln addition to an
exceptional product, the City seeks an exceptional vendor - one who is committed to delivering superior
customer service - long after the website launch date and for the duration of the life of the website.
B. Background on the City of Burlingame
The City of Budingame is located on the western shore of the San Francisco Bay approximately '10 miles
south of San Francisco. Situated on an area of six square miles, it is home to nearly 29,000 residents.
The City was incorporated in 1908 and operates under a City Council-Manager form of government. The
City employs over 200 employees and has an operating and capital improvement budget of $99,406,180
for fiscal year 2015-2016. The City has ten operating departments including: City Manager, City Attorney,
City Clerk, Community Development, Finance, Human Resources, Library, Parks and Recreation, Police,
and Public Works. Fire services are provided by the Central County Fire Department, which also serves
the communities of Hillsborough and Millbrae. The Central County Fire Department operates its own
website www.ccfdonline ) and is excluded from the scope of this RFP
C. Current Website
The City contracts with the City of Redwood City for information technology services. Software and
hardware is owned by the City of Burlingame. The cunent website is ten years old. The City uses a
variety of third party and custom software to provide services to the community. The table below lists the
type and number of items currently on the City's website.
Table 1: Content Crrrrent Wehsiie
2
Page 764
2,910lmage Library
Documents 4,'166
5,354Calendar
1,395News
City ofBurlingame Website RFP November 3, 2015
Content Type Number of ltems
Job Postings 't2
Staff Directory 163
Photo Album 3
FAQ 196
Business Directory 't37
Service Directory 24
Total 15,',t24
City ofBurlingame Website RFP November 3, 2015
D. Website Administration and Governance
Site administration is decentralized. The City does not have a dedicated, full-time website administrator.
lnstead, half of the departments have website "power users' that are responsible for posting information
and maintaining deparlment-specific information. The five departments with website power users include
Library, Potice, Parks and Recreation, Public Works, and, Community Development. The five other
departments reply upon a part{ime website administrator to posl news and documents on an as-needed
basis.
With the implementation of a new website and content management system ('CMS"), website
administration will remain decentralized. However, it is the expectation of the City that the new website's
CMS will be so simple and easy to use that the departments that formerly relied on the part-time
administrator for website updates will now be responsible for updating their own content on a weekly,
sometimes daily basis. As such, a simple and intuitive CMS is the primary goal and the primary
evaluation criteria for this RFP.
Despite the City's policy to promote and enhance decentralized website administration with the
implementation of the new website, the cunent part-time website administrato/s role will be expanded to
include website governance and enforcement of the City's style{uide - both of which will be developed
by the City during the website implementation process.
RFP Schedule of Events and Process
A. Schedule of Events
Event
1. City issues RFP
2. Deadline for written questions and comments
3. City issues responses to written questions and comments
4. Deadline for submitting a proposal
Due/End Date
10/30/15
11/13/15 by 3:00 p-m. PST
11120/'15 by 3:00 p.m. PST
01/08/16 0!#0#l€ by 3:00 p.m. PST
3
The'RFP Schedule of Events' listed below identifies the City's best estimate of deadlines and the
schedule that will be followed. The City reserves the right, at its sole discretion, to adjust this schedule as
it deems necessary.
City ofBurlingame Website RFP November 3, 2015
Event
5. City identifies vendors to invite to interviews
6. City schedules vendor inlerviews and presentations
7. City conducts interviews and presentations
8. City identifies finalist
9. City and finalist finalize contract
10. Tentative Burlingame City Council approval
11. Project start date
Due/End Date
0'122t16
01t29t't6
02t12t16
02126116
03125116
04lo4l',l6
04111116
B. RFP Process
The City has included a link to a soft copy of its proposed Service Agreement and lnsurance
Requirements in Attachment A. Because 'redlined' changes and comments, using Microsoft Office's
"track changes' feature, are expected per Section C.14 of the Proposal Submission Requirements below,
the City strongly encourages vendors to share the Service Agreement and lnsurance Requirements with
their legal departments, for review and comment, immediately upon receipt of this RFP.
Vendors may submit questions and comments using Google Sheets by clicking on the following link to
Google Sheets [!]pg/ggg4ll4l9!!!! until 3:00 p.m. PST, Friday, November'13, 2015. The City will do
its best to answer questions about the RFP as soon as possible. However, some questions may require
input from City staff or other individuals, so your patience is appreciated. The City will submit answers to
any outstanding questions no later than 3:00 p.m. PST on November 20,2015. All questions and answers
will be submitted using the above referenced Google Sheets page so that both the questions and
answers are easily viewable by all participating vendors. lt is lhe responsibility of the vendor to check for
any updated comments to the page.
It is the City's wish to have access to vendors' "sandboxes" or demo sites, in order to enable staff to do
simple use case and usability testing during the interview and presentation period.
The City anticipates that interviews and presentations will be in person, last no more than tvvo hours, and
place considerable emphasis on the vendois CMS.
After the final negotiations, the City will make a recommendation to the City Council regarding contract
award. ln the event that the City determines, in its sole discretion, that a satisfactory agreement cannot be
entered into with the finalist vendor, the City reserves the right to enter into contract negotiations with an
altemalive vendor.
Submiftal of a proposal does not guarantee that a vendor will be invited to an interview nor does it
obligate the City to purchase or contract for website and/or related services eilher now or in the future. ln
the evenl that no vendor has submitted what the City deems to be an acceptable proposal, the City
reserves the right to reject all proposals.
4
City ofBurlingame Website RFP November 3,2015
The City's proposal evaluation criteria is outlined below. Only vendors that have submitted the complete
package of Proposal Submission Requirements, in the format requested and with all associated
questions answered, will be considered by the proposal evaluation committee, which consists of three (3)
city staff and three (3) volunteer community members who are experts at website design and
development.
Table 2: RFP Evaluation Criteria
Proposal Submission Requirements
A. Deadline and Delivery
For proposal submissions, please submit six (6) paper copies and one (1) electronic copy in PDF format,
prior to and no later than, 3:00 P.M. PST, +hu+sdayrJanuary#+6 Friday, January 8, 2016 to the
following address:
The City of Burlingame
C/O City Clerk
ATTN: Ms. Nil Blackbum, RFP Coordinator
501 Primrose Road
Burlingame, CA 94010-3997
Phone: (650) 558-7229
Email: nblackbum@burlingame.org
Hard and soft copy proposals received after 3:00 P.M- PST, +h{rrsdeyrJ€fluery +6 Friday, January
8,2016 will not be considered.
For the email submission in PDF format, please indicate "\ /ebsite RFP Submission - [Your Company
namel" in the subiect line. You will receive a reply email confirmation from the RFP Coordinator, upon
receipt of your emailed submission.
5
Ease of use of CMS 400k
Customer service and support; training 200k
Hosting services; security backup and disaster
recovery processes and procedures; and, versioning
and updates
20o/o
Scope of changes to proposed contract 10Yo
Pricing 10%
Evaluation Criteria Weight
City ofBurlingame Website RFP November 3,2015
All other communications conceming this RFP must be submitted in email to the RFP Coordinator, Nil
Blackbum, who will be the sole point of contact for this RFP. The City is not responsible for delayed or
lost e-mail, regardless of the cause. Vendor-initiated contact with anyone else in the City related to the
RFP is expressly forbidden and may result in disqualification of the vendor's bid. Vendors are solely
responsible for ensuring the proposal is received and readable by the City contact prior to the deadline.
The City will not pay any costs associated with the preparation, submittal, or presentation of any proposal
The City reserves the unilateral right to amend this RFP in wfiting at any time. The City also reserves the
right to cancel or reissue all or any part of the RFP at its sole discretion.
Pursuant to the California Public Records Act, Government Code Section 6250 and following, public
records may be inspected and examined by anyone desiring to do so, at a reasonable time, under
reasonable conditions, and under supervision by the custodian oflhe public record. All submitted
proposals are subiect to the Califomia Public Records Act, and may be determined to be public records
subject to disclosure, even if the vendor claims confidential treatment.
B. Content
Proposals must be ordered, presented and labeled using the outline below. Failure to follow the specified
format, to label the responses correctly, or to address all fifteen (15) sections of the outline below may
resutt in the rejection of the proposal. Any information not meeting these criteria will be deemed
extraneous and will not be factored into the evaluation.
1. RFP Checklist
2. Letter
3. References
4. Minimum Site and Service Requirements
5. Content Management System ('CMS")
6. Proiect Timeline and Deliverables
7. ADA Compliance
8. Hosting Services
L Security, Backup and Disaster Recovery Processes and Procedures
10. Training
11. Versioning and Updates
'12. Customer Service
13. Annual Support and Maintenance
'14. Service Agreement
15. Pricing Worksheet
6
Prooosal Submission Outline
City ofBurlingame Website RFP November 3, 2015
C. Detailed Proposa, Submissio n Requirements
1. RFP Checklist (sce lttaehn[€ntBl
2. Letter
Please
a)
b)
c)
d)
e)
f)
s)
h)
i)
Please provide completed RFP Checklist.
provide a standard business letter that briefly addresses or lists the following:
A high-level statement of the vendois credentials to deliver the sewices sought under
this RFP;
Vendo/s legal entity name, Federal Employer ldentification Number (ElN), and form of
business (i.e. Corporation, LLC, etc.);
ldentify if the vendor is a subsidiary of a larger company. lf so, whom?;
ldentify any mergers, acquisitions, or sales of the vendor company within the last five (5)
years (if so, provide an explanation providing relevant details);
lndicate whether vendor or its parent company have any pending court cases, liens or
fi nancial judgments outstanding?;
ldentify whether vendor has filed for bankruptcy or insolvency processing in the last ten
(10) years:
ldentify the location of company headquarters and office, which will support the
implementation;
ldentify all subcontractors responsible for providing any of the outlined requiremenls; and,
Ensure letter is signed by a company officer empowered to bind the vendor to the
provisions of this RFP and any contract awarded pursuant to it.
3. References
Please provide three (3) references, from similar clients, who have launched their website in the
past 24 months and are currently using the vendor's hosting services. For each reference, please
provide the following information:
a) Entity name;
b) Website "hard" launch date:
c) Website URL;
d) Client contact information (name, title, phone, and email); and,
e) Services provided and solutions implemented.
7
City of Burlingame Website RFP November 3,2015
4. Minimum Site and Service Requirements (see Attachment C)
Please confirm vendor's ability to provide the "Minimum Site and Service Requirements' listed in
Attachment C. Please explain any exceptions to the vendor's ability to provide these 'Minimum
Site and Service Requiremenls'.
5. Content Manaoement Svstem (.CMS")
At minimum, please describe:
a) Template system built into CMS;
b) How many template or design pages will be available to the City?;
c) Whether the CMS has flexible templates and layouts;
d) How localization is supported;
e) Template editing and page creation;
f) Type of software documentation to be provided, e.g. manuals, knowledge base or
community forums?; and,
g) Whether the vendor will be able to provide a demo or sandbox site to enable usability
tesling by City staff during the interview and presentation period for this RFP.
6. Proiect Timeline and Deliverables
Please provide:
a) Description of the vendor's implementation methodology and approach;
b) Project schedule that includes all tasks, deliverables, milestones, and resources (both
vendor and City staff required) during each phase of implementation; and,
c) Typical project team structure and qualifications proposed by the vendor for all phases of
the project.
7. ADA Comoliance
Please explain:
1) the steps taken to identify and ensure ADA compliance.
2) availability of accessibility support required by technologies like WAI-ARIA for screen
readers.
8. Hoslino Services
Please describe the proposed hosting services and associated ongoing service level
commitments that ensure a high performing and availability website.
8
City ofBurlingame Website RFP November 3, 2015
9. Securitv. Backuo and Disaster Recoverv Processes and Procedures
Please describe security, backup, version control, restore points and disaster recovery processes
and procedures.
'10. Traininq
Please describe your training plan and timeline. Be sure to address cunent and future training of
lglh cunent and future employees of the City.
1 1. Software Versionino and Uodates
Please describe vendor's strategy for keeping the software and serve(s) cu,rent with changing
technology. lnclude software release and update frequency and procedures to perform updates.
12. Customer Service
Please describe ongoing support processes, procedures and methods. At a minimum, the
descriplion should identify hours of support, methods to access support, after-hours support,
response time commitments, and escalation procedures.
'13. Annual Suooort and Maintenance
Please provide explanation of the software license, vendois annual maintenance program
including any warranties; software versioning and updates and custom development
The proposed legal agreement in Attachment A will serve as the basis for contract negotiations
between the City and the selected vendor. The linal Scope of Work will incorporate, at minimum,
the'Minimum Site and Service Requirements" included in Attachment C. Please submit a hard
and soft copy of the vendor's legal department's "redlined' changes.
The City is seeking a clear and comprehensive understanding of all costs associated with the
planning, design, development, implementation, hosting, and ongoing maintenance of the
proposed website and CMS software. A pricing worksheet has been included in Attachment E
9
14. Service Aoreement and lnsurance Requirements (see Attachment A)
15. Pricino Worksheet (see Attachment E)
City of Burlingame Website RFP November 3, 2015
Unless explicilly stated otherwise, it will be assumed by the City that the following items are
included in the vendor's proposed pricing: software licensing, hardware, any 3rd party solutions,
ongoing support and maintenance, and lravel.
10
City of Burlingame Website RFP November 3, 2015
Attachment A - Service Agreement (A.1.) and lnsurance Requirements (A.2.)
1. Soft copy of the Clty's proposed Service Agreement (A.1.) is available at:
www. bu rlinqam e.oro/websiterf o
2. Soft copy of the City's proposed lnsurance Requirements (A.2.) is available at:
www. burlinoam e.oro/websiterf o
11
Proposal for the City of Burlingame Website Redesign, Development, lmplementation
and Hosting Services
Vendor's Company Name
Vendor's Address
Primary RFP Contact:
RFP Contact's Phone Number:
RFP Contact's Email Address:
The following Proposal Submission Requiremenls are included in this proposal (Please check all that
applv)
Letter
References
Minimum Site and Service Requirements
Content Management System ("CMS")
Project Timeline and Deliverables
ADA Compliance
Hosting Services
Security, Backup and Oisaster Recovery Processes and Procedures
Training
- Versioning and Updates
Customer Service
Annual Support and Maintenance
Legal Agreement
Pricing Worksheet
Meaghan Hassel-Shearer
City Clerk, City of Budingame Date/Time Stamp
12
City ofBurlingame Website RFP November 3,2015
Attachment B - RFP Checklist
A soft copy of Attachment B is available on the City's website at www.burlinqame.orslwebsiterfo
City of Burlingame website RFP November 3, 2015
Attachment C (page 1/5) - Minimum Site and Service Reguirements
A soft copy of Attachment C is available on the City's website at www.burlinsame.orslwebsiterfo
At minimum, the vendor will deliver to the City a new, fully operational website based upon the
following requirements:
Design, layout and content publishing
Fully responsive design, with built-in support for viewing on devices and displays of various
resolutions and sizes, including:
a) Navigation elements and links adapt to device view, via device-friendly menus,
accordions, in portrait and landscape orientations
b) Support tap-based inpuvlinking and swiping (e.9., no hover based navigation on devices)
c) Support high resolution screens such as retina display
d) Device-optimized responsive templates that are laid out and readable on small screens,
vs merely reducing pages
e) Built in optimization and sizing of uploaded images, to serve device-appropriate media
Support for editable, conflgurable banner sliders, carousels, gallery grids, and similar visual displays,
on any page in the site, natively or via 3rd party code libraries. Features include:
a) Unlimited slides
2
b
c
d
e
Control over timing, transitions, duration
Editable texuoverlays
Video support (as backgrounds or inline or via popups)
Examples of such functionality include Layer Slider, Revolution Slider, etc
3. Fully editable emergency banner, including support for HTML, links, and images, with
show/hide/dism iss toggle.
5. RSS and news feeds
6. Dropdown menus and mega-menus, i.e., support for editable, full-width, multi-column menus
including custom HTMUCSS support and imagery.
7. Ability to add/edivupdate pages and content by unlimited number of employees - enabling each
department to update its own portion of the site - with no need for special technical knowledge or
skills
4. Spell-check and grammar correction functionality
13
City of Burlingame Website RFP November 3, 2015
Attachment C (page 2/5) - Minimum Site and Service Requirements
8. Built-in support for customizable templates and template objects
a) Customize layouts via row and columns.
b) Pre-existinglayouts
c) Duplicate/copy existing layouts to other pages
d) Set of insertable objects/blocks such as
1. Text block
2. Separator
3. Social media plugins (e.9., Facebook like, Google+, Pinteresl, Tweettneme)
4. Single image
5. Captions
6. lmage gallery
7. Tabs
8. Accordion
9. lcon10. Button
11. Call to action
12. Video player
13. Google Maps
14. Raw JS
15. Raw HTML
16. Empty Space
17. Custom Heading
18. Forms
9. Allow content editors flexibility in determining size and position of page features such as photographs
10. Enable staff to post various file types on web pages for viewing and/or downloading (e.9. xls, .tif,
.bmp, .jpg, .pdf, etc.)
'l 1. Ability to create and manage document galleries and/or create a taxonomy with categories and tags
in order to organize and publish documents according to subject matter
Navigation and responsive support
'12. Capable of viewing from all major operating systems (i.e. Windows, OSX, iOS, Android, etc.)
13. Ctvls interface works in standards-compliant browsers on major operating systems (Chrome, Safari,
lE, Firefox, on Windows, OS X and Linux)
14. Ability to add, change, and/or delete links between pages and/or to other websites as needed, with no
vendor intervention required
14
City ofBurlingame Website RFP November 3,2015
Attachment C (page 3/5) - Minimum Site and Service Requirements
'15. Ability to reorganize content to different sections of the website/intranet without manually changing
content links. For example, if a page was moved, the site map would update automatically (including
a 301 redirect from the original page).
16. Automatic replication of navigation and menu changes to all related pages with no additional data
entry
17. Consistent navigation on all pages, with the ability to change the delivered menus or navigational
tools by City as needed
SEOiSearch
18- Robust search capability (i.e. Google or similar look, feel and functionality). lncludes:
a) ability to do keyword searches of the content included in PDFS and standard Microsoft office
documents
b) Predictive query completion/suggestions
c) Suggested links
19. Support for custom, canonical URLs which are fully editable with built-in adaptation/redirects to new
URLs when modified.
20. Full access to meta data whereby content editor may access the "back-end' of a post or page and be
able to change a variety of information including: page titles, page URLs, no index, Meta descriptions,
and URL redirects.
21. Built-in SEO optimized site structure with included features such as those found in plugins like Yoast
SEO for WordPress (https://voast.com/wordpress/oluqins/seo/)
22. Ability to have non-live pages masked from Search
WorkflodGovernance
23. "Workflow" or "access control lists" to manage users with different levels of access. For example,
"role based permissions" ensure only certain employees can "publish" or have access to specific
sections.
24. Workflow that includes various statuses. For example, a "pending review" status that generates an
email to an approver prior to publishing. Other statuses may include, "draft", "published",
"unpublished', "pending revievl", etc.
15
City ofBurlingame Website RFP November 3, 2015
Attachment C (page 4/5) - Minimum Site and Service Requirements
25. The CMS handles file storage to maintain historical, existing and future records, press releases and
wilh version control
26. Provide comprehensive audit capability to see lvho is modifying what and when
27. Support for scheduled publishing of pages at future date and time
28. Support for versioning and indexing of content to meet legal and policy-based records retention and
retrieval requirements
29. Provide the ability to archive outdated documents and images
lntegrations/APl
30. CMS has lhe ability for users to paste in the needed code for 3rd party vendors, e.g. email providers
31. Ability to integrate with an email service provider such as Constant Contact or Mailchimp
32. Support for extensibility or API access to the CMS through custom programming, 3d party add-ons, or
plugins, including developer documentation and "How To" guidelines
33. Ability to link and interface with the third party applications listed in Attachment D
34. Social media integration (Facebook, Twitter, lnstagram, Nixle, Pinterest) - News stories can be
posted to one or more Twitter feeds, Facebook pages, and/or other social media as they are posted
to our website
35. lntegration with Google Translate (for one-click website translation), Tag Manager, Analytics and Site
Search.
Calendars
36. Support a citywide master calendar and sub-calendars thal include events, meetings, holidays, etc.
The calendars should allow management from a main calendar and allow for embedding across the
website by contenvsubject matter category. (Example: Embed only scheduled council meetings on
council page)
16
City of Burlingame Website RFP November 3, 2015
Attachment C (page 5/5) - Minimum Site and Service Requirements
37. lnteractive calendar and the ability to suppod calendaring via iCal or similar technology. Will allow
user to import event into own calendar application such as Outlook.
38. Calendar should have the ability to be searchable, share events on social media, have category
filters, have locations (with maps), and include images
39. User ability to sign up for and manage several City related subscriptions
Other services, features and functionality
40. Ability to meet and conform to ADA, Section 508, WCAG and WAI-ARIA accessibility standards
41. Basic maintenance reports. For example, CMS has ability to show/report pages with broken links.
42. Knowledge base and/or community support forums (public facing to the citizens, separate from the
ones provided to the City)
43. Print css file offering printer-friendly page capability
zl4. Allow CMS to be accessible via extemal access - outside of City's internal network.
45. Quality assurance and technology transfer to include final checking and stress testing of the complete
site
46. Full access to the source code
47. Dedicated project manager as single point of contact for duralion of the implementation by phone,
email, and online meeting/video chat, with SLA (service level agreement)for response time and
resolution process.
17
City ofBurlingame Website RFP November 3, 2015
Attachment D - Third Party Applications and Services
The City uses a wide range of third party/custom software to provide services to its citizens and welcomes
the ability to migrate third party applications/features into the base website where feasible. The following
table provides a listing of some lhird party applications and reference sites that exist on our website. This
is not an exhaustive list. The City expects vendor to collect a detailed list, if necessary, during the
.requirements gathering" phase of the pro.iect, in order to ensure that all third party support and reference
sites that will be included in the new site.
ArcGlS Online
(web mapping)
Esri htto://bomaps.maos.arcois.com/home/
http://www2.burlinoame.oro/swrmaster/Sewer Lateral test
results
ln-house
htto://www. burlinoame.oro/index.asox?oaqe=3359Sewer Backwater
certilicates
ln-house
Class registration
(RecEnroll)
Hinde.net htto://burlinqame.recenroll.com/
(integrated with our website via iframe)
Granicus
(Streaming Video
of Council and
Planning Comm.
meetings)
Granicus
httos://www.onli .com/burlinoame/Utility Bill
Presentation and
Payment
l\,4unicipal Codes
and Ordinances
qcode htto://qcode.us/codes/burlinoame/
ln-house httos://www.burlinoame.oro/calendarCity Events
Calendar
Pay Traffic
Tickets
Sl,4 Courts htto://www.sanmateocourt.oro/court divisions/traffic/
httos://www.oticket.com/burlinoamePay Parking Tix Pticket.com
Crimegraphics.co htto://brm.crimeqraohics.com/201 3/default.asoxCrime Reports
and Maps
18
Application /
Funclion /
Feature
Hosted by Location / URL (Click on link for actual URL as text may have
been shorted to fit in table)
htto://www.burlinoame.orq/index.asox?oaoe=1 306
m
Ci of Burlin e Website RFP November 3, 2015
Constant Contact
(Mailing lists)
ln-house
Zoning Codes qcode.com htto://qcode.us/codes/burlinoame/view.oho?tooic=25&frames=on
Passport forms
and information
accessBurlingam
e
See Click Fix https://seeclickfix.com/
(integraled with our website via iframe)
Nixle Nixle httos://local.nixle.com/burli no ame -ool ce-deoartmenU
Twitter https ://twitter.com/Burlinoam eCitv
City Facebook
Page
Facebook https://www.facebook.com/BurlinqameCitvHall
Employment
Opportunities
CalOpps
Fire Jobs FCTC
Burlingame
Neighborhood
Network
Google Sites
Central County
Fire
http ://www. ccfdonlin e. orq/
General Plan Townsquare htto://www.envisionburlinoame.ora/
City Tree
lnventory
htto://www. davevtreeke r.comifkolburlinoameCfu
Burl. Slreet Tree
LiSt
Comcast.net m st.neV-mik am2006/trees/Burli
Burlingame
Library
Foundation
Manifold htto://burlinqameli rvfoundation.oro/
Crime Graphics Sunridge
Accident Report
Sales
Lexis Nexis httos://burlinqameca.oolicereoorts.us/
San Mateo County htto://www. sanmateocourt.oro/court divisions/trafflc/
19
htto ://www.constantcontact.com
State.gov htto://travel. state.qov/contenUoassoorts/en/oassoorts. htm I
City Twitter page
httosJ/www.calooos.oro/orofile aoencv.cf m?id=29
httos://www.f ctconline.oro/
https://sites.oooole.com/site/burlinoameneiohborhoodnetwork/
Davey Treekeeper
htto://brm.crim eoraohics.com/20'1 3/default.asox
Pay a Ticket
City ofBurlingame Website RFP November 3,2015
Attachment E - Pricing Worksheet
A soft copy of the City's proposed Service Agreement is available at www.burlinoame.oro/websiterfp.
Please note there are two (2) tabs in the pricing worksheet. The first tab, "Total Pro.,ect Fees', and the
second tab,'Add-on Services", should both be completed.
20
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF BURLINGAME
AND RELIAI\ICE COMMUNICATIONS, LLC
TIIIS AGREEMENT is by and between Reliance Communications, LLC ("Consultant")
and the City of Burlingame, a public body of the State of Califomia ("City''). Consultant and
City agree:
1 . Services. City wishes to obtain the services of Consultant to desigr, develop, and
implement a new website. Consultant shall provide the Scope of Services set forth in Exhibit A,
attached hereto and incorporated herein.
2. Compensation. Notwithstanding the expenditure by Consultant of time and
materials in excess of said Maximum compensation amount, Consultant agrees to perform all of
the Scope ofServices herein required of Consultant for $57,000, including all materials and other
reimbursable amounts ("Maximum Compensation"). Consultant shall submit invoices in the
amount of$14,250 upon receipt by the City ofeach ofthe following deliverables listed in the
Scope ofServices: (a) project charger and project plan; (b) access to provisioned website; (c)
configured and designed website ready for training; and, (d) acceptance of the final website by
City. Al1 bills submitted by Consultant shall contain sufficient information to determine whether
the amount deerned due and payable is accurate. Bills shall include a brief description ofservices
performed, the date services were performed, the number of hours spent and by whom, a brief
description of any costs incurred and the Consultant's signature.
3. Term. This Agreement commences on fuIl execution hereof and extends for one
year. The term shall be automatically renewed for an additional year on the anniversary date of
the original execution, for a maximum ofan additional four years, unless terminated according to
the provisions of paragraph seven. Consultant agrees to diligently prosecute the services to be
provided under this Agreernent 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 Consultant's 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.
5. Insurance. Consultant, at its own cost and expense, shall carry, maintain for the
duration of the Agreement, and provide proofthereof, acceptable to the City, the insurance
coverages specified in Exhibit B, "City Insurance Requirements," attached hereto and
incorporated herein by reference. Consultant shall demonstrate proofofrequired 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.
Page 1 of6
4. Assignment and Subcontracting. A substantial inducement to City for entering
into this Agreement is the professional reputation and competence ofConsultant. Neither this
Agreement nor any interest herein may be assigned or subcontracted by Consultant without the
prior written approval of City. It is expressly understood and agreed by both parties that
Consultant is an independent contractor and not an employee ofthe City.
6. Indemnification. Consultant shall indemnifu, 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 ofConsultant, its employees, subcontractom, 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 volunteem. It is understood that the duty ofConsultant to indemnifo and hold
harmless includes the duty to defend as set forth in section 2778 of the Califomia Civil Code.
Notwithstanding the foregoing, for any design professional sen ices, the duty to defend and
indemniff City shall be limited to that allowed pursuant to Califomia Civil Code section 2782.8.
Acceptance ofinsurance certificates and endorsements required under this Agreernent does not
relieve Consultant 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 ofsuch damages or claims for damages.
7 . Termination and Abandonrnent. This Agreement may be cancelled at any time
by City for its convenience upon written notice to Consultant. ln the event of such termination,
Consultant shall be entitled to pro-rated compensation for authorized Services performed prior to
the effective date of termination provided however that City may condition pal,rnent ofsuch
compensation upon Consultant's delivery to City of any or all materials described herein. In the
event the Consultant ceases performing services under this Agreement or otherwise abandons the
project prior to completing all of the Services described in this Agreement, consultant shall,
without delay, deliver to City all materials and records prepared or obtained in the performance
of this Agreement. Consultant shall be paid for the reasonable value of the authorized Services
performed up to the time ofConsultant's cessation or abandonment, less a deduction for any
damages or additional expenses which City incurs as a result ofsuch 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, 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, Consultant shall execute appropriate documents to assign to the City the
copyright or trademark to work created pursuant to this Agreernent. Consultant shall retum all
City property in Consultant's control or possession immediately upon termination.
9. Compliance with Laws. In the performance of this Agreement, Consultant shall
abide by and conform to any and all applicable laws of the United States and the State of
Califomia, and all ordinances, regulations, and policies ofthe City. Consultant 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 CallOSHA regulations. If a license or
registration ofany kind is required ofConsultant, its employees, agents, or subcontractors by
law, Consultant warrants that such license has been obtained, is valid and in good standing, and
Page 2 of6
Consultant 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. Consultant warrants and covenants that Consultant 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 ofany applicable state,
local, or federal law. In the event that any conflict of interest should nevertheless hereinafter
arise, Consultant shall promptly notify City of the existence ofsuch conflict of interest so that
the City may determine whether to terminate this Agreement. Consultant further warrants its
compliance with the Political Reform Act (Government Code g 81000 et seq.) respecting this
Agreement.
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 ofthis Agreement be declared by a final decision
by a court or tribunal of competent jurisdiction to be unconstitutional, invalid, or beyond the
authority ofeither party to enter into or carry out, such decision shall not affect the validity ofthe
remainder of this Agreement, which shall continue in full force and effect, provided that the
remainder ofthis Agreement, absent the unexcised portion, can be reasonably interpreted to give
effect to the intentions of the parties.
1 l. Whole Agreement and Amendments. This Agreement constitutes the entire
understanding and Agreement of the parties and integrates all ofthe 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 ofthe 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 Consultant and the
City Manager, and approved as to form by the City Attomey. Such document shall expressly
state that it is intended by the parties to amend certain terms and conditions ofthis Agreement.
The waiver by either party ofa breach by the other ofany provision of this Agreement shall not
constitute a continuing waiver or a waiver ofany 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 offrce ofthe City Clerk is the version of the
Agreement that shall take precedence should any differences exist among counterparts of the
document. This Agreernent and all matters relating to it shall be govemed by the laws of the
Srate of Califomia.
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 ofpersonal service, may be given by (i)
depositing such notice in the United States mail, registered or certified, retum receipt requested,
postage prepaid, addressed to a party at its address set forth in Exhibit A; (ii) transmitting such
notice by means ofFederal Express or similar ovemight commercial courier ("Courier"), postage
paid and addressed to the other at its street address set forth below; (iii) transmitting the same by
Page 3 of6
facsimile, in which case notice shall be deerned delivered upon confirmation ofreceipt by the
sending facsimile machine's acknowledgrnent 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 ofthe notice. Either party may, by written notice, change the
address to which notices addressed to it shall thereafter be sent.
15. Limited Warranty and Limitation of Liability
a. EXCEPT AS EXPRESSLY PROVIDED HEREIN, CONSULTANT
MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR
WARRANTIES, AND PROVIDER EXPRESSLY DISCLAIMS ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
CONSULTANT EXPRESSLY DENIES ANY REPRESENTATION
OR WARRANry ABOUT THE ACCURACY OR CONDITION OF
DATA OR THAT THE SERVICES OR RELATED SYSTEMS WILL
OPERATE LTNINTERRUPTED OR ERROR-FREE.
b. NO CAUSE OR ACTION WHICH ACCRUED MORE THAN TWO
(2) YEARS PRIOR TO THE FILING OF A SUIT ALLEGING SUCH
CAUSE OF ACTION MAY BE ASSERTED UNDER THIS
AGREEMENT BY EITHER PARTY.
c. EXCEPT FOR THE PARTIES, PAYMENT OBLIGATIONS,
NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY
INDIRECT, EXEMPLARY, SPECIAL, PIINITIVE,
CONSEQUENTIAL, OR INCIDENTAL DAMAGES OR LOSS OF
GOODWILL, DATA OR PROFITS, OR COST OF COVER. THE
TOTAL LIABILITY OF CONSULTANT FOR ANY REASON,
SHALL BE LIMITED TO THE AMOLTNT ACTUALLY PAID TO
CONSULTANT BY CITY LINDERTHE AGREEMENT
APPLICABLE TO THE EVENT GIVING RISE TO SUCH ACTION
DURING THE SIX (6) MONTH PERIOD PRECEDING THE
EVENT GIVINC RISE TO SUCH LIABILIry. THE LIMITS ON
LIABILITY IN THIS SECTION SHALL APPLY IN ALL CASES
INCLUDING IF THE APPLICABLE CLAIM ARISES OUT OF
BREACH OF EXPRESS OR IMPLIED WARRANTY, CONTRACT,
TORT (INCLUDING NEGLIGENCE), OR STRICT PRODUCT
LIABILITY, AND EVEN IF THE PARry HAS BEEN ADVISED
THAT SUCH DAMAGES ARE POSSIBLE OR FORESEEABLE.
16. Miscellaneous. Except to the extent that it provides a part of the definition ofthe
term used herein, the captions used in this Agreement are for convenience only and shall not be
considered in the construction of interpretation ofany 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.
Page 4 of6
When the context of this Agreernent requires, the neuter gender includes the masculine,
the feminine, a partnership or corporation, trust orjoint venture, and the singular includes the
plural.
The terms "shall", 'Vill", 'lnust" and "agree" are mandatory. The term "may" is
permissive.
The waiver by either party ofa breach by the other ofany provision of this Agreement
shall not constitute a continuing waiver or a waiver ofany 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.
IN WITNESS WHEREOF, Consultant and City execute this Agreement
CITY OF BURLINGAME
501 Primrose Road
Burlingame, CA 94010
Meaghan Hassel-Shearer
City Clerk
Approved as to form:
CONSULTANT
Reliance Communications. LLC
100 Enterprise Way, Suite 300-A
Scotts Valley, CA 95066
By:
Nate Brogan
Senior VP
Date:
Federal Employer ID Number:
License Number:
Expiration Dale:--
By:
Lisa K. Goldman
City Manager
Date:
Attest:
Kathleen Kane
City Attomey
Page 5 of6
Where any pa(y 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 anployees.
Attachments:
Exhibit A Scope of Services
Exhibit B City Insurance Requirernents
Page 6 of6
Exhitiit a - Scope ofservices
Professional Services Agreement between the City of Surlingame and Reliance Communications, LLC
Exhibit A: Scope of Sen'ices
Ability to deliver the "Minimum Site and Service Requirements" as outlined in Attachment C of The City of
Burlingame's Request for Proposals dated October 30, 2015
Envisioning / Planning
o OnSiteKick-offmeeting
o Define an initial project charter and project plan
Deliverables: P roject charter and project plan - 25% ($14,250) payment ofone time fees
o Provision software license on hosted environment
Delileratrles: Access to provisioned website 25oA (S 14,250) payment of one time l'ees
Document business requirements to ensure clear understanding ofall requirements (Up to 2 days
onsite). Audit of existing content
' Assist in conducting interviews, creating surveys etc.. Work with departments to gather feedback and requirements
Deliverable: Finalized vision s cope document
Designing
o Work with the City to define the Graphic Design and Information Architecture hierarchy
Deliverable: Inlormation architecture dia gram
o Workflow design that will allow City to automate intemal processes and cater to your organization's
needs.
o Create the wireframes and design mockups will include the look and feel, and layout for the home
page, landing pages and sub-page templates
Deliverable: Wireframes and mockups for home page, landing pages and subpages
o 100% Civiclive design guarantee to work on City's design until it is 100% happy with it.
o Free site redesign after every 4 years.
Confrguring / Developing
o Configure the site based on the requirements
o Complete SitePublish CMS software configuration (including Social Media setup and configuration)
o lmplementation of desigrr templates
o Integration of desired 3d party software (including Google integration)
Deli ble: Conli gured and designed website ready for training - 2570 (S14,250) payrnent ofone
time l'ees
Training
o Provide training documentation on the CMS softrvare: user manuals, videos, and access to online
resources
o Conduct 2 days onsite softivare training
p to 2 days of onsite training
o
Deliverable: U
Page 1 of 3
Exhi6itA-scope of services
Professiooal services Agreement between the city of gurlingame and Reliance Communiaationt LIC
Deliveratrle: Acc eptance of final website - 25% ($14,250) payment of one time fees
o Coordinate support introduction and suppon kick-offmeeting
o Finalized project documents
IN SCOPE FOR CITI'OF BURLINGANIE
Envisioning / Planning
o Kick-off Meeting
o Review the initial project charter and project plan
o Work with Civiclive to define the business requirements. Provide Civiclive with look and feel information to aid the graphic design work. Provide Civiclive with the information architecture hierarchy. Sign-offon informationarchitecturehierarchy
o Work with Civiclive to review and provide feedback on the graphic design
o Sign-offon the graphic desigl template acceptance
Der.eloping
o Siga-off on implementation of the graphic design template feedback
o Sign-offon graphic design template acceptance
Stabilization
o Attend software training
o Suppon Civiclive during the contenl migration to populate content
o Coordinate content mieration review exercises
Deployment
o Sign-off on acceptance - Go-Live
o Participate in support kick-off meeting with support manager and customer engagement manager
Migrating
o Migrate the content from the old site to the new site in accordance with the content audit
o Migration ofinitial 20 pages for review
o Make required adjustment to the content pending the results ofthe content review
o Completion of desired website content migration
Deliverable:Migration ofall content (regardless of number of"units") on City's public site content at
no additional cost-
Stabilizing
o A stable, internal beta launch of nrvw.burlingame.org
o Civiclive quality assurance and technology transfer
o Completed Civiclive QA and Burlingame staffuser acceptance period
Deliverable: Website read y for UAT and Launch
Deployment
o Launch production system after content review procdures
Page 2 of 3
Exhiut A - Scope ofServices
Professional SeNices Agreement between the City of Burlingame and Reliance Communicationt [tC
}.I,,I,-S
. One-Time Implementation Fee $57,000
o Annual Software-as-a-Service Fee $9,625+
. AddOn and Optional Service Fees
(Included on pages 6l-62) of Civicl-ive's Website Redesign & Development Project Proposal submitted
January 8, 2016
*CivicLive's Annual Softw are-as-a-Sen'ice (SaaS) Fee incl udes the following sen'ices:
o Enterprise-grade date protection and unlimited storage space and bandwidth website hosting servrces
for rrlrv.burlin game.org
o SitePublish CMS Software version upgrades & maintenance
o Unlimited access to Civiclive technical support
o Unlimited-User SitePublish CMS software license
o Desigrr refresh of n rvrv.burlingame.org at the end of contract year #4
The initial Annual Hosting, Maintenance & Support Term is effective as ofthe contract execution date, and
will remain in force for twelve (12) months ("Contract Year l").
This annual fee will not be charged/invoiced until twelve (12) months following contract execution, upon
expiration ofthe initial Annual Hosting, Maintenance & Support Term ("Contract Year 2").
Page 3 of 3
Exhibit 8: City lnsurance Requirements
Professional Services Agreement between the City ot EurlinSame and Reliance Communications, l-LC
Exhibit B: City Insurance Requirements
Contractor shall procure and maintain for the dtration of the contract 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 and the results ofthat work by the Contractor, his agents, representatives, employees or
subcontractors.
Minimum Scope of Insurance
Coverage shall be at least as broad as:
I . Commercial General Liability (CGL): tnsurance 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. Ifa general aggregate limit
applies, either the general aggrcEate limit shall apply separately to this project/location or the
general aggregate limit shall be at least $2,000,000.
2. Automobile Liability: ISO Form Number CA 00 0l covering any auto (Code l), 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 bodity injury and property damage.
3. Workers' Compensation insurance as required by the State of California, with Statutory Limits,
and Employer's Liability Insurance with limit ofno less than $1,000,000 per accident for bodily
injury or disease.
4. Professional Liabitity (Errors and Omissions) Insurance appropriate to the Contractor's
profession, with limit no less than $1,000,000 per occurence or claiq $2,000'000 aggegate.
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.
Other Insurance Prorisions
The insurance policies are to contain, or be endorsed to contain, the following provisions
Additi onal Insured St atu s
The City, its officers, oflicials, employees, and volunteers are to be covered as insureds on the auto
policy with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on
behalf of the contractor and on the general liability policy with respect to liability arising out of work or
operations performed by or on behalf ofthe Contractor including materials, parts or equipment furnished
in connection with such work or operations. General liability coverage can be provided in the form ofan
endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10, 1l 85 or both CG 20
10 and CG 20 37 forms if later revisions used).
Page I of2
Primary Coverage
For any claims related to this contract, the Contractor's insurance coverage shall be primary insurance
as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance
maintained by the City, its officers, officials, employees, or volunteers shall be excess ofthe Contractor's
insurance and shall not contribute lvith it.
€xhibit B: City lnsurance Requirements
Professional Services ASreement between the City of Bu.lingame and Reliance Communications, LLC
Waiver of Subrogation
Contractor hereby grants to City a waiver ofany right to subrogation which any insurer ofsaid Contractor
may acquire against the City by virtue of the payment of any loss under such insurance. Contractor
agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this
provision applies regardless of whether or not the City has received a waiver of subrogation endorsement
from the insurer.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declarcd to and approved by the City. The City may
require the Contractor to purchase coverage with a lower deductible or retention or provide proof of
ability to pay losses and related investigations, claim administration, and defense expenses within the
retention.
Acc eptability of Insuren
Insurance is to be placed with imurers with a current A.M. Best's rating of no less than A:VII, unless
otherwise acceptable to the City.
Claims Made Policies (note - should be applicable only to professional liabilig, see below)
Ifany ofthe required policies provide claims-made coverage:
I . The Retroactive Date must be shown, and must be before the date of the contract or the
beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5)
years afier completion of the contact o;f work
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form
with a Retroactive Date prior to the contract effective date, the Contractor must purchase
"extended reporting" coverage for a minimum ofy've (5,) years after completion ofwork.
Special Risks or Circumstances
City reserves the right to modifu these requirements, including limits, based on the nature of the risk,
prior experience, insurer, coverage, or other special circumstances.
Page 2 of 2
Nortce of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except after
thirty (30) days' prior written notice (10 days for non-payment) has been given to the City.
Verifi catio n of C overage
Contractor shall fumish the City with original certificates and amendatory endorsements or copies ofthe
applicable policy language effecting coverage required by this clause. All certificates and endorsements
are to be received and approved by the City before work commences. However, failure to obtain the
required documents prior to the work begiruring shall not waive the Contractor's obligation to provide
them. The City reserves the right to require complete, certifred copies of all required insurance policies,
including endorsements required by these specifications, at any time.
AGENDA lTEl,, NO: 9a
STAFF REPORT MEETING DATE: April 18,2016
To:Honorable Mayor and City Council
Date: April 18, 20'16
From: William Meeker, Community Development Oirector - (650) 558-7255
Subject:Consideration of Amendments to Chapter 3 (Land-Use) of the Burlingame
Downtown Specific Plan, Amendments to Setback Standards ln the Howard
Mixed Use (HMU), Myrtle Mixed Use (MMU), Bayswater Mixed Use (BMU),
and California Drive Auto Row (CAR) Zoning Districts as Referenced in
Chapters 25.33, 25.34, 25.35 and 25.38 (Respectively) of Title 25 of the
Burlingame Municipa I Code (Zoning Ordinance)
ECOMMENDATIO
The City Council should
1. Request the City Clerk to read the title of 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. 25.33 HMU (HOWARD MIXED USE), 25.34 MMU (MYRTLE
MIXED USE), 25.35 BMU (BAYSWATER MIXED USE), AND 25.38 CAR
(CALIFORNIA DRIVE AUTO ROW) DISTRICT REGULATIONS, REVISING
SIDE SETBACK REQUIREMENTS
By motion, waive further reading and introduce the proposed ordinance
Conduct a public hearing on the proposed ordinance.
Following closure of the public hearing, discuss the proposed ordinance and determine
whether to bring it back for adoption at a future meeting.
Direct the City Clerk to publish a summary of the ordinance at least five days before
proposed adoption.
lf introduced, the ordinance, along with a resolution verifying that the actions of the City Council
are in compliance with the provisions of the California Environmental Quality Act (CEQA) and a
resolution memorializing the amendments to the Downtown Specific Plan, will be presented for
adoption at the May 2,2016 regular meeting of the City Council.
2
3
4
5
1
'HMU, MMU, BMU and CAR Side Setbacks and DSP Amendments April 18, 2016
While the City is engaged in an update of its General Plan that could lead to amendments to its
various specific plans (including the Downtown Specific Plan), that process is still in early
stages. The full process to update both the General Plan and Zoning Ordinance is expected to
take two to three years. Meanwhile the City Council may wish to consider potential amendments
to the Downtown Specific Plan and associated chapters of the Burlingame Municipal Code if
they are relatively minor but still consistent with the overall vision, goals, and policies of the
Specific Plan. More substantial amendments representing more significant changes to the goals
and policies of the plan (should any be proposed) will occur as an outcome of the General Plan
Update.
Key to consideration of proposed specific plan and zoning changes is to ensure that property
owners retain rights provided under the current standards, while ensuring that the changes in
zoning provide greater direction in terms of providing compatibility with existing residential uses.
Properties in the Bayswater Mixed Use, Myrtle Mixed USe, Howard Mixed Use, and California
Drive Auto Row districts do not have specified side setback standards. The lack of side setback
requirements would allow a new building to be built on the property line with a zero setback. The
intent of the standard was to promote a development pattern more characteristic of a downtown
district, where buildings are typically built to the property lines. The standard was also intended
to correct instances where existing buildings with nonconforming setbacks would become
conforming, thereby more easily allowing those buildings to be maintained and improved.
When lhe Specific Plan was drafted, the expectation with the zero-setback standard was that if
there were potential conflicts with adjacent existing uses, the matter could be reconciled through
the Planning Commission's rigorous design review process. However in practice it has created
uncertainty for applicants and adjacent property owners alike, particularly where there iS an
interface with existing residential uses. The potential conflicts between existing residential uses
and new commercial or mixed use buildings appear to be of greatest concern in the Bayswater
and Myrtle Mixed Use districts since these areas consist of a variety of land uses and building
scales. However there could also be some instances of conflicts in the Howard Mixed Use and
California Auto Row districts.
A potential resolution for this issue could be to apply the City's existing R-3/R-4 side setback
standards to the edge(s) of a new project that abut an existing residential use. Side setbacks in
the R-3 and R-4 zones vary from 3 feet to 7 feet depending on lot width, and increase one foot
for each floor above the first floor. For condominiums, the minimum side setback is 5 feet. Table
2
BACKGROUND
The Downtown Specific Plan was adopted in October, 20'10. Since that time, reviews of
proposed projects and inquiries from potential applicants have identified particular aspects of
the development regulations that create challenges for applicants or neighboring properties. Of
those, one that has caused particular concern has been setback standards in mixed use
districts creating potential conflicts with existing residential uses.
DISCUSSION
'HMU, MMU, BMU and CAR Skla Sefbacks and DSP Amendments April 18, 2016
1 (below) outlines setback zoning regulations for the mixed use zones and the R-3/R-4 zones.
This approach would also be consistent with standards that applied prior to the implementation
of the Downtown Specific Plan, when the areas were zoned C-1. At that time residential projects
in the C-1 district were required to adhere to the R-4 development standards. Setbacks that
were not abutting existing residential could revert to the zero-setback standard.
TABLE 1: SETBACK STANDARDS COMPARISON
No minimum No minimumCalifornia
Auto Row
(cAR)
. No minimum. Minimum of 60% of structure
shall be located at front
property line
El Camino Real - minimum
20 feet
Front - minimum 10 feet
(except El Camino Real
properties)
20 feetBayswater
Mixed Use
(BMU)
No minimum, except
properties with side
setbacks along El
Camino Real
No minimum, excepl
properties with rear
setbacks along El
Camino Real
Howard
Mixed Use
(HMU)
El Camino Real - 10 foot
build{o line along El Camino
Real: minimum of 60% of
structure shall be located at
the build{o line
Front - no minimum (except
El Camino Real properties);
minimum of 60% of structure
shall be located at front
property line
Minimum of 10 feet No minimum 20 feetMyrtle Mixed
Use (MMU)
3
Zone Front Setback ; side Setback i Rear Setback
No minimum
HMU, MMU, BMU and CAR Side Setbacks and DSP Amendmenls April 18, 2016
Side Setback Lines
(in feet). Lots 42' wide or
less = 3o Lots wider than
42', but less than
51'= 4o Lots 51' wide or
more, but less
than 54' = 5. Lots 54' wide or
more, but less
than 61' = 6. Lots over 61'
wide and over =
7
Rear Setback Lines
(in feet). 1and2story=
15. More than 2
stories = 20
Minimum 15 feet from lot front
ll 40o/o or more of frontage upon
one side of a block is developed
with structures the front setback
Iine for any new structure shall
be the average of the actual
front setback of such existing
structures, if such average
exceeds 15 feet. Such
measurement shall be to the
front wall or to any projection of
the existing structure.
The minimum side and rear setback lines
shall be as follows; if front and rear lot lines
are unequal their average shall be the width
at the midpoints of the 2 side lot lines:
. Minimum side setback for condominium
developments shall be 5 feet.. The side setback requirement shall be
increased one foot for each floor above
the first floor.. The exterior side setback for any
dwelling on a corner lot shall be 7 lz feel
for a building of 2 stories or less and
increase one foot for each additional
story.. A public building, church, library,
museum or other similar use, either
governmental or private, shall be set
back at least ten ( '10) feet from all lot
lines.
Front setbacks on certain
streets:o There shall be a minimum
front setback of 10 feet on
all buildings constructed on
lots which front on Primrose
Road, between Howard and
Bayswater Avenues. There
shall be a minimum setback
of20 feet on all buildings
constructed on El Camino
Real.
R-3 and R-4
Planninq Commission Review: The Plannin g Commission reviewed the mixed use setback
standards as a study ltem at its July 27 , 2015 meeting, and as an action ltem at its October 26,
2015 and January 25,2016 meetings. ln the meetings there was general consensus that
applying the city's adopted R-3/R-4 side setback standards to the edge(s) of a new project
abutting an existing residential use could have merit and should be recommended to the City
Council (see Planning Commission meeting minutes excerpts, attached). This would require
amendments to Table 3-2 in the Downtown Specific Plan, as well as amendments to Chapters
25.33, 25.34, 25.35, and 25.38 of the Burlingame Municipal Code. The amendments
recommended by the Planning commission are shown below (amendments are shown in
):underlined italic
4
Zone Front Setback Side Setback I Rear Setback
.HMU, MMU, BMU and CAR Side Sefbacks and DSP Amendments Apnl 18, 2016
Chapter 25.33 HMU (HOWARD MIXED USE) DISTRICT REGULATIONS
25.33.060 Setbacks and Build-To Lines.
chapter 25.34 MMU (MYRTLE ROAD MIXED USE) DISTRICT REGULATIONS
25.34.060 Setbacks.
(a) Front. There shall be a minimum front setback of ten (10) feet.
(b) Side. There shall be no minimum side setback, except for properties with an existino
residential use on the abufti,Drooerlv.
Rear. There shall be a rear setback of twenty (20) feet(c)
ft)R-3 srde setback standards Gee Section 25.za.0T shall aoolv to DroDertv lines ) with
an ex residential use on the abuttinq et7v.
Chapter 25.35 BMU (BAYSWATER MIXED USE) DISTRICT REGULATIONS
25.35.060 Setbacks.
(a) El camino Real Setback. There shall be a minimum twenty (20) foot setback along El
Camino Real.
(b) Front. With the exception of properties with El camino Real frontage, there shall be a
minimum front setback of ten (10) feet.
(c) Side. There shall be no minimum side setback, except propefties with side setbacks
alono El Camino Real for oroperties 'ith an existina residential use on the abuttino eftv.
(d)
b)
Rear. There shall be a rear setback of twenty (20) feet.
R-3 srde setback standards (see Section 25,28.075t shall aDDlv to Dropertv ls) with
an ex residential use on the a buttinq efty.
Chapter 25.38 CAR (CALIFORNIA DRIVE AUTO ROW) DISTRICT REGULATIONS
25.38.060 Setbacks and Build'To Lines.
(a) The front wall of the first story of any structure shall have no minimum front setback, and
a minimum of sixty (60) percent of the structure shall be located at the front property line.
(b) There shall be no minimum side or rear setback, except R-3 s/de sefback sfardards rsee
Section 2 5.28.07$ shall ap on the
abuttinq propeftv.
Dlv to DroDertv li,(d with an e nq re sidential u
5
(a) El Camino Real. There shall be a ten (10) foot build{o line along El Camino Real. A
minimum of sixty (60) percent of the structure shall be located at the build{o line.
(b) Except for properties fronting on El Camino Real, the front wall of the first story of any
structure shall have no minimum front setback, and a minimum of sixty (60) percent of the
structure shall be located at the front property line.
(c) There shall be no minimum side or rear setback, except properties with side or rear
setbacks along El Camino Real.
(dl R-3 side setback standards (see Section 25.28.07$ shall applv to propertv fines(d with
an existina residential use on the abuftino Dropeftv.
HMU, MMU, BMU and CAR Sicle Setbacks and DSP Amendmen,s Apnl 18, 2016
Corrcction of Downtown Specific Plan Errors: The review of the side setback
standards also identified some "scrivener's errors" that have been discovered in the Downtown
Specific Plan. Table 3-2 of the Downtown Specific Plan includes the following inconsistencies
with the conesponding zoning standards:
The R-3 and R-4 standards shown indicate a side setback of 10 feet. However these
standards were not included in the zoning code amendments that were prepared to
implement the Downtown Specific Plan in 201 1 , and staff believes the R-3/R-4 side
setback standards as shown on Table 3-2 were an error, particularly because they apply
to areas of the downtown that were already zoned R-3/R-4 and for which the expectation
was the development standards would not be changing.
The Myr e Mixed Use standards do not indicate a rear setback. However Chapter 25.34
of the zoning code indicates a rear setback of 20 feet. Given that the specific Plan
describes the Myrtle Mixed Use zone as "a buffer between the downtown commercial
district and the residential neighborhoods to the east" staff believes the lack of a rear
setback standard in Table 3-2 was an error'
These inconsistencies have been discovered through pre-application review of proposed
projects in the respective districts. Staff believes these to be "scrivener's errors," defined as a
clerical enor in a document. These errors may be corrected at the same time as amendments to
the Downtown Specific Plan for mixed use district side setback standards. The exhibit below
indicates the scrivener's errors on Table 3-2:
T,{ELE 3-2 - DE\ELoPM E f,_T STA,\D-{RDS
Ci G.,-)'-.=)
N,"\ I
CL'F)
C6bdlgrE6 (.&ti6ul f.&EF@tgS..dubnelStl !h*eih'F"td'*s $a@rlEgh [4 e, -
.AreLGEUt*S...,#-rh.@En&.rh'.dta-i.E 'Bthr+!.6..3..Ez.r!'iLd.lEiEn.psrc
la.di-i6Fa.L.dE.'Brd.'sitt-
,rd i -d-" lqd b, sd.,:r LrsE qB rth 6!lq EE
6
l
,**,, I n*" i
D,i,q/ -{"- ; c.r.*;. In* I D;r! I
i c----.u I
HMU, MMU, BMU and CAR Side Setbacks and DSP Amendments Apil 18, 2016
None
Exhibits
FISCAL IMPACT
Proposed Ordinance
Downtown Specific Plan - Planning Areas
Planning Commission Meeting Minutes - January 25,2016
Planning Commission Meeting Minutes - October 26, 2015
Planning Commission Meeting Minutes - July 27, 2015
7
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BURLINGAME
AMENDING TITLE 25 OF THE BURLINGAME MUNICIPAL CODE (ZONING
oRDtNANCE) C.S.2s.33 HMU (HOWARD M|XED USE),25.34 MMU (MYRTLE
MtxED USE),25.35 BMU (BAYSWATER MIXEO USE), AND 25.38 CAR
(CALIFORNIA DRIVE AUTO ROW) DISTRICT REGULATIONS REVISING
SIDE SETBACK REQUIREMENTS
The City Council of the City of Burlingame hereby ordains as follows
Division 1. Factual Background
WHEREAS, Title 25 of the Burlingame Municipal Code (Zoning Ordinance), Chapter
25.33 (Howard Mixed Use), Chapter 25.34 (Myrtle Mixed Use), Chapter 25.35 @ayswater
Mixed Use), Chapter 25.38 CAR (California Drive Auto Row) zoning classifications currently do
not require a side setback from adjacent properties.; and
WHEREAS, the lack of a required setback in these zoning classifications would permit
new slructures to be placed up to the side property line of ad,iacent sites developed with
residential uses, and could negatively impact the use and enjoyment of these existing
developed residential properties; and
WHEREAS, the Burlingame Planning Commission considered amendments to the side
setback requirements for the HMU, MMU, BMU, and CAR zones at public hearings held on July
27 , 2015, October 26, 201 5 and January 25, 2016; and
WHEREAS, following a duly noticed public hearing on January 25, 2016, the Burlingame
Planning Commission recommended that the side setbacks within the HMU, MMU, BMU, and
CAR zoning classifications be amended to require side setbacks to enhance the compatibility
between new development within the zones and existing residential land uses on adjacent
properties; and
WHEREAS, the City Council of the City of Burlingame conducted a duly noticed public
hearing on April 18, 2016 at which it considered the Planning Commission's January 25,2016
recommendation regarding side setbacks in the HMU, MMU, BMU and CAR zoning
classifications; and
WHEREAS, after considering all written and oral testimony presented at the April 18,
2016 public hearing regarding the proposed amendments, the City Council introduced an
ordinance, by title only, waiving further reading.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BURLINGAME DOES
ORDAIN AS FOLLOWS:
Division 2. The Burli ngame Municipal Code, Title 25 - Chapters 25.33 Howard Mixed Use
(HMU), 25.34 Myrtle Mixed Use (MMU), 25.35 Bayswater Mixed Use (BMU), and 25.38
California Drive Auto Row (CAR) are amended as follows (amendments are shown in italics):
1
oRD|NANCE NO. _
Chapter 25.33 HMU (HOWARD MIXED USE) DISTRICT REGULATIONS
25.33.060 Setbacks and Build-To Lines.
(a) El Camino Real. There shall be a ten (10) foot build{o line along El
Camino Real. A minimum of sixty (60) percent of the structure shall be located at the
build{o line.
(b) Except for properties fronting on El Camino Real, the front wall of the first
story of any structure shall have no minimum front setback, and a minimum of sixty (60)
percent of the structure shall be located at the front property line.
(c) There shall be no minimum side or rear setback, except properties with
side or rear setbacks along El Camino Real.
(d) R-3 slde setback standards (see Secfion 25'28.075) shall apply to
property lines(s) with an existing residential use on the abufting property.
chapter 25.34 MMU (MYRTLE ROAD MIXEO USE) OISTRICT REGULATIONS
25.34.060 Setbacks.
(a) Front. There shall be a minimum front setback of ten (10) feet.
(b) Side. There shall be no minimum side setback, except for properties with
an existing residential use on the abufting property.
(c) Rear. There shall be a rear setback of twenty (20) feet.
(d) R-3 srde setback sfandards (see Secfrbn 25'28.075) shail apply to
property lines(s) with an existing residential use on the abufting propefty.
Chapter 25.35 BMU (BAYSWATER MIXED USE) DISTRICT REGULATIONS
25.35.060 Setbacks.
(a) El Camino Real Setback. There shall be a minimum twenty (20) foot
setback along El Camino Real.
(b) Front. With the exception of properties with El Camino Real frontage,
there shall be a minimum front setback of ten ( 10) feet.
(c) Side. There shall be no minimum side setback, except properties with
side setbacks along El Camino Real or for properties with an existing residential use on
the abufting property.
(d) Rear. There shall be a rear setback of twenty (20) feet.
(e) R-3 srde setback standards (see Section 25,28.075) shall apply to
property tines(s) with an existing residential use on the abutting propefiy.
2
oRDtNANCE NO. _
Chapter 25.38 CAR (CALIFORNIA DRIVE AUTO ROW) DISTRICT REGULATIONS
25.38.060 Setbacks and Build-To Lines.
(a) The front wall of the first story of any structure shall have no minimum
front setback, and a minimum of sixty (60) percent of the structure shall be located at the
front property line.
(b) There shall be no minimum side or rear setback, except R-3 side setback
standards (see Secfrbn 25,28.075) shall apply to propefty lines(s) with an existing
residential use on the abutting property.
Division 3. This ordinance, or a summary as applicable, shall be published as required by law
and shall become effective 30{ays thereafler.
l, 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 18h day
of April 2016, and adopted thereafter at a regular meeting of the City Council held on the 2d day
of May 2016, by the following vote:
AYES:
NOES:
ABSENT:
COUNCILMEMBERS:
COUNCILMEMBERS:
COUNCILMEMBERS:
Meaghan Hassel-Shearer, City Clerk
3
ORDINANCE NO.
Ann Keighran, Mayor
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BURLINGAME
City of Burlingame BURLINGAME CITY HALL
501 PRIMROSE ROAD
BURLINGAME, CA 94010
Meeting Minutes - Final
Planning Commission
b Considerations of Amendments to the Burlingame Downtown Specific
Chapters 25.32-25.35 and 25.38 of the Burlingame Municipal Code for
to side setback requirements. Staff Contact: Kevin Gardiner
Allachments:DSP endments - statf reDort
DSP Amendme - attachments
Plan and to
amendments
City of Btdingame Ptinted on /w2016
Monday, January 25,2016 7:00 PM Council Chambers
There were no ex*aie cammunications to repott.
e.ammunity Davelopment Direclor Meeker prwided an oveNbw of the staff repofi.
Quasfions of staff
There werc no questions of stafr.
Chair DeMadini qened tho public heaing.
Public Comments:
Jennifer Pfaff - suppofted the amendments as proposed
Chair DeManini closed the public heaiw.
commbsioner Gum mada a modon, seconded by CommBsioner Terones, to i€commend
approval amendmenls as drafted to the City Council. Ths motion canied by the following voG:
Aye: 6 - DeMartini, Loftis, Gum, Sargent, Tenones, and Gaul
Aboent 1- Bandrapalli
BURLINGAME
City of Burlingame BURLINGAME CITY HALL
501 PRIMROSE ROAD
BURLINGAME, CA 94010
Monday, October 26, 2015 7:00 PM Council Chambers
Considerations of Amendments to the Burlingame Downtown Speciflc Plan and to
Chapters 25.32-25.35 and 25.38 of the Burlingame Municipal Code for amendments
to side setback requirements.
Attachments:P Amendments - S
DSP Amendments - Attachments
There were no exeade communicatons to repod.
Community Development Director Meeker presented the statr repod
Questlons of slalfl
Chair DeMaftini opened the public heaing
Public comments
Sue GorB, 33 patu Road: Spoke in favor of creating side setback requirements within the mixed-use
zones. Asked that the side setback be required for all development in the disttict whether or not
residential or mixed use. A/so requests that the front seback be increased to fifteen teet to pemit an
appropiate amount of space for street trees.
Jennifer pfaff: Suppotls going to a sliding scale for side selbacks that was applied for decades; is a fair
approach. Didn't took into the front setback lssue raised by the pior speaker. Feels that the Bayswater
Mixed-use dist ct selbacks adiacent to Et Camino Real should be the same as those ptovided in the
Howard Mix-Use zone. Feets that 25.33.060c of the zoning regulations should also be included within
the setback tanguage for the Bayswater Mixed-Use disfict.
Chair DeMaiini closed the public hearing
Staff commenls:
community Development Director Meeker indicated that only those ilems discussed in the staff repod
are before the commission. Any fwther changes in resporse to speakers' comments would require the
item to be continued and presented lo the commission again in the future. wl need lo review Ms.
pfaffs comments to determine what changes she suggested tf the commission is interesled in
proceeding on only the items in the staff repoft, it coutd move forward, but it is preferable to provide
fufther direction for any changes and allowing all items to be brought back together as one matter.
There is no urgency in moving forward immediately. Best to allow staff lo review all requested changes
and provide analysis for the Commission.
City Attomey Kane suggested that the Commiss:ton provide input regarding the items before it this
evening to inlorm fufther analysis as stafr moves fotward.
C y ot Aldiigane Pinted on 4/ano16
Meeting Minutes - Fina!
Planning Commission
a,
DsP amendments - Plannrno Commrssron Resolution
None.
Planning Commission Meeting Minutes. Final Octobe, 26, 2015
Comm,ssion d/scussrbn:
> Okay with implementing tha side-yard setback as outined. Uncomfoiable with expanding the
rcquircments for frontyard setbacks. Discussed the reason for not requiing front-yard setbacks in
these areas; was a point of discussion when tha Plan was adopted.
> Can look at the issue related to El Camino Real raised by Jennifer Pfaff.
> Okay with the scrivene/s e/,7.ors.
> Suppotlive of judging commercial depth on a case-by-case basis.
> Shoutd addless lhe ,:ssuss raised Dy Jennifer Pfaff.
Continued lo a fulure date.
City ot Budingane Paga 2 Pintect on 4/ano16
BURLINGAME
City of Burlingame BURLINGAME CIry HALL
50,I PRIMROSE ROAD
BURLINGAME. CA 94010
Meeting Minutes - Final
Planning Commission
b.
Monday, July 27, 20'15 CouncilChambers
Considerations of Amendments to the Burlingame Downtown Specific Plan and to
Chapters 25.32-25.35 and 25.38 of the Burlingame Municipal Code for amendments
to side selback and ground floor commercial requirements.
Attachmen,s:DSP Amendments - Sta ff Reoort
DSP Amendme - Attachments
DSP Amendm - Rcvd After #1
Planning Manager Gardiner presented an oveNiew of the staff repoft.
Chai DeMadini opened the public heaing
Commi ssion q ue stiongcom ments:
> ls thera a sense for how many lots may be atrected by the retail lot depth queston? (Gardiner: will
need to conduct more research and provide this at the next discussion.)
> Has there been any dlscuss,bn regarding whether or not these deeper spaces would be split
tenancies, ot another approach? (Gardiner: that type of approach has occuned before. would requira
addition al discu ssion. )
Chair DeMaiini opened the public heaing
Public comments:
Mary Munhy, Park condominiums, 39 Park Road: Referenced the proiect at 21 Patu Road and the lack
of a setback for that proposal. Have wofued with the commission regarding the setback. Encouraged
by the discussion that would requte RgR4 side setbacks in the Bayswater Mixed-use (BMU) zone.
Would hope that the setback would be ten feet.
sue Gore. 33Pafu Road: Awreciates the commission's willingness lo consider tl,e reguesfs,
paniculady with respect to the front and side setbacks in tho BMU zone. Noted that the area on Patu
Road is a mix of uses. Encouraged s,Ue setDacks that are compatible wth the existing residential
developmont. Adequate front and sde selbacks are imperative. Encouraged looking at the ten foot
selback referenced in the Downtown Specific Ptan. Wished clatification regarding where t e sefback rs
measured from. would like to have the front setback ot fifteen feet be applied to all new development.
Russ Cohen, 605 Lexington Way: one s/de selback dOeS not fit all. There would be an unintended
consequencg from requiing a side setback between commercial buildings - would result in an aftraclive
nuisance. Noted that the rctait landscape and the cost of rents keeps a lot of store owners out of the
mar*et, resufting in empty storefronts since independenf Dusiress owners may not be able to pay the
rent. By pemilting offrce space in the rear of ,rese spaces, it could encourage a landlord to require a
more reasonable rent.
Chai DeMadini closed the public heaing
Commission discussion:
Pinted on tv8n016
7:00 PM
Planning Commission Meeting Minutes . Final July 27,2015
> Requested clarification regarding the se|}acl/s referenced in the table in the stalf rcpoft. (Gardiner
provided for rcference, does not rcpresent the only solution.)> The side setback should pethaps be considered on a case-by-case bas,s.
> Noted that the only projecl under discuss,bn cunently is the 21 Patu Road project. (Meeker: it is yet
to be detemined whether or not the new regulations would apply.)
> ls not comfotlable allowing grourdfloor olfice space.
> The urge to impose ssrDacks is a Modemist movement. Should not be creating a non -utban
condition. Should be a case-by-case cons ideration given depanding upon existing conditions.
> Open to splitting the retail spaces, but discouraged ofrce use.
> Open to greater setbacks where a commercial use abuts a regdential use.
> Need to preserve privacy and light for residonlial uses.
Staff will review all commenls hom the Commission and public and will present a revised proposal for
the amendments at a future date.
Page 2 Printe.l on 1n/201 6
STAFF REPORT
To:Honorable Mayor and City Council
Date: April 18,2016
From: Carol Augustine, Finance Director (650) 558'7222
Subject:
AGENDA ITEM NO: 9b
MEETING DATE: Apdl 18,20',6
Public Hearing and Resolution of the City Council of the City of
Burlingame Adjusting the Storm Drainage Fee for Fiscal Year 20lG17 By
2.0% Based On the CPI for the San Francisco-Oakland'San Jose, CA Area
as Published March 16,2016
E OMMEND N
Staff recommends that the City Council hold a public hearing on the proposed CPI increase of
2.Oo/o for the annual storm drainage fee, and, following the public hearing, adopt the attached
resolution.
BACKGROUND
The City of Burlingame Ordinance (as approved by the voters) determines the methodology for
adjusting the annual storm drainage fee. The ordinance language is as follows:
4.30.030 SelB!ns-l@lee.
a) commencing with fiscal year 2010-2011, the city council, following a public hearing, shall
determine the storm drainage fee. ln no event shall the square footage rate for impervious
area be increased beyond that rate approved by a majority vote of the property owners
subject to the storm drainage fee without further approval by a majority vote of the
property owners subject to the storm drainage fee; provided, however, that' yt!!Xeg!
approval bv a maiority vote of the prope rtv owners subiect to the sto rm drainaqe
fee. the maximu m per square foot rate for impervious area . commencinq fi cal vear
2010-20'11, m av be increased bv an amount equal to the ch anqe in the Consumer
Price lndex for all Urban Consum ers for the area in cludin San Mateo Cou ntv (the
"CPl"), includin q all items as published the U.S. Bureau of Labor Statisti cs as of
March lst of each vear, not to exceed a maximum i ncrease of two t2lo per
ve3!
b) The storm drainage fee shall not be deemed to be increased in the event the actual fee
upon a parcel in any given year is higher due to an increase in the amount of the
impervious area of the subiect parcel.
1
Storm Drainage Fee Adjustment April 18, 2016
c) ln any year in which the city council does not change the rate per square foot of
impervious area, the previously adopted fee shall continue in full force and effect for the
next fiscal year. Property owners whose storm drainage is increased/decreased as a
result a change in impervious area have appeal rights under Section 4.30.050.
d) The city council shall not be required to enact an inflation increase in each year but may
accumulate the inflationary increases and enact the cumulative amount. (Ord. 1836 S 2'
(200e))
DISCUSSION
U.S. Bureau of Labor Statistics (www.bls.oov) data for the San Francisco-Oakland-San Jose, CA
metropolitan area is published bimonthly in even-numbered months: February, April, June,
August, October and December. The report published by the Bureau of Labor Statistics as of
March 16, 2016 was the CPI report for February 2016, which indicated a CPI increase of 3.0%.
The ordinance caps the annual increase at 2.Oo/o '
Last year's adjustment (for FY 2015-16) of 2.0o/o was based on the February 2015 CPI ol 2.5o/o.
FISCAL IMPACT
The increase ol 2.Oo/o in the storm drainage fee raises the rate charged per square foot of
impervious area from 4.698 cents lo 4.792 cents effective July 1 , 2016. The increase is
estimated to produce an additional $55,491, for estimated revenue of $2,830,009 in fiscal year
2016-17. The additional revenue will be included in the new City budget.
CITY OF BURLINGA'E, CA
ADJUSTMENTS TO STORM DRANAGE FEE
Fiscal
Year cPt
lncrease
Arpunt
Rate Per
Square Ft
FY 0$'10
FY 1G,1,I
FY ',t1-',12
FY 12-13
FY 1T14
FY 1+15
FY'M6
FY 1G17
NA
2.00h
1.50/o
2.Oo/o
2.00/o
2.ovo
2.OV"
2.00/o
tvA
s 0.00084
$ 0.0@64
$ 0.00087
$ 0.00089
$ 0.00090
$ 0.00092
$ 0.00094
$ 0.04192
$ 0.04276
s 0.04340
$ 0.04427
$ 0.04516
$ 0.04606
$ 0.M698
$ 0.04792
Exhibits:
. Resolution
o Consumer Price lndex, San Francisco Area - February 2016
2
RESOLUTIONNO.
RESOLUTION OF THE CITY OF BURLINGAME LE\ryING A STORM DRAINAGE
FEE ON ALL PARCELS IN THE CITY OF BURLINGAME FOR FISCAL YEAR 20T6-
17 AND DIRECTING TIIAT A LIST OF TIIE STORM DRAINAGE FEES FOR
BURI-INGAME PARCELS BE PROVIDED TO THE COUNTY OF SAN MATEO FOR
PLACEMENT ON THE 2016-17 TAX BILLS
RESOLVED, by the CITY COUNCIL OF THE CIry OF BURLINGAME that:
WHEREAS, pursuant to, and in accordance with the provisions of, Article XIIID of the
Califomia Constitution (Proposition 218) the City of Burlingame held a mail ballot election on
May 5, 2009 to consider the enactment ofan annual storm drainage fee; and
WHEREAS, the City Clerk certified the results to the City Council, the City Council
declared the storm drainage fee to be approved, and the City Council levied the storm drainage
fee on all parcels in Burlingame for fiscal year 2009-2010; and
WHEREAS, pursuant to section 4.30'030 of the Burlingame Municipal Code, the City
council is required each fiscal year to determine the storm drainage fee for parcels in the city,
not to exceed the fee rate established by the electorate; and
WHEREAS, pursuant to the authority ganted by the electorate in the May 2009
election, the city council may increase the storm dlainage fee each fiscal year by the annual cPI
index for all urban consumers, San Francisco region, but not to exceed 2Vo; and
WHEREAS, the annual CPI index for all urban consumers, San Francisco region,
exceeds 2o/o for the relevant time period; and
WHEREAS, pursuant to Section 4.30.060 of the Burlingame Municipal Code the storm
drainage fee is to be collected through the County tax bills.
NOW, TIIEREFORE, IT IS HEREBY DETERMINED and ORDERED that:
1. Pusuant to Chapter 4.30 of the Burlingame Municipal Code, the City Council
determines that the storm drainage fee for all parcels in the City of Burlingame for fiscal year
2016-17 shall be the same rate as fiscal year 2015-16, or $0.04698 plus an increase ofLlQQft for
the annual CPI adjustment, for a total rate of$0.04792.
2. The City Manager, the Finance Director or designee, shall provide to the Counlv of
San Mateo a list ofstorm drainage fees for all Burlingame parcels for fiscal year 2016-17, for
collection through the property tax bills. For those properties whose fees have been modified
pursuant to the appeal provisions ofchapter 4.30 prior to providing the county the list of
properties and fees, the approved modified fee shall be provided to the county and shall be
certified as correct by the Director of Public Works.
3. The City Manager is authorized to execute such documents as may be required by the
County ofSan Mateo to place the storm drainage fee on the tax bills
Ann Keigfuan, Mayor
I, Meaghan Hassel-Shearer, City Clerk of the City of Burlingame, do hereby certifu that
the foregoing iesolution was adopted ai a regular meeting ofthe City Council held on the 18th
day of April, 2016, by the following vote:
AYES:
NOES:
ABSENT:
Councilmernbers:
Councilmembers:
Councilmembers:
Meaghan Hassel-Shearer, City Clerk
2
*ers NEWS RELEASE
BURIAU OF LABOR STATISTICS
U.S. D[PARI MENT OT LABOR
For Release: Wednesday, March 16, 2016 16-538-SAN
Consumer Price Index, San Francisco Area - February 2016
Area prices were up 0.9 percent over the past two months, up 3.0 percent from a year ago
Prices in the San Francisco area, as measured by the Consumer Price Index for All Urban Consumers (CPI-
LI), increased 0.9 percent for the two months ending in February 2016, the U.S. Bureau ofLabor Statistics
reported today. (See table A.) Regional Commissioner Richard J. Holden noted that the February increase
was influenced by higher prices for food and shelter. (Data in this report are not seasonally adjusted.
Accordingly, month-to-month changes may reflect seasonal influences.)
Over the last 12 months, the CPI-U advanced 3.0 percent. (See chart I and table A.) Energy prices decreased
6.6 percent, largely the result of a decrease in the price ofgasoline. The index for all items less food and
energy increased 3.5 percent over the year. (See table l.)
Chart 1. Over-dre-rear petcent change in CPIJJ, San Francisco, February 20llFebruary 2016
Perc"nl dlan0c
3C
10
cc -
Al tcm3
- - - AI tems lcas bod rnd eocqv
Fd
'13
Apr Jun Arg Oct Dec Fcb
,t it
Apr Jun Arg Od Dec F€b
'15
Apr Jun Arg Od Oec F€b
't6
Source. U.S Bureau of Lrbor StEttsties
WESTERN INFORMATION OFFICE: San Francisco, Calif.
Technical information'. (415\ 62$2270 . BLsinfosF@bls.gov ' www.bls.gov/regions/west
Mediacontact: (41516212270
t---1--r7
Food
Food prices advanced 1.3 percent for the two months ending in February. (See table l.) Prices for food at
home advanced 2.3 percent, and prices for food away from home inched up 0.1 percent for the same period.
Over the year, food prices advanced 3.6 percent. Prices for food away from home advanced 4.8 percent since
a year ago, and prices for food at home rose 2.7 percent.
Energy
The energy index declined I .4 percent for the two months ending in February. The decrease was mainly due
to lower prices for gasoline (-9.3 percent). Prices for electricity advanced 8.6 percent, and prices for natural
gas service moved up 7.7 percent over the past two months.
Energy prices decreased 6.6 percent over the year, largely due to lower prices for gasoline (-14.6 percent).
Prices paid for natural gas service declined 1.0 percent, but prices for electricity advanced 5.3 percent during
the past year.
All items less food and energy
The index for all items less food and energy advanced 1.0 percent in the latest two-month period. Higher
prices for shelter ( 1.3 percent) and apparel (l.l percent) were partially offset by lower prices for other goods
and services (-0.3 percent).
Over the year, the index for all items less food and energy increased 3.5 percent. Components contributing to
the increase included shelter (6.2 percent) and household fumishings and operations (3.1 percent). Partly
offsetting the increases was a price decline in apparel (-3.5 percent).
Table A. San Franciscooakland€an Jose CPI-U bi-monthly and annual percent changes (not seasonally
adjusted)
2016
Month
February...
Apri|........
June........
Augusl....
October....
December.
3.0
201520132011
Annual
Bi-
monthly
Bi-
monthly Annual
Bi-
monthly
Bi-
monthly Annual
Bi-
monthly Annual
Bi-
monthly Annual
0.91.2
1.2
0.7
0.0
0.5
-0.9
3.0
3.0
3.2
2.7
1.0
1.1
0.6
0.3
0.4
-0.3
3.0
2.1
2.6
2.8
3.2
2.2
1.3
0.8
0.5
0.1
o.2
{.4
2.4
2.4
2.6
2.0
2.6
1.0
1.8
0.4
0.3
4.4
1.7
2.8
2.5
2.9
1.1
0.9
0.3
0.6
o.7
-1.4
Annual
20142012
2.5
2.4
2.6
2.6
3.2
Technical ltlote
The Consumer Price Index (CPI) is a measure ofthe average change in prices over time in a fixed market
basket ofgoods and services. The Bureau oflabor Statistics publishes CPIs for rwo population groups: (1) a
CPI forAll Urban Consumers (CPI-U) which covers approximately 89 percent ofthe total population and (2)
a CPI for Urban Wage Eamers and Clerical Workers (CPI-W) which covers 28 percent of the total
population. The CPI-U includes, in addition to wage earners and clerical workers, groups such as
professional, managerial, and technical workers, the self-employed, short-term workers, the unemployed,
and retirees and others not in the labor force.
The CPI is based on prices of food, clothing, shelter, and fuels, transportation fares, charges for doctors' and
dentists' services, drugs, and the other goods and services that people buy for day-to-day living. Each month,
prices are collected in 87 urban areas across the country fiom about 4,000 housing units and approximately
26,000 retail establishments-department stores, supermarkets, hospitals, filling stations, and other types of
stores and service establishments. All taxes directly associated with the purchase and use of items are
included in the index.
The index measures price changes from a designated reference date (1982-84) that equals 100.0. An increase
of 16.5 percent, for example, is shown as 116.5. This change can also be expressed in dollars as follows: the
price ofa base period "market basket" ofgoods and services in the CPI has risen from $10 in 1982-84 to
$l 1.65. For further details see the CPI home page on the Internet at www.bls.qov/cpi and the BLS Handbook
of Methods, Chapter 17, The Consumer Price Index, available on the Intemet at
www.bls.ov/ooub/hom/homch l7 a.htm.
In calculating the index, price changes for the various items in each location are averaged together with
weights that represent their importance in the spending ofthe appropriate population group. Local data are
then combined to obtain a U.S. city average. Because the sample size ofa local area is smaller, the local area
index is subject to substantially more sampling and other measurement error than the national index. In
addition, local indexes are not adjusted for seasonal influences. As a result, local area indexes show greater
volatility than the national index, although their long-term trends are quite similar. NOTE:Area indexes do
not measure differences in the level ofprices between cities; they only measure the average change in
prices for each area since the base period.
The San Francisco-Oakland-San Jose, CA. metropolitan area covered in this release is comprised of
Alameda, Contra Costa, Marin, Napa, San Francisco, San Mateo, Santa Clara, Santa Cruz, Sonoma, and
Solano Counties in the State of Califomia.
Information in this release will be made available to sensory impaired individuals upon request. Voice phone:
(202) 691-5200; Federal Relay Service: (800) 877-8339.
-3-
The April 2016 Consumer Price Index for the San Francisco-Oakland-San Jose is scheduled to be
released on May 17, 2016 (PDT).
Table 1. Consumer Price lndex forAll Urban Consumers (CPl.U): lndexes and percent changes for selected
periods San Franciscooakland€an Jose, CA ('1982.8lF100 unless otherwise notad)
Percent e Irom-
Item and Group Jan.
2016
Expenditure category
Apparel........
T€nsportatron
Shelter.. --. --............
Rent of primary residence (t) ......................
Owners'equiv. rent of residences (1'(2' ..........
ovners' equiv. rent of primary ,esidence (1 ) (2)
Fuels and utilities. ---...
Household energy......
Energy services (1) .....
Electricity (1)............
Utility (piped) gas service (1) ............. --. -.
Household fumishings and operations.............
€.6
-8.6
-a_7
-7 _A
Private transpodaton..
Motor tue|...............
Gasoline (all types)....
Gasoline. unleaded regular B).......,.........
Gasoline. unleaded mrdgrade (3) (''.... -......
Gasoline, unleaded premium (3)......... ---. -.
Medical care............
Recreation 15)...........
Educaton and communication (s) .. - -... -.............
Other goods and services. . . . . . . . . . .. . . . - . . . . . . . . . . . . . .
Commodity and service grouP
All items
Commodilies.,..........
Commodities less food & beverages..
Nondurables less food & beverages
Durab|es.................
Services. . . . . . . . . . . . . - - - -
Special aggregate indexes
All items less medical care...........
All itoms less shelter. -.
Commodities less food
Nondurables............
Nondurables less food.
Services less rent ofshelter G)......
Services less medical care services
Energy...................
lndexes
Jan.
2016
Feb.
2016
Feb.
2015
Dec.
2015
Dec.
2015
262.600
807.306
267 -143
267.7AA
257.839
279.472
265.654
303.045
u2.425
387.481
368.833
368.833
356.734
312.919
313.535
331.248
262.988
139.242
114.35s
178.328
167.973
178.296
177.552
177.202
166.245
170.520
113.S33
144.874
431.198
262.600
180.347
133.891
166.842
101.832
331.50'1
253.803
230.439
139.481
217.713
174.205
333.623
322.306
230.3't 9
3.4
3.6
2.7
4.8
o.7
5.8
6.2
7.0
6.1
6.'t
4.0
3.4
5.3
-1.0
-3.5
-3.7
-3.2
-14.7
-14.6
-15.0
-13.7
-12.9
3.0
3.0
4.2
-3-0
-1.8
4.5
3.0
0.9
-2.4
0.3
2.2
4.6
4-6
2.5
0.9
0.9
1.3
2.3
0.1
1.8
1.5
1.3
1.0
0.8
0.8
4.8
8.2
8.4
8.6
0.3
1,1
-1.1
-1,4
-9.3
-9.3
-9.5
4.7
4.5
0.9
0.9
0.0
-1.1
-1.9
o.2
1.3
0.9
0.6
-0.9
-0.1
1.2
'1.3
-1.4
o.4
0.'1
-0.3
260.289
800.202
263.727
2U.436
251.970
279.265
260.918
298.672
338.391
383.630
365.738
365.738
340.555
2A9.207
289.U5
304.880
244.046
138.873
1't 3.135
180.339
170.299
196.642
195.793
't82.039
186.306
260.289
180.357
135.361
170.099
101.606
327.357
251.577
229.121
140.763
217.860
176.966
329.655
318.195
233.S5
256.485
340.U2
385.439
367.373
367.373
310.806
3't1.412
331.248
256.759
195.010
1U.258
194.186
181.',t 51
185.006
240.395
-4-
4.2
All it€ms.................
All items (1967=100)...
Food and b€v€rages. . .
Food.....................
Food at homs...........
Food away hom hom€.
Alcoholic beverages. . .
Housing.................
0.5
0.5
0.4
0.4
0.7
0.7
0.0
2.4
113.507
144.793
432.355
Table 1. Consumer Price lndex for All Urban Consumers (CPFU): lndexes and percent changes for selecled
periods San Franciscooakland€an Jose, CA (1982{4=100 unless otherwise noted} - Continued
Percent cha from-
Item and Grcup Jan.
2016
All items less energy........ -.....
All itsms less food and energy.
(r) fhis index sedEs was cakulated using a Laspeyres estimator. All othor ilem stratum index series werc @lculated using a geomelric means
€stimatot
(2) lndex is on a December 1982='100 base.
{3) Special index based on a substantially smalle, sample.
{') lndexes on a Decamber 1993=100 base.
(s) lndexes on a December 1997=100 base.
- Oata not available
NOTE: lndex applies to a month as a whole, not to any specfic date.
tndexes
Feb.
2016
Feb.
2015
Dec.
2015
Dec.
2015
Jan.
2016
267.449
264.236
1.0
1.0
264.822
265.709
5
STAFF REPORT AGENDANO: 10a
MEETING DATE: April 18,2016
To:Honorable Mayor and City Council
Date: April 18,2016
Froml Syed Murtuza, Director of Public Works - (650) 558-7230
Subject: Hoover School Traffic and Pedestrian Safety lmprovements Update
Staff recommends that the City Council receive an update on the progress of the planned traffic
and pedestrian safety improvements related to Hoover School. This update includes a pilot
p@ect to restrict parking and access along Easton Drive and Summit Drive in order to facilitate
smooth traffic flow and improve safety. The pilot project will allow the City and the District
flexibility to make adjustments as needed.
As part of the re-opening of Hoover School, the Burlingame School District determined various
routes that students would use in travelling to and from school. ln late 2015, the City and the
District prioritized shortterm and longterm improvements to pedestrian facilities along these
routes to improve safety. At a special City Council meeting held on January 6, 2016 with the
Burlingame School District Board of Trustees, both governing bodies jointly decided to share
costs for identified short{erm pedestrian improvements and evaluate the traffic and pedestrian
circulation as the school opened. The cost of these improvements would be capped at $300,000
and shared equally by the City and the District.
These shortterm improvements include the addition of pedestrian ramps, high visibility
crosswalks, traffic islands, flashing pedestrian beacons, and the signing of traffic restrictions.
Long{erm improvements, which could include new sidewalks and potential roadway widening,
would be further analyzed after school has opened. The economic and engineering feasibility of
such additional projects are not known at this time.
Since the City Council and District Trustees met in January, the City and District have been
working collaboratively to implement the proposed shortterm improvements. The District and
City have completed layouts for the new pedestrian ramps, traffic island, crosswalks and flashing
pedestrian beacons. The final design for these improvemenls is still on schedule for construction
this summer, prior to the Hoover School reopening. The District and City continue to engage in
discussions with the various stakeholders including the neighborhood property owners along
Easton Drive and Summit Drive, and the Town of Hillsborough.
1
RECOMMENDATION
BACKGROUND
DISCUSSION
Hoover School Update April 18, 2016
Additionally, refinements to traffic circulation and parking restrictions were evaluated to further
improve pedestrian safety. The periods from 8:00 A.M. to 8:45 A.M., and from 1:30 P.M. to 3:15
P.M, Monday through Friday, were tentatively identified as the drop-off and pick-up periods where
most students and parents will interact with vehicular traffic. The traffic circulation and parking
restrictions were centered on these times.
Preliminary discussions on traffic circulation and parking restrictions were conducted at the
February 11, 2016 Traffic Safety and Parking Commission (TSPC) meeting. Comments were
provided by the residents along Easton Drive. They had concerns that implementing parking
restrictions for the entire 2800 block of Easton Drive would create an unmanageable parking
impact. Most of the TSPC concurred with the residents as they felt the on-street parking options
in the vicinity were already limited. The TSPC then requested that staff look at trying to preserve
parking during the design process.
Based on feedback received, the proposed pilot traffic circulation and parking restrictions will
consist of:
. Prohibition of turns onto Summit Drive from either southbound Canyon Road or westbound
Easton Drive during drop-off and pick-up periods, effectively making Summit Drive one-way at
these times.
o Prohibition of westbound vehicles along Easton Drive, starting at Easton Circle during drop-off
and pick-up periods, effectively making Easton Drive one-way at these times.
. No left-turn from Summit Drive to Easton Drive at the new trafiic island, during drop-off and
pick-up periods, which forces vehicles to head west down Easton Drive after exiting the
school.
o Restriction of parking along the 2100 block of Summit Drive from Hillside Circle to Canyon
Road, during school drop-off and pick-up periods.
Restriction of parking along the north side of Easton Drive from the Easton Circle to the
bridge east of 2812 Easton Drive. Staff observations have not shown any vehicles parking
along this portion of Easton Drive. By adding "no parking" signage on this section of Easton
Drive, it will address any future parking issues.
The City will recommend a similar restriction on the south side of the slreet to the Town of
Hillsborough.
This access restriction, along with the turn restriction on Summit Drive, will force the major flow of
traffic to move in a counter-clockwise direction along Summit Drive and Easton Drive. This would
simplify circulation by forcing the majority of vehicles to travel in one direction. The attached
circulation map depicts this circulation pattern. These restrictions would occur only Monday
through Friday, during school drop-off and pick-up periods. Parking in front of concerned
residents on Easton Drive near the school will be maintained.
All the parking and access restrictions discussed above are recommended to be implemented as
a pilot project. With a pilot project, the City and District will have flexibility to make adjustments
while monitoring the circulation and traffic when the school opens. Once the City, with
2
Hoover School Update April 18, 2016
concurrence from the District, has made the determination that the traffic pattems have stabilized,
the City will return to the City Council to adopt an ordinance to make the applicable restrictions
permanent.
Additionally, staff will present an update to the TSPC and will invite residents in the neighborhood
to their April 14,2016 meeting.
FISCAL IMPACT
There will be costs and staff time involved in the installation of parking restriction and tum
restriction signage. These costs will be covered by the budget set aside by the City Council for
these improvements.
Exhibit:
. Circulation Map with restrictions shown
3
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STAFF REPORT
MEETING DATE: Apnl 18,2016
To:Honorable Mayor and City Council
Date: April 18,2016
From: Syed Murtuza, Director of Public Works - (650) 558-7230
Subject: Bicycle and Pedestrian Advisory Committee (BPAC) Update
Staff recommends that the City Council receive an update regarding the Bicycle and Pedestrian
Advisory Committee (BPAC) and provide feedback.
The City's BPAC, an ad-hoc committee, was formed over 10 years ago as part of the
Transportation Development Act (TDA) grant application process. The primary purpose of this
commiftee was to provide input and support for potential grant-funded bicycle and pedestrian
improvements poects. Over time, the committee also became a specific venue where bicycle
and pedestrian issues could be discussed and where ideas for future projects were developed.
The structure of the committee included two members from the Traffic Safety and Parking
Commission (TSPG) and one Planning Commissioner, and it was staffed by the Transportation
Engineer. Members of the public would attend the meeting and would provide input on topics
related to bicycle and pedestrian improvements. The cunent committee's format is informal and
casual.
Over the past year, the committee has expanded its role to include input regarding various capital
improvement projects and has expressed a desire to introduce non grant-funded projects.
Because of the informal nature of its meetings, its effectiveness, and great collaboration between
staff and the BPAC, the City of Burlingame has been successful in receiving grant funds for many
bicycle and pedestrian projects. However, because the committee does not cunently have a
formal structure and a charter defining its role and responsibililies, there is confusion regarding
the role of the BPAC, and staff has difficulty managing the meetings. This has resulted in blurring
of the original purpose for the BPAC, and has increased staff s difficulty in managing agenda
items, deliverables, and the implementation of outcomes.
Due to these concerns, the Public Works Director requested that the engineering staff review,
develop, and establish guidelines to provide clarity and smooth operations for the BPAC. This is
similar to what other neighboring Peninsula agencies have recently implemented.
1
eoeruoeruo: \$b
RECOMMENDATION
BACKGROUND
Bicycle and Pedestrian Advisory Committee (BPAC) Update Aptil 18, 2016
DISCUSSION
After consultation with current BPAC members, TSPC members, members of the public engaged
in bicycle-pedestrian matters, and members of the Silicon Valley Bicycle Coalition, staff has
crafted a draft BPAC charter that better defines the mission, expands upon the duties of BPAC,
establishes a structure and reporting mechanism, and states the roles and responsibilities of the
members (see attachment). ln developing the charter, staff was cognizant that members of the
BPAC and TSPC as well as public participants wanted to keep the committee less formal in order
to encourage new participation and to promote a free exchange of ideas and concems. However,
while staff understands this interest, the proposed BPAC charter includes a more structured
approach to the process to prevent discussions from gefting side{racked from the established
agenda, and lo ensure that the BPAC is fu]filling its mission.
lf approved by the City Council, the new committee will have increased duties beyond providing
input and supporl for TDA grant-funded projects. The proposed duties include input on the City's
Capital improvement Projects where pedestrian and bicycle facilities may be impacted,
participation in promotional events to increase bicycle and pedestrian awareness, and input on
Safe Routes to Schools, Safe Routes to Transit, and Complete Streets programs and projects.
The proposed structure of the BPAC will increase from three to five members, with a chair
selected from among the members to facilitate the meetings. Staff believes that the five member
committee is a manageable size based on cunent workload and staffing resources. Although a
suggestion was made to increase the membership to seven, staff believes it will be more difficult
lo manage the meetings and will require more resources should the membership increase to
seven. For informational purposes, staff has included a survey of other Peninsula cities with and
without BPACs as an attachment.
Under the proposal, the new five-member committee will include two TSPC commissioners and
three public members who are Burlingame residents. The Planning Commissioner position has
been eliminated- This change was done to reaffirm that the BPAC is a committee that will report
back to the TSPC- The three members of the public are to be selected by the City Manager, or
her designee. Although some community members requested that the committee include a
designated Planning Commissioner, staff believes that the proposed structure is preferable as it
will provide greater participation by public members not already affiliated with a City commission.
Moreover, City Commissioners can still attend the meetings and participate as they would with
any other public City meeting. The format of the meetings also will enhance public participation in
the BPAC, including during the "Public Comment' section of the agenda.
Under the proposal, the BPAC would report back at TSPC meetings under the "Committee and
Sub-Committee Reports" section of the agenda, with more detailed discussions to be provided as
part of staff reports.
lnitially, staff proposes that the committee meet on a bi-monthly basis, with dates and times set
by the Chair and staff. The committee will also have the ability to increase the meeting frequency
by holding additional meetings on an as-needed basis. The Committee meetings will be subject
to and comply with Brown Act rules, and will include proper agendas and public noticing.
2
Bicycle and Pedestrian Advisory Commifiee (BPAC) Update April 18, 2016
Additionally staff recommends that changes to the structure of the committee, roles and
responsibilities, and the charter should be made only with the approval of the City Council.
Upon receiving initial feedback from the City Council, staff will update the charter as needed, and
will seek further input from the TSPC and the current BPAC before finalizing the charter and
bringing it back to the City Council for a final approval.
FISCAL IMPACT
Staff anticipates there will be significant staff time and resources required to attend the BPAC
meetings, to coordinate with the Chair to develop agendas and reports, and to implement the
program. Though initially staff will try to manage this work program within the department's
cunent operations budget, it is unknown at this time whether current resources are adequate for
this effort. Staff will monitor the work load and retum to the City Council if additional resources
are needed.
Exhibits:
. Draft BPAC Charter
. Survey of Peninsula Cities Regarding BPAC
3
EBl, F Lr.rt
DRAFT
Traffic Safety and Parking Commission
Bicycle and Pedestrian Advisory Committee
CHARTER
vtstoN
The City of Burlingame's Bicycle and Pedestrian Advisory Committee (BPAC) envisions a future
in which everyone in the City makes some of their daily short trips by walking or bicycling in
safety, convenience, and comfort.
MtsstoN
The BPAC provides advice to the Traffic Safety and Parking Commission (TSPC) regarding active
transportation issues, including biking and walking, by providing a forum for public input on
infrastructure projects, educational programs, and active transportation-related funding
opportunities, and by ensuring that bicycling and walking are considered when setting goals,
establishing policy, implementing programs, and studying projects.
DUTIES
The BPAC's duties include:
o Provide input on capital lmprovement Projects that may impact pedestrian or bicycle
facilities.
. Maintain and update the Burlingame Bicycle Route Map.
o Provide feedback on bicycle and pedestrian elements ofthe city's General Plan.
. Offer input regarding programs that encourage more people in the City to walk and bike
daily.
o Provide input regarding improving access to destinations and connected networks for
active transportation modes.
o Give feedback on Safe Routes to School and Safe Routes to Transit programs.
o Provide comments for consideration in implementing the Complete Streets Policy.
o Draft letters of support on an as-needed basis for grant funding applications.
April 2016 Page 1
STRUCTU RE
The BPAC is an advisory committee to the TSPC. The Transportation Engineer from the Public
Works Department provides advice to the committee on technical matters related to traffic
engineering, pedestrian/bicycle issues, and State regulations related to traffic safety. The
Committee will consist of five members who will select a Chair, Vice Chair and Secretary from
their membership. The Committee shall consist of two representatives from the Traffic Safety
and Parking Commission (who shall be appointed by the TSPC Chair) and three public members
(all appointed by the City Manager or his/her designee). Members will be appointed for
staggered, two-year terms. (One TSPC member and one public member shall be appointed for
one-year terms at the outset to facilitate the staggered terms.) A member appointed to one of
the TSPC seats who no longer serves on the TSPC will be eligible for appointment to a vacant
public seat but can no longer represent the TSPC on the BPAC. The Public Works Department
will review applications and make recommendations to the City Manager. Members applying to
serve on the committee will be expected to demonstrate the ability to represent a wide range
of relevant expertise areas including but not limited to the following:
o Experience walking and/or riding a bicycle for transportation;
o Accessibility interests of older residents/seniors;
. School children's transportation interests;
. Multi-modal transit access; and
o Health and physical activity.
Serve on the Committee with a focus on increasing the proportion of all trips made by
walking and bicycling.
DRAFT
Participate in promoting bicycle and pedestria n-related promotional events such as Bike
to Work Day and Bike to Shop Day.
April 2016 Page 2
MEETINGS
The BPAC will hold bi-monthly meetings, with the date and times set by the committee and
staff. The BPAC may hold workshops and special meetings on an as-needed basis. Each
meeting will have an agenda and will be run by the appointed Chair, or by the Vice Chair in the
Chai/s absence. The BPAC meetings will be subject to the Brown Act, with agendas posted in
advance of the meeting.
ROLES AND RESPONSIBI LITIES
Committee members are expected to participate in the BPACs execution of its Mission and
Duties, including:
DRAFT
Committee members are to provide any written reports or materials to the Transportation
Engineer for inclusion in the packet. The BPAC shall not have authority to direct City staff to
take specific actions or implement projects or provide policy direction. Matters related to
policy decisions, priorities, work load, and fiscal impacts are under the authority of the City
Council.
REPORTING STRUCTURE
The BPAC provides advice to the Traffic Safety and Parking Commission in the areas of
bicycle/pedestrian safety and improvements.
DECISION PROCESS
The Committee should attempt to reach decisions by general consensus. Consensus is defined
as reaching a decision that all Committee members will support after a complete discussion of
the issues and differing viewpoints. ln the event that consensus cannot be reached, decision
shall be made by majority vote of a quorum of the Committee. Three Committee members shall
constitute a quorum.
April 2016 Page 3
. Act as the accountable representative for residents of respective neighborhoods and
stakeholder groups.
. Gather, disseminate, and exchange information and outcomes from the BPAC to the
TSPC.
. Participate actively and listen to other members; provide suggestions and articulate
stakeholder needs and interests.
. Complete assigned actions by the agreed upon date.
o Be willing to be assigned to serve on a sub-committee.
o Complete a two-year term of service at minimum.
o lf serving as the Chair, facilitate meetings and establish agendas with input from the
Vice Chair and Transportation Engineer.
o lf serving as the Secretary, draft minutes and provide them to the Transportation
Engineer for review and inclusion in the agenda packet.
AMENDMENTS
This charter represents the BPAC Bylaws as adopted by the City Council. The Bylaws shall be
amended and approved by majority vote of the Burlingame City Council.
Survey of Cities for BPAC
Atherton
Los Altos
Los Gatos
Menlo Park
Palo Alto
Portola Valley
San Bruno
ssF
Sunnyvale
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
5
8
7
7
11
5
7
7
7
Quarterly
Monthly
Monthly
Monthly
Monthly
Monthly
Every other month
Monthly
Monthly
City Council
City Council
PWC
City Council
Chief Transportation Official
Town Engineer
PWC
City Council
City Council
Yes
Yes
Yes
Yes
No
Yes
Yes
No
No
Belmont No _ yes
Daly Clty
Half Moon Bay
Hillsborough
Millbrae
Pacifica
Woodside
Brisbane
Colma
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
East Palo Alto
Foster City
Redwood City
San Carlos
San Mateo
Yes
Yes
Yes
Yes
Yes
No
No
No
No
No
* PWC - Public Works Commission
Agencv
No. of
BPAC Members Meeting Frequency
PWC or Traffic
Body BPAC reports back to: Safety Commission
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CLK-Meaghan Hassel-Shearer
From:
Sent:
To:
Cc:
Subject:
Sincerely,
Jennifer Pfaff
Jennifer Pfaff <jjpf@pacbell.net>
Sunday, April 17, 2016 6:25 PM
GRP-Council
CDlPLG-Bill Meeken CDlPLG-Kevin Gardiner
Amendments- DSP setback standards TSP ltem 9a
Dear Mayor Keighran and Council members-
Please support the proposed amendments to the setback standards as outlined in the Staff report (item 9a). I have been
concemej about thise setback standards for a very long time, and am gratified to see the thoughlful changes staff has suggested
reflected in the new amendments proposal. Please vote "yes"!
1
CLK.M han Hassel-Shearer
From:
Sent:
To:
Subject:
Irvin Dawid < irvindawid@qmail.com >
Thursday, April 14, 2016 7i5 PM
GRP-Council
Apr 18 City Council Agenda #1OB: Bicycle and Pedestrian Advisory Committee (BPAC)
Update
Dear Mayor Keighran and Council Members:
Thank you for preparing a charter for the new B/PAC.
I would like to offer an additional bullet under "Duties":
. Hear from the public on bicycling and pedestrian issues - which would be conveyed to the Traffic
Safety and Parking Commission.
I think this would be good for both the public and TSPC.
As a ,non-motorist', I would feel better taking my concems to a committee more familiar with my modes of
transportation than to a traflic commission which I would think would be more auto-oriented'
Documenting the public's concems would also make residents feel they are being heard, even ifthey do not
produce the intended results.
For example. say a resident asks for a bike rack at a particular location. I think B/PAC would like to know that'
and be abie to document that concem. Ditto for lack of crosswalks, or an unsafe crossing'
t hope this comment is helPful.
Once again, I want to thank s1aff for composing the charter, and reaching out to the Silicon Valley Bicycle
CoalitiJn for the survey ofhow other cities deal with bike and ped'issues. I look forward to seeing the B/PAC
revitalized as soon as Possible.
Irvin Dawid
615 Ansel Rd., #107
Burlingame, CA 94010
650-283-6534
pS: I would be remiss if I did not thank staff for the new "Stop for Pedestrians in Crosswalk" signs that were
installed yesterday in the middle of most of the crosswalks surrounding city hall and the library' I also noticed
them much earliei on Broadway' They send a clear message to motorists'
By the way, you may have seen the new sharrows that were added last week to the pavement on San Mateo
Oiir" .ouit of poplar Ave. all the way to Fourth Ave (and on Delaware Ave. as well). I believe this is part of
their San Mateo dr. bike plan that witl include a "road diet" from Peninsula Ave. to Poplar Ave'
I
Sincerely,
Irvin Dawid
2
RE: PW STAFF REPORT ITEM ON B/PAC CHARTER ITEM 1OB
April 18, 2016
Honorable Mayor Keighran and City Council Members:
Several weeks ago, as requested by Public Works (Andy Wong), I submitted comments
regarding one ofthe early drafts ofthe new B/Pac Chaner. With regard to items that I find
critical and substantive, there does not appear to be a great deal of difference between the
earlier draft, and the one before you for comment, now. I realize this issue may be fait
accompli; however, as a regular member of the B/PAC advisory for close to 12 years, I
possess some institutional memory that may be of use. At the very least, I still believe in the
integrity of proper process, and I appreciate this opportunity to comment one last time,
The first concern is with regard to the infrequency (and inefficiency) of the every-other-
month schedule proposed. I noticed such issues in the final year of 2015 B/Pac, when our
regular monthly meetings were changed to a once every two months schedule. Continuity
was non-existent and items that had been dealt with previously seemed to disappear into
irrelevance. New items, such as having to produce support letters for staff grant proposals,
had to be done with too little understanding ofwhat was actually involved, and all
transpired on an extremely tight schedule. sometimes, I had only minimal understanding of
what the project being proposed, because it had been largely developed outside of the
meeting schedule.
Ideally, B/PAC needs to be functioning on all cylinders, or it will be a committee in name
only, but not in deed. Though a second TSPC Commissioner has been added to the proposal,
the.lack of a position for a staff Planner, or at least a Planning commissioner on the body (as
per the proposal) is a huBe detriment. It is unrealistic to expect that the appointed TSPC
membeilsl or any of the three appointed resident volunteers attend regular Planning
commission sessions on their own time, so that they can regularly relay information from
one advisory body or commission, to another.
By design, the original iteration of B/PAC included a Planning commissioner. unfortunately,
due to general absenteeism ofthe individuals assigned, there was lack ofattendance'
Maureen Brooks frequently stepped in to fill in the gaps, as it was understood even then,
that critical information with regard to the larger projects and Srants was falling through
the cracks-- that was during the recession. Now, with the increase and scope oflarge
projects, regular attendance by a Planner or Planning commissioner is essential, and this
Las been evident over the past few years as a Planning Commissioner has been attending
B/pAC meetings monthly. Bear in mind that there is only a very short time-frame involved
between when agendas are posted, and the actual Study (Scoping) sessions for major
projects. The purpose of the "planner" or PC member is to ensure that proiects in the
pipeline are actually looked at by those in bike and ped. circles, in a timely manner, before
ihey get to the scoping and or design review phase and when improvements can still easily
be made. This will result in better proiects that don't involve expensive changes later on,
and can ultimately reduce the time spent on specific bike-ped issues by the Planning
Commission during regular hearings.
On the item of membership, the proposed format is one of 5 members, including tlvo TSPC
commissioners. Specifically, it suggests that the remaining 3 members be residents selected
by Staff. In the past, one of B/PACs most valuable assets, from which I've personally learned
the most, has been the diversity of thought provided by several individuals of various
backgrounds and experiences, who together could come up with better solutions. This has
been most evident when we worked on the early phases ofgrants. A better process may be
one in which the "resident" positions (3 as specified, or however many-or few are chosen)
could be from a pool of people who apply OR are suggested by stafl but ultimately the
proper "mix" ofthe body may be better determined by the City Council, similar to the way
all commissioners are chosen.
Finally, B/PAC functioned for many years as a place to "drop in", frequently at the request of
staff or various council members. It was the place, the only place, to air one's grievances.
lssues were brought up about which we'd never heard, having not frequented those
neighborhoods. Georgia With the Boot made her first stop at B/PAC, complaining
vehemently about frequent bike riders on the california Drive sidewalk, nearly knocking
her over. We were her first experience at how the processes should work, and though
frustrated, she attended B/PAC for several months where we attempted to help her with
ideas and possible solutions for approaching TSPC. For people who are generally
intimidated by the formal commission or counci[ processes, it was precisely the informal
setting and format of B/PAC that created one of the few opportunities for people with bike
and pedestrian issues of concern-and these have grown exponentially in the past few
years. Where are such people supposed to go with their concerns? Looking back at my own
involvement on B/pAC a dozen years ago, I believe it originated from pedestrian concerns
in my own neighborhood. Maureen Brooks advised me to visit and give input for the 2004
bike plan re: ',iraffic Calming Tools", then a new concept for Burlingame that she had been
working on. The free exchange of ideas, and concerns, without formally being bound to a
narrow comment period is more a benefit, than a detriment to the process'
At the end of the day, I realize that this Charter will be largely determined by what is
available in the way of staff resources; I don't begrudge whatever decision is made. That
said, in fairness to ill *ho ft"qu"nt"d B/PAC meetings occasionally, or on a regular basis
over the past decade, a Iot was accomptished by the small group, specifically because it 1l
helped mitigate some ofthe burden ofstaffwork on the front end, particularly in the early
phise of grint ideas (ie: rough preliminary field measurements, early sketches and
pedestrian and bike counts) and 2) because the resulting proiects have always been
improved with diversity of opinions and experiences. My feeling is that it is better to deal
wiih potential problems and improvements on the front end, rather than trying to retrofit
them (and pay for theml on the back end.
Thank you for your consideration.
lennifer Pfaff
C[K-Meaghan Hassel-Shearer
From:
Sent:
To:
Cc:
subject:
Laurie Simonson < lksimonson@gmail.com >
Sunday, April 17, 2015 8:48 PM
GRP-Council
Manito Velasco; Giorni PaU Pfaff Jennifer; DeMartini Jeff; Wettan Howard; Dawid lrvin;
Bush Chris; Londer Jeff; PWENG-Andrew Wong
Draft BPAC Cha(er
Dear Council,
I was very excited to see that a draft EPAC charter is on your agenda for tomorrow evening's meeting because I feel very
passionately that Burlingame should have a well functioning and well respected BPAC committee to advise the city on
active transportation matters. As you know, the BPAC stopped it's regular meetings with staff because the members felt
that they needed a break and some time to determine the best course and scope for the BPAC as some members felt
that the BpAc's effectiveness had become frustrated. since that time, a group of very dedicated and passionate bicycle
and pedestrian advocates in the City have been meeting on their own time to work out a vision for saving Burlingame's
BPAC. I hope that some of these citizens can attend the Council meeting tomorrow night as, unfortunately, I will be
unable to attend as I am currently in trlal. Therefore, I'd like to provide some of my own personal thoughts on the draft
Charter in advance of the meeting.
First, I applaud the concept of including vision and I also think that vision should be broader. I think the vision should go
beyondl,daily short trips" and should encompass recreational and commuting active transportation whether or not it is
for citizens who live in Burlingame or for those who commute through Burlingame'
I also think that including a mission statement is an excellent idea. The citizens for saving BPAC came up with a similar
but broader mission which I think provides greater clarlty on the potential scope ofthe BPAC. lt is as follows:
Proposed Mission Statement
Burlingame Bicycle Pedestrian Advisory Committee (BPAC)
',The mission of the Burlingame Bicycle Pedestrian Advisory Committee (BPAC) is to provide guidance to elected,
unelected, and appointed officials who are responsible for the decisions that impact active transportation including
biking and walking by providing a forum for publlc input on infrastructure projects, educational programs, budgeting and
fundlng opportunities, and any other proposals, to include public-private events and considerations; and to ensure that
bicycling and walking are considered by all City departments when setting goals, establishing policy, implementing
programs and studying projects."
With regard to the duties of the BPAC, I think that the Charter should definitely llst some items but should also indicate
that this list is not intended to encompass everything and that there may be duties beyond what are listed.
With regard to the meetings, I do not fully understand the intent of "by - monthly" meetings as stated in the draft
Charter. Does this mean that the BPAC is to meet twice a month? lthink the BPAC is most effective when it meets once
a month.
I believe with regard to the structure, there is general agreement that the BPAC should be an advisory committee to the
TSPC. I also think that there is general consensus that a member of staff needs to be present at each BPAC meeting.
With regard to the membership of the BPAC, I believe that instead of two Traffic Safety and Parklng Commissioners,
there should be one TSPC Commissioner and one Planning Commissioner. Also, lwould also suggest for consideration
having a bit larger membership and including Park and Recreation Commissioner as well.
1
I hope that you find these comments helpful and of course, let me know if you have any questions or need further
clarification. Thank you.
La u rie
2
l'm in complete agreement with the comments submitted to
Council by Jennifer Pfaff regarding the BPAC and the Resolution
before you tonight. l'm here to emphatically state that I do not
want to see what was an effective BPAC which operates more
like a focus group devolve into a de facto commission subject to
Brown Act strictures which will essentially suck the lifeblood from
a TSPC subcommittee that has brought home a lot of outside
funding over the past 10 years. You'll notice in the attachment
that San Mateo no longer has a BPAC, but that was not always so.
They had a BPAC like we used to have, with interested and
engaged citizens meeting regularly with the traffic engineer, in an
informal group to vet upcoming projects and initiate new ones
through give and take conversations. About 3 years ago their
BPAC was restructured along the lines proposed to you tonight
which has evolved into a PW forum that few to no citizens show
up to sit through a staff driven hour and a half long meeting where
they now get only 3 minutes to make comment before
adjournment. So where's the citizen engagement in that? I no
longer attend, nor do the original driving members of their former
BPAC. 206
ln the past month, our "informal" members vetted 2 upcoming PC
projects-the Millennium amendment and the Hyatt
redevelopment-- that we leamed of, outside of PW staff, and
were able to give bike and pedestrian suggestions before they are
brought to the Planning Commission which illustrates why a
Planning Commissioner is essentialto the BPAC. With a heads
up, our group decreases valuable staff time by providing feedback
before a project is brought up for public hearing. lt was the give
and take conversation, not the Brown Act 3 minutes, which
made both these sessions fruitful. 971303
Earlier tonight you acted on a resolution that limits parking on
Califomia Drive...a project initiated by members of the BPAC,
who outside the meetings spent 4 hours walking the corridor from
Murchison to Rosedale to survey how safety could be brought to
that section of the bike route. 2 other projects have been on the
shelf for more than 2 years...the Duffern Road alternative, and
the West-side ECR sidewalk improvement, both surveyed outside
the meetings by volunteer members. The on-going bike and
pedestrian count spreadsheet, again outside the meetings, which
served to so far inform of needs in the 101 Broadway rebuild, the
California Roundabout and the Carolan Avenue project, as well as
a student count campaign for crossing guards at ECR and a BIS
count needed by PW is undertaken by volunteer members...
information provided at no cost to the City and staff. So can you
guarantee that by restructuring BPAC, appointed citizen members
will remain engaged enough to volunteer outside time to continue
in this vein? 1681471
I know that this move toward restructuring is a management and
staff driven effort to bring transparency and due process to BPAC
which was challenged by a citizen within the past 2 years. I'm all
for sunshine and that's why I initiated the action to write and
submit meeting minutes beginning in2O07. They were also used
in funding request packets to demonstrate proof that we did
indeed have a BPAC as per MTC, C/CAG anlrTA requirements.
However, tonight's move will gut a committeef"become a de
facto commission that has nd^abilbal procedure to any appointed
or elected body. Where's ttG Oue process in that? '109/580
Oh, I see my 3 minutes are up even though I have about 2
minutes more which illustrates why I will no longer participate in
the reinvented BPAC Commission.