1 EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT
DOWNTOWN SAN MATEO AFFORDABLE HOUSING SITE
This Exclusive Negotiating Rights Agreement (“Agreement”) is entered into as of _________________, 2021 (“Effective Date”) by and between the City of San Mateo, a California municipal corporation (“City”), and DTSM Housing, LLC, a Delaware limited liability company (“Developer”). The City and the Developer are collectively referred to herein as the “Parties” and sometimes individually as a “Party”.
RECITALS
A. The City owns or controls certain real property located at 4th and Railroad A
venue, as more particularly described in Exhibit A attached to this Agreement (the “Site” or the “Property”).
B. On January 7, 2021, the City issued a Notice of Availability of Surplus Land to s
olicit proposals to develop on the Site an affordable housing development consistent with the California Surplus Lands Act (California Government Code Section 54220-54234). Developer was selected as developer of the Site.
C. Developer proposes to develop on the Site a mixed-use development project, i
ncluding below market housing (the “Project”), which Developer may propose to integrate into a larger development to include adjacent land owned or leased by Developer.
D. The purpose of this Agreement is to establish: (1) the general tasks to be undertaken by the Developer and City during the term of this Agreement; and (2) the procedures and standards for the negotiation by the Parties of a Disposition and Development Agreement (the "DDA"). As more fully set forth herein, the Parties acknowledge and agree that this Agreement in and of itself does not obligate either Party to acquire or convey any property, does not grant the Developer the right to develop the Project, does not obligate the City to approve any planning applications, and does not obligate either Party to engage in any activities or incur any costs to develop the Project other than those activities set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties mutually agree as follows:
ARTICLE 1 EXCLUSIVE NEGOTIATING RIGHT
Section 1.1 Incorporation of Recitals. The Recitals set forth above are hereby incorporated by reference and made part of this Agreement.
Section 1.2 Good Faith Negotiations. The City and the Developer shall negotiate diligently and in good faith, during the Negotiating Period described in Section 1.3, the terms of a DDA for the development of the Project. During the Negotiating Period, the parties shall use good faith efforts to accomplish the respective tasks outlined in Article 2 to facilitate the negotiation of a mutually satisfactory DDA. The City and Developer agree that the negotiations pursuant to this Agreement and the DDA will be based on the proposal received from the Developer on May 27, 2021 (the “Proposal”), a copy of which is attached to this Agreement as DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A 10/14/2021
2 Exhibit B for reference purposes.
Section 1.3 Negotiating Period.
(a) The Negotiation Period (“Negotiation Period”) shall commence upon the date the City approves and executes this Agreement and continue until the earlier of (i) thirty-six (36) months after the Effective Date, and (ii) date which is eighteen (18) months following City’s written notice that Developer’s Formal Entitlements Application, as set forth in the ENA Timeline (defined in Section 2.2, below), is substantially complete; provided that the Negotiation Period may be further extended as set forth below.
(b) The Negotiation Period shall be extended or tolled as follows:
(i) with the written consent of the Developer and the City’s City Manager, extended up to a total of six (6) months if, despite the diligent efforts of Developer, longer than anticipated processing times delay the achievement of the milestones set forth in the ENA Timeline.
(ii) if (A) the zoning designation for the property associated with the Entitlements Application for the Project is changed due to a modification of the general plan that requires a significant revision to the Entitlements Application, or (B) the Entitlements Application for the Project requires an environmental impact report, good cause shall be deemed to exist and the Negotiation Period shall automatically be extended for a single twelve (12) month period. If the events described in both (A) and (B) occur, a second non-automatic extension may be granted with the written consent of Developer and City Manager upon the City Manager’s determination that good cause exists in its reasonable discretion. In no event shall more than two (2) 12-month extensions be granted pursuant to this subsection (ii).
(iii) automatically extended for twelve (12) months upon the Planning Commission’s or the City Council’s request for significant modifications to the Entitlements Application at a public hearing;
(iv) automatically extended for up to six (6) months upon the filing by any party of an administrative appeal of any City decision or approval related to the Project for the period of time it takes for the administrative appeal to be resolved;
(v) automatically tolled for a period of up to three (3) years upon the filing of a referendum petition affecting any City decision or approval related to the Project or the filing by any party of a lawsuit relating to any City decision or approval related to the Project. The tolling period shall end upon the date the referendum petition or litigation is resolved;
(vi) tolled for the period of time that Developer’s compliance with the ENA Timeline is delayed, through no action or omission of Developer, by a Force Majeure Event. For purposes hereof, “Force Majeure Event” means (1) acts, failures to act and/or delays of the City in accordance with the ENA Timeline; (ii) acts of God; (iii) flood, fire, earthquake, explosion, pandemic; (iv) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (iv) national or regional emergency, or other event out of Developer’s DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A 3 reasonable control that impacts the ability of Developer or City to meet milestone deadlines as set forth in this Agreement. The foregoing notwithstanding, any extension due to a Force Majeure Event shall run from the time of commencement of the Force Majeure Event, but only if written notice is delivered by Developer to City within thirty (30) days following such commencement of the cause of such Force Majeure Event, and shall continue for the period of time that such Force Majeure Event materially impacts Developer’s or City’s ability to comply with the ENA Timeline.
A
s used in this Agreement, "Negotiation Period" will include any of the applicable above described extension or tolling periods.
(
c) If the City has not approved the DDA by the expiration of the Negotiation Period (as extended by operation of the preceding paragraph), then this Agreement shall automatically terminate and neither Party shall have any further rights or obligations under this Agreement, unless the City, in its sole discretion, agrees in writing to an extension. If a DDA is approved by the City and executed by the Developer prior to the expiration of the Negotiating Period or mutually agreed upon extension of the Negotiating Period, upon the execution of the DDA, this Agreement shall terminate, and all rights and obligations of Parties shall be as set forth in the executed DDA.
Section 1.4 Exclusive Negotiations. During the Negotiating Period, the City shall not negotiate with any entity, other than the Developer, regarding sale or development of the Site or any portion thereof, or solicit or entertain bids or proposals to do so. This provision shall not preclude the City from providing copies of documents or information related to the Site in response to a request under the California Public Records Act or other applicable statutory provisions.
ARTICLE 2. DISCLOSURES AND COOPERATION
Section 2.1 Overview . During the Negotiating Period, the parties shall use reasonable good faith efforts to accomplish the pre-construction tasks set forth in this Article and to accomplish the negotiation of a mutually acceptable DDA. To facilitate negotiation of the DDA, the parties shall use reasonable good faith efforts to accomplish the tasks set forth in this Article in a timeframe that will support achievement of these goals.
CITY and Developer shall generally cooperate with each other and supply such documents and information as may be reasonably requested by the other to facilitate the conduct of the negotiations. Each party shall be responsible for its own costs and expenses related to the negotiation of the DDA.
Developer expressly acknowledges and agrees that neither City nor Developer will be bound by any statement, promise or representation made by City staff or Developer during the course of negotiations of a DDA and that the City and Developer shall be legally bound only upon the approval of the DDA by Developer and by the San Mateo City Council.
Developer further acknowledges and agrees that nothing in this Agreement or City ’s cooperation in satisfying its obligations under this Agreement shall be deemed a promise, representation or guaranty that the parties will reach any future agreement or enter into a DDA.
Section 2.2 Tasks and Timelines
DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A 4 (a) A tentative schedule of estimated milestones to be met under this Agreement (“ENA Timeline”) is attached as Exhibit C to this Agreement. Each party shall exercise good faith efforts to meet its deadlines in the ENA Timeline. Without limiting the ENA Timeline, the following are basic tasks to begin upon execution of this Agreement:
• City shall provide access to site for developer, as set forth more fully below. • City shall organize meetings with key players such as staff from Planning, Public Works, City Attorney, as well as consultants to begin pre-development activities and analysis of financing programs.
• City will provide Developer with a copy of any and all third-party reports, studies and similar documents prepared or commissioned by the City with r
espect to the Property within 30 days following execution of this Agreement with respect to documents then in its possession or under its reasonable c
ontrol, and promptly upon their completion with respect to any subsequently prepared documents.
• Developer will disclose to City the names of other developers, primary employee contacts, consultants, or representatives anticipated to be directly involved in the Project.
• The Developer, within ten (10) days of receipt of any of the followi ng
doc
uments, shall provide City with copies of all third-party reports, studies and s
imilar documents, but excluding confidential or proprietary information, prepared or commissioned by the Developer with respect to the Property.
The Developer makes no representation or warranty as to the accuracy or completeness of any such materials.
(b) During the negotiation period, the parties will use their respective good fait h
ef
forts to negotiate and enter into a DDA which shall include, but not be limited to, the following:
• The design of, or design alternatives for, the Project by Developer, which des
ign shall include site design, landscape, architecture, and environmental mitigation, if any, of the Project and be subject to approval by City; • The construction of the Project by Developer in accordance with plans and specifications to be provided by Developer and approved by City pursuant to a detailed schedule of performance, which schedule shall include a
c
ommensurate level of review and timeliness of approvals by the City; • The requirement that Developer comply with all applicable equal opportunity standards established by federal, state, and local law; • The right of City to inspect the Project from time to time to assure compliance w
ith these provisions;
• A description of the income mix for the Project;
• Agreement by City to convey a long-term ground leasehold interest in the Site DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A 5 to an entity or entities affiliated with Developer, including the terms and conditions of such conveyance and the terms and form of the ground lease; • The financing and equity plan provided by Developer and financing provided by
the City for the Project;
• A det
ailed schedule of performance for the Project; and
• I
nclude other elements as may be required to demonstrate site control to third par
ty funding sources.
(c) In connection with the DDA and the planning of the Project, the City will cooperate in good faith with Developer in the integration of the Project into a dev
elopment plan that includes possible shared or integrated improvements with immediately adjacent or contiguous properties owned or leased by Developer.
The detailed method of integration shall be set forth in the DDA.
Section 2.3 Due Diligence.
During the Negotiating Period the Developer shall conduct due diligence activities, including but not limited to planning, soils report, hazardous materials report, financial feasibility and title adequacy. Developer shall conduct or cause its consultants or subcontractors to conduct physical due diligence activities to determine whether the Site is suitable for the Development, taking into account the geotechnical and soils conditions, the presence or absence of toxic or other hazardous materials, the massing of the proposed Development improvements and the parking requirements imposed on developments of this type and the other environmental and regulatory factors that the Developer deems relevant. Developer and City shall cooperate to timely secure any permission and noticing agreements needed for the Developer to conduct such physical due diligence activities at the Site. If, in the Developer's judgment based on such investigations and analyses, the Site is not suitable for development, the Developer may notify the City in writing prior to the expiration of the Negotiating Period of its determination (an "Unsuitability Notice"). Upon delivery by any of the methods described in Section 3.2 of an Unsuitability Notice by the Developer to the City, this Agreement shall be terminated without further action of any party, and thereafter no party shall have any further duties, obligations, rights, or liabilities under this Agreement. The Parties acknowledge that any executed DDA shall provide a similar opportunity for the Developer to determine the physical suitability of the Site.
In addition, within thirty (30) days following the date of this Agreement, the Developer shall cause a reputable title company to issue a Preliminary Title Report (the "Report") on the Site, and the Developer shall make a copy of the Report available to the City. If the Developer objects to any exception appearing on the Report or should any title exception arise after the date of the Report, the Developer may object to such exception, provided such objection is made to City in writing within forty-five (45) days of receiving the Report. If the Developer objects to any exception to title, the City, within thirty (30) days of receipt of the Developer's objection shall notify the Developer in writing whether the City elects to (1) cause the exception to be removed of record, (2) obtain a commitment from the title company for an appropriate endorsement to the policy of title insurance to be issued to the Developer, insuring against the objectionable exception, or (3) terminate this Agreement unless the Developer elects to take title subject to such exception. If any Party elects to terminate this Agreement pursuant to this Section 2.3, no Party shall thereafter have any obligations to or rights against the others hereunder. The Parties acknowledge that any executed DDA shall provide a similar opportunity DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A 6 for the Developer to determine the title adequacy of the Site.
Section 2.4 Progress Reports. From time to time as reasonably agreed upon by the Parties, each Party shall make oral or written progress reports advising the other Party on studies being made and matters being evaluated by the reporting Party with respect to this Agreement and the Development within ten (10) days of a request from the other Party.
Section 2.5 Prevailing Wages and DIR Registration. To the extent applicable to the implementation of the Project, Developer shall comply with all laws, ordinances, codes and regulations of the federal, state and local governments including, but not limited to, California Labor Code Section 1720 et seq. The City makes no representations or statements, and Developer makes no admission of any kind, that any work performed by Developer pursuant to or in connection with this Agreement or any DDA arising out of this Agreement, or any portion of such work, constitutes or will constitute “public works” as defined in Labor Code Section 1720.
Section 2.6 Environmental Determination. It is the intent of the City and the Developer that any required environmental review for the planning approvals and DDA shall be prepared in a coordinated manner so that the planning approvals and DDA may be reviewed concurrently. During the Negotiating Period, the Developer shall work with the City, as lead agency, to prepare or cause to be prepared any appropriate environmental documentation required by the California Environmental Quality Act (“CEQA”) in connection with the planning approvals; provided, that nothing in this Agreement shall be construed to compel the City to approve or make any particular findings with respect to any CEQA documentation. The Developer shall provide such information about the Project as may be required to prepare or cause preparation and consideration of any CEQA-required document, and shall otherwise generally cooperate to complete this task. Nothing in this Agreement shall be construed to compel the City to approve or make any particular findings with respect to such CEQA documentation. The Developer shall be responsible for the payment of all usual City fees and costs associated with the environmental review of the planning approvals and DDA.
ARTICLE 3 GENERAL PROVISIONS
Section 3.1 Limitation on Effect of Agreement. This Agreement shall not obligate either the City or the Developer to enter into a DDA or to enter into any particular Agreement. By execution of this Agreement, the City is not committing itself to any Project approvals or agreeing to undertake acquisition, disposition, or exercise of control over any Site or any portion of the Site. Execution of this Agreement by the City is merely an agreement to conduct a period of exclusive negotiations in accordance with the terms hereof, reserving for subsequent City Council action the final discretion and approval regarding the execution, if any, of an Agreement and all proceedings and decisions in connection therewith. In the event the parties do not execute a final DDA within the Negotiating Period and any extension agreed to in writing, this Agreement shall terminate and be of no further force and effect. Any DDA resulting from negotiations pursuant to this Agreement shall become effective only if and after such DDA has been considered and approved by the City Council of the City, following conduct of all legally required procedures.
Section 3.2 Governing Law and Venue. The laws of the State of California govern the interpretation and enforcement of this Agreement. In the event of litigation, venue will be in the County of San Mateo.
Section 3.3 Indemnity. Developer shall indemnify, defend, and hold harmless the City, DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A 7 and its elected and appointed officials, employees, and agents (collectively, “City Indemnified Parties”) from and against any and all losses, liabilities, damages, claims or costs (including attorney fees) arising out of Developer’s activities pursuant to this Agreement, excluding any losses arising out of (i) the mere discovery of a pre-existing environmental or physical condition at the Site in the course of due diligence, or (ii) the active negligence or willful misconduct of City or City Indemnified Parties. This indemnity obligation in connection with events occurring prior to the termination of this Agreement will survive the termination of this Agreement.
Section 3.4 Notices. Formal notices, demands and communications between the City and the Developer shall be sufficiently given if, and shall not be deemed given unless, dispatched by certified mail, postage prepaid, return receipt requested, or sent by express delivery or overnight courier service, with signature required, to the office of the parties shown as follows, or such other address as the parties may designate in writing from time to time:
CITY: City of San Mateo
City Manager’s Office
330 W. 20th Avenue
San Mateo, CA 99403
Attn: Kathy Kleinbaum
Developer: DTSM Housing, LLC
c/o Harvest Properties
180 Grand Avenue Suite 1400
Oakland, CA 94612
Attn: Preston O’Connell
Section 3.5 No Commissions. The City shall not be liable for any real estate commissions or brokerage fees that may arise from this Agreement or any DDA resulting from this Agreement. The City represents that it has engaged no broker, agent, or finder in connection with this transaction, and the Developer shall defend and hold the City harmless from any claims by any broker, agent, or finder retained by the Developer.
Section 3.6 Nonliability of Agency Officials and Employees. No Councilmembers, officials, employees, representative, member agents, or contractors of the City shall be personally liable to the Developer in the event of any default or breach by City or for any amount, which may become due to Developer or on any obligations under the terms of this Agreement.
Section 3.7 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. The part and paragraph headings used in this Agreement are for purposes of convenience only and shall not be construed to limit or extend the meaning of this Agreement.
Section 3.8 Entire Agreement and Amendments. This Agreement represents the entire and integrated agreement between City and Developer and supersedes all prior negotiations, representations, and agreements, either written or oral.
Section 3.9 Waiver of Lis Pendens. It is expressly understood and agreed by the DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A 8 parties that no lis pendens shall be filed against the Site, or any portion of the Site, with respect to this Agreement or any dispute or act arising from it.
Section 3.10 Costs and Expenses. Except as otherwise specified herein, each party shall be responsible for its own costs and expenses in connection with any activities and negotiations undertaken in connection with this Agreement, and the performance of each party's obligations under this Agreement.
Section 3.11 Default and Remedies.
(a) Default. Failure by either party to negotiate in good faith as provided in this A
greement shall constitute an event of default hereunder. The non-defaulting party shall give written notice of a default to the defaulting party, specifying the nature of the default and the required action to cure the default. If a default remains uncured thirty (30) days after receipt by the defaulting party of such notice, or, if the default cannot be cured within thirty (30) days, if the defaulting party fails to commence to cure within thirty (30) days and thereafter diligently pursue such cure and complete such cure within a reasonable period thereafter, the non-defaulting party may exercise the remedies set forth in subsection (b). (b)
R
emedies. In the event of an uncured default by either party, the Developer may elect the following remedies: (i) terminate this Agreement, in which case following such termination, neither Party shall have any further right, remedy or obligation under this Agreement; or (ii) seek specific performance of the good faith and exclusive negotiating obligations of the City under this Agreement. The Developer's remedy of specific performance shall mean that if the City breaches its duty of negotiating in good faith or negotiating exclusively with the Developer, that the Developer may seek appropriate order requiring the City to re-engage in meaningful and good faith negotiations and/or cease or refrain from negotiating with any third party until the end of the Negotiating Period. In the event of an uncured default by the Developer, the City’s sole remedy shall be to terminate this Agreement. Following such termination, neither party shall have any further right, remedy or obligation under this Agreement; provided, however, each Party’s indemnification obligation shall survive such termination.
Except as expressly provided above, neither party shall have any liability to the other for damages or otherwise for any default, nor shall either party have any other claims with respect to performance under this Agreement. Each party specifically waives and releases any such rights or claims they may otherwise have at law or in equity.
Section 3.12 Assignment. The Developer may not transfer or assign any or all of its rights or obligations hereunder except with the prior written consent of the City, which consent shall be granted or withheld in the City's sole discretion, and any such attempted transfer or assignment without the prior written consent of the City shall be void. Notwithstanding the foregoing, the Developer shall have the right to assign its rights and obligations under this Agreement to an affiliated entity, pursuant to a form of assignment agreement approved in advance by the City.
Section 3.13 No Third Party Beneficiaries. This Agreement is made and entered into solely for the benefit of the City and the Developer and no other person shall have any right of action under or by reason of this Agreement.
DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A 9 Section 3.14 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement.
Section 3.15 Authority to Execute. The undersigned represent and warrant they are each duly authorized to execute this Agreement on behalf of the respective party and to take the actions necessary to perform hereunder without the need to seek further authorization from the entity each represents.
Section 3.16 Right of Entry. The Developer and its consultants shall have the right to enter upon the Site during normal business hours to carry out normal business activities such as attending meetings, engaging with staff, carrying out visual observations, etc. No formal notice is required for such activities on the Site. The Developer and its consultants shall obtain the City’s written approval (which approval may be given by the City Manager and shall not be unreasonably withheld, conditioned or delayed), which may be requested and provided via email, prior to entering upon the Site to conduct physical investigations in accordance with this Agreement. Any such requests shall include, at a minimum, a description of the work to be performed and any expected disruption to the physical state of the Site, the names and company affiliations of any personnel that will perform such work, and a projected schedule for the work. Such work, once approved, shall be conducted during normal business hours, unless otherwise approved by the City. In connection with such entry and investigation, the Developer shall: (i) give the City or its designee reasonable advance notice; (ii) repair and restore any damage it may cause; (iii) carry or cause its consultants entering the site to maintain insurance in accordance with Section 3.21, including without limitation the obligation to obtain an endorsement to have the City named as an additional insured; and (iv) deliver to the City, within ten (10) days of receipt thereof, a complete copy of any investigation, test, report or study which the Developer conducts, or causes to be conducted, with respect to the Site.
Section 3.17 Non-Recourse to Agents. No member, official, employee, agent, or consultant of any Party to this Agreement shall be personally liable to any other Party, or any successor in interest or person claiming by, through or under any Party, in the event of any default or breach, or for or on account of any amount which may be or become due, or in any claim, cause or obligation whatsoever under the terms of this Agreement.
S ection 3.18 Relationship of the Parties. The subject of this Agreement is a co- development undertaking between the Parties for coordinated development of the Site. Aside from the relationship between the Parties described herein and to be further negotiated under this Agreement for inclusion in the executed DDA, neither Party is acting as the agent of the other Party in any respect, and none of the provisions in this Agreement shall be deemed to render the City a partner in any additional business, venture, or enterprise of the Developer.
S ection 3.19 Cooperation. In connection with this Agreement, the Developer and the City shall reasonably cooperate with one another to achieve the objectives and purposes of this Agreement. In so doing, the Parties shall each refrain from doing anything that would render its performance under this Agreement impossible, and each shall do everything that this Agreement contemplates that the Party shall do to accomplish the purchase of this Agreement.
DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A 10 Section 3.20 Governing Law and Venue. This Agreement shall be governed by the laws of the State of California and, in the event of litigation, venue will be in the County of San Mateo.
Section 3.21 Insurance. Prior to entering the Site, or allowing its consultants, contractors or subcontractors to enter the Site for purposes of physical due diligence investigations under this Agreement, Developer shall procure and maintain, or cause its consultants, contractors, and subcontractors to procure and thereafter maintain for the duration of this Agreement the insurance coverages specified in Exhibit D to this Agreement.
WHEREFORE, the parties have executed this Agreement on or as of the date first above written.
By: DTSM HOUSING, LLC,
a Delaware limited liability company
_________________________________
Donald Peterson, Vice President
_________________________________
Patrick P. Calihan, Vice President
B
y: CITY OF SAN MATEO
_________________________________
Drew Corbett, City Manager
Approved as to form:
_________________________________
Gabrielle Whelan, Assistant City Attorney
DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A
11 EXHIBIT A
DESCRIPTION OF PROPERTY
Th
e real property referred to herein is that certain real property located in the City of San Mateo, County of San Mateo, State of California, described as follows:
L
ots 2, 3 and 4 of Block 10 as shown upon that certain map as laid out by C.B. Polhemus, recorded in Book 2 of Miscellaneous Records, Page 95, in the Office of the County Recorder of the County of San Mateo, State of California.
A
.P.N 034-179-050
034-179-060
DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A 12 EXHIBIT B
PROPOSAL
DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A
May 27, 2021
Ms. Kathy Kleinbaum
City Manager’s Office
City of San Mateo
330 W. 20th Avenue
San Mateo, CA 94403
RE: Notice of Availability of Surplus Land – Response to Follow-up Proposal Parameters APNs: 034-179-050; 034-179-060
Dear Ms. Kleinbaum:
Thank you for the opportunity to respond to your questions and comments as described in the “Surplus Land’s Act Follow-up Proposal Parameters,” related to the surplus land owned by the City of San Mateo, located at the corner of S. Railroad Avenue and E. 4th Avenue in Downtown San Mateo (“Talbots City Lot”).
Please consider the below response as supplemental information to the original proposal submitted on March 8, 2021, and the response to follow-up questions, provided on April 5, 2021. As previously expressed, the Harvest Properties, Prometheus and Alta Housing team remain enthusiastic and dedicated to working collaboratively with you, your staff, and all City of San Mateo departments to advance the objectives and priorities of the City with respect to the site, which offers a unique opportunity to create a much needed supply of affordable housing for San Mateo’s residents as well as energize and beautify this part of Downtown San Mateo.
In the following narrative, you will find a detailed response to each question posed. Before delving into these details, we wanted to highlight four key elements or components of our proposed plan for your review and consideration.
Project Vision: Alignment with City Objectives
Our development team is committed to providing a 100% affordable housing project on the Talbots City Lot that will feature a range of unit sizes from studios to 3-bedroom units, and will maximize the number of units that the site can accommodate in a 7-story project. We understand that the City wants the project to accommodate a wide mix of income levels and age ranges, and can assure you that we share this as a critical and essential priority.
As we mentioned in our April response letter to the City, if a Seniors residential community were the preferred direction, based on a unit mix that includes all studio and 1-bedroom units, the preliminary design for the site yields approximately 80 units of housing. This is a viable option that our development team would be very interested and open to pursuing in collaboration with the City. We are equally committed to developing a Family-oriented project, if the City opted to move in that direction. Based on our current design and yield analysis, a Family-oriented project would generate 52-54 housing units, and house 138 residents (according to HUD guidelines). In this development scenario, the unit mix would consist of over 50% of the units as two and three-bedrooms and the income levels would range from 30% to 80% AMI, with an average income level of approximately 43%.
DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A
Our team has a shared commitment to provide our residents of all ages with services which are resident-drive, strength-based, impactful, and empowering. As you can see in the attached Site Plan Exhibit, located on the second story (at the podium level), our plan will include interior and exterior amenity areas for the residents to use and enjoy including a tot lot for children. While the programming and design details have not yet been developed, we anticipate that these spaces including community space on the ground level will be utilized for a full range of family-oriented activities, including but not limited to: flexible spaces for after-school educational programs, play equipment and areas for children to exercise and socialize, food security and health and wellness programs, and recreational space for the community to meet and gather.
Additionally, at the ground level, there will be a welcoming entrance and lobby area for families to enter the building and feel a sense of privacy and comfort. Again, while the specific details and interior space planning will be developed over time with the input of the community and the City, we anticipate that this area will include a welcome desk, resident mailbox area, seating areas, package room, and a community notice or bulletin board, and community gathering area. The ground floor retail area will be leased long-term to Self-Help for the Elderly, which will include a large multi-purpose area. Given that a Family-oriented project generally has most of its events in the late afternoon and evening, the development team hopes to work with Self-Help for the Elderly to allow the residential community to have controlled access to this space during non-business hours.
Self-Help for the Elderly
On the ground floor of the proposed plan, our development team is committed to providing space to house, the non-profit Self-Help for the Elderly. We had the great pleasure of meeting with Ms. Anni Chung, its President and CEO. We applaud the work of this non-profit organization, that has tirelessly strived and succeeded in serving seniors in the community for over 50 years. We would be delighted to work with Self-Help for the Elderly to support its efforts towards improving the quality of life for older adults by empowering themselves and providing a comprehensive range of multicultural and multilingual services.
Our current site plan has approximately 5,000 sq. ft. of ground floor community-serving space. In our meeting with Ms. Chung, she shared more about Self-Help for the Elderly’s specific space needs for their programs. Specifically, they need office space for health care-related supportive and administrative services, a small prep kitchen, as well as a multi-purpose room that can be used to provide meal service (65-75 people), classroom/workshop space, and performance and recreational uses. Based on these requirements, the development team will be able to meet all of their needs to allow them to continue providing the desired services for the community at the project.
Additionally, since our team has site control of the adjacent property at S. B. Street, we believe we can expand the development footprint, and can provide an even more robust set of community benefits, which could also include additional ground floor space for Self-Help for the Elderly to ensure that their current and future needs could be satisfied. We understand the limited resources and financial constraints of this non-profit organization and their importance to the whole San Mateo community.
Our team plans to provide this space at an extremely below market rent. The team will work with Self- Help for the Elderly to ensure an appropriate build-out that meets their vision for the space. In our DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A
discussions with Self-Help for the Elderly, between our delivery condition and their reserved funds, we collectively will be able to provide the required capital for them to successfully move into the project.
Outside Sources of Funding
Our development team understands the City’s proposed structure, which consists of the City’s contribution of the Talbots City Lot, in the form of a long-term ground lease for $1 per year. That said, the development team prefers a fee simple transfer, but can accommodate the ground lease structure, if preferred by the City. Additionally, we fully appreciate the importance of minimizing the City’s financial assistance to the maximum extent possible by applying for multiple outside sources of funding.
In response to this City priority, we have explored, researched and analyzed the outside sources as detailed in the “Follow-up Proposal Parameters”, and have determined that a Family-oriented project of our size and scope would qualify for and be able to obtain these outside funding sources.
Project Labor Agreement
The development team shares the City’s priority for supporting local Labor Unions, wherever possible.
The Partnership is open to exploring a potential Project Labor Agreement for this project. In that spirit, the project team has reached out to the SMC Building Trades Council to initiate that discussion and we look forward to continuing the dialogue on this topic.
Below please find responses to the specific questions raised in Follow-up Proposal Parameters. If you have any further questions or comments, our development team would be very happy to answer any questions you might have. As we have stated in both our original proposal and our previous response to the City, in the end, our goal is to support the City in achieving its objectives of providing safe, secure and attractive affordable housing for its residents.
We are confident that if the City were to choose our development team, you would find the Alta Housing, Prometheus and Harvest Properties team to be one that is collaborative, transparent, and always willing to have an open dialogue with you, all members of the City’s team, as well as community stakeholders. Harvest and Prometheus are very proud to be working with Alta Housing on this exceptional community opportunity. Alta Housing (previously Palo Alto Housing), a community-based non-profit has been developing and managing affordable housing in San Mateo and Santa Clara Counties for over 50 years. They are uniquely positioned to manage and provide all the residential supportive care services that will be needed and required for the residents to thrive.
Working collaboratively with Self Help for the Elderly, in conjunction with the City of San Mateo, we are committed to working together to create a new development project that serves the multi-generational needs of the San Mateo community. Thank you again for this opportunity to respond to your questions.
If you should have any further questions or require additional clarification, please do not hesitate to let us know. Our development team truly looks forward to the next steps in the selection process.
Yours Sincerely,
___________________________ _______________________ ________________________ Preston O’Connell Pat Calihan Carlos Castellanos Partner Senior Vice President Vice President Harvest Properties Prometheus Alta Housing
DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A
City Question Responses:
1) How many units do you propose to build?
The project currently proposes 52-54-Family-oriented units including a mix of studios, one-bedroom, two-bedroom, and three-bedroom units. Please see below chart for a detailed breakdown of the unit mix. The Family-oriented project continues to be our recommended approach as the project scores very strong for many funding sources, caters to residents of all ages creating a multi- generational project, and despite fewer total units, the project will accommodate 138-residents which is approximately 25% more residents than a 90-unit senior housing project. The development team has elected to provide a larger amenity area on the second floor that creates an indoor/outdoor environment resulting in a 52-unit project, but if the City prefers the higher range of units then the development team can reduce the size of the indoor amenity area to add two additional units, resulting in a 54-unit project.
2) What income ranges would your project accommodate?
The project provides units ranging from 30% to 80% AMI with an average income level of approximately 43%.
3) How much on-site parking are you able to provide for the residential units? The project currently proposes 90 total parking stalls across the site. The current plan for the Family- oriented housing project is to allocate 0.7 stalls per unit (37-stalls) to the residential portion of the project. The four different uses at the project have different peak demand times. The goal will be to incorporate a shared parking concept, as is standard in Downtown San Mateo projects, among the different uses: i) residential, ii) commercial, iii) retail, and iv) public parking. This shared concept will provide excess parking stalls to the residential units during off-peak hours. If additional parcels on the block are acquired, then it will allow for an increased below-grade parking structure providing the opportunity for additional stalls to be allocated to the residential as well as additional flex parking for the residential and the public during off-peak commercial times.
4) Describe any on-site amenities associated with your project.
The project will dedicate the majority of the ground floor to Self-Help for the Elderly to provide a permanent location for the organization so it can continue to serve the needs of the community of San Mateo. Self-Help for the Elderly’s space will consist of a multi-faceted large community room to serve daily lunches, host dancing/music and other recreational events, as well as allow for the option of partitioning the space into three classroom areas for educational workshops. The development team also plans to work with Self-Help for the Elderly so that some of this space may be available to the residential community in the evenings and on the weekends. We see these two uses as being very complimentary to each other.
Unit Type Unit Total %
Studio 12 23%
1 Bed 11 21%
2 Bed 14 27%
3 Bed 15 29%
Total 52 100%
DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A
The second floor of the project will provide 1,500 square feet of indoor space and over 2,500 square feet of outdoor space to create an indoor/outdoor amenity area for the residents. This space has not been fully programmed but will consist of flexible spaces for after-school activities and homework, play equipment and areas for children to exercise and socialize, and recreational space for the community to meet and gather.
The development team is committed to developing a community where residents not only live but thrive. Alta Housing has a long track record of providing on-site supportive services to its residential communities. Alta Housing’s mission has been to partner with residents to provide services which are resident-driven, strength-based, impactful, and empowering. Alta currently provides support in the following areas: 1) Supporting Counseling & Housing Retention to help residents meet their goals, 2) Community Building & Resident Leadership, and 3) Educational Programs & Social Services such as after-school and summer youth programs, parenting classes, financial literacy workshops, job coaching, and health and wellness initiatives.
5) What is your expectation of the required ask of the City’s affordable housing fund? The revised proposal requests $2,000,000 of funding from the City of San Mateo. The development team will exhaust all potential avenues of funding prior to relying on the City for any financial commitment. The current proposal does not include the Commercial Linkage fee from the development team’s commercial projects. The Commercial Linkage fee will be paid directly to the City for each project. The Commercial Linkage fee will increase the City’s affordable housing fund by over 50%, providing the ability for the City to apply these funds to additional housing opportunities, thereby helping to address the housing shortage within the Bay Area. Based on current available funding sources, we estimate the $5.6M of Commercial Linkage fees could be leveraged to create an additional 20-30 housing units for the community.
The $5.6M of proposed Commercial Linkage fees that will be paid to the City includes $1,300,000 of additional fees that is directly related to the Talbots City Lot that the City would not obtain if the team is unsuccessful in acquiring a lease-hold interest in the City Lot. Additionally, the development team will contribute equity up to $2,900,000 as a Developer Community Benefit Contribution to the project to cover any potential shortfall and provide for greater certainty of execution.
6) What other funding sources will you seek for this project? With funding for affordable housing currently and projected to be in very short supply, our team worked diligently and engaged a third-party expert to confirm the potential competitiveness of the full range of state, federal, and other housing funding programs (see table below). In this way and combined with our own Developer Community Benefit Contribution, we aim to minimize and potentially eliminate financial support necessary from the City. Please see below the competitive funding scoring matrix developed for our project:
DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A
Competitive Funding
Program
Competitive
Funding Source
Our Projected Score Competitive Threshold*
Tax-Exempt Bonds CDLAC
(California Debt
Limit Allocation
Committee)
• 120 out of 120
• Tiebreaker:
155,246 (lower
is better)
• 119 out of 120
• Tiebreaker: 246,741
Multi-Family Housing
Program (MHP)
HCD (State of
CA Housing and
Community
Development
Department)
• 116 out of 116
• Tiebreaker:
0.329 (lower is
better)
• 116 out of 116
• Tiebreaker: 0.490
Infill Infrastructure Grant
(IIG)
HCD • 250 out of 250 • 224 out of 250
Transit-Oriented
Development (TOD)
HCD • 290 out of 300 • 265 out of 300
Affordable Housing
Program (AHP)
FHLB (Federal
Home Loan
Bank)
• 70.69 out of
100
• 70.00 out of 100
*The lowest score among the projects which were successfully awarded funding in that program’s previous round inclusive of the set-aside, if applicable, in which this project would compete.
Furthermore, our due diligence confirms that the proposed project design and location meets the current regulatory requirements necessary to compete as a family project in a High Resource Area, giving it a distinct competitive advantage to all other projects across the State which do not meet these requirements.
At the same time, our financing plan takes into account that two sources which continue to be challenging or out-of-reach for even the best family projects, namely Section 8 vouchers and 9% tax credits.
• For Section 8, our due diligence confirmed that currently project-based vouchers are oversubscribed with limited availability except for an allocation for veterans. We will continue to stay in contact with the County should that change.
• The 9% tax credit program continues to be limited due to the size of the Region. That said, we are looking at maximizing the adaptability to be competitive for 9% and understand that HCD is exploring the possibility of allowing the MHP program to be used with 9% tax credits; this is currently disallowed. Were that to happen, we would apply our full effort to achieve the 9%/MHP combo, in order to reach the above-stated goal of reducing or eliminating City funding.
Funding Sources Overview:
Our projections effectively and fully leverage State funding and other sources – including the Developer Community Benefits Contribution – to minimize the City’s financial assistance. A discussion of each source follows:
a. 4% Tax Credit:
The project assumes 4% tax credit funding with the competitive CDLAC tiebreaker necessary to obtain this funding.
DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A
b. San Mateo County Affordable Housing Fund (AHF):
In order to limit the number of required sources, the proposal currently does not rely on funding from the County, but during the financing process the development team will leave “no stone left unturned” and will exhaust all potential funding sources. The Developers Community Benefit Contribution will supplant the customary necessary funding from the County of San Mateo. c. Federal Home Bank Affordable Housing Program (AHP):
We have included $765,000 in AHP funding; per our research, the project surpasses the threshold required to be considered competitive for this funding source. Of note, a higher per- unit AHP loan than what we are including significantly reduces application competitiveness under current regulations.
d. Project Based Vouchers:
Conversations with the County have confirmed that currently project-based Section 8 vouchers are very limited and prioritized for veterans. The Section 8 program is most often called upon to support the limited income available from tenants exiting homelessness. Rather than rely upon this scarce resource – and potentially delay project construction – we instead opted to leverage the higher incomes available from the 80% AMI units and supplement the shortfall with the Developers Community Benefit Contribution. However, it is important to note that this did not come at the expense of fully funding the service provision for the formerly homeless tenants which is a necessary component to help them stay housed; our budget includes 1 FTE Service Coordinator and 1 FTE Services Specialist.
e. Other State Programs:
a. Multi-Family Housing Program (MHP)
Our project intentionally takes full advantage of MHP for the following reasons:
1. It is routinely the most-funded State program with the greatest number of funding “rounds” per year with the greatest funding per round.
2. We have designed the project to meet the CTCAC requirements for family housing. That, combined with the site’s location in a High Resource Area, allows the project to garner a greater per-unit MHP subsidy vs. if either of these were not the case. This advantage comes without damaging the project’s overall competitiveness for this resource.
3. The project has a very competitive tiebreaker and we are confident in our ability to obtain this financing.
b. Infill Infrastructure Grant (IIG)
We propose to pair the MHP funding with the IIG program. Our due diligence has confirmed that the project could score extremely well, based upon the updated regulations issued this month. The IIG program will be an excellent source to cover related construction-period costs such as utility connections and sidewalk improvements. Our IIG “self-score” shows a high degree of feasibility in obtaining this competitive resource.
c. Transit Oriented Development Programs (TOD)
Although our due diligence confirms that the project would score very well for TOD (290 out of 300, whereas 265 was the minimum to be awarded in the previous round), we propose not to rely upon this funding source unless one of the following facts is changed:
DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A
1. The TOD Program isn’t reliably available.
1. The previous round in 2020 was the first TOD “NOFA” since 2014.
2. HCD has not announced plans for another TOD NOFA.
3. In addition, TOD funding often lags other programs ($140 million for TOD in 2020 vs. $160 million for IIG in 2021, $195 million for MHP in 2021, and $297 million for MHP in 2020).
2. HCD guidelines prohibit “subsidy stacking” – one unit cannot benefit from both MHP and TOD funding (but IIG is exempt).
3. The greater per-unit loan amount available to this project under the MHP program – described above – is not available under TOD for any project; therefore, the maximum possible award under TOD will always be less than the maximum MHP award for this project under current regulations.
7. Would you consider trying to acquire the parcels immediately fronting the Talbot’s parking lot along B-Street for a larger development site?
The development team is open to acquiring the parcels fronting the Talbot’s parking lot. The opportunity to transform the full City block will lead to a very exciting development that will further allow the team to curate a marque project that meets the City’s vision for the Downtown area. Acquiring the adjacent sites will provide optimal site flexibility, additional parking stalls, enhanced architectural design, increased programming to activate the public realm, and provide subsidized rent to offer community serving retail. The team currently controls the 445 S. B Street (former Talbots Toy Store), which provides many benefits to the City Lot such as: i) replacement of public parking, ii) on-site parking for the residential units, iii) Developer Community Benefit Contribution of $2.9M to cover the potential short-fall and provide a further the ability to provide subterranean parking.
8. Would you consider entering into a Project Labor Agreement for this project? The development team is open to exploring a Project Labor Agreement for this project and has reached out to James Ruigomez at the SMC Building Trades Council to discuss the potential to work together on this project.
DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A
Conceptual Rendering – Street View
DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A
Proposed Ground Floor Plan
DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A Proposed Second Floor with Amenity Space
DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A
Proposed Third & Fourth Floor
DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A
Proposed Fifth – Seventh Floor
DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A 13 EXHIBIT C
ENA Timeline
No. Milestone Responsibility Time to complete Target Dates Total Timeline (months)
1. Effective Date City of San
Mateo
October 2021 0
2. Obtain Preliminary Title Report
Developer 1 month November 2021 1
3. Submit any Objections to Exceptions in
Title Report
Developer 1 month December 2021 2
4. City Response to Objections City of San
Mateo
1 month January 2022 3
5. Initiate Phase I and Geotech Studies
Developer 3 months January 2022 3
6. Formal Pre-Application Submittal Developer 12 months October 2022 12
7. City to review Project for CEQA
Requirements
City of San
Mateo
1 month November 2022 13
8. Scope technical studies required for
CEQA review and select CEQA
consultant and initiate CEQA review
Technical studies may be initiated at the
request of applicant but at their risk of
scope adjustment per PC comments
City of San
Mateo
4 months
(From pre-app submittal)
February 2023 16
9. Draft Disposition & Development
Agreement
City of San
Mateo
5 months
(From pre-app submittal)
March 2023 17
DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A 14 No. Milestone Responsibility Time to complete Target Dates Total Timeline (months)
10. Pre-Application Review Process
Includes City staff review, neighborhood
meeting and Planning Commission study
session. City to provide summarized staff
and Planning Commission comments after
completion of pre-app
City of San
Mateo
6 months April 2023 18
11. Submit Formal Entitlements Application Developer 4 months August 2023 22
12. Formal Entitlements Application
deemed Complete and all design issues
resolved
City of San
Mateo
9 months May 2024 31
13. Planning Commission Public Hearing City of San
Mateo
2 months July 2024 33
14. City Council Public Hearing City of San
Mateo
2 months September 2024 35
15. Execute Disposition & Development
Agreement
City of San
Mateo /
Developer
1 month October 2024 36
DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A 15 Exhibit D
Due Diligence Insurance Requirements
Developer shall procure and maintain, and/or cause its consultants, or subcontractors to procure and maintain, for the duration of the contract, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder its agents, representatives, employees, consultants, or subcontractors. With respect to CGL and Contractors Pollution Liability, as they relate to an environmental contractor or consultant, coverage should be maintained for a minimum of five (5) years after contract completion.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and compl eted operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering any auto (Code 1), or if Contractor has no owned autos, hired (Code 8) and non-owned (Code 9) autos, with limit no less than $1,000,000 per accident for bodily 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 of no less than $1,000,000 per accident for bodily injury or disease.
4. Contractors Pollution Legal Liability Insurance. If any of the w ork will involve physical testing or invasive investigation for hazardous materials, Developer’s contractor shall maintain in force, for the full period of such work, insurance covering losses caused by pollution conditions that arise from the operations of the contractor. The policy of insurance affording these required coverages shall be written in an amount of at least $2 ,000,000 per loss, with an annual aggregate limit of at least $2,000,000 per policy period of one year.
If the Developer or consultant or subcontractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by such entity. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. At the option of the City, the Developer its consultant or subcontractor shall provide coverage to reduce or eliminate such self-insured retentions as respects the City, its officers, officials, employees, and volunteers; or the Contractor shall provide evidence satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses.
DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A 16 Other Insurance Provisions
A. The General Liability , Automobile Liability and Contractors Pollution Liability policies are to contain, or be endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Developer including materials, parts or equipment furnished in connection with such work or operations by obtaining endorsement ISO Form CG 20 42, Additional Insured – Automatic Status for Designated Operations or equivalent. General liability coverage can be provided in the form of an endorsem ent to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
2. For any claims related to this project, the insurance obtained by Developer and its consultants and subcontractors shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, agents, and volunteers. Any insurance or self -insurance maintained by the City, its officers, officials, employees, agents, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.
3. Each insurance policy required above shall pr ovide that coverage shall not be canceled, except with notice to the City.
B. If the work of the Developer or its consultants or subcontractors includes the transportation of hazardous materials, the Automobile Liability policy shall be endorsed to include Transportation Pollution Liability insurance, covering materials to be transported by Developer or its consultant or subcontractors pursuant to the contract. This coverage may also be provided on the Contractors Pollution Liability policy.
C. If General Liability or Contractors Pollution Liability coverages are written on a claims -made form:
1. 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 after completion of the contract of 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 an extended period coverage for a minimum of five (5) years after completion of contract work.
4. A copy of the claims reporting requirements must be submitted to the City for review.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best rating of no less than A:VII if admitted in the State of California.
Verification of Coverage
Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A 17 listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them.
The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Waiver of Subrogation
Contractor hereby grants to City a waiver of subrogation which any insurer may acquire against City, its officers, officials, employees, and volunteers, from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect 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.
The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Contractor, its employees, agents, and subcontractors.
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A Holder Identifier : 7777777707070700077761616045571110767716017305557207542137772516310072751477146331120772505102077111307172010766331557074626635761277640710623753247233207704011752274530076727242035772000777777707000707007 7777777707070700073525677115456000723001406037112007023227343173100071322372430731110702233724307300007022227353063010070222373521620100703322625217300007122336242163111077756163351765540777777707000707007 Certificate No : 570089787912
CERTIFICATE OF LIABILITY INSURANCE
DATE(MM/DD/YYYY)
10/06/2021
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
PRODUCER
Aon Risk Insurance Services West, Inc.
Denver CO Office
1900 16th Street, Suite 1000
Denver CO 80202 USA
PHONE
(A/C. No. Ext):
E-MAIL
ADDRESS:
INSURER(S) AFFORDING COVERAGE NAIC #
(303) 758-7688
25682The Travelers Indemnity Co of CTINSURER
A:
25674Travelers Property Cas Co of AmericaINSURER B:
25658The Travelers Indemnity Co.INSURER C:
INSURER D:
INSURER E:
INSURER F:
FAX
(A/C. No.): (303) 758-9458
CONTACT
NAME:
INSURED
DTSM Housing, LLC
1900 South Norfolk St. Suite 150
San Mateo CA 94403 USA
COVERAGES CERTIFICATE NUMBER: 570089787912 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, Limits shown are as requested
POLICY EXP
(MM/DD/YYYY)
POLICY EFF
(MM/DD/YYYY)
SUBR
WVD
INSR
LTR
ADDL
INSD POLICY NUMBER TYPE OF INSURANCE LIMITS
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
POLICY LOC
EACH OCCURRENCE
DAMAGE TO RENTED
PREMISES (Ea occurrence)
MED EXP (Any one person)
PERSONAL & ADV INJURY
GENERAL AGGREGATE
PRODUCTS - COMP/OP AGG
X
X
X
GEN'L AGGREGATE LIMIT APPLIES PER:
$1,000,000
$300,000
$5,000
$1,000,000
$2,000,000
$2,000,000
B 07/31/2021 07/31/2022Y Y
SIR applies per policy terms & conditions
Y6604S783163TIL21
PRO-
JECT
OTHER:
AUTOMOBILE LIABILITY
ANY AUTO
OWNED
AUTOS ONLY
SCHEDULED
AUTOS
HIRED AUTOS
ONLY
NON-OWNED
AUTOS ONLY
BODILY INJURY ( Per person)
PROPERTY DAMAGE
(Per accident)
X
BODILY INJURY (Per accident)
$1,000,000A 07/31/2021 07/31/2022
SIR applies per policy terms & conditions
Y Y COMBINED SINGLE LIMIT
(Ea accident)
BA-4S773170-21-14-G
EXCESS LIAB
X OCCUR
CLAIMS-MADE AGGREGATE
EACH OCCURRENCE
DED
$10,000,000
$10,000,000
07/31/2021
SIR applies per policy terms & conditions
UMBRELLA LIABB Y 07/31/2022Y CUP4S8246962114
RETENTIONX
X
E.L. DISEASE-EA EMPLOYEE
E.L. DISEASE-POLICY LIMIT
E.L. EACH ACCIDENT $1,000,000
X OTH-ER
PER STATUTEB 07/31/2021 07/31/2022
SIR applies per policy terms & conditions
UB4S6436152151RC 07/31/2021 07/31/2022
$1,000,000
Y / N
(Mandatory in NH)
ANY PROPRIETOR / PARTNER /
EXECUTIVE OFFICER/MEMBER N / A
Y
N
Workers Comp Retro
SIR applies per policy terms & conditions
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
If yes, describe under
DESCRIPTION OF OPERATIONS below
$1,000,000
UB4S4115522151K
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of San Mateo, its officers, officials, employees, and volunteers are included as additional insured as respects general liability, automobile liability and umbrella liability. Coverage is primary and non-contributory. Waiver of subrogation applies in favor of the certificate holder as respects general liability, automobile liability, umbrella liability and workers compensation. 30 day notice of cancellation will be provided to the certificate holder, 10 day notice for non-payment of premium. Applicable deductibles or self-insured retentions as follows: general liability deductible is $25,000; automobile liability deductible is $1,000; umbrella liability self-insured retention is $0; work comp deductible is $150,000.
CANCELLATIONCERTIFICATE HOLDER
AUTHORIZED REPRESENTATIVE
City of San Mateo
330 W. 20th Ave
San Mateo CA 94403 USA
ACORD 25 (2016/03)
©1988-2015 ACORD CORPORATION. All rights reserved
The ACORD name and logo are registered marks of ACORD
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A Addendum
AGENCY CUSTOMER ID:
ADDITIONAL REMARKS SCHEDULE
LOC #:
ADDITIONAL REMARKS
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance EFFECTIVE DATE:
CARRIER NAIC CODE
POLICY NUMBER
AGENCY
See Certificate Numbe
See Certificate Numbe
Aon Risk Insurance Services West, Inc.
570000066669
570089787912
570089787912
Page _ of _
NAMED INSURED
DTSM Housing, LLC
Policy#: US00093047LI21A
Limit: $15,000,000 xs of $10,000,000
Carrier: XL Insurance American, Inc.
Effective Date: 7/31/2021-7/31/2022
Policy#: USL007528213
Limit: $25,000,000 xs of $25,000,000
Carrier: Fireman's Fund Insurance Company (An Allianz Company) Effective Date: 7/31/2021-7/31/2022
Policy # ECA2261768055
Limit: $25,000,000 xs of $50,000,000
Carrier: American Fire and Casualty Company
Effective Date: 7/31/2021-7/31/2022
Policy # LA21EXRZ08UVUIC
Limits: $25,000,000 xs of $75,000,000
Carrier: Navigators Specialty Insurance Company
Effective Date: 7/31/2021-7/31/2022
ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A DocuSign Envelope ID: 65FA6E34-B7E1-457C-BFAF-F138124E671A Certificate Of Completion
Envelope Id: 65FA6E34B7E1457CBFAFF138124E671A
Status: Completed
Subject: Please DocuSign This Document - DTSM Housing ENA Source Envelope:
Document Pages: 38
Signatures: 4
Envelope Originator:
Certificate Pages: 6
Initials: 0
Laurie Strange
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
330 W. 20th Avenue
City Clerk's Office
San Mateo, CA 94403
[email protected]
IP Address: 64.207.219.73
Record Tracking
Status: Original
10/14/2021 12:02:24 PM
Holder: Laurie Strange
[email protected]
Location: DocuSign
Signer Events
Signature
Timestamp
Donald Peterson
[email protected]
Sr Vice President
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 209.78.58.252
Sent: 10/14/2021 12:14:10 PM
Viewed: 10/14/2021 12:44:13 PM
Signed: 10/14/2021 12:44:21 PM
Electronic Record and Signature Disclosure:
Accepted: 10/14/2021 12:44:13 PM
ID: 778f4fb8-8467-432e-a3e2-523372d4edb7
Patrick Calihan
[email protected]
Managing Member
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 107.77.214.182
Signed using mobile
Sent: 10/14/2021 12:44:26 PM
Viewed: 10/14/2021 12:48:16 PM
Signed: 10/14/2021 12:48:30 PM
Electronic Record and Signature Disclosure:
Accepted: 10/14/2021 12:48:16 PM
ID: 4f8d8651-e78b-4e87-82f3-f395a3752068
Gabrielle Whelan
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 98.42.61.55
Sent: 10/14/2021 12:48:35 PM
Viewed: 10/14/2021 4:33:50 PM
Signed: 10/14/2021 4:34:56 PM
Electronic Record and Signature Disclosure:
Accepted: 10/14/2021 4:33:50 PM
ID: ac7b9f1d-a901-45e8-b99d-e8caacdd5c35
Drew Corbett
[email protected]
X City Manager
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 69.209.30.64
Sent: 10/14/2021 4:35:01 PM
Viewed: 10/14/2021 4:36:16 PM
Signed: 10/14/2021 4:36:25 PM
Electronic Record and Signature Disclosure:
Accepted: 10/14/2021 4:36:16 PM
ID: 831319d0-614b-48a1-81e6-f325e7bdd501
In Person Signer Events
Signature
Timestamp
Editor Delivery Events
Status
Timestamp
Agent Delivery Events
Status
Timestamp
Intermediary Delivery Events
Status
Timestamp
Certified Delivery Events
Status
Timestamp
Carbon Copy Events
Status
Timestamp
Kathy Kleinbaum
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 10/14/2021 4:36:29 PM
Viewed: 10/14/2021 4:48:51 PM
Electronic Record and Signature Disclosure:
Accepted: 8/18/2021 11:03:35 AM
ID: 88318ea4-efe5-476a-bd00-6479da49b16c
Alesha Boyd
[email protected]
Management Analyst
Carahsoft OBO City of San Mateo
Security Level: Email, Account Authentication
(None)
Sent: 10/14/2021 4:36:31 PM
Viewed: 10/14/2021 4:39:54 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Kathy Costa
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 10/14/2021 4:36:32 PM
Electronic Record and Signature Disclosure:
Accepted: 6/18/2021 3:50:30 PM
ID: 68077317-afa9-4e47-a7d2-f5633ffdf998
Tyler Issadore
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 10/14/2021 4:36:33 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Preston O'Connell
[email protected]
Vice President
Security Level: Email, Account Authentication
(None)
Sent: 10/14/2021 4:36:34 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jonathan Stone
[email protected]
Sr. Director
Security Level: Email, Account Authentication
(None)
Sent: 10/14/2021 4:36:36 PM
Viewed: 10/14/2021 4:44:36 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events
Status
Timestamp
Laurie Strange
[email protected]
Executive Secretary
City of San Mateo
Security Level: Email, Account Authentication
(None)
Sent: 10/14/2021 4:36:37 PM
Resent: 10/14/2021 4:36:44 PM
Viewed: 10/14/2021 4:48:12 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events
Signature
Timestamp
Notary Events
Signature
Timestamp
Envelope Summary Events
Status
Timestamps
Envelope Sent
Hashed/Encrypted
10/14/2021 12:14:10 PM
Certified Delivered
Security Checked
10/14/2021 4:36:16 PM
Signing Complete
Security Checked
10/14/2021 4:36:25 PM
Completed
Security Checked
10/14/2021 4:36:37 PM
Payment Events
Status
Timestamps
Electronic Record and Signature Disclosure
CONSUMER DISCLOSURE
From time to time, Carahsoft OBO City of San Mateo (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign, Inc. (DocuSign) electronic signing system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the ‘I agree’ button at the bottom of this document .
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after signing session and, if you elect to create a DocuSign signer account, you may access them for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign ‘Withdraw Consent’ form on the signing page of a DocuSign envelope instead of signing it. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures Electronic Record and Signature Disclosure created on: 6/13/2017 8:08:23 AM Parties agreed to: Donald Peterson, Patrick Calihan, Gabrielle Whelan, Drew Corbett, Kathy Kleinbaum, Kathy Costa electronically from us.
How to contact Carahsoft OBO City of San Mateo:
You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:
To contact us by email send messages to: [email protected] To advise Carahsoft OBO City of San Mateo of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous e-mail address, your new e-mail address.
We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc. to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in the DocuSign system.
To request paper copies from Carahsoft OBO City of San Mateo To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to [email protected] and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with Carahsoft OBO City of San Mateo To inform us that you no longer want to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your DocuSign session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to [email protected] and in the body of such request you must state your e-mail, full name, US Postal Address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..
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Vista®; Mac OS® X
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or above (Windows and Mac); Safari™ 3.0 or
above (Mac only)
PDF Reader: Acrobat® or similar software may be required to view and print PDF files
Screen Resolution: 800 x 600 minimum
Enabled Security Settings: Allow per session cookies
** These minimum requirements are subject to change. If these requirements change, you will be asked to re-accept the disclosure. Pre-release (e.g. beta) versions of operating systems and browsers are not supported.
Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the ‘I agree’ button below.
By checking the ‘I agree’ box, I confirm that:
• I can access and read this Electronic CONSENT TO E LECTRONIC RECEIPT OF ELECTRONIC CONSUMER DISCLOSURES document; and
• I can print on paper the disclosure or save or sen d the disclosure to a place where I can print it, for future reference and access; and
• Until or unless I notify Carahsoft OBO City of San Mateo as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by Carahsoft OBO City of San Mateo during the course of my relationship with you.