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HomeMy WebLinkAbout2021-06-22 City Council Agenda PacketCity Council 1 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION ON THE CITY OF PALO ALTO WEBSITE. Tuesday, June 22, 2021 Special Meeting 5:00 PM Agenda posted according to PAMC Section 2.04.070. Supporting materials are available in the Council Chambers on the Thursday 11 days preceding the meeting. ***BY VIRTUAL TELECONFERENCE ONLY*** CLICK HERE TO JOIN Meeting ID: 362 027 238 Phone:1(669)900-6833 Pursuant to the provisions of California Governor’s Executive Order N-29-20, issued on March 17, 2020, to prevent the spread of Covid-19, this meeting will be held by virtual teleconference only, with no physical location. The meeting will be broadcast on Cable TV Channel 26, live on YouTube at https://www.youtube.com/c/cityofpaloalto, and Midpen Media Center at https://midpenmedia.org. Members of the public who wish to participate by computer or phone can find the instructions at the end of this agenda. To ensure participation in a particular item, we suggest calling in or connecting online 15 minutes before the item you wish to speak on. PUBLIC COMMENT Members of the public may speak to agendized items; up to three minutes per speaker, to be determined by the presiding officer. If you wish to address the Council on any issue that is on this agenda, please complete a speaker request card located on the table at the entrance to the Council Chambers, and deliver it to the City Clerk prior to discussion of the item. You are not required to give your name on the speaker card in order to speak to the Council, but it is very helpful. Public comment may be addressed to the full City Council via email at City.Council@cityofpaloalto.org. TIME ESTIMATES Time estimates are provided as part of the Council's effort to manage its time at Council meetings. Listed times are estimates only and are subject to change at any time, including while the meeting is in progress. The Council reserves the right to use more or less time on any item, to change the order of items and/or to continue items to another meeting. Particular items may be heard before or after the time estimated on the agenda. This may occur in order to best manage the time at a meeting or to adapt to the participation of the public. HEARINGS REQUIRED BY LAW Applicants and/or appellants may have up to ten minutes at the outset of the public discussion to make their remarks and up to three minutes for concluding remarks after other members of the public have spoken. Call to Order Agenda Changes, Additions and Deletions Oral Communications 5:00-5:15 PM Members of the public may speak to any item NOT on the agenda. Council reserves the right to limit the duration of Oral Communications period to 30 minutes. 2 June 22, 2021 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION ON THE CITY OF PALO ALTO WEBSITE. Consent Calendar 5:15-5:20 PM Items will be voted on in one motion unless removed from the calendar by three Council Members. 1.Approval of Construction Contract Number C21178601A With Azulworks, Inc. in the Amount of $1,954,900; Authorization for the City Manager to Negotiate and Execute Change Orders up to a Not-to-Exceed Amount of $195,490 for the Rinconada Park Improvement Project, Capital Improvement Program Project PE-08001; and Approval of Budget Amendments in the Stormwater Management Fund and the Capital Improvement Fund 2.Approval of a Lease Agreement With BioScience Properties for the Regional Water Quality Control Plant Workspace at 1900 Embarcadero Road in the Estimated Total Amount of $1.73 Million for a Period of Five-years; and Approval of a Fiscal Year 2022 Budget Amendment in the Wastewater Treatment Fund 3.Approval of: 1) Construction Contract With O'Grady Paving, Inc. in the Amount of $6,688,253 and Authorization for the City Manager to Negotiate and Execute Change Orders up to a Not-to-Exceed Amount of $668,825; 2) Contract Amendment Number 4 to Contract C14150694 With Mark Thomas and Company in the Amount of $27,136; and 3) Adoption of a Resolution for Senate Bill 1, the Road Repair and Accountability Act for Fiscal Year 2022, Providing the Project List for the Charleston-Arastradero Corridor Project – Phase 3, Capital Improvement Program Project (CIP) PE-13011 4.Approval of Contract Number C21181431 With Palo Alto Housing Corporation (PAHC) Housing Services, LLC for a Not-to-Exceed Amount of $316,236 to Provide Administration and Consulting Services for the City’s Below Market Rate Housing Program for a Term of Two-years Through June 2023; and Approve a Fiscal Year 2022 Budget Amendment in the Residential Housing Fund 5.Approval of: 1) Contract Amendment Number Four to Contract Number C12142825 With NV5, Inc in an Amount Not-to-Exceed $527,146 to Incorporate the Approved California Department of Transportation (Caltrans) Additional Budget Request for the Newell Road/San Francisquito Creek Bridge Replacement Project, Capital Improvement Program (CIP) Project PE-12011, and to Extend the Contract Through December 31, 2024; 2) a Cooperation Agreement With the City of East Palo Alto; and 3) a Budget Amendment in the Capital Improvement Fund Q&A Public Comment 3 June 22, 2021 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION ON THE CITY OF PALO ALTO WEBSITE. City Manager Comments Action Items Include: Reports of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Reports of Officials, Unfinished Business and Council Matters. 5:20-6:20 PM 6.Consideration of Rescinding the City’s Local Emergency Proclamation; Adopt an Emergency Ordinance to Continue the Uplift Local Encroachment Permit Program, Including Temporary Parklets; and Discuss and Provide Direction on Street Closures Under the Uplift Local Streets Program 6:20-7:20 PM Review of the Policy & Services Committee's Recommendation on State Legislative Advocacy; Discussion and Direction on Potential Alterations to the City's State Legislative Advocacy Program and Related Actions 7:20-10:00 PM 8.PUBLIC HEARING / QUASI-JUDICIAL. 250 Hamilton Avenue [20PLN-00118]: Appeal of Director's Approval of Three Wireless Communication Facilities (Verizon Cluster 4) by Verizon to be Placed Adjacent to 853 and 1221 Middlefield Road and 850 Webster Street. Environmental Assessment: Exempt From the Provisions of California Environmental Quality Act (CEQA) per Section 15303 (New Construction and Conversion of Small Structures) and 15311 (Accessory Structures) Council Member Questions, Comments and Announcements Members of the public may not speak to the item(s) Adjournment AMERICANS WITH DISABILITY ACT (ADA) Persons with disabilities who require auxiliary aids or services in using City facilities, services or programs or who would like information on the City’s compliance with the Americans with Disabilities Act (ADA) of 1990, may contact (650) 329-2550 (Voice) 24 hours in advance. MEMO 7. Presentation Public Comment Presentation MEMO Staff Presentation Applicant Presentation Appellant Docs Public Comment 4 June 22, 2021 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION ON THE CITY OF PALO ALTO WEBSITE. Public Comment Instructions Members of the Public may provide public comments to teleconference meetings via email, teleconference, or by phone. 1. Written public comments may be submitted by email to city.council@cityofpaloalto.org. 2. Spoken public comments using a computer will be accepted through the teleconference meeting. To address the Council, click on the link below to access a Zoom-based meeting. Please read the following instructions carefully. A. You may download the Zoom client or connect to the meeting in- browser. If using your browser, make sure you are using a current, up-to-date browser: Chrome 30+, Firefox 27+, Microsoft Edge 12+, Safari 7+. Certain functionality may be disabled in older browsers including Internet Explorer. B. You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak. C. When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak. D. When called, please limit your remarks to the time limit allotted. E. A timer will be shown on the computer to help keep track of your comments. 3. Spoken public comments using a smart phone will be accepted through the teleconference meeting. To address the Council, download the Zoom application onto your phone from the Apple App Store or Google Play Store and enter the Meeting ID below. Please follow the instructions B-E above. 4. Spoken public comments using a phone use the telephone number listed below. When you wish to speak on an agenda item hit *9 on your phone so we know that you wish to speak. You will be asked to provide your first and last name before addressing the Council. You will be advised how long you have to speak. When called please limit your remarks to the agenda item and time limit allotted. CLICK HERE TO JOIN Meeting ID: 362 027 238 Phone:1(669)900-6833 City of Palo Alto (ID # 11269) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2021 City of Palo Alto Page 1 Summary Title: Approval of Rinconada Park Improvement Project Construction Contract Title: Approval of Construction Contract Number C21178601A With Azulworks, Inc. in the Amount of $1,954,900, and Authorization for the City Manager to Negotiate and Execute Change Orders up to a Not-to-Exceed Amount of $195,490, for the Rinconada Park Improvement Project, Capital Improvement Program Project PE -08001, and Approval of Budget Amendments in the Stormwater Management Fund and the Capital Improvement Fund From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council: 1. Approve and authorize the City Manager or his designee to execute a construction contract with Azulworks, Inc. (Contract No. C21178601A) in an amount not-to-exceed $1,954,900 for the Capital Improvement Program Rinconada Park Improvements project (PE-08001); 2. Authorize the City Manager or his designee to negotiate and execute one or more change orders to the Construction Contract with Azulworks, Inc. for related additional but unforeseen work which may develop during the project, the total value of which shall not exceed $195,490; 3. Amend the Fiscal Year 2021 Budget Appropriation for the Stormwater Management Fund by: a. Decreasing the Ending Fund Balance by $149,600; b. Increasing the Transfer out to the Capital Improvement Fund by $149,600; and 4. Amend the Fiscal Year 2021 Budget Appropriation for the Capital Improvement Fund by: a. Increasing the transfer in from the Stormwater Management Fund by $149,600; and b. Increasing the Rinconada Park Improvements project (PE-08001) appropriation by $149,600. CITY OF PALO ALTO City of Palo Alto Page 2 Background As part of the Fiscal Year 2021 Adopted Capital Budget, Council approved funding for improvements at Rinconada Park. The improvements address infrastructure, accessibility, and maintenance needs of the park, and were identified and supported by the community as part of the Rinconada Park Long Range Plan (LRP) adopted by Council in 2017. These improvements include replacement of two existing playgrounds and replacement of the existing asphalt walkways. A Park Improvement Ordinance was previously adopted by City Council on January 13, 2020 (Staff Report ID #10576). More details on the Rinconada Park Improvements project and Rinconada Park Long Range Plan can be found on the City’s website at the following links: • Project Information • Rinconada LRP Discussion Rinconada Park Improvement Project (PE-08001) represents the first phase of work outlined by the Rinconada Long Range Plan, a multi-year community-based outreach project to determine priorities and phases of improvement for the overall park. This first phase of work is aligned with the Junior Museum and Zoo (JMZ) improvement project schedule and facility which is expected to open in October 2021 (tentatively) and provides funding for the following park improvement items: • Asphalt pathway replacement (Safety and ADA needs) • Concrete pathway connection from the renovated JMZ parking lot into the park (Safety and ADA needs – provides connection to parking lot and access to the rear of JMZ) • Replacement of the existing children’s playground (ages 5 and up) (Safety and ADA needs) • Relocation and replacement of the existing tot lot playground (ages 2-5) (Safety and ADA needs) • Renovations to the existing group picnic area (Safety and ADA needs) • New picnic area (Meet expansion needs of the JMZ; fulfill high priority of providing more picnic areas in Rinconada which has very few) • New irrigation and planting (Reduce water use and overall maintenance) • Utilities and pad for a future park restroom • New site furnishings (picnic tables, benches, drinking fountains, bbq, etc.) (Safety and ADA needs) Additional project funding from the Stormwater Management Fund is recommended to increase the scope of work for the following green stormwater infrastructure (GSI) feature: • A stormwater filtration planter along Hopkins Avenue treating all the run-off from the Lucie Stern end of the property along with the street. Bid Process City of Palo Alto Page 3 Staff originally bid this project in summer 2020 and received bids higher than the engineer’s estimate. Staff repackaged the project to remove the new restroom from the scope. Funding for the new restroom was removed from the project as part of the Fiscal Year 2022 budget development process. On April 26, 2021, an Invitation for Bids (IFB) for the Rinconada Park Improvement Project was posted online through PlanetBids and 1,355 notifications were sent to general contractors, subcontractors, consultants, and builder’s exchanges through the City’s eProcurement system. The bidding period was 22 days. A non-mandatory pre-bid meeting was held on May 6, 2021. Bids were received from six qualified firms on May 18, 2021 as listed in the attached Bid Summary (Attachment A). SUMMARY OF BID PROCESS BID NAME/NUMBER RINCONADA PARK IMPROVEMENTS PROJECT IFB #178601A PROPOSED LENGTH OF PROJECT 120 calendar days NUMBER OF BID PACKAGES DOWNLOADED CONTRACTORS 38 NUMBER OF BID PACKAGES DOWNLOADED BY BUILDER’S EXCHANGES 5-Builder’s Exchanges; 33-prospective bidders TOTAL DAYS TO RESPOND TO BID 22 PRE-BID MEETING? Yes (Non-mandatory) NUMBER OF BIDS RECEIVED: 6 BID PRICE RANGE (BASE BID) $1,591,400 - $1,843,500 BID PRICE RANGE (BASE BID PLUS ALTERNATES) $2,246,900 - $2,798,556 A review of the bids included the base bid and all the bid alternates . Base bids ranged from $1,591,400 to $1,843,500 and from 1.5% below to 14% above the engineer’s estimate of $1,614,100. Bid alternates ranged from $655,500 to $1,091,091 and from 4% below to 59% above the Engineer’s Estimate of $686,250. Staff has reviewed all bids and recommends that the Base Bid of $1,591,400, plus Additive Bid Alternates (1 through 6; and 8 through 12 as outlined in Attachment B) of $363,500, for a total of $1,954,900, submitted by Azulworks, Inc. be accepted and that Azulworks, Inc. be declared the lowest responsible bidder. Bid alternate items were separated out from the base bid to allow for flexibility selecting the park elements that could be included in the project scope with the current funding available, including the site furnishings and playground equipment. Each of the bid alternate items were part of the original scope of work for this phase of park improvements and were reviewed and supported by the community during the Rincon ada Long Range Plan development. Additive bid alternatives of $363,500 provide for improvements such as expanded decomposed granite, drinking fountains, future restroom utilities, and playground City of Palo Alto Page 4 equipment components. The construction contingency amount of $195,490, which equals 10 percent of the contract value, is requested for related, additional, but unforeseen work which may develop during the project. Staff reviewed information regarding Azulworks, Inc.’s responsibility as a bidder and found Azulworks to be a responsible bidder. Staff also checked with the Contractor's State License Board and confirmed that the contractor has an active license on file. Timeline This project is scheduled for a 120-day construction period. Construction is expected to start in late July or August 2021 and be completed by January 2022. Resource Impact Funding for this project is available in the Fiscal Year 2021 Capital Budget for the Rinconada Park Improvements project (PE-08001). Funding for the green stormwater infrastructure (GSI) features, to be included in the improvements implemented as part of this project, is available in the Stormwater Management Fund Fiscal Year 2021 Operating Budget. Each year, $380,000 is allocated within the Stormwater Management Fund budget to be used to fund GSI projects such as this one throughout the City. Use of this funding for the GSI feature in Rinconada Park was reviewed and has the support of the Stormwater Management Oversight Committee. Of the $380,000 GSI budget, $149,600 is recommended to be transferred from the Stormwater Management Fund to the Capital Improvement Fund in Fiscal Year 2021 for the construction of the GSI Feature in Rinconada Park. This contract is on the City’s construction contract template, which permits the City to terminate without cause/for convenience by providing written notice to the contractor. In the event the City finds itself facing a challenging budget situation, and it is determined that City resources need to be refocused elsewhere, the City can terminate for convenience. Other options include termination due to non-appropriation of funds or amending the contract to reduce the cost, for example, by reducing the scope of work. Council discussed the Rinconada Park Improvements project, Ramos Park Improvements project, and Cameron Park Improvements project during several meetings as part of consideration of capital expense reductions heading into the Fiscal Year 2022 budget process. While the recommendations in this report advance the Rinconada Park project, the Ramos and Cameron Park projects are currently out to bid. Estimates for those projects are within the City Manager’s contracting authority, and the contracts are expected to be executed during the Council’s summer break. Discussion regarding the Rinconada Park Improvements project is ongoing as part of the Fiscal Year 2022 budget process. The current Council direction may result in a reduction in funding of this project in the amount of $1.65 million, to reallocate funding for the rehabilitation of the ROTH facility in partnership with the Palo Alto Museum if alternative funding is not identified. In the event this occurs, staff will have the ability to terminate as noted above and therefore have brought this forward while this budget decision is City of Palo Alto Page 5 being made. It takes advantage of the below engineering estimate pricing and work is not expected to begin until late July or August 2021. Policy Implications The project is consistent with the City’s Comprehensive Plan goals, policies and programs. Stakeholder Engagement Two community meetings, one Parks and Recreation Committee (PRC) meeting, and presentations to the Youth Activity Board and Youth Council were completed in Spring 2019, prior to the PRC’s recommendation of Council approval of the Park Improvement Ordinance in September 2019. Environmental Review Pursuant to the requirements of the California Environmental Quality Act (CEQA), the project is categorically exempt from CEQA, per Section 15303 New Construction or Conversion of Small Structures. A program CEQA review was performed for the Rinconada Long Range Plan that reviewed the overall scope of the proposed Rinconada Park Improvements and deemed them categorically exempt. Attachments: • Attachment A - Rinconada Park Bid Summary ATTACHMENT A Project: Rinconada Park Improvements Project (PE‐08001) IFB Issue Date: April 27, 2021 Bid Opening Date: May 18, 2021 Bid Summary Unit Price Total Item Price Unit Price Total Item Price Unit Price Total Item Price Unit Price Total Item Price Unit Price Total Item Price Unit Price Total Item Price Unit Price Total Item Price Unit Price Total Item Price 001 1 Lump Sum Notification of Residence Lump Sum 1,500.00$                  Lump Sum  $               2,400.00 Lump Sum  $           50,790.00 Lump Sum  $          29,000.00 Lump Sum  $‐   Lump Sum  $            1,500.00 Lump Sum  $              2,865.00 Lump Sum  $            2,170.00  002 1 Lump Sum Erosion Control Lump Sum 12,000.00$               Lump Sum  $             20,000.00 Lump Sum  $           15,261.00 Lump Sum  $            9,000.00 Lump Sum  $               77,000.00 Lump Sum  $          15,000.00 Lump Sum  $           24,048.00 Lump Sum  $            9,470.00  003 1 Lump Sum Treee Protection Lump Sum 8,500.00$                  Lump Sum  $             19,000.00 Lump Sum  $           20,100.00 Lump Sum  $            6,800.00 Lump Sum  $               16,000.00 Lump Sum  $            4,000.00 Lump Sum  $              8,975.00 Lump Sum  $            4,960.00  004 1 Lump Sum Demoltion Lump Sum 127,600.00$             Lump Sum  $           440,000.00 Lump Sum  $         349,800.00 Lump Sum  $          97,000.00 Lump Sum  $             130,000.00 Lump Sum  $          48,000.00 Lump Sum  $         124,120.00 Lump Sum  $       176,000.00  005 1 Lump Sum Asphalt Paving Lump Sum 290,000.00$             Lump Sum  $             80,000.00 Lump Sum  $         312,020.00 Lump Sum  $       494,000.00 Lump Sum  $             190,000.00 Lump Sum  $       208,400.00 Lump Sum  $         248,135.00 Lump Sum  $       418,000.00  006 1 Lump Sum Concerete Paving Lump Sum 64,500.00$               Lump Sum  $             90,000.00 Lump Sum  $           86,402.00 Lump Sum  $       107,000.00 Lump Sum  $             140,000.00 Lump Sum  $       329,000.00 Lump Sum  $         146,621.00 Lump Sum  $       137,000.00  007 1 Lump Sum Decomposed Granite Paving Lump Sum 14,000.00$               Lump Sum  $             13,000.00 Lump Sum  $           10,412.00 Lump Sum  $            9,900.00 Lump Sum  $               12,000.00 Lump Sum  $            6,500.00 Lump Sum  $           20,424.00 Lump Sum  $          18,800.00  008 1 Lump Sum Playground Lump Sum 435,000.00$             Lump Sum  $           435,000.00 Lump Sum  $         494,935.00 Lump Sum  $       458,000.00 Lump Sum  $             490,000.00 Lump Sum  $       428,000.00 Lump Sum  $         328,513.00 Lump Sum  $       355,000.00  009 1 Lump Sum 6' Wood Fencing & Gate Lump Sum 25,000.00$               Lump Sum  $             55,000.00 Lump Sum  $           20,000.00 Lump Sum  $          82,000.00 Lump Sum  $               65,000.00 Lump Sum  $          76,000.00 Lump Sum  $         124,021.00 Lump Sum  $          66,830.00  010 1 Lump Sum Site Furnishing Lump Sum 115,000.00$             Lump Sum  $             90,000.00 Lump Sum  $           77,847.00 Lump Sum  $          69,000.00 Lump Sum  $               85,000.00 Lump Sum  $          61,400.00 Lump Sum  $         101,964.00 Lump Sum  $          58,000.00  011 1 Lump Sum Electrial Lump Sum 85,000.00$               Lump Sum  $             50,000.00 Lump Sum  $           17,604.00 Lump Sum  $          52,000.00 Lump Sum  $               90,000.00 Lump Sum  $          42,000.00 Lump Sum  $         101,790.00 Lump Sum  $          53,169.00  012 1 Lump Sum Irrigation Lump Sum 115,000.00$             Lump Sum  $           120,000.00 Lump Sum  $           84,000.00 Lump Sum  $       115,000.00 Lump Sum  $             110,000.00 Lump Sum  $       135,800.00 Lump Sum  $         155,877.00 Lump Sum  $       123,791.00  013 1 Lump Sum Planting Includes planting, amendment and mulch Lump Sum 85,000.00$               Lump Sum  $             80,000.00 Lump Sum  $           63,923.00 Lump Sum  $          77,000.00 Lump Sum  $               74,000.00 Lump Sum  $          91,000.00 Lump Sum  $         165,059.00 Lump Sum  $          90,000.00  014 1 Lump Sum Relocate All Existing Site Signage as necesssary Lump Sum 3,500.00$                  Lump Sum  $               2,000.00 Lump Sum  $             5,496.00 Lump Sum  $            7,000.00 Lump Sum  $               10,000.00 Lump Sum  $            3,500.00 Lump Sum  $              2,650.00 Lump Sum  $            6,000.00  015 1 Lump Sum Filtration Planter Lump Sum 170,000.00$             Lump Sum  $             50,000.00 Lump Sum  $           60,039.00 Lump Sum  $       178,000.00 Lump Sum  $               76,000.00 Lump Sum  $          80,000.00 Lump Sum  $           58,367.00 Lump Sum  $       100,000.00  016 1 Lump Sum Restroom Lump Sum 56,000.00$               Lump Sum  $             35,000.00 Lump Sum  $           31,860.00 Lump Sum  $          47,000.00 Lump Sum  $               21,000.00 Lump Sum  $          53,700.00 Lump Sum  $           21,524.00 Lump Sum  $          20,000.00  017 1 Lump Sum Gravel at Rear of Girl Scout House Lump Sum 6,500.00$                  Lump Sum  $             10,000.00 Lump Sum  $             6,976.00 Lump Sum  $            5,800.00 Lump Sum  $ 5,000.00 Lump Sum  $            7,100.00 Lump Sum  $              8,358.00 Lump Sum  $            7,500.00   $         1,614,100.00  $       1,591,400.00  $     1,707,465.00  $    1,843,500.00  $         1,591,000.00  $    1,590,900.00  $     1,643,311.00  $    1,646,690.00  Alt 001 1 Lump Sum Expanded Decompsed Granite Lump Sum 11,750.00$               Lump Sum  $             14,500.00 Lump Sum  $             7,600.00 Lump Sum  $          18,000.00 Lump Sum  $               12,000.00 Lump Sum  $          10,000.00 Lump Sum  $           16,116.00 Lump Sum  $          23,000.00  Alt 002 1 Lump Sum Site Furnish Lump Sum 54,000.00$               Lump Sum  $             52,000.00 Lump Sum  $           81,748.00 Lump Sum  $          48,660.00 Lump Sum  $               60,000.00 Lump Sum  $            5,600.00 Lump Sum  $           60,176.00 Lump Sum  $          22,000.00  Alt 003 1 Each Drinking Fountain Lump Sum 18,000.00$               Lump Sum  $             28,000.00 Lump Sum  $           16,701.00 Lump Sum  $          13,800.00 Lump Sum  $               24,000.00 Lump Sum  $          17,000.00 Lump Sum  $           11,967.00 Lump Sum  $          22,000.00  Alt 004 1 Lump Sum Solar System Lump Sum 20,000.00$               Lump Sum  $             17,000.00 Lump Sum  $           13,420.00 Lump Sum  $            5,700.00 Lump Sum  $               14,000.00 Lump Sum  $          31,000.00 Lump Sum  $              8,827.00 Lump Sum  $          16,000.00  Alt 005 1 Lump Sum 1" Gas Stub Out Lump Sum 8,500.00$                  Lump Sum  $               5,000.00 Lump Sum  $             6,012.00 Lump Sum  $          14,200.00 Lump Sum  $               18,000.00 Lump Sum  $            6,000.00 Lump Sum  $           12,060.00 Lump Sum  $          10,000.00  Alt 006 1 Lump Sum Restroom Utility Lump Sum 25,000.00$               Lump Sum  $             11,000.00 Lump Sum  $           10,210.00 Lump Sum  $          14,000.00 Lump Sum  $               24,000.00 Lump Sum  $          27,000.00 Lump Sum  $           26,210.00 Lump Sum  $          11,000.00  Alt 007 1 Lump Sum Playground Equipment  ‐ Giant XL Lump Sum 225,000.00$             Lump Sum  $           292,000.00 Lump Sum  $         464,000.00 Lump Sum  $       300,000.00 Lump Sum  $             268,000.00 Lump Sum  $       294,000.00 Lump Sum  $         241,153.00 Lump Sum  $       360,000.00  Alt 008 1 Lump Sum Playground Equipment  ‐ Tot Lot Lump Sum 85,000.00$               Lump Sum  $             66,000.00 Lump Sum  $         121,000.00 Lump Sum  $          54,000.00 Lump Sum  $               72,000.00 Lump Sum  $       113,000.00 Lump Sum  $           60,966.00 Lump Sum  $       120,000.00  Alt 009 1 Lump Sum Playground Equipment  ‐ Spin Lump Sum 73,000.00$               Lump Sum  $             53,000.00 Lump Sum  $         114,000.00 Lump Sum  $          58,000.00 Lump Sum  $               47,000.00 Lump Sum  $          64,000.00 Lump Sum  $           65,116.00 Lump Sum  $          62,000.00  Alt 010 1 Lump Sum Playground Equipment  ‐ Swing Lump Sum 56,000.00$               Lump Sum  $             42,000.00 Lump Sum  $           76,000.00 Lump Sum  $          36,000.00 Lump Sum  $               42,000.00 Lump Sum  $          52,000.00 Lump Sum  $           53,396.00 Lump Sum  $          65,000.00  Alt 011 1 Lump Sum Playground Equipment  ‐ Adult Fitness Lump Sum 45,000.00$               Lump Sum  $             42,000.00 Lump Sum  $         106,000.00 Lump Sum  $          42,000.00 Lump Sum  $               77,000.00 Lump Sum  $          89,000.00 Lump Sum  $         105,196.00 Lump Sum  $          54,000.00  Alt 012 1 Lump Sum Playground Equipment  ‐ climbing structures Lump Sum 65,000.00$               Lump Sum  $             33,000.00 Lump Sum  $           74,400.00 Lump Sum  $            6,000.00 Lump Sum  $               54,000.00 Lump Sum  $          85,200.00 Lump Sum  $           54,497.00 Lump Sum  $          16,000.00  686,250.00$             655,500.00$           1,091,091.00$     610,360.00$       712,000.00$             793,800.00$       715,680.00$         781,000.00$        2,300,350.00$         2,246,900.00$       2,798,556.00$     2,453,860.00$    2,303,000.00$         2,384,700.00$    2,358,991.00$      2,427,690.00$     Azul Works Joe's Landscape Engineer's Estimate Total (Base + Bid Alternate) Bid Item Approx.  Quantity Unit Description Total Base Bid (Items 001 to 017) Total Bid Alternate (items 001 to Alt 012) Base Bid Bid Alternates Guerra Construction O'Grady Suarez and Munoz QLM SBAY Attachment A City of Palo Alto (ID # 11543) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2021 City of Palo Alto Page 1 Summary Title: Approval of a Lease Agreement for a Portion of 1900 Embarcadero Road Title: Finance Committee Recommends the Approval of a Lease Agreement With BioScience Properties for Regional Water Quality Control Plant Workspace at 1900 Embarcadero Road in the Estimated Total Amount of $1.73 Million for a Period of Five Years and Approval of a Fiscal Year 2022 Budget Amendment in the Wastewater Treatment Fund From: City Manager Lead Department: Public Works Recommendation Finance Committee and staff recommend that City Council: 1. Approve and authorize the City Manager or his designee to execute a Lease Agreement (Attachment A) with BioScience Properties for Regional Water Quality Control Plant work, storage, and parking space at 1900 Embarcadero Road in the approximate amount of $1.73 million for a five-year lease term; and 2. Amend the Fiscal Year 2022 budget Appropriation for the Wastewater Treatment Fund, by a 2/3 vote, by: a. Increasing the rents and leases expenditure appropriation by $318,843 to align with the estimated amount of the first year of expenses of the five -year lease term; and b. Decreasing the ending fund balance by $318,843. Executive Summary On June 15, 2021, the Finance Committee unanimously recommended Council approval of the Lease Agreement. The City’s Regional Water Quality Control Plant (Plant) is entering a period of concentrated Capital Improvement Projects over the next five years with a likely total cost of over $250 million. Six major projects are in the design and construction phases. To facilitate those projects and provide room for construction, staging, consultants, and contractors, some City staff and equipment must be moved from their current location, while maintaining quick and ready access to the Plant. Lease space is currently available immediately adjacent to the Plant at 1900 Embarcadero Road. Staff proposes that the Wastewater Treatment Enterprise City of Palo Alto Page 2 Fund lease approximately 5,500 square feet of space in that building for a term of five years at an estimated total cost of $1.73 million. During that time, it is envisioned that different personnel and equipment would be moved in and out of that space to facilitate different needs during Capital Improvement Program (CIP) construction. Background The Plant treats wastewater from six communities including the City of Palo Alto. Palo Alto contributes approximately one-third of the wastewater to the Plant and pays for approximately one-third of the expenses. Much of the Plant is now 50 years old and must be refurbished or rebuilt as discussed at the April 20, 2021 Finance Committee meeting (SR #12170). In addition, new processes must be added to meet emerging environmental requirements for discharge to the San Francisco Bay and to supply recycled water for irrigation and highly purified water for other uses. These needs resulted in a 2012 Long Range Facilities Plan, which was accepted by City Council. Subsequently, individual CIP projects were developed and six are now in the design and construction process. Discussion In order to move the six CIP projects into the construction phase, space must be created at the Plant for staging, materials storage, contractor and consultant workspace, parking, and the construction itself. One immediate need is to move City employees and materials out of the existing temporary trailers and use these for consultants and contractors. A second need is to move City employees, equipment, and materials out of the Administration Building, which will enable the repurposing of the building for pumping and electronic control of recycled and purified water in the future, consistent with several CIP projects. This move also relocates employees to more appropriate distances from motors, pumps, and electronics, which are in the current facility. In addition, the move frees up a large open space for larger gatherings with necessary distancing for meetings and job walks with contractors. The Plant currently does not have a space that serves this function. While it had been hoped to accomplish these moves much sooner, good alternatives did not exist. Just recently, space for personnel, materials, equipment, and parking has becom e available at 1900 Embarcadero Road, immediately adjacent to the Plant. This location will act as a modest extension of the Plant, in a way that no other available property would. Employees will be able to walk and move materials, equipment, and samples around at the Plant much as they would have from their current locations. The new location will allow staff to perform inspection, investigation, repair, design, construction oversight, and outreach material preparation functions. These functions cannot be efficiently performed at remote locations. The effort to work at home in response to the pandemic confirmed that most Plant workers cannot efficiently perform most of their tasks remotely. Some Plant workers can perform some tasks at home but space will still be needed at the Plant to store, lay out work, and work with materials. Understanding that the Plant space requirements would likely exceed the current footprint, staff has had an ongoing dialogue for the past decade with the two owners of appropriat e City of Palo Alto Page 3 buildings adjacent to the Plant. Until just recently, opportunities for leasing space of the right size in one of those buildings was not available. Now, for the first time in more than 20 years, the City has an opportunity to lease space adjacent to the Plant. Approximately 5,500 square feet of space is available in 1900 Embarcadero Road, at the corner of Embarcadero Road and Embarcadero Way. This is sufficient for approximately 25 employees (and their materials) most in need of relocation to allow the CIP projects to move forward. Since it is not known when this opportunity will present itself again, the Finance Committee unanimously recommended that City Council approve and authorize the City Manager to execute the attached Lease Agreement (Attachment A) with BioScience Properties. One of the CIP projects in the group of six near-term CIP projects referred to above is the New Laboratory and Environmental Services Building (WQ-14002) or “Laboratory Building”. This new building would replace a number of f unctional areas around the Plant and the 50-year-old facilities they are in. A preliminary design of this building resulted in a new cost estimate of almost $60 million. This estimate is much higher than an earlier estimate included in the 2012 Long Range Facilities Plan. Therefore, creative alternatives are now being explored to reduce the size of this building and reduce its cost. One potential alternative is to purchase the building and thereby reduce the amount of space needed for a Laboratory Building. This possibility will be analyzed in greater detail in the coming months. In the interim, leasing the 5,500 square feet moves the Plant in this direction, with continuing to lease or to purchase the building becoming options. Key Terms of the Lease Agreement COMMENCEMENT DATE: July 1, 2021 EXPIRATION DATE: June 30, 2026 (i.e., sixty (60) months after the Commencement Date) PREMISES TO BE LEASED: Suites 110, 201, 205 and 207 RENTABLE AREA OF PREMISES: 5,469 square feet RENTABLE AREA OF BUILDING: 25,303 square feet BASE RENT: Months of Term Base Rent per Rentable Square Foot Monthly Base Rent 1-12 $5.30 $28,985.70 13-24 $5.46 $29,855.27 25-36 $5.62 $30,750.93 37-48 $5.79 $31,673.46 49-60 $5.97 $32,623.66 Rent for the second (2nd), thirteenth (13th), twenty-fifth (25th) and thirty-seventh (37th) months of the Term shall not be charged. CITY’S SHARE: 21.6% of Rentable space in the Building BASE YEAR: Calendar year 2021 City of Palo Alto Page 4 PARKING SPACES: Sixteen (16) unreserved spaces Rent Amount: As noted above, the proposed lease includes four months of free rent spaced out over the term of the lease. When the four free months are factored in, the $5.30 per rentable square foot base monthly rate is equivalent to an approximately $4.95 starting rate, which is slightly higher than the appraised value of $4.75 per square foot. This rental rate, as adjusted, is higher than the rate the City currently pays for space at Elwell Court ($3.95), but does reflect a negotiated reduction from the original asking price of $5.70 per square foot. The Elwell Court space, located approximately one mile away from 1900 Embarcadero, is used by the Utilities Department. Unike the current situation where the City is dealing with a new owner and uncertain rental environment, the City has leased the Elwell Court facility since 1998, so enjoys the benefit of a long-standing business relationship. The rental rate for 1900 Embarcadero is higher due to its location, condition, parking, amenities, and appearance. The site ’s location is beneficial for the City, because staff’s availability and proximity to the Plant are important for efficient day to day operational needs in order to have easy access the various Plant facilities. Rent Increases Over Time: The type of lease the Owner uses for this building is known as “Full Service”, where a Base Rent ($5.30 per square foot per month, in this case) and a Base Year (2021, in this case) are established. The Base Rent will increase 3 percent annually. The Landlord pays all the building’s operating expenses in the Base (first) Year. The tenant then pays its proportionate share (21.61%) of incremental increases in expenses, over the Base Year, in subsequent years. Projected increases in expenses, if any, are calculated on an annua l basis and added to the monthly rental as “Additional Expenses.” Additional Expenses include on-going operating costs, such as utilities, insurance, property tax, and repair and maintenance. To the degree the expenses are controllable – management and administrative costs, cleaning, security – any increase is capped at 7%. This creates some uncertainty in the rental amount in the four subsequent years of this lease as the owner is new so there is no historical data to review to assess operational performance. The lease does contain a “non-appropriation” clause which provides that if Council does not agree to fund the lease in any year it may be terminated without a penalty. A remaining concern is that property taxes could increase if the building is sold again. However, this is unlikely as the building just sold in the year before the City’s Base Year, and the property taxes are therefore aligned with current market valuation. Resource Impact The total cost of the new lease is estimated to be $1.73 million over the five-year lease term, including an annual increase in the Base Rent of 3 percent. Palo Alto treats the combined wastewater from Palo Alto, Los Altos, Los Altos Hills, Mountain View, Stanford University, and the East Palo Alto Sanitary District, and shares the costs of operating the Plant proportionally with the other partners. Similar to other shared costs for the Plant, Palo Alto’s cost share of the rent is approximately 35 percent and the other five agencies’ share is approximately 65 percent (outlined in below table). City of Palo Alto Page 5 The lease is a “Full Service” type lease in which expenses are paid by the Landlord except that increases in expenses are paid by the City with a cap of 7 percent per year on controllable expenses. This constitutes a 0 to 7+ percent range for years 2 through 5 (FY 2023 through FY 2026) of the lease term and is not built into the estimated cost projection below. No such increases will apply to the first year (FY 2022) and any subsequent increase will be assessed in the subsequent years of the lease term and addressed as needed through the annual budget development process. Additionally, monthly fiber costs for the office suites are estimated at $330 per month or approximately $3,960 annually. These costs are not included in the rent al lease agreement, and will be funded separately through the Utility portion of the operating Budget for the RWQCP. Due to the timing of this agreement, these expenses were not included in the FY 2022 Proposed Operating Budget for the Wastewater Treatment Fund and require a budget amendment in FY 2022 to appropriate funding for the first year of the five-year term estimated at a total cost of $318,843. Funding for subsequent fiscal years of the five-year lease term is subject to the annual appropriation of funds through the budget process. Fiscal Year Total Cost CPA Cost Share FY 2022 $318,843 $110,224 FY 2023 $328,408 $113,531 FY 2024 $338,260 $116,937 FY 2025 $348,408 $120,445 FY 2026 $391,484 $135,336 TOTAL $1,725,403 $596,472 Note: Estimated amounts include an annual 3 percent increase and one month of free rent in years 1, 2, 3, and 4 of the five-year lease term. Stakeholder Engagement Leasing this space will not impact neighbors or Baylands visitors as no activities producing noise or emissions will be transferred to the new location. Therefore, a formal outreach program was not conducted. However, the immediate neighbors were notified, as were the Partners of the Plant. The lease expense is approximently 1.0 percent of the Plant’s estimated annual operating expenses and was not a concern to the Partners. On the contrary, should the lease be extended, or the building purchased, it could result in construction of a considerably smaller Laboratory Building than currently under consideration. This would likely save a large amount of money for all of the Partners. This possibility will be analyzed in the coming months. Environmental Review Approval of the Lease Agreement is exempt from review under the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guideline Section 15301, Existing Facilities, involving negligble expansion of existing or former use. Attachments: City of Palo Alto Page 6 • Attachment A: Lease Agreement for A Portion of 1900 Embarcadero Road LEASE AGREEMENT BETWEEN 1900 EMBARCADERO PROPERTY OWNER, LP, A DELAWARE LIMITED PARTNERSHIP LANDLORD AND CITY OF PALO ALTO, A CALIFORNIA CHARTERED MUNICIPAL CORPORATION TENANT 1900 EMBARCADERO ROAD PALO ALTO, CALIFORNIA Attachment A i TABLE OF CONTENTS Basic Lease Information ............................................................................................................................. iii 1. Definitions ............................................................................................................................................ 1 2. Premises ............................................................................................................................................... 1 3. Term ..................................................................................................................................................... 1 4. Rent; Additional Charges ..................................................................................................................... 1 5. Expenses and Taxes ............................................................................................................................. 2 6. Condition of Premises .......................................................................................................................... 5 7. Common Areas ..................................................................................................................................... 6 8. Use........................................................................................................................................................ 6 9. Alterations and Tenant’s Property ........................................................................................................ 7 10. Repairs and Other Work .................................................................................................................. 8 11. Liens................................................................................................................................................. 8 12. Subordination ................................................................................................................................... 9 13. Inability to Perform .......................................................................................................................... 9 14. Destruction ....................................................................................................................................... 9 15. Insurance ........................................................................................................................................ 11 16. Eminent Domain ............................................................................................................................ 11 17. Assignment and Subletting ............................................................................................................ 12 18. Utilities and Services ..................................................................................................................... 13 19. Default ........................................................................................................................................... 15 20. Indemnity; Waiver; Interest on Overdue Obligations .................................................................... 16 21. Landlord’s Access to Premises ...................................................................................................... 17 22. Notices ........................................................................................................................................... 17 23. No Waiver ...................................................................................................................................... 18 24. Tenant’s Estoppel Certificates ....................................................................................................... 18 25. Rules and Regulations.................................................................................................................... 18 26. Tenant’s Taxes ............................................................................................................................... 18 27. Corporate Authority ....................................................................................................................... 18 28. Miscellaneous ................................................................................................................................ 18 ii Exhibits: A Diagram/Description of Premises B Rules and Regulations Addendum I: Option to Extend Term Schedule I: Tenant’s Insurance Requirements iii BASIC LEASE INFORMATION BUILDING: 1900 Embarcadero Road Palo Alto, California 94303 LANDLORD’S ADDRESS: 1900 Embarcadero Property Owner, LP c/o BioScience Properties, Inc. 514 Via De La Valle, Suite 300A Solana Beach, CA 92075 Attn: Steve Bollert Email: steve@bioscienceprop.com Telephone: (858) 263-0770 With a copy to: 1900 Embarcadero Property Owner, LP c/o BioScience Properties, Inc. 1900 Embarcadero Road, Suite 201 Palo Alto, CA 94303 Attn: Tina Long Email: tina@bioscienceprop.com Telephone: (650) 867-5981 TENANT’S ADDRESS: City of Palo Alto P.O. Box 10250 Palo Alto, CA 94303 Attn: Real Property Manager Email: real.property@cityofpaloalto.org Telephone: (650) 329-2264 With a copy to: City of Palo Alto P.O. Box 10250 Palo Alto, CA 94303 Attn: Public Works – Watershed Protection Email: cleanbay@cityofpaloalto.org Telephone: (650) 329-2598 COMMENCEMENT DATE: July 1, 2021. EXPIRATION DATE: June 30, 2026 (i.e., sixty (60) months after the Commencement Date). PREMISES: Suites 110, 201, 205 and 207 in the Building RENTABLE AREA OF PREMISES: Suite 110: 1,011 rentable square feet Suite 201: 1,600 rentable square feet Suites 205 & 207: 2,858 rentable square feet Total: 5,469 rentable square feet iv RENTABLE AREA OF BUILDING: 25,303 rentable square feet DIAGRAM OF PREMISES: See Exhibit A BASE RENT: Months of Term Base Rent per Rentable Square Foot Monthly Base Rent 1-12 $5.30 $28,985.70 13-24 $5.46 $29,855.27 25-36 $5.62 $30,750.93 37-48 $5.79 $31,673.46 49-60 $5.97 $32,623.66 *Notwithstanding the foregoing, provided that Tenant is not in default under this Lease beyond any applicable notice and cure period, the Base Rent for the second (2nd), and thirteenth (13th), twenty-fifth (25th) and thirty-seventh (37th) months of the Term shall be abated. SECURITY DEPOSIT: $32,623.66 TENANT’S SHARE: 21.61% BASE YEAR: Calendar year 2021 PERMITTED USE: General office, administration, incidental storage, and other ancillary uses as approved by the City of Palo Alto and otherwise in compliance with all applicable laws, ordinances, rules and regulation. PARKING SPACES: Sixteen (16) unreserved spaces (i.e., 3 per 1,000 rentable square feet of the Premises) PARKING FEE: $0 per unreserved space INSURANCE AMOUNT: $1,000,000 per occurrence, $2,000,000 aggregate BROKERS: None 1 LEASE AGREEMENT THIS LEASE, dated as of ______________, 2021, is between 1900 EMBARCADERO PROPERTY OWNER, LP, a Delaware limited partnership (“Landlord”), and CITY OF PALO ALTO, a California chartered municipal corporation (“Tenant”). Landlord and Tenant hereby covenant and agree as follows: 1. DEFINITIONS 1.1. Basic Lease Information The Basic Lease Information is hereby incorporated into and made a part of this Lease. 2. PREMISES 2.1. Premises Defined Landlord leases to Tenant and Tenant hires from Landlord on the terms and conditions contained in this Lease the Premises specified in the Basic Lease Information. Tenant accepts the Rentable Area as specified in the Basic Lease Information as the Rentable Area of the Premises and such area shall not be subject to recalculation. Landlord warrants to Tenant that the Premises and Building have been measured substantially in accordance with industry standards. The terms “common area” and “common areas” shall mean spaces, facilities, and installations such as toilets, janitor, telephone, electrical, and mechanical rooms and closets, trash facilities, stairs, public lobbies, corridors and other circulation areas, wherever located in the Building. The Building, the real property upon which the Building stands, common areas, drives, walkways and other amenities appurtenant to or servicing the Building, are herein sometimes collectively called the “Real Property” or the “Project.” 3. TERM 3.1. Term Commencement The “Term” shall commence on the Commencement Date and shall terminate on the Expiration Date, each as described in the Basic Lease Information. Any occupancy or possession of the Premises by Tenant with Landlord’s permission prior to the date specified for the commencement of the Term shall be upon and subject to all terms, covenants and conditions of this Lease, including the payment of rent. Landlord will make all commercially reasonable efforts to deliver the Premises to Tenant in the condition required by this Lease on the Commencement Date. If, for any reason whatsoever, Landlord cannot deliver possession of the Premises to Tenant on or prior to the Commencement Date as set forth in the Basic Lease Information, then (A) the validity of this Lease shall not be affected except that the Term shall begin at such time that the Premises are delivered to Tenant; and (B) Tenant shall have no claim against Landlord on account of such late delivery, provided, however, that Tenant shall owe no rent until at such time that the Premises is delivered to Tenant and provided further, however, that if Landlord fails to deliver the Premises to Tenant within six (6) months following the Commencement Date as set forth in the Basic Lease Information, then Tenant shall have the right, in its sole discretion, to terminate this Lease. Following the Commencement Date, Landlord will deliver to Tenant a notice identifying the Commencement Date, a copy of which notice shall be executed by Tenant and returned to Landlord. 4. RENT; ADDITIONAL CHARGES 4.1. Annual Rental Tenant shall pay to Landlord during the Term at the address set forth in the Basic Lease Information, without demand, offset or deduction, Base Rent as set forth in the Basic Lease Information. Base Rent shall be payable on or before the first day of each month, in advance, provided that the first month’s rent shall be payable no later than ten (10) days following the execution of this Lease by Tenant. If the 2 Commencement Date or the Expiration Date should occur on a day other than the first or last day of a calendar month, respectively, then the Base Rent for such period shall be prorated. 4.2. Additional Charges Tenant shall pay to Landlord as and when due all charges, expense and tax reimbursements (including, without limitation, Tenant’s Share of Excess Expenses and Excess Taxes), fees, expenses, and all other amounts as provided in this Lease (“Additional Charges”). Unless otherwise specifically provided for herein, all Additional Charges shall be due 30 days following Tenant’s receipt of Landlord’s invoice for the Additional Charges. Base Rent and Additional Charges shall constitute the “Rent” payable by Tenant for the Premises. 4.3. Late Charges If Tenant fails to pay any Rent within five (5) business days after the date Landlord gives Tenant notice, such unpaid amounts will be subject to a late payment charge equal to five percent (5%) of the unpaid amounts in each instance. This late payment charge has been agreed upon by Landlord and Tenant, after negotiation, as liquidated damages and a reasonable estimate of the additional administrative costs and detriment that will be incurred by Landlord as a result of any such failure by Tenant, the actual damages and costs thereof being extremely difficult if not impossible to determine. 4.4. Security Deposit Concurrently with Tenant’s execution of this Lease, Tenant has deposited with Landlord the Security Deposit described in the Basic Lease Information. The Security Deposit shall be held by Landlord as security for Tenant’s performance of the terms of this Lease. Landlord may (but shall not be required to) use all or any part of the Security Deposit to remedy any default of Tenant under the Lease or to compensate Landlord for any loss or damage which Landlord may incur as a result of Tenant’s default. If any portion of the Security Deposit is so used, Tenant shall redeposit said amount with Landlord within ten (10) days of Landlord’s demand therefor. Tenant shall not be entitled to interest on the Security Deposit and Landlord shall not be required to keep the Security Deposit separate from its general funds. 5. EXPENSES AND TAXES 5.1. Definitions For purposes of this Article 5, the following terms shall have the following meanings: (a) “Real Estate Taxes” shall mean any and all real property taxes and any and all general, supplemental and special assessments and reassessments, transit charges, fees or assessments, housing fund assessments, security charges, maintenance fees, payments in lieu of taxes, fees or charges, and any other tax, fee, assessment, charge or excise levied or assessed (whether at the date of this Lease or thereafter) (i) on the Real Property, any portion thereof or Landlord’s interest therein, or Landlord’s personal property used in the operation of the Real Property, (ii) on the use or occupancy of the Real Property or any portion thereof, including, without limitation, any tax or levy made against Rent or gross receipts from the Real Property, (iii) on the sale or other transfer of the Real Property or any portion thereof, or any improvements thereto or recapitalization thereof, (iv) in connection with the business of renting space in the Real Property, or in connection with entering into this Lease or any other lease with respect to the Real Property, or (v) for housing, police, fire, or other governmental services provided by any governmental or public entity and collected by a lien upon the Real Property. Real Estate Taxes shall also include any other tax, fee, or charge that may be levied or assessed as a substitute for any other Real Estate Taxes. Real Estate Taxes shall not include those amounts payable by Tenant pursuant to Section 26, or similar amounts payable directly by other tenants of the Building. Real Estate Taxes shall also include reasonable legal fees, costs and disbursements incurred in connection with proceedings to contest, determine or reduce Real Estate Taxes, to the extent the reduction in Real Estate Taxes exceeds such costs . Tenant may in its sole discretion 3 challenge the assessed value of the Project with the applicable authority, and Landlord wi ll take such commercially reasonable action, at no cost to Landlord, to cooperate with Tenant in any such challenge. (b) “Expenses” shall mean all reasonable actual costs and expenses paid and/or incurred by Landlord in connection with the management, operation, maintenance and repair of the Real Property, including, without limitation, (i) the cost of heating, ventilation, air conditioning, steam, electricity, gas, water, sewer service, mechanical, elevator and other systems and all other utilities, and the cost of supplies and equipment and maintenance and service contracts in connection therewith, (ii) the cost of repairs, replacements, general maintenance and cleaning, including, without limitation, the cost of janitorial and other service agreements and trash removal, (iii) the cost of insurance Landlord reasonably deems appropriate to carry, or is required to carry by any mortgagee under any mortgage against the Real Property or any portion thereof or interest therein with respect to the Real Property (including, without limitation, earthquake and flood insurance) or any of Landlord’s or a property manager’s personal property used in the operation of the Real Property, (iv) wages, salaries, payroll taxes and other labor costs and employee benefits of all on-site employees, and the allocable share of all off-site employees to the extent engaged in the operation, management, maintenance and repair of the Real Property, (v) reasonable fees, charges and other costs, including, without limitation, property management fees, consulting fees, attorneys’ fees and accounting fees of all independent contractors engaged by Landlord, or that are charged by Landlord if Landlord performs equivalent services in connection with the Real Property, (vi) the cost of supplying, replacing and cleaning employee uniforms, (vii) fifty percent (50%) of the fair market rental value of the property manager’s offices in the Building, (viii) the cost of any capital improvements or alterations made to the Real Property after the date of this Lease that are intended as a labor-saving measure or to effect other economies in the operation or maintenance of the Real Property or that are required under any governmental law or regulation that was not applicable to the Real Property at the date of this Lease (in either case amortized over such reasonable period as Landlord shall determine), together with interest on the unamortized balance(s) at the a rate equal to Landlord’s borrowing costs as reasonably determined by Landlord, (ix) all costs and fees for licenses, inspections or permits that Landlord may be required to obtain, (x) exterior and interior landscaping, (xi) depreciation on personal property used by Landlord exclusively on the Real Property, (xii) legal fees, costs and disbursements incurred in connection with proceedings to contest, determine, or reduce Expenses, to the extent the reduction exceeds the costs (xiii) reasonable reserves for any periodic items or improvements that would constitute an Expense when paid (provided that payment of an Expense out of such reserves shall be excluded in calculating Expenses for the applicable period), and (xiv) any other reasonable expenses and costs, whether foreseeable or unforeseeable, incurred in managing, operating, maintaining and repairing the Real Property. (c) “Base Year” shall be as provided on the Basic Lease Information. (d) “Comparison Year” shall mean each calendar year after the Base Year. (e) “Tenant’s Share” of Taxes and Expenses shall be as provided on the Basic Lease Information. If the rentable area of the Premises or the Building is changed for any reason, Tenant’s Share shall be recalculated to equal an amount determined by dividing the rentable area of the Premises after such occurrence by the rentable area of the entire Building after such occurrence. (f) “Excess Taxes” with respect to a given Comparison Year shall mean the excess of Real Estate Taxes for that Comparison Year over Real Estate Taxes for the Base Year. (g) “Excess Expenses” with respect to a given Comparison Year shall mean the excess of Expenses for that Comparison Year over Expenses for the Base Year. 5.2. Special Allocations Real Estate Taxes and Expenses which are, in Landlord’s reasonable discretion, properly chargeable solely to a single tenant or to a group of tenants shall be so allocated. Any amount so allocated to Tenant shall, notwithstanding any other provision of this Lease, be paid by Tenant as Additional Charges. 4 5.3. Real Estate Taxes and Expense Gross-Up Real Estate Taxes and Expenses for any period (including, without limitation, the Base Year) in which the Building is not at least ninety-five percent (95%) occupied shall be adjusted according to Landlord’s reasonable estimate to reflect the Real Estate Taxes and Expenses which would be payable if the Building were ninety-five percent (95%) occupied. 5.4. Payment of Tenant’s Share of Excess Taxes and Expenses Commencing on the first anniversary of the Commencement Date, Tenant shall pay to Landlord, in advance, as Additional Charges one twelfth (1/12th) of Tenant’s Share of Excess Taxes and Excess Expenses for each Comparison Year in an amount estimated by Landlord and billed by Landlord to Tenant. As soon as reasonably possible after the expiration of the Base Year and each Comparison Year, Landlord shall furnish Tenant with a statement (“Landlord’s Statement”) setting forth the actual amount of Real Estate Taxes and Expenses for such Base Year or Comparison Year, as applicable, and Tenant’s Share of Excess Taxes and Expenses for such Comparison Year, which Landlord’s Statement shall include reasonably detailed calculations of such amounts. Tenant may request, within thirty (30) days of receipt of Landlord’s Statement, such additional documentation as is reasonably necessary to review Landlord’s Statement; provided however, that any such request will not affect the timing of any payments required under this Lease and provided further that Landlord shall be obligated to provide only such documentation which is within Landlord’s possession. Upon Tenant’s request, Landlord shall provide such additional documentation within twenty (20) days following the request. If the actual amount of Tenant’s Share of Excess Taxes and Expenses due for such Comparison Year is greater than the estimated amount of Tenant’s Share of Excess Taxes and Expenses paid by Tenant for such Comparison Year, the difference shall be paid by Tenant (whether or not this Lease has terminated) within thirty (30) days after delivery of Landlord’s Statement or paid with the next installment of Base Rent. If the actual amount of Tenant’s Share of Excess Taxes and Expenses due for such Comparison Year is less than the estimated amount of Tenant’s Share of Excess Taxes and Expenses paid by Tenant for such Comparison Year, the difference shall be paid by Landlord (whether or not this Lease has terminated) along with delivery of Landlord’s Statement , or credited against the next installments of Excess Taxes or Excess Expenses due from Tenant hereunder; provided, however, that in no event shall Excess Taxes or Excess Expenses for a given Comparison Year be less than zero. Tenant’s Share of Excess Taxes and Excess Expenses for any Comparison Year that is less than a full year shall be prorated equitably by Landlord. 5.5. Controllable Expenses Notwithstanding any provision of this Lease to the contrary, for the sole purpose of calculating Tenant’s Share of Excess Expenses, the Controllable Expenses (as defined below) for each calen dar year after the Base Year shall not increase by more than seven percent (7%) over the maximum permitted Controllable Expenses for the immediately preceding calendar year (i.e., on a cumulative, compounding basis and regardless of the actual Controllable Expenses incurred for such preceding year); provided, however, that if the actual Controllable Expenses for any calendar year are greater than the maximum amount permitted to be charged to Tenant hereunder, then the difference shall be added to the actual Controllable Expenses for succeeding years of the Term until exhausted. The term “Controllable Expenses” mean those actual Expenses for which increases are reasonably within the control of Landlord, and shall specifically exclude, without limitation, Utility Expenses (as defined below), Insurance Expenses (as defined below), Real Estate Taxes, assessments, the cost of any Project amenities, collectively bargained union wages, costs to comply with governmental laws enacted or first applicable after the Commencement Date, trash removal and any services provided by monopolies or where there is otherwise only one (1) provider available to Landlord. For purposes of this Lease, the following definitions shall apply: (i) “Utility Expenses” shall mean the actual cost of supplying all utilities to the Project and the Building (other than utilities for which tenants of the Building are separately metered), including utilities for the heating, ventilation and air conditioning system for the Building and the Common Areas; and (ii) “Insurance 5 Expenses” shall mean the actual cost of insurance required or allowed to be carried by Landlord under this Lease. There shall be no limitation on the amount of increase from year to year on Expenses which are not Controllable Expenses. 5.6. Objections to Statements Provided that Tenant is not then in default under this Lease beyond any applicable notice and cure period, Tenant shall have sixty (60) days following receipt of Landlord’s Statement, or receipt of additional information requested pursuant to Section 5.4, whichever is later, to raise any objection to the calculations contained therein, and to request adjustments to the data and/or calculations. If Landlord grants Tenant’s request, the Expenses shall be adjusted accordingly. If Landlord disputes Tenant’s request, the Parties agree to seek to resolve the dispute through good faith negotiations. If good faith negotiations fail to resolve the dispute, the Parties agree to mutually select a certified public account (CPA) with not less than 10 years’ experience auditing financial statements related to commercial properties in the San Francisco Bay Area , to review the records and determine whether Tenant’s request for adjustment is justified. The CPA shall not be paid on a contingency fee basis. The Parties agree to accept the CPA’s determination as final. If the CPA confirms Tenant’s request, Tenant’s share of the expenses shall be adjusted retroactively to the start date for such expenses. All costs incurred in connection therewith, including, without limitation, all fees charged by the CPA, shall be the sole responsibility of Tenant, unless the CPA determines that Landlord overstated the Expenses and Taxes by more than five percent (5%), in which event Landlord shall be responsible for the costs of the CPA. Failure of Tenant to object within the sixty (60) day period shall be deemed a waiver of any such objection, absent manifest error. Tenant shall continue to make all payments required hereunder pending resolution of any objection or request for adjustment. No delay by Landlord in providing any Landlord’s Statement shall be deemed a default by Landlord or a waiver of Landlord’s right to require payment of Tenant’s obligations for actual or estimated Excess Taxes or Excess Expenses. 6. CONDITION OF PREMISES The Premises shall be delivered to Tenant as-is, in good, clean and tenantable condition, with all Building Systems working, and in compliance with all applicable laws in effect as of the Commencement Date. Except as expressly set forth herein, Landlord shall have no obligation to perform any work, improvements or alterations to the Premises. Tenant shall be responsible, at its sole cost and expense, for the performance of all work necessary or desirable for Tenant’s occupancy of the Premises (“Tenant’s Work”). All such work shall be subject to the requirements of Section 10.2 below. Landlord makes no representation or warranty as to the nature, quality or suitability for Tenant’s business of the Building or the Premises, and Tenant shall have no rights against Landlord by reason of any claimed deficiencies therein. For the period of ninety (90) consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense, be responsible for any repairs that are required to be made to the Premises, unless Tenant was responsible for the cause of such repair, in which case Tenant shall pay the cost. Landlord and Tenant acknowledge and agree that as of the Commencement Date, the floor of the Premises on the second floor of the Building has a moderate slope (which has a corresponding impact on the ceiling of the Premises on the first floor of the Building), but such slope does not currently impair the tenantability of the Premises for the uses permitted under this Lease. If, at any time during the Term of this Lease, Tenant reasonably determines that such slope materially impairs the tenantability of the Premises for the uses permitted under this Lease, Tenant may deliver a written request to Landlord to remedy such slope (including the ceiling of the first floor Premises) in a manner that will make the Premises tenantable for the uses permitted under this Lease (“Slope Repair Request”). Within forty-five (45) days after receipt of the Slope Repair Request, Landlord shall deliver a written notice to Tenant (“Slope Repair Response”) indicating whether or not Landlord elects, in its sole discretion, to repair the slope (including the ceiling of the first floor Premises) as set forth in the Slope Repair Request. If Landlord elects not to repair the slope (including the ceiling of the first floor Premises) as set forth in the Slope Repair Request, Tenant shall have the right to terminate 6 this Lease by providing written notice to Landlord no later than ten (10) business days following delivery of Landlord’s Slope Repair Response, which termination shall be effective no earlier than ninety (90) days after the date of Landlord’s Slope Repair Response. If, during such ninety (90) day period, Landlord elects to repair the slope as set forth in the Slope Repair Request, Landlord shall deliver prior written notice thereof to Tenant, after which Tenant may elect to either proceed with termination as aforesaid or retract such termination by delivering written notice of such retraction to Landlord no later than ten (10) business days following delivery of Landlord’s notice. In any event, if at any time Landlord elects to repair the slope, Landlord shall, at its sole cost and expense, be responsible for the repair work, and the cost and expense for such shall not be considered an Expense, for purposes of Section 5(b), above, and shall not be passed through in any form to Tenant. 7. COMMON AREAS 7.1. Right to Use Common Areas Tenant and Tenant’s agents, representatives, employees and visitors, shall have the right to use during the Term the common areas of the Real Property in common with other persons approved by Landlord, subject to Landlord’s rules and regulations and the provisions of this Lease, including all security requirements imposed from time to time by Landlord at or for the Real Property. 7.2. Alteration by Landlord Landlord shall at all times maintain and operate the common areas in good repair and condition and in a manner consistent with comparable buildings in the vicinity of the Project. Landlord hereby reserves the right, at any time and from time to time, without the consent of or liability of any kind whatsoever to Tenant, Tenant’s agents, representatives, employees or visitors, to make reasonable alterations or additions to the Real Property, to reasonably change, add to, eliminate or reduce the extent, size, location, shape, number or configuration of any aspect of the Real Property, including any entrances or passageways, doors and doorways, corridors, stairs, building equipment, or any Building Systems or facilities; to close to the general public all or any portion of the Real Property, to the extent and for the period necessary to avoid any dedication to the public, to effect any repairs or further construction, or in case of any other circumstances rendering such action advisable in Landlord’s reasonable opinion; to change any common areas to rental space and any rental space to common areas; to utilize portions of the common areas for entertainment, displays, product shows, the leasing of temporary or permanent kiosks or other such uses as, in Landlord’s reasonable judgment, may attract the public; and to change the name, address, number or other designation by which the Real Property is commonly known. In undertaking any activity provided for in this Section 7.2, Landlord shall not unreasonably restrict Tenant’s access to and use and enjoyment of the Premises and any other portion of the Real Property; Landlord shall use commercially reasonable efforts to limit any interference with the use of the Premises by Tenant in connection therewith, but shall incur no liability for any such interference that may occur, and Tenant shall have no right to abate rent in connection therewith. 8. USE 8.1. Permitted Use The Premises shall be used for the Permitted Use specified in the Basic Lease Information only, and for no other purpose, without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed, subject to the terms and conditions of this Lease. 8.2. No Nuisance Tenant shall not allow, suffer or permit the Premises or any use thereof to constitute a nuisance, to violate any insurance policy restrictions, or to unreasonably interfere with the safety, comfort or enjoyment of the Building by Landlord or any other occupants of the Building or their customers, invitees or any others lawfully in, upon or about the Real Property. 7 8.3. Compliance with Laws Tenant, at Tenant’s expense, shall comply with, and cause all of Tenant’s agents, employees, contractors, representatives, and visitors to comply with, all applicable laws, ordinances, rul es and regulations of governmental authorities applicable to the Premises or the use or occupancy thereof, including, without limitation, the federal Americans With Disabilities Act, as amended; provided that Tenant shall not be obligated pursuant to this Section 8.3 to make or pay for any alterations to the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), any structural elements of the Building, or any common area, unless such alterations are required as a result of Tenant’s actions or Tenant’s default under this Lease or result from particular alterations or improvements to the Premises made by or for Tenant. 8.4. Hazardous Materials Tenant shall not cause or suffer or permit any Hazardous Material, as defined below, to be brought upon, kept, used, discharged, deposited or released in, on, or about the Premises or the Real Property by Tenant, or any of Tenant’s agents, employees, representatives, contractors or visitors, provided that Tenant may keep on the Premises such Hazardous Materials as are customarily used by typical office tenants and are maintained in full compliance with all applicable laws. Landlord represents and warrants that to Landlord’s actual knowledge there are no Hazardous Materials at the Project in violation of any local, state, or federal environmental laws or regulations. Each party shall indemnify, defend and hold the other party harmless from and against any and all claims, damages, costs, liabilities and expenses (including, without limitation, diminution in value or use of the Real Property, attorneys’ fees, consultant fees and expert fees) which arise during or after the Term as a result of any breach by the indemnifying party of this Section 8.4 or any contamination on or affecting the Real Property which is caused by such breach or for which Tenant or Landlord is otherwise legally responsible under this Lease or applicable law. This indemnification obligation shall survive any termination of this Lease and shall include, without limitation, costs incurred in connection with any investigation of site conditions and any clean-up, remedial, removal or restoration work on or affecting the Real Property. “Hazardous Material” means any hazardous, toxic or dangerous substance, material or waste which is or becomes regulated by or under any local, state or federal governmental authority or environmental law, including without limitation (i) all chlorinated solvents, (ii) petroleum products or by-products, (iii) asbestos, and (iv) polychlorinated biphenyls. 9. ALTERATIONS AND TENANT’S PROPERTY 9.1. Alterations Tenant shall not before or during the Term make or suffer to be made any alterations, additions or improvements in or to the Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written consent therefor based on reasonable plans and specifications submitted by Tenant. Landlord’s consent may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s reasonable judgment negatively affect the structure of the Building or the Building Systems, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding anything herein to the contrary, Tenant shall be permitted to make nonstructural alterations to the Premises following ten (10) days’ written notice to Landlord, but without Landlord’s prior consent, to the extent that such alterations do not adversely affect the systems and equipment of the Building, exterior appearance of the Building, or structural aspects of the Building, and provided that such alterations cost less than $20,000 in each instance and are made in compliance with all of Landlord’s rules and regulations for the Project applicable to alterations. 9.2. Removal of Property All Alterations shall become the property of Landlord, and shall be surrendered to Landlord, upon the expiration or earlier termination of this Lease; except for movable equipment, trade fixtures, personal 8 property and furniture owned by Tenant (“Tenant Owned Property”). At Landlord’s sole election made at the time that Landlord approves any Alterations, such Alterations shall be removed from the Premises at Tenant’s sole cost and expense at the expiration or sooner termination of this Lease, and the Premises shall be restored, at Tenant’s sole cost and expense, to their condition before the making of such Alterations, ordinary wear and tear excepted, and such obligations shall survive the expiration or any earlier termination of this Lease. 10. REPAIRS AND OTHER WORK 10.1. Tenant’s Obligations Tenant shall at all times during the Term maintain the Premises in good, clean and sanitary condition, ordinary wear and tear excepted, and, at Tenant’s cost and expense, make all repairs and replacements as and when necessary to preserve the Premises in good working order and such condition; provided that Tenant shall not be obligated to repair or maintain the Building Systems or the str uctural elements of the Building unless such repair or maintenance is necessitated by any act of Tenant, its agents, representatives, employees, contractors or visitors. Notwithstanding the foregoing, Tenant shall not be responsible for the repair of any latent defect in the original construction of the Building or installation of any Landlord installed improvements regardless of time of discovery, and Landlord shall repair the same at its sole cost within a reasonable time, but in no event later than thirty (30) days after discovery of the defect. Landlord shall not be liable for, and there shall be no abatement of Rent with respect to, any injury to or interference with Tenant’s business arising from any repairs, maintenance, alteration or improvement in or to any portion of the Real Property, or in or to any fixtures, appurtenances or equipment therein , except to the extent arising from Landlord’s gross negligence or willful misconduct . Tenant hereby waives the provisions of Sections 1941 and 1942 of the California Civil Code and any similar law now or hereafter in effect, as such laws relate to the condition of the Premises or Tenant’s right to effect repairs in the Premises and deduct the cost thereof from the Rent. 10.2. Conditions Applicable to Repairs and Other Work All repairs, replacements, and reconstruction (including without limitation all Alterations) made by or on behalf of Tenant shall be made and performed (a) at Tenant’s cost and expense and at such time and in such manner as Landlord may reasonably require, (b) by contractors or mechanics reasonably approved by Landlord, (c) so as to be at least equal in quality of materials and workmanship to the original work or installation, (d) in accordance with such reasonable requirements as Landlord may impose with respect to insurance and bonds to be obtained by Tenant, (e) in accordance with all applicable laws and regulations of governmental authorities having jurisdiction over the Premises and all Rules and Regulations for the Real Property adopted by Landlord from time to time, (f) so as not to interfere with the use and enjoyment of the Building by Landlord, other tenants of the Building or any other persons, and (g) in compliance with such other requirements as Landlord may reasonably impose (including without limitation a requirement that Tenant furnish Landlord with as-built drawings upon completion of the work). 11. LIENS Tenant shall keep the Premises and the Real Property free from any liens arising from any acts or omissions of Tenant, or Tenant’s agents, employees, representatives, contractors or visitors. Tenant shall, within thirty (30) days following notice of the imposition of any such lien, cause the same to be released of record by payment or posting of a bond fully satisfactory to Landlord in form and substance, and if Tenant fails to do so Landlord shall have, in addition to all other remedies provided herein and by law, the right (but not the obligation) to cause the lien to be released by such means as Landlord shall deem proper, including without limitation payment of the claim giving rise to such lien. All such sums paid by Landlord and all expenses incurred by it in connection therewith shall be Additional Charges payable by Tenant. Landlord shall have the right at all times to post and keep posted on the Premises any notices permitted or required by law, or that Landlord shall deem proper for the protection of Landlord, the Premises, the Real 9 Property and any other party having an interest therein, from mechanics’, materialmen’s and other liens. In addition to all other requirements contained in this Lease, Tenant shall give to Landlord at least five (5) business days’ prior written notice of commencement of any construction by or for Tenant on the Premises. 12. SUBORDINATION This Lease and Tenant’s rights and interests thereunder shall be subject and subordinate at all times to (a) all existing and future ground leases or underlying leases affecting any portion of the Real Property, and (b) the lien of any existing or future mortgage, deed of trust, or other security instrument in any amount for which any portion of the Real Property or any interest therein is specified as security. Notwithstanding the foregoing, Landlord or the holder of any such ground or underlying lease or such lien shall have the right to cause the same to be subordinated to this Lease, and in such event Tenant shall, at the option of the party who succeeds to the interest of Landlord under this Lease upon any termination of any such ground or underlying lease or upon any foreclosure or assignment in lieu of foreclosure relating to such lien, attorn to and become the tenant of such successor in interest to Landlord, provided that such successor in interest shall recognize and agree to be bound by the terms of this Lease so long as Tenant is not in default. The foregoing provisions shall be self operative and no further instrument shall be required to effect the provisions of this Section; provided that Tenant’s right to possession of the Premises shall not be disturbed so long as Tenant is not in default under this Lease beyond any applicable notice and cure period, and Tenant covenants and agrees to execute and deliver, within ten (10) business days after demand by Landlord and in the reasonable form requested by Landlord, any additional documents evidencing the foregoing, provided such documents contain appropriate non-disturbance provisions assuring Tenant’s quiet enjoyment of the Premises. 13. INABILITY TO PERFORM If by reason of force majeure, including, without limitation, acts of God, governmental restrictions, pandemics (including, without limitation, COVID-19), strikes, labor disturbances, shortages of materials or supplies, or any other cause or event beyond Landlord’s reasonable control, whether similar or dissimilar to the foregoing (“Force Majeure”), Landlord is unable to perform or is delayed in performing any of Landlord’s obligations under this Lease, no such inability or delay shall (a) constitute an actual or constructive eviction, in whole or in part, (b) entitle Tenant to any abatement or reduction of Rent, (c) relieve Tenant from any of its obligations under this Lease, or (d) impose any liability upon Landlord or its agents or contractors by reason of inconvenience or annoyance to Tenant or by reason of injury to or interruption of Tenant’s business, or otherwise. If this Lease specifies a time period for performance of an obligation of Landlord, that time period shall be extended by the period of any delay in Landlord’s performance caused by any of the events of Force Majeure described above. The provisions of this Lease shall supersede California Civil Code Section 1932(1) as it relates to the condition of the Premises or Tenant’s occupancy thereof, and Tenant hereby waives any right to terminate this Lease under Section 1932(1) or under any similar laws, statutes or ordinances now or hereafter in effect. 14. DESTRUCTION 14.1. Repair Subject to the provisions of Sections 14.3 and 14.4 below, if any portion of the Real Property is damaged by any casualty (the “Damaged Property”), then to the extent that the Premises or common areas is made unusable for the normal operation of Tenant’s business on the Premises and the Damaged Property can, in Landlord’s reasonable opinion, be repaired within one hundred eighty (180) days after the date of damage, Landlord shall proceed immediately to make such repairs in accordance with Section 14.4 below. Landlord’s opinion regarding time to repair shall be delivered to Tenant within thirty (30) days after the date of the damage. Rent for the portion(s) of the Premises affected by such repair shall be abated during the period of repair to the extent that Tenant is unable to use such portion(s) of the Premises for the normal 10 operation of Tenant’s business, which shall include repairs to the common areas which prevent Tenant from using the Premises for the normal operating of Tenant’s business. 14.2. Tenant’s Right to Terminate If such damage causes all or any material portion of the Premises to be unusable by Tenant for the normal operation of Tenant’s business on the Premises and in Landlord’s reasonable opinion damage to the Premises cannot be repaired within three hundred sixty (360) days from the date of the damage, Tenant may terminate this Lease by delivery of written notice to Landlord within thirty (30) days after the date on which Landlord’s opinion regarding time and repair is delivered to Tenant. Landlord’s opinion regarding repairability shall be delivered to Tenant within sixty (60) days after the date of the damage. Upon termination, Rent shall be apportioned as of the date of the damage. 14.3. Landlord’s Right to Terminate In the event (i) the Building is totally or substantially destroyed, or (ii) the cost of repair of the Real Property following the damage or destruction equals or exceeds ten percent (10%) of the replacement cost of the Building and such cost is not fully covered by insurance proceeds actually paid or payable to Landlord (and not claimed by Landlord’s mortgagee); or (iii) the Term will expire within one (1) year from the date of any material damage to or destruction of the Premises and Tenant fails to extend the term in accordance with any right expressly granted in this Lease within thirty (30) days after the date of damage; or (iv) the Damaged Property cannot, in Landlord’s reasonable opinion, be repaired within one hundred eighty (180) days after the date of damage or be feasibly restored to substantially the same condition as immediately prior to the damage, then Landlord may elect to terminate this Lease (A) by delivery of written notice to Tenant within thirty (30) days after the date of damage or destruction (in the case of a termination pursuant to clauses (i), (ii) or (iv) above, or (B) by delivery of written notice to Tenant within forty -five (45) days after the date of the damage or destruction (in the case of a termination pursuant to clause (iii) above). 14.4. Extent of Repair Obligations If this Lease is not terminated pursuant to Section 14.2 or 14.3 above, Landlord shall repair the Building and all improvements (except those constructed or installed by Tenant, if any). All such repairs shall be performed in a good and workmanlike manner and shall restore the items repaired to substantially the same usefulness, design and construction as existed immediately before the damage. All work by Tenant shall be performed in accordance with the requirements of Section 10.2. In the event of any termination of this Lease, the proceeds from any insurance carried by Landlord and paid by reason of damage to or destruction of the Real Property or any portion thereof shall belong to and be paid to Landlord. 14.5. Waiver of Subrogation As long as their respective insurance policies so permit, Landlord and Tenant hereby mutually waive their respective rights of recovery against each other for any loss insured by fire, extended coverage and other property insurance policies existing for the benefit of the respective parties. Each party shall obtain any special policy endorsements, if required to evidence compliance with such waiver. 14.6. Non-Application of Certain Statutes The provisions of this Lease constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, or any other portion of the Real Property. Any statute or regulation of the State of California or any other governmental authority or body, including without limitation California Civil Code Sections 1932(2), 1933(4), 1941 and 1942, relating to any rights or obligations of a landlord and tenant upon damage or destruction of the leased premises shall have no application to this Lease or any damage or destruction to all or any part of the Premises or any other portion of the Building, and Tenant hereby waives the provisions of any such statute or regulation. 11 15. INSURANCE Tenant shall during the Term, or during any occupancy or use of the Premises by Tenant prior to the commencement of the Term, provide insurance coverage conforming in all respects to the requirements of Schedule I (Insurance) attached hereto. Tenant shall not do anything, or suffer or permit anything to be done, in, on or about the Premises that shall invalidate or be in conflict with the provisions of any fire or other insurance policies covering the Building or any property located therein. Tenant, at Tenant’s cost and expense, shall comply with, and shall cause all occupants of the Premises to comply with, all applicable customary rules, orders, regulations or requirements of any board of fire underwriters or other similar body. Landlord shall provide property damage insurance during the Term covering the Building. The amounts and terms and conditions of coverage shall be determined by Landlord and shall be as required or approved by Landlord’s mortgagee, if any, and otherwise shall be consistent with property damage policies carried for comparable properties in the immediate vicinity of the Building. 16. EMINENT DOMAIN 16.1. Effect of Taking If the entirety of the Premises is condemned or taken (or any transfer is made in lieu thereof), other than a temporary taking, before or during the Term for public or quasi -public use (each of which events shall be referred to as a “taking”), this Lease shall automatically terminate as of the earlier of the date (the “effective date of taking”) (i) of the vesting of title in the condemning authority, or (ii) the date the condemning authority is authorized to take possession of the Premises. If only a part of the Premises is so taken, this Lease shall automatically terminate as to the portion of the Premises so taken as of the effective date of taking. If any portion of the Real Property is taken so as to render the Building incapable of economically feasible operation as reasonably determined by Landlord, this Lease may be terminated by Landlord, as of the effective date of taking, by written notice to Tenant given at any time prior to the effective date of taking. If a portion of the Premises is taken so as to render the Premises or the remaining portion thereof unusable by Tenant for the normal operation of Tenant’s business on the Premises, this Lease may be terminated by Tenant as of the date of the effective date of such taking, by written notice to Landlord given at any time prior to the effective date of taking. If this Lease is not terminated as a result of a taking, Landlord shall restore the Building to an architecturally whole unit; provided, however, that Landlord shall not be obligated to expend on such restoration more than the amount of the condemnation award actually received by Landlord (and not claimed by Landlord’s mortgagee), nor do more work than that described in Section 14.4, unless Tenant pays to Landlord in advance (and without any credit against Rent or any other obligation of Tenant under this Lease) the difference between the cost of such restoration and the amount of the condemnation award so actually received by Landlord. 16.2. Award Landlord shall be entitled to the entire award for any taking, including, without limitation, any award made for the value of the leasehold estate created by this Lease. No award for any partial or entire taking shall be apportioned, and Tenant hereby assigns to Landlord any award that may be made in any taki ng; provided, however, that nothing contained herein shall be deemed to give Landlord any interest in any separate award made to Tenant for its relocation expenses, the taking of personal property and fixtures belonging to Tenant, the unamortized value of improvements made or paid for by Tenant, or the interruption of or damage to Tenant’s business. 16.3. Abatement of Rent In the event of a partial taking that does not result in a termination of this Lease as to the entire Premises, the Rent shall abate in proportion to the portion of the Premises so taken or rendered unusable by Tenant for the normal operation of Tenant’s business on the Premises. The provisions of this Lease specifically supercede California Code of Civil Procedure Sections 1265.120 and 1265.130 or any similar 12 statute or regulation now or hereafter in effect relating to abatement of rent or termination of a lease in the event of a taking or condemnation of the Premises, and Tenant hereby waives the provisions of any such statute or regulation. 16.4. Temporary Taking If all or any portion of the Building or the Premises is taken for a limited period of time before or during the Term, this Lease shall remain in full force and effect; provided, however, that the Rent shall abate during such limited period in proportion to the portion of the Premises that is rendered not usable by Tenant by reason of such taking. Landlord shall be entitled to receive the entire award made in connection with any such temporary taking. 17. ASSIGNMENT AND SUBLETTING 17.1. Consent Required Neither Tenant nor any sublessee or assignee of Tenant shall, directly or indirectly, voluntarily or by operation of law, sell, assign, encumber, pledge or otherwise transfer or hypothecate all or any part of the Premises or Tenant’s leasehold estate hereunder (each such act is herein referred to as an “Assignment”), or sublet the Premises or any portion thereof or permit the Premises to be occupied by anyone other than Tenant (each such act is herein referred to as a “Sublease”), without Landlord’s prior written consent in each instance, which consent shall not be unreasonably withheld, conditioned, or delayed. Any Assignment or Sublease that is not in compliance with this Article 17 shall be void. The acceptance of Rent by Landlord from a proposed assignee, sublessee or occupant of the Premises shall not constitute consent to any Assignment or Sublease by Landlord. In the event Landlord approves any Assignment or Sublease, fifty percent (50%) of the excess, after amortization of the reasonable cost of leasing commissions and tenant improvement costs actually incurred by Tenant in connection with such Sublease or Assignment, of the total amount of rent and other consideration paid under or in consideration for any such Sublease or Assignment over the Rent payable hereunder, shall be payable to Landlord as Additional Charges. As an alternative to approving any Sublease or Assignment, Landlord shall have the right to elect, within the response period provided in Section 17.2 below, to terminate this Lease as to the portion of the Premises which is the subject of such proposed Assignment or Sublease (the “recaptured space”), in which event this Lease shall terminate as to the recaptured space only and the Rent shall be abated as to such recaptured space. 17.2. Notice Any request by Tenant for Landlord’s consent to a specific Assignment or Sublease shall include (a) the name of the proposed assignee, sublessee or occupant, (b) the nature of the proposed assignee’s sublessee’s or occupant’s business to be carried on in the Premises, (c) a copy of the proposed Assignment or Sublease, and (d) such financial and other information as Landlord may reasonably request concerning the proposed assignee, sublessee or occupant or its business. Landlord shall have a response period of fifteen (15) business days after receipt of all information reasonably necessary to evaluate the proposed Assignment or Sublease in which to respond in writing to Tenant’s request, eith er approving the proposed Assignment or Sublease or stating the reasons for any disapproval, or alternatively notifying Tenant of Landlord’s election to recapture the affected space, as applicable. Tenant shall pay to Landlord the reasonable costs of processing each request for approval of an Assignment or Sublease plus the reasonable amount of all direct and indirect expenses incurred by Landlord arising from any assignee, occupant or sublessee taking occupancy. 17.3. No Release No consent by Landlord to any Assignment or Sublease by Tenant, and no specification in this Lease of a right of Tenant to make any Assignment or Sublease, shall relieve Tenant of any obligation to be performed by Tenant under this Lease. The consent by Landlord to any Assignment or Sublease shall not 13 relieve Tenant or any successor of Tenant from the obligation to obtain Landlord’s express written consent to any other Assignment or Sublease. 17.4. Entity Transfers Any sale, assignment or other transfer, including without limitation by consolidation, merger or reorganization, of twenty-five percent (25%) or more (whether in a single transaction or series of transfers) of the equity ownership or beneficial interests in Tenant, if Tenant is a corporation, trust or limited liability company, or of any general partnership interest in Tenant if Tenant is a general or limited partnership, shall be an Assignment for purposes of this Lease. If Tenant is a corporation, the provisions of this Section 17.4 shall not apply at any time when the stock of Tenant is traded on a national exchange. 17.5. Assumption of Obligations Each assignee or other transferee of Tenant’s interest hereunder, other than Landlord, shall assume all obligations of Tenant under this Lease and shall be and remain liable jointly and severally with Tenant for the payment of Rent, and for the performance of all the terms, covenants, conditions and agreements herein contained on Tenant’s part to be performed for the Term. Each sublessee of all or any portion of the Premises shall, as a condition to such sublease, agree in writing for the benefit of and pursuant to a written instrument satisfactory to Landlord (a) to comply with all provisions of this Lease applicable to the subleased premises (other than the amount of Rent payable under this Lease in the case of any sublease of less than all of the Premises), and (b) that, at Landlord’s option, such sublease (and all further subleases of any portion of the Premises) shall terminate upon any termination of this Lease, regardless of whether or not such termination is voluntary, or such sublessee shall attorn to Landlord on and subject to all provisions of the sublease. 17.6. No Signs Tenant shall not, without Landlord’s consent, place or allow to be placed in, on or about the Building any sign or other notice indicating Tenant’s desire to assign this Lease or sublet the Premises. Landlord’s consent shall not be unreasonably withheld, conditioned, or delayed. 18. UTILITIES AND SERVICES 18.1. Landlord to Furnish Landlord shall furnish during the Term, subject to reimbursement pursuant to Article 5 above, (a) heating, ventilation and air conditioning (to the extent available in the Building) to the Premises during the hours of 6:00 a.m. until 6:00 p.m. Monday through Friday (excluding holidays), (b) automatic elevator service to the floor or floors where the Premises are located at all times, (c) electric power (110 volt) for task lights, appliances and a reasonable number of computers (Tenant’s power requirements shall be consistent with other tenants in the Building and shall not exceed the capacity of the Building taking into account the uses by other tenants), (d) hot and cold water, if any, at those points of supply shown on the approved plans for the Premises, and (e) janitorial service five nights per week (except labor holidays). 18.2. Excess Usage Whenever heat generating machines or equipment or lighting are used in the Premises by Tenant which materially affect the temperature otherwise maintained by the air conditioning system, Landlord shall have the right to install supplementary air conditioning facilities in the Premises or otherwise modify the ventilating and air conditioning system serving the Premises, and the reasonable cost of such facilities and modifications shall be paid by Tenant as Additional Charges. Tenant shall also pay as Additional Charges the cost, as determined by Landlord from time to time and applied consistently to other similar tenants of the Building, of providing all heating or cooling energy to the Premises during hours other than those specified in clause (a) of Section 18.1 above. Landlord shall furnish such after-hours heating or cooling energy only upon at least twenty-four (24) hours’ advance notice from Tenant. If Tenant installs lighting or 14 other equipment which results in an average electrical load per floor in the Premises in excess of the amount specified in Section 18.1(c) above, Tenant shall pay for the reasonable cost of such excess power and the cost of installing any additional risers or other facilities that may be necessary to furnish such excess power to the Premises; provided, however, that Tenant shall have no right to install lighting or other equipment which results in an average electrical load per floor in excess of the amount specified in Section 18.1(c) above without Landlord’s prior written consent, not to be unreasonably withheld, conditioned, or delayed. 18.3. Interruption of Services Landlord reserve the rights to disconnect, discontinue or limit Tenant’s use of any Building Systems or Building services when reasonably necessary as determined by Landlord; provided that Landlord shall give Tenant advance notice of any such interruption of services when reasonably possible, and shall restore such services as soon as practical and in a manner so as to cause as little interference with Tenant’s use of the Premises as is practical; provided further that Landlord shall not be obligated to perform work during other than normal business hours, except in emergency situations. In addition, Landlord reserves the right to limit or restrict any services or utilities serving the Premises or the Building, in compliance with the requirements or voluntary guidelines or requests of federal, state or local governmental agencies or utility suppliers for the purpose of reducing energy or other resources consumption and to make all alterations to the Real Property or any Building Systems reasonably necessary therefor. Any such actions by Landlord under this Section 18.3, or any other interruption of services provided for herein (unless caused by Landlord’s gross negligence or willful misconduct) shall not (a) constitute an actual or constructive eviction, in whole or in part, (b) entitle Tenant to any abatement or diminution of Rent, (c) relieve Tenant from any of its obligations under this Lease, or (d) impose any liability on Landlord or its agents or contractors by reason of inconvenience or annoyance to Tenant or by reason of injury to or interruption of Tenant’s business, or otherwise, Tenant hereby waives its right to terminate this Lease under California Civil Code Section 1932(1) and Sections 1941 and 1942 or any other similar laws, statutes or ordinances now or hereafter in effect. Tenant shall cooperate reasonably with any voluntary energy conservation program initiated by Landlord in cooperation with the efforts of federal, state or local governmental agencies or utility suppliers to reduce the consumption of energy or other resources. Notwithstanding the foregoing, in the event that Tenant is prevented from using, and does not use, the Premises or any material portion thereof for more than three (3) consecutive business days as a result of any of the following, to the extent within Landlord’s reasonable control: (i) a failure to provide any utilities to the Premises which Landlord is required to provide under this Lease, (ii) Landlord making or failing to make any repairs, alterations, additions or improvements in or to any portion of the Premises or the Property which Landlord is required to provide under this Lease, or (iii) lack of access to the Premises (each, an “Abatement Event”), then Tenant shall give Landlord written notice of such Abatement Event, and if such Abatement Event continues for an additional two (2) consecutive business days after Landlord’s receipt of any such notice (“Eligibility Period”) and Landlord does not diligently commence and pursue to completion t he remedy of such Abatement Event, then, except to the extent covered by business interruption or similar insurance carried or required to be carried by Tenant hereunder, Base Rent shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises. If, however, Tenant reoccupies any portion of the Premises during such period, the Base Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. Such right to abate Base Rent shall be Tenant’s sole and exclusive remedy at law or in equity for an Abatement Event. Except as expressly provided in this Section 18.3, nothing contained herein shall be interpreted to mean that Tenant is excused from paying rent due hereunder. 15 18.4. Security Systems and Programs Landlord shall have no obligation or liability to Tenant, or any of Tenant’s agents, employees, representatives, contractors or visitors, to provide any safety or security devices on or for the Real Property or for the manner or quality of any such devices or services that Landlord may elect to pro vide on or for the Real Property. The risk that any safety or security device, service or program may not be effective, or may malfunction or be circumvented, is assumed by Tenant with respect to the property, personnel, and interests of Tenant, and any of Tenant’s agents, employees, representatives, contractors and visitors, and Tenant shall obtain insurance coverage to the extent Tenant desires protection against criminal acts or other losses. Tenant agrees to cooperate fully at Tenant’s expense with any reasonable safety or security program developed by Landlord on or for the Real Property or required by law. 19. DEFAULT 19.1. Events of Default The occurrence of any one or more of the following events shall constitute a default or breach of this Lease by Tenant: (a) Failure of Tenant to make any payment of Rent when and as the same becomes due; provided, however, that Landlord will give Tenant notice and an opportunity to cure any failure to pay Rent within five (5) business days of any such notice. (b) Failure of Tenant to perform any obligation of Tenant under this Lease, other than as described in Section 19.1(a), where such failure shall continue for ten (10) business days after notice of such failure by Landlord to Tenant; provided that if more than ten (10) business days are reasonably required for cure of such failure, Tenant shall not be deemed to be in default if Tenant commences such cure within such ten (10) business day period and thereafter diligently prosecutes such cure to completion. (c) The filing by or against Tenant of any action or proceeding under any federal or state insolvency, reorganization, bankruptcy or other debtor relief statute now or hereafter existing (unless in the case of such action taken against Tenant, the same is dismissed within sixty (60) days); or the appointment of a trustee or receiver for Tenant or its business, or the attachment of Tenant’s leasehold estate in the Premises or Tenant’s assets at the Premises, unless the same is dismissed within thirty (30) days after such appointment or attachment. 19.2. Remedies Upon the occurrence of a default by Tenant under this Lease that is not remedied by Tenant within the applicable cure periods specified in Section 19.1, Landlord shall use commercially reasonable efforts to mitigate damages and have the following rights and remedies in addition to and without limiting any and all other rights and remedies provided in Section 4.4 or otherwise available to Landlord at law or in equity: (a) The rights and remedies provided by California Civil Code Section 1951.2, including without limitation the right to terminate Tenant’s right to possession of the Premises and to recover the amounts specified in California Civil Code Subsections 1951.2(a)(1)-(4); (b) The rights and remedies provided by California Civil Code Section 1951.4, including, without limitation, the right to continue the Lease in effect after Tenant’s breach and abandonment and recover any and all Rent as it becomes due. Acts of maintenance or preservation, efforts to relet the Premises or the appointment of a receiver upon Landlord’s initiative to protect its interest under this Lease, shall not in and of themselves constitute a termination of Tenant’s right to possession; (c) The right and power to enter the Premises and remove all persons and property, to store such property in a public warehouse or elsewhere at the cost of and for the account of Tenant, and to sell such property and apply the proceeds thereof pursuant to applicable California law; 16 (d) The right to have a receiver appointed for Tenant, upon application by Landlord, to take possession of the Premises and to apply any rental collected from the Premises; and (e) The right to specific performance of any or all of Tenant’s obligations hereunder, and to damages for delay in or failure of such performance. (f) The right to remedy such default at Tenant’s expense, upon two (2) days prior notice to Tenant except that prior notice shall not be required in the case of an imminent threat to life or safety of any person or to the impairment of the Building or its efficient operation. 19.3. Remedies Cumulative The exercise of any remedy provided by law or the provisions of this Lease shall not exclude any other remedies. Tenant hereby waives any right of redemption or relief from forfeiture following termination of, or exercise of any remedy by Landlord with respect to, this Lease. 19.4. Default by Landlord If Landlord fails to perform or observe any of the terms, covenants or conditions contained in this Lease on its part to be performed or observed within thirty (30) days after receipt of written notice specifically describing such default from Tenant or, when more than thirty (30) days shall be required because of the nature of the default, if Landlord shall fail to proceed diligently to cure such default after receipt of written notice thereof from Tenant, said failure shall constitute a default by Landlord under this Lease. Tenant shall give written notice to any beneficiary of a deed of trust or mortgage covering the Premises whose address shall have been furnished to Tenant of any default on the part of Landlord under this Lease, and shall offer such beneficiary or mortgagee a reasonable opportunity to cure the default, in no event less than sixty (60) days, including time to obtain possession of the Premises by power of sale or a judicial foreclosure if necessary to effect a cure. 20. INDEMNITY; WAIVER; INTEREST ON OVERDUE OBLIGATIONS 20.1. Indemnity and Waiver Except to the extent caused by the negligence or willful misconduct of Landlord, Tenant shall indemnify, defend through attorneys reasonably satisfactory to Landlord, and hold harmless Landlord, all partners or members of any partnership or limited liability company constituting Landlord, and their respective officers, directors, shareholders, employees, servants and agents, all mortgagees or beneficiaries of Landlord’s interest in all or any portion of the Real Property, and the lessor or lessors under all ground or underlying leases affecting any portion of the Real Property (sometimes collectively referred to herein as “Landlord Related Entities”) from and against any and all claims, losses, costs, liabilities, damages and expenses, including without limitation reasonable attorneys’ fees (collectively, “Claims and Liabilities”), that are incurred in connection with or arise from (a) any default by Tenant in the observance or performance of any of the terms, covenants, conditions or other obligations of this Lease, (b) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person occupying the Premises, (c) the condition of the Premises or any occurrence or happening on the Premises between the Commencement Date or Tenant’s earlier entry onto the Premises and the time Landlord has accepted the surrender of the Premises after the expiration or termination of the Term, including, without limitation, COVID-19 or any other pandemics and any conditions arising from or related thereto, (d) any negligence or willful act or omission of Tenant or any assignee or subtenant of the Premises or any of their respective agents, employees, representatives, contractors or visitors while on the Real Property, or (e) Landlord’s inability to obtain access to any portion of the Premises with respect to which Landlord has not been furnished a key (if locked) or access has been otherwise restricted. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property (including, without limitation, any damage to personal property or scientific research, including loss of records kept by Tenant within the Premises (in each case, regardless of whether such damage is foreseeable)) or injury to Tenant or any other 17 Tenant Parties in, upon or about the Premises or any other part of the Real Property from any cause whatsoever (including, without limitation, COVID-19 or any other pandemics and any conditions arising from or related thereto) and hereby waives all Claims and Liabilities (including consequential damages and claims for injury to Tenant’s business or loss of income arising out of any loss of use of the Premises or any other part of the Real Property or any equipment or facilities therein, or relating to any such damage or destruction of personal property as described in this Section) in respect thereof against Landlord and each Landlord Related Entity, except that which is solely caused by, or solely the result of the grossly negligent acts or willful misconduct of Landlord. Landlord shall not be liable for any damages arising from any act, omission or neglect of any other tenant in the Building or of any other third party. The terms of this Section 20.1 shall survive the expiration or earlier termination of this Lease. 20.2. Interest on Past Due Obligations Any amount due from Tenant to Landlord under this Lease which is not paid within five (5) business days from the date when due shall bear interest from the due date until paid at the lesser of the highest rate then permitted by law or a rate per annum equal to four percent (4%) plus the highest rate identified as the “prime rate” in the Wall Street Journal between the date such amount was due and the date such payment was received. Payment of such interest shall not excuse or cure any default under this Lease. 21. LANDLORD’S ACCESS TO PREMISES Landlord reserves for itself and its agents, employees and contractors the right to enter the Premises at all reasonable times (upon reasonable telephonic notice, if possible) to inspect the Premises, to supply any service to be provided by Landlord to Tenant hereunder, to show the Premises to prospective purchasers, mortgagees, beneficiaries or (during the last twelve (12) months of the Term) prospective tenants, to post notices of nonresponsibility, to determine whether Tenant is complying with its obligations under this Lease, and to alter, improve or repair the Premises or any other portion of the Building. Tenant shall not place any locks on any interior doors in the Premises without the consent of Landlord , which consent shall not be unreasonable withheld, conditioned, or delayed, and without providing Landlord with copies of the keys for such locks. In the event of an emergency, Landlord shall have the right to enter the Premises at any time without notice. Landlord shall have the right to use any and all means that Landlord may reasonably deem necessary or proper to open doors in an emergency, in order to obtain entry to any portion of the Premises; provided, however, that Landlord shall use commercially reasonable efforts to minimize any interference with Tenant’s business at the Premises. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, any right to abatement of Rent, or any other loss occasioned by Landlord’s exercise of any of its rights under this Article 21. Tenant waives all rights to consequential damages (including, without limitation, damages for lost profits and lost opportunities) arising in connection with Landlord’s exercise of its rights under this Section 21. 22. NOTICES Any payment required to be made by Tenant to Landlord, and any bills, statements, notices, demands, requests or other communications given or required to be given under this Lease, shall be effective only if rendered or given in writing, sent by personal delivery or registered or certified mail, return receipt requested, by overnight courier service, or by confirmed email transmission with a following copy by first class mail, addressed (a) to Tenant at the address set forth in the Basic Lease Information, (b) to Landlord at the address set forth in the Basic Lease Information, or (c) to such other address as either Landlord or Tenant may designate as its new address in California for such purpose by notice given to the other in accordance with the provisions of this Section 22. Any such bill, statement, notice, demand, request or other communication shall be deemed to have been rendered or given on the date of receipt or refusal to accept delivery. 18 23. NO WAIVER No provision of this Lease may be waived, and no breach thereof shall be waived, except by a written instrument signed by the party against which the enforcement of the waiver is sought. No failure by Landlord to insist upon the strict performance of any obligation of Tenant under this Lease, and no course of conduct between Landlord and Tenant, shall constitute a waiver of any breach or a waiver or modification of any term, covenant or condition of this Lease. No payment by Tenant of a lesser amount than the aggregate of all Rent then due under this Lease shall be deemed to be other than on account of the first items of such Rent then accruing or becoming due, unless Landlord elects otherwise. 24. TENANT’S ESTOPPEL CERTIFICATES Tenant, at any time and from time to time, within ten (10) business days after written request, shall execute, acknowledge and deliver to Landlord, addressed (at Landlord’s request) to any prospective purchaser, ground or underlying lessor, or mortgagee or beneficiary of any part of the Real Property, an estoppel certificate in form and substance reasonably designated by Landlord. Tenant’s failure to do so within such ten (10) business day period shall be conclusive upon Tenant that all facts set forth in Landlord’s proposed certificate are true and correct. 25. RULES AND REGULATIONS Tenant shall at all times observe and comply with, and cause all occupants of the Premises to observe and comply with, the rules and regulations attached to this Lease as Exhibit B, and with all reasonable modifications thereof from time to time adopted by Landlord (the “Rules and Regulations”). 26. TENANT’S TAXES In addition to all other sums to be paid by Tenant under this Lease, Tenant shall pay, before delinquency, any and all taxes levied or assessed during the Term, whether or not now customary or within the contemplation of the parties hereto, (a) upon, measured by or reasonably attributable to Tenant’s improvements, equipment, furniture, fixtures and other personal property located in the Premises, including without limitation Tenant’s Work and all Alterations, (b) upon or measured by any Rent payable under this Lease, including without limitation any gross income tax or excise tax levied by any federal, state or local governmental body with respect to the receipt of such rental by Landlord; (c) upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (d) upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises. 27. CORPORATE AUTHORITY Each person executing this Lease on behalf of Tenant or any entity constituting Tenant at any ownership tier hereby represents and warrants that such person is duly authorized and has full right, power and authority to enter into this Lease and bind Tenant, without qualification. 28. MISCELLANEOUS 28.1. Non-Appropriation This Lease is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. In the event the Palo Alto City Council does not appropriate funds for payment of Rent due under this Lease in any year, this Lease shall terminate upon 90-days prior written notice thereof. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Lease. 19 28.2. Financial Statements Upon Landlord’s written request from time to time (not more frequently than twice per year), Tenant shall promptly furnish Landlord with certified financial statements reflecting Tenant’s then-current financial condition, in such form and detail as Landlord may reasonably request; provided, however, that if Tenant is a corporation, then so long as the stock of Tenant is traded on a national exchange, Tenant may furnish its annual or most recent quarterly report instead of financial statements. If Tenant is a municipality, Tenant may furnish a digital copy of its fiscal year end Comprehensive Annual Financial Report. 28.3. Successors and Assigns Without limiting Section 17 and subject to Section 28.10, the terms, covenants and conditions in this Lease shall bind and inure to the benefit of Landlord and Tenant and their respective representatives, successors and assigns. 28.4. Severability If any provision of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such provision to any other persons or circumstances, shall not be affected thereby, and each provision of this Lease shall remain in effect and shall be enforceable to the fullest extent permitted by law. 28.5. Applicable Law This Lease shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. If suit shall be brought by either party to this Lease, the parties agree that venue shall be exclusively vested in the state courts of the County of Santa Clara, or if federal jurisdiction is appropriate, exclusively in the United States District Cou rt, Northern District of California, San Jose, California. 28.6. Integration; Interpretation The terms of this Lease (including, without limitation, the Exhibits and Schedules hereto) are intended by the parties as a final expression of their agreement with respect to such terms as are included in this Lease and may not be contradicted by evidence of any prior or contemporaneous agreement, arrangement, understanding or negotiation (whether oral or written). The word “including” shall mean “including without limitation,” the singular shall include the plural and vice-versa, and each gender shall include any other gender. Time is of the essence of each and every provision of this Lease. 28.7. Quiet Enjoyment Upon Tenant paying the Rent and performing all of Tenant’s obligations under this Lease, Tenant may peacefully and quietly enjoy the Premises during the Term as against all persons or entities claiming by or through Landlord; subject, however, to the provisions of this Lease, including Section 12. 28.8. Holding Over If Tenant holds over after the expiration or earlier termination of the Term, the Term shall not be extended thereby, and Tenant shall pay Base Rent equal to one hundred twenty-five percent (125%) of the Base Rent payable during the final full lease year (exclusive of abatements, if any), together with an amount reasonably estimated by Landlord for the monthly Additional Charges and other sums payable under this Lease, and such holding over shall otherwise be on the terms and conditions herein specified so far as applicable (but expressly excluding all renewal or extension rights). 28.9. Broker’s Commissions Each party represents and warrants to the other that it has not entered into any agreement or incurred or created any obligation which might require the other party to pay any broker’s commission, finder’s fee or other commission or fee relating to the leasing of the Premises, except for the brokers specified in the 20 Basic Lease Information, whose commissions or fees shall be payable by the party designated in a separate agreement with such brokers, and each party shall indemnify, defend and hold harmless the other and the other’s constituent partners and members, and their respective officers, directors, agents and employees, from and against any and all claims and liabilities for any such commissions or fees made by anyone claiming by or through the indemnifying party. 28.10. Recovery Against Landlord Tenant shall look solely to Landlord’s interest in the Real Property for any recovery of any judgment against Landlord related in to this Lease and/or the Project. Neither Landlord, nor any of its partners (whether general or limited), members, or any other equity or beneficial owners, directors, officers and shareholders at any ownership tier, shall be personally liable for any such judgment. In the event that any Landlord transfers or conveys its interest in the Building, all liabilities and obligations on the part of such Landlord under this Lease accruing after the effective date of such transfer or conveyance shall terminate and all such liabilities and obligations, including responsibility for the application or return of any security deposit, shall be binding upon the new owner. 28.11. Amendments No amendments or modifications of this Lease or any agreements in connection therewith shall be valid unless in writing duly executed by both Landlord and Tenant. No amendment to this Lease shall be binding on any mortgagee or beneficiary of Landlord (or purchaser at any foreclosure sale) unless such mortgagee or beneficiary shall have consented thereto in writing. 28.12. Attorneys’ Fees If either party commences an action against the other party arising out of or in connection with this Lease, or institutes any proceeding in a bankruptcy or similar court which has jurisdiction over the other party or any or all of its property or assets, the prevailing party shall be entitled to recover from the losing party reasonable attorneys’ fees and court costs, including fees incurred on appeal and any other post - judgment proceeding. 28.13. Parking. Throughout the Term, Landlord shall provide Tenant with number of parking spaces specified in the Basic Lease Information in the Building's parking area, such spaces to be unassigned. Landlord's obligation to make such parking spaces available to Tenant shall be subject to ordinances and regulations of the applicable governmental authority concerning off street parking and loading facilities, either now existing or hereafter enacted. 28.14. CASp Disclosure. For purposes of Section 1938 of the California Civil Code, Landlord hereby discloses to Tenant that the common areas and the Premises, as of the date of this Lease, have not been inspected by a Certified Access Specialist (CASp), as that term is defined in California Civil Code Section 55.52. In accordance with subsection (e) of Section 1938 of the California Civil Code, Tenant is further notified as follows: A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. 21 28.15. Binding This Lease shall be binding upon the parties hereto only upon full execution and delivery by both Landlord and Tenant. In the event that Landlord executes this Lease prior to Tenant, Landlord’s counterpart shall be deemed an offer only and shall expire on the date which is thirty (30) days thereafter unless accepted and executed by Tenant prior to the expiration of such thirty (30) day period. 28.16. Exhibits and Schedules Exhibits A and B, Addendum I, and Schedule I, are attached hereto and by this reference incorporated herein. [signatures on following page] IN WITNESS WHEREOF, Landlord and Tenant have each caused their duly authorized representatives to execute this Lease on their behalf as of the dates written below. LANDLORD: 1900 EMBARCADERO PROPERTY OWNER, LP, a Delaware limited partnership By: HSRE-BPI II GP, LLC, a Delaware limited liability company, its general partner By: Nam teve Bollert Title: Authorized Signatory Date: � Cc �r TENANT: THE CITY OF PALO ALTO, a California municipal corporation By: Name: Title: City Manager Date: By: Name: Title: City Attorney (Special Counsel) Date: 22 A-1 r EXHIBIT A DIAGRAM/DESCRIPTION OF PREMISES 1,011 sf Suite 110 1900 Embarcadero Road, Palo Alto A-2 r 1,600 sf Suite 201 1900 Embarcadero Road, Palo Alto A-3 r 2,858 sf Suites 205-207 1900 Embarcadero Road, Palo Alto B-1 EXHIBIT B RULES AND REGULATIONS 1. The sidewalks, halls, passages, exits, entrances, elevators, malls, and stairways of the Building shall not be obstructed by Tenant or any of Tenant’s agents, employees, representatives, contractors or visitors (“Tenant Parties”), or used by Tenant or any Tenant Party for any purpose other than for ingress to or egress from the Premises. The halls, passages, exits, entrances, corridors and stairways are not for the use of the general public, and Landlord shall in all cases retain the right to control and prevent access thereto of all persons whose presence in the judgment of Landlord might be prejudicial to the safety, character, reputation or interests of the Building and its tenants, provided that nothing herein contained shall be construed to prevent such access to persons with whom Tenant normally deals in the ordinary course of its business, unless such persons are engaged in illegal or dangerous activities. Tenant and Tenant Parties shall not go upon the roof of the Building, except in areas that Landlord may designate from time to time. 2. No awning canopy or other projection of any kind over or around the windows or entrances of the Premises shall be installed by Tenant, and only such window coverings as are Building standard shall be used in the Premises. 3. The Premises shall not be used for lodging or sleeping, and no cooking shall be done or permitted by Tenant on the Premises, except that the preparation of food in microwave ovens and machines for vending coffee, tea, hot chocolate and similar small food or drink items for Tenant and its employees shall be permitted. 4. Landlord will furnish Tenant with ten (10) keys per floor of the Premises, free of charge. Landlord may make a reasonable charge equal to Landlord’s cost for any additional keys. No additional locking devices shall be installed without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. Landlord may make reasonable charges for the removal of any additional lock or any bolt installed on any door of the Premises without the prior consent of Landlord. Tenant shall in each case furnish Landlord with a key for any such lock. Tenant, upon the termination of its tenancy, shall deliver to Landlord all keys to doors in the Building and the Premises. 5. Landlord shall have the right to prescribe the method of reinforcement or weight distribution (as Landlord shall reasonably determine in its sole discretion) for all equipment, materials, supplies, furniture or other property brought into the Building that will impose a load of more than fifty (50) pounds per square foot. Landlord will not be responsible for loss of or damage to any such property from any cause (except to the extent resulting from the gross negligence or willful misconduct of Landlord or its agents, employees or contractors), and all damage done to the Building by moving or maintaining Tenant’s property shall be repaired at the expense of Tenant. 6. Tenant shall not use or suffer to be used or kept in the Premises or the Building any kerosene, gasoline or flammable or combustible fluids or materials except as customarily used in offices, or use any method of heating or air conditioning other than that supplied by Landlord. 7. Tenant shall use reasonable efforts to ensure that all doors and windows of the Premises are closed and securely locked and all water faucets, water apparatus and utilities are shut off at such time as Tenant’s employees leave the Premises. 8. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed, no foreign substance of any kind whatsoever shall be deposited therein, and any damage resulting to such facilities from misuse by Tenant or its employees or invitees shall be paid for by Tenant. B-2 9. Except as permitted in this Lease, Tenant shall not sell, or permit the sale from the Premises of, or use or permit the use of any sidewalk or corridor adjacent to the Premises for the sale of, newspapers, magazines, periodicals, theater tickets or any other goods, merchandise or service, nor shall Tenant carry on, or permit or allow any employee or other person to carry on, business in or from the Premises for the service or accommodation of occupants of any other portion of the Building, nor shall the Premises be used for manufacturing or assembly of any kind, or for any business or activity other than that specifically provided for in this Lease. 10. Tenant shall not install any radio or television antenna, microwave dish, telecommunications apparatus, loudspeaker, or other device on the roof or exterior walls of the Building , without Landlord’s prior consent, which shall not be unreasonably withheld or delayed. 11. Tenant and Tenant Parties shall not use in the Premises, or in the common areas of the Building, any handtrucks except those equipped with rubber tires and side guards or such other material-handling equipment as Landlord may approve, and Tenant shall use reasonable efforts to cause its invitees to comply with the provisions of this Paragraph. No other vehicles of any kind shall be brought by Tenant or any Tenant Party into the Building or kept in or about the Premises. 12. Tenant shall store all its trash and garbage within the Premises until removal. All trash placed in any portion of the Real Property for pick-up shall be placed in locations and containers approved by Landlord. 13. All loading, unloading and delivery of merchandise, supplies, materials, garbage and refuse shall be made only through such entryways and elevators and at such times as Landlord shall designate. While loading and unloading, Tenant and any Tenant Party shall not obstruct or permit the obstruction of the entryways to the Building or any tenant’s space therein. 14. Canvassing, soliciting, peddling or distribution of handbills or any other written material in the Building is prohibited, and Tenant shall cooperate to prevent such acts. 15. Tenant shall not permit the use or the operation of any video or mechanical games or pay telephones on the Premises. 16. Landlord may direct the use of all reasonable and qualified pest extermination and scavenger contractors to eliminate pests caused or introduced into the Premises by Tenant or any Tenant Party at such intervals as Landlord may reasonably require, upon notice to Tenant, at Tenant’s sole cost and expense. 17. Tenant shall immediately, upon request from Landlord (which request need not be in writing), reduce its lighting or other non-critical electrical usage in the Premises for temporary periods designated by Landlord (but not more than one-third (1/3) of the total lighting or non-critical electrical usage in the Premises for more than two (2) hours in any twenty-four (24) hour period), when required in Landlord’s reasonable judgment to prevent overloads of the mechanical or electrical systems of the Building. 18. Landlord reserves the right to select and change the name and address of the Building as it may deem appropriate from time to time, and Tenant shall not refer to the Building by any name other than: (i) the name as designated by Landlord from time to time, or (ii) the postal address used for the Building. Tenant shall not use the name of the Building in any respect other than as an address of its business operations in the Building without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed.. 19. Any requests made by Tenant of Landlord shall be made by telephone or in person by Tenant’s designated representative at the office of the Building. Employees of Landlord shall not perform any work or do anything outside of their regular duties unless under special instructions from Landlord. 20. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenant or tenants, and no such waiver by Landlord shall be construed as a waiver of these Rules B-3 and Regulations in favor of any other tenant or tenants or prevent Landlord from thereafter enforcing any Rule or Regulation against any or all tenants of the Building. 21. These Rules and Regulations are in addition to, and shall not be construed in any way to modify, alter or amend, in whole or part, any terms, covenants, agreements and conditions of the Lease or any other lease of premises in the Building which expressly contradict these Rules and Regulations. 22. Landlord reserves the right to make such other and reasonable rules and regulations as in its reasonable judgment may from time to time be needed for the safety, care and cleanliness of the Building, and for the preservation of good order therein. 23. Tenant shall not obtain for use in the Premises ice, drinking water, food, beverage, towel or other similar services, except at reasonable hours and under reasonable regulations fixed by Landlord. 24. Tenant shall be entitled to its proportionate share (based on rentable area) of listings in the Building lobby directory. All signage, lettering or other writing or decoration on or visible from the exterior of the Premises shall require Landlord’s reasonable prior written approval. (1) ADDENDUM I OPTION TO EXTEND TERM (a) Landlord hereby grants to Tenant the option (“Extension Option”) to extend the Term of this Lease for an additional term (the “Option Term”) of five (5) years upon and subject to the terms and conditions set forth in this Addendum. The Extension Option shall be exercised, if at all, by written notice given to Landlord no more than one (1) year and no less than nine (9) months prior to the Expiration Date of the Term. If Tenant exercises the Extension Option, each of the terms, covenants and conditions of this Lease shall apply during the Option Term except the expiration date of the Option Term will be the date five (5) years after the originally set forth herein as the Expiration Date of the Term , provided that (i) the Rent to be paid during the Option Term shall be ninety-five percent (95%) of the Prevailing Market Rental, as hereinafter defined, for the Premises for the Option Term, (ii) the Expiration Date for this Lease shall become the expiration date for the Option Term; and (iii) there shall be no additional option terms. Anything contained herein to the contrary notwithstanding, if Tenant is in monetary or material non-monetary default under any of the terms, covenants or conditions of this Lease either at the time Tenant exercises the Extension Option or at any time thereafter prior to the commencement date of the Option Term, Landlord shall have, in addition to all of Landlord’s other rights and remedies provided in this Lease, the right to terminate the Extension Option upon notice to Tenant. As used herein, the term “Prevailing Market Rental” for the Premises shall mean the annual basic rental, payments for Expenses and Taxes as defined in this Lease, and all other monetary payments that Landlord could obtain for the Option Term from a third party desiring to lease the Premises for the Option Term taking into account the age and condition of the Building and the Premises, the services provided under the terms of this Lease, the annual basic rental, payments for Expenses and Taxes and all other monetary payments then being obtained for new leases of space comparable to the Premises in the vicinity of the Building, provided however, no allowance for the construction of tenant improvements, the payment of leasing commissions or moving expenses, or any other tenant inducement shall be taken into account in determining Prevailing Market Rental. (b) If Tenant exercises the Extension Option, Landlord shall send to Tenant a notice setting forth the Prevailing Market Rental for the Premises for the Option Term, on or before the date that is one hundred fifty (150) days prior to the Expiration Date of the Term. If Tenant disputes Landlord’s determination of the Prevailing Market Rental for the Option Term, Tenant shall, within thirty (30) days after the date of Landlord’s notice setting forth the Prevailing Market Rental for the Option Term, send to Landlord a notice stating that Tenant disagrees with Landlord’s determination of Prevailing Market Rental for the Option Term and elects to resolve the disagreement as provided below in subparagraph (c). If Tenant does not send to Landlord a notice as provided in the previous sentence, Landlord’s determination of the Prevailing Market Rental shall be conclusive and shall be the basis for determining the annual basic rental, payments for Expenses and Taxes and all other monetary payments to be paid by Tenant hereunder during the Option Term. If Tenant elects to resolve the disagreement as provided in subparagraph (c) and such procedures shall not have been concluded prior to the commencement date of the Option Term, Tenant shall pay annual basic rental, payments for Expenses and Taxes and all other monetary payments to Landlord hereunder adjusted to reflect the Prevailing Market Rental as stated by Landlord in its original notice to Tenant of Landlord’s determination thereof. If the amount of Prevailing Market Rental as finally determined pursuant to subparagraph (c) is greater than Landlord’s determination, Tenant shall pay to Landlord the difference between the amount paid by Tenant and the Prevailing Market Rental as so determined pursuant to subparagraph (c) within thirty (30) days after the determination. If the Prevailing Market Rental as finally determined pursuant to subparagraph (c) is less than Landlord’s determination, the difference between the amount paid by Tenant and the Prevailing Market Rental as so determined pursuant to subparagraph (c) shall be credited against the next installments of annual basic rental, payments for Expenses and Taxes and all other monetary payments due from Tenant to Landlord hereunder. (2) (c) Any disagreement regarding the Prevailing Market Rental as defined in this Section shall be resolved as follows: (i) Within thirty (30) days after Tenant’s written response to Landlord’s notice to Tenant of the Prevailing Market Rental, Landlord and Tenant shall meet no less than two (2) times, at a mutually agreeable time and place, to attempt to resolve any such disagreement. (ii) If within the thirty (30) day period referred to in clause (i) above, Landlord and Tenant cannot reach Agreement as to the Prevailing Market Rental, they shall each select one appraiser to determine the Prevailing Market Rental. Each appraiser shall arrive at a determination of the Prevailing Market Rental, as defined in this Addendum, and submit its conclusions to Landlord and Tenant within thirty (30) days after the expiration of the thirty (30) day consultation period described in clause (i) above. (iii) If only one appraisal is submitted within the requisite time period, it shall be deemed to be the Prevailing Market Rental. If both appraisals are submitted within such time period, and if the two appraisals so submitted differ by less than ten percent (10%) of the higher of the two, the average of the two shall be the Prevailing Market Rental. If the two appraisals differ by more than ten perc ent (10%) of the higher of the two, then the two appraisers shall immediately select a third appraiser who shall within thirty (30) days after his or her selection make a determination of the Prevailing Market Rental and submit such determination to Landlord and Tenant. This third appraisal will then be averaged with the closer of the two previous appraisals and the result shall be the Prevailing Market Rental. (iv) All appraisers specified pursuant to this subparagraph (c) shall be members of the American Institute of Real Estate Appraisers with not less than ten (10) years’ experience appraising commercial properties in the San Francisco area. Each party shall pay the cost of the appraiser selected by such party and one-half of the cost of the third appraiser plus one-half of any other reasonable third party costs (excluding legal fees and disbursements) incurred in resolving the dispute pursuant to this Section. If the commencement date of the Option Term is other than on the first day of a calendar month, then the installment of Base Rent and Additional Charges for Expenses and Taxes payable on the first day of any month during which an increase in the Rent, as provided for hereinabove, is to occur shall be prorated based on the number of days in such month prior to the effective date of the increase and the number of days in such month on or after the effective date of the increase. (d) The Extension Option is intended to be personal to Tenant. Notwithstanding anything to the contrary contained herein, if Tenant agrees to assign its interest in this Lease or to sublet all or any part of the Premises prior to the commencement of the Extension Option, then unless otherwise expressly consented to by Landlord in writing, the Extension Option shall immediately become null and void and of no further force or effect. (1) SCHEDULE I TENANT’S INSURANCE REQUIREMENTS During the Term of this Lease, and during any period prior to the commencement of the Term in which Tenant shall enter onto, occupy or use the Premises, Tenant shall provide at Tenant’s cost and expense the following insurance coverage: 1. Property Damage Insurance. Tenant shall provide insurance coverage for all risks of physical loss or damage insuring the full replacement value of Tenant’s Work, Alterations, Tenant’s trade fixtures, furnishings, equipment, plate glass, signs and all other items of personal property of Tenant. 2. Liability Insurance. Tenant shall provide broad form commercial general liability insurance, and automobile liability insurance, each with a minimum combined single limit of liability of at least the amount set forth in the Basic Lease Information, and statutory worker’s compensation insurance with an employer’s liability limit in the amount set forth in the Basic Lease Information covering all of Tenant’s employees. Such broad form commercial general liability insurance shall include products and completed operations liability insurance, fire legal liability insurance, contractual liability insurance applicable to all of Tenant’s indemnity obligations under this Lease (provided that the amount of such insurance shall not be a limitation on Tenant’s indemnity obligations), and such other coverage as Landlord may reasonably require from time to time. At Landlord’s request, but not more frequently than every two (2) years, Tenant shall increase such insurance coverage to a level that is reasonably required by Landlord. 3. Form of Policies. All insurance policies required to be carried by Tenant under this Lease shall (i) be written by companies rated A 8 or better in “Best’s Insurance Guide” and authorized to do business in California, (ii) name Landlord and any other parties designated by Landlord as additional insureds, (iii) as to liability coverages, be written on an “occurrence” basis, (iv) provide that Landlord shall receive thirty (30) days’ notice from the insurer before any cancellation or change in coverage, and (v) contain a provision that no act or omission of Tenant shall affect or limit the obligation of the insurer to pay the amount of any loss sustained. Each such policy shall contain a provision that such policy and the coverage evidenced thereby shall be primary and non-contributing with respect to any policies carried by Landlord and that any coverage carried by Landlord shall be excess insurance. Any deductible amounts under any insurance policies required hereunder shall be subject to Landlord’s prior written approval (which shall not be unreasonably withheld), and in any event Tenant shall be liable for payment of any deductible in the event of any loss or casualty. Tenant shall deliver reasonably satisfactory evidence of such insurance to Landlord on or before the Commencement Date, and thereafter at least thirty (30) days before the expiration dates of expiring policies; and in the event Tenant shall fail to procure such insurance or to deliver reasonably satisfactory evidence thereof within five (5) business days after written notice from Landlord of such failure, Landlord may, at its option and in addition to Landlord’s other remedies in the event of a default by Tenant hereunder, procure such insurance for the account of Tenant, and the cost thereof shall be paid to Landlord as Additional Charges. The limits of the insurance required under this Lease shall not limit any obligation or liability of Tenant under this Lease. 1227906/56198049v.8 City of Palo Alto (ID # 12005) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2021 City of Palo Alto Page 1 Summary Title: Contract Award/SB1 Resolution for Charleston -Arastradero Corridor – Phase 3 Title: Approval of: (1) Construction Contract with O'Grady Paving, Inc. in the Amount of $6,688,253 and Authorization for the City Manager to Negotiate and Execute C hange Orders up to a Not-to-Exceed Amount of $668,825; (2) Contract Amendment Number 4 to Contract C14150694 with Mark Thomas and Company in the Amount of $27,136; (3) Adoption of Resolution for Senate Bill 1, the Road Repair and Accountability Act for Fis cal Year 2022, Providing the Project List for the Charleston -Arastradero Corridor Project – Phase 3, Capital Improvement Program Project (CIP) PE -13011 From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council: 1. Approve and authorize the City Manager or their designee to execute the construction contract with O’Grady Paving, Inc. (Contract No. C21178830) in an amount not to exceed $6,688,253 for Phase 3 of the Charleston-Arastradero Corridor Project (Capital Improvement Program (CIP) Projects PE-13011 and SD-06101), to complete the Project; 2. Authorize the City Manager or their designee to negotiate and execute one or more change orders to the construction contract with O’Grady Paving, Inc. for related, additional but unforeseen work that may develop during the project, the total value of which shall not exceed $668,825; 3. Approve and authorize the City Manager or their designee to execute Amendment Number 4 to Contract C14150694 with Mark Thomas and Company (Attachment B) in a not-to-exceed amount of $27,136 for construction administration services for Charleston-Arastradero Corridor Project – Phase 3 (CIP PE-13011). This amendment results in a revised total contract not-to-exceed amount of $2,061,501; and 4. Adopt a Resolution for Senate Bill 1, the Road Repair and Accountability Act, for Fiscal Year 2022 for Capital Improvement Program Project PE-13011, Charleston-Arastradero Corridor – Phase 3 (Attachment D) which includes a project list for the Project. CITY OF PALO ALTO City of Palo Alto Page 2 Background The Charleston-Arastradero Corridor is a heavily-used artery serving as an east-west connector for South Palo Alto. Comprehensive Plan Policy T4.3 specifically names Charleston Road and Arastradero Road as Residential Arterials, which are to be treated with landscaping, medians , and other visual improvements to distinguish them as residential streets to reduce speeds and improve neighborhood quality of life. Council previously approved trial striping pavement markings for permanent retention along the corridor. The construction phase of the project will install landscape medians, bulb-outs, traffic signal modifications, and enhanced bicycle and pedestrian improvements consistent with the existing striping/roadway configuration. The corridor project has been divided into three phases to meet grant funding deadlines and to minimize disruption along the corridor. Phase 1 included Arastradero Road from Miranda Avenue to Los Palos Avenue. Phase 2 included East Charleston Road from Alma Street to Middlefield Road. Phases 1 and 2 started construction in July 2018 and were completed in early 2020. Phase 3 includes Arastradero Road from Los Palos Avenue to El Camino Real (SR 82), West Charleston Road from El Camino Real (SR 82) to Alma Street, and East Charleston Road from Middlefield Road to San Antonio Road (Attachment A). Staff proceeded with bidding the Phase 3 construction project this spring. Bids were due on April 1, 2021. Staff received four bids, with the lowest bidder being 7 percent over the engineer’s estimate. Based on the low bid, Phase 3 of the Charleston -Arastradero Corridor Project required an additional $950,000 appropriation of funding to move forward, resulting in staff recommending that the remaining work in the project be split into revised Phases 3 and 4 and Council’s May 3, 2021 action to reduce the project’s Fiscal Year 2021 appro priation by $2 million and postpone the final phase (newly defined Phase 4). On May 17, 2021, Council directed staff to restore funding for the full completion of the remaining project in the Fiscal Year 2022 capital budget through a combination of funding from Stanford University Medical Center (SUMC) funds, reallocation of funds from the Bicycle and Pedestrian Implementation Plan (PL-04010) CIP, and savings from the FY 2021 Asphalt Paving Project (Staff Report ID #12128). In this staff report, the Phase 3 split to revised Phases 3 and 4 will be referred to once again as Phase 3 for ease of understanding. Discussion Contract Amendment In the original contract with Mark Thomas and Company for preliminary design and environmental assessment, and in Contract Amendment Number 1 for final design, a future amendment to provide construction administration services was contemplated. Due to Mark Thomas and Company’s familiarity with the project and performance to date, Council approved Contract Amendment Number 2 to provide construction administration services for all phases of the project in May 2018 (Staff Report ID #9111). Construction administration services include responding to requests for information, performing site visits, attending construction meetings , and reviewing shop drawings. City of Palo Alto Page 3 Per the direction of City Council on approval of the construction for Phases 1 and 2 of the Charleston-Arastradero Corridor Project in May 2018, the contractor set up temporary installations of the bulb-outs to allow for community members to drive and see the footprints of the planned concrete work. Installations were installed in areas that did not conflict with existing striping. In response to the feedback during the construction of Phases 1 and 2, Mark Thomas and Company redesigned twenty-one concrete corners and two medians. The redesigns included a larger corner curve radius and wider entrance on side streets while maintaining the Americans With Disabilities act (ADA) curb ramp compliance. This extensive design work in conjunction with standard design support during construction has exhausted all the allocated construction support funding from Mark Thomas and Company for Phases 1, 2, and 3. City staff has reviewed all the curb extensions and bulb-outs in Phase 3 and decided to make similar changes to those done in Phase 1 and 2. Amendment Number 3 was approved in June 2019 (Staff Report ID #10383), and included redesign of Phase 3 construction drawings and details including changes to curb radii and other geometric features, associated signage changes, and traffic signal modifications. Additional hours for design support for construction are also included for requests for information, performing site visits, attend ing construction meetings, reviewing shop drawings, preparing contract change order plans and specifications, and performing other tasks as necessary at the direction of the City’s project engineer. Contract Amendment Number 4 (Attachment B) with Mark Thomas and Company will provide for construction administration and as-built/record drawings for Phase 3. Bid Process On March 9, 2021, an Invitation for Bids (IFB) for Charleston -Arastradero Corridor Project – Phase 3 was posted online on PlanetBids and sent to builder’s exchanges and contractors through the City’s eProcurement system. The bidding period was 24 calendar days. Bids were received from four qualified contractors on April 1, 2021 as listed on the attached Bid Summary (Attachment C). City of Palo Alto Page 4 Table 1: Summary of Bid Process Bid Name/Number Charleston/Arastradero Corridor Project – Phase 3IFB #178830 Proposed Length of Project 300 calendar days Number of Bid Packages Downloaded by Builder’s Exchanges 11 Number of Bid Packages Downloaded by Contractors 32 Total Days to Respond to Bid 24 calendar days Pre-Bid Meeting? No Number of Bids Received 4 The apparent low bidder was selected based upon the total of the base bid. Bids ranged from $6,525,253 to $8,466,716 and from 7% to 39% above the enginee r’s estimate. Staff has reviewed all bids submitted and recommends the base bid totaling $6,525,253 submitted by O’Grady Paving, Inc. be accepted, and O’Grady Paving, Inc. be declared the lowest responsible bidder. Staff recommends to award add alternates #1, 4, 7, 8, and 10. • Add alternate #1 involves installing a temporary pole at the SE Middlefield corner. The temporary pole will allow the Middlefield intersection to be in service during the switchover to the new traffic signal equipment. • Add alternate #4 provides a wider asphalt surface for cyclists utilizing the bike lane by cutting back the existing 3-foot gutter to 1-foot gutter on East Charleston from Fabian Way to San Antonio Road. • Add alternate #7 involves installing removable bollards around an existing fire hydrant next to a resident driveway on the south side of East Charleston Road west of Sutherland Drive. The sidewalk area surrounding the hydrant will be widened and the bollards will increase visibility. • Add alternate #8 involves installing a new traffic signal cabinet at the northeast Fabian corner. • Add alternate #10 involves removing an existing storm drain pipe and manhole on West Charleston Road near El Camino Real and replacing it with a 12-inch HDPE pipe and new manhole. This work was originally included as a part of the Storm Drain Replacement and Rehabilitation Project (CIP SD-06101) but is now included in the Phase 3 project to avoid redundancy as both projects share the same work area. The total base bid plus the add alternates totals $6,688,253. The contingency amount of $668,825, which equals ten percent of the total contract, is recommended for related, additional, but unforeseen work, which may develop during the project. Staff reviewed other similar projects performed by the lowest responsible bidder, O’Grady Paving, Inc., including projects performed for the City and did not find any significant complaints with their previous work. Staff also checked with the Contractor’s State License Board and confirmed that O’Grady Paving, Inc. has an active license on file. City of Palo Alto Page 5 Senate Bill 1 Resolution Senate Bill 1 (SB 1) established the Road Maintenance and Rehabilitation Account (RMRA) in 2017 to address deferred maintenance on the state highway and local streets and roads systems, with funding to be approved annually. Palo Alto’s RMRA funding estimate for Fiscal Year 2022 is $1,356,343. SB 1 funding requires that Council approve a resolution (Attachment D) providing a project list that includes four components: • Project description; • The locations of each proposed project; • Schedule for completion; and • Estimated useful life of improvement. The adopted resolution must be sent to the California Transportation Commission by July 1, 2021. Staff recommends the RMRA funding for Fiscal Year 2022 be recognized in the Gas Tax Fund and transferred to the Capital Improvement Fund to be added to the Charleston - Arastradero Corridor Project – Phase 3, PE-13011. This funding recommendation was included in the Fiscal Year 2022 Proposed Capital Budget. The funding will be used on the Charleston- Arastradero Corridor Project – Phase 3 for bicycle and pedestrian improvements, traffic signal modifications to improve operations, landscaped medians, and street resurfacing on Arastradero Road and Charleston Road. Phase 3 is anticipated to be completed by summer 2022. The estimated useful life of a street overlay is 30 years. Resource Impact Pending Council’s adoption of the Fiscal Year 2022 Capital Budget there will be sufficient funding in the Charleston Arastradero Corridor project (PE-13011) to award and amend the contracts recommended in this staff report that are necessary to complete Phase 3, the final phase of the project. Additionally, monthly SB1 appropriations from the State Controller’s Office will begin in July 2021. Funding for add alternate #10 of the construction contract with O’Grady Paving, Inc. recommended in this report in the amount of $58,300 is available in the Fiscal Year 2022 Stormwater Management Fund Capital Improvement Program Storm Drainage System Replacement and Rehabilitation project (SD-06101). City of Palo Alto Page 6 Table 2: Summary of Project Costs Phases 1 - 3 Project Costs Prior Years Actuals FY 2022 Proposed Budget Recommended FY 2022 Adjustment to Proposed FY 2022 Modified Budget Updated Project Total Design $1,881,653 $0 $0 $0 $1,881,653 Construction $9,089,944 $4,600,000 $3,000,000 $7,600,000** $16,689,944 Salary & Benefits $1,953,368 $0 $400,000*** $400,000 $2,353,368 Total $12,924,965 $4,600,000 $3,400,000 $8,000,000 $20,924,965 *Prior Year Actuals include Phases 1 & 2. FY 2021 and FY 2022 is for Phase 3. **Includes funding for testing, utility connections, and administration costs for printing and outreach. ***Funding will be shifted from the Capital Improvement Fund Administration project (AS-10000) to address Salary and Benefit costs for phase 3. This contract is on the City’s construction contract template, which permits the City to terminate without cause/for convenience by providing written notice to the contractor. In the event the City finds itself facing a challenging budget situation, and it is determined that City resources need to be refocused elsewhere, the City can terminate for convenience. Other options include termination due to non-appropriation of funds or amending the contract to reduce the cost, for example, by reducing the scope of work. Stakeholder Engagement Extensive stakeholder engagement has been completed in developing the concept plan line and final design for the Charleston/Arastradero Corridor Project , including many community and public meetings. Additional outreach will be completed as part of the construction of Phase 3. Policy Implications The advancement of this project is consistent with City policies and previous Council direction and implements one of the Council’s Infrastructure Plan projects. This plan advances multiple objectives in the Palo Alto Bicycle and Pedestrian Transportation Plan as well as many goals, policies, and programs in the City’s Comprehensive Plan. Most specifically, Policy T-4.3 names Charleston Road and Arastradero Road (between Miranda Avenue and Fabian Way) as Residential Arterials, which are to be treated with landscaping, medians, and other visual improvements to distinguish them as residential streets to reduce speeds. Environmental Review The Charleston-Arastradero Corridor Project is funded from local, state, and federal sources. Therefore, in compliance with both the California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA), an Initial Study/M itigated Negative Declaration (IS/MND) was prepared and approved by Council in 2004. An addendum to the Final Study/MND was approved in September 2015. NEPA clearance was completed in October 2016. Attachments: • Attachment A - Location Maps • Attachment B - Contract with Mark Thomas and Company_C14150694 Amendment No.4 City of Palo Alto Page 7 • Attachment C - Bid Summary • Attachment D - SB 1 FY 2022 Resolution D o n a l d D r i v e Encina Grande DriveCereza Drive Los Robles Avenue Villa VeraVerdosa DriveCampana DriveSolana Drive Dri s c o l l C t ngArthur ' Ma y b e l l W a y Maybell Avenue Fr a n d o n C t Florales Drive Georgia Avenue Amaranta Avenue Amaranta Ct Ki s Cou r t Te r m a n D r i v e Ba k e r A v e n u e Vista AvenueWister i a L n Pe n a C t Co u l o m b e D r i v e Ch e r r y O a k s P l Po m o n a A v e n u e Arastradero Road Ab e l A v e n u e Cl e m o A v e n u e Villa Real El Camino W a y Ventura AvenueMaclaneVentura CtMagnolia Dr South El Camino RealCypress Lane GlenbrookD Fairmede Avenue Arastradero Road Irven Court Los P a l o s C i r Los PalosPl Maybell Avenue Al t a M e s a A v e Kell y W a y Lo s P a l o s A v e n u e Su z a n n e D r i v e Su z a n n e D r i v e riv e El C a m i n o R e a l Suz a n n e C t Lor a b e l l e C t McK e l l a r L a n e El C a m i n o W a y James R o a d MaclaneSecond StreetWilkie Way C a m i n o C t West Meadow Drive Th a i n W a y Barclay C t Victoria P l a c e In t e r d a l e W a y West C h a r l e s t o n R o a d Tennes s e e L a n e Wil k i e W a y Carolina L a n e Tennes s e e L a n e Pa r k B o u l e v a r d Wilkie C t Davenport Way Al m a S t r e e t Roos e v Monroe Dri v e Wilk i e W a y Wh i t c l e m P l Whitcle m D r i v e Duluth Ci r c l e Edlee A v e n u e Dinah's C o u r t Cesa n o C o u r t Monroe Driv e Mi l l e r A v e n u e Wh i t c l e m W y Wh i t c l e m C t Al m a S t r e e t Monroe D r i v e Ru t h e l m a A v e n u e Darlingt o n C t East Ch a r l e s t o n R o a d Lund y Lane Newber r y C t Pa r k B o u l e v a r d Ge o r g e H o o d L n Al m a S t r e e t e l t C i r c l e L i n d ero Drive Wr i g h t P l a c e Starr K i n g C i r c le Creeksi d e D r i v e Greenmea d o w W a y Di x o n P l a c e Ely Place Ely Plac e Ely P l a c e Du n c a n P l a c e Ca r l s o n C o u r t Mu m f o r d P l a c e Emer s o n S t r e e t Ramo n a S treet Carls o n Circle R e d w o o d C i r c l e Willm a r D r i v e Do n a l d D r i v e Military WayArbol Drive Monroe Dri v e Si l v a A v e n u e Silva Court Miller Court Driscoll Place Madeline CtJacob's Ct CalTrain ROW Ca l T r a i n R O W West Ch a r l e s t o n R o a d LaSelvaDriveLos Robles Avenue Vista Villa Deodar S t Alder L n Spruce L n Ric k e y ' s L n Jun i p e r W a y Rickey's Wy Ric k e y ' s W y Ric k e y ' s W y Ju n i p e r L a n e Ca s h e l S t No b l e S t Hettinge r L n Pratt Ln Alma Village LaneAlma Village Circle Ry a n L a n e Gene Ct Brassinga Ct Cole Ct This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend abc Project Limits 0'301' Ch a r l e s t o n - A r a s t r a d e r o C o r r i d o r Ph a s e 3 L o c a t i o n M a p CITY O F PALO A L T O I N C O R P O R A T E D C ALIFO R N I A P a l o A l t o T h e C i t y o f A P R IL 1 6 1 8 9 4 The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto bleung, 2020-07-15 09:57:54 (\\cc-maps\Encompass\Admin\Meta\View.mdb) Attachment A D Ferne Av e n u e East Char l e s t o n R o a d L u n dyLane P a r k B o u l e v a r d A l m a S t r e e t Shasta D r i v e M a c k a y D r i v e Diablo C o u r t S c r i p p s A v e n u e Scripps C o u r t N e l s o n D r i v e Tioga Co u r t Creekside D r i v e Greenme a d o w W a y Ben Lom o n d D r i v e Parkside D r i v e D i x o n P l a c e Ely Plac e D a k e A v e n u e F e r n e A v e n u e S a n A n t o n i o C o u r t ( P r i v a t e ) C o u r t P l a c e Ely Place Ely Place Adob e P l a c e Nelso n C o u r t B y r o n S t r e e t Keats C o u r t M i d d l e f i e l d R o a d D u n c a n P l a c e Ca r l s o n C o u r t Du n c a n P l a c e M u m f o r d P l a c e East Charleston Road San A n t o n i o R o a d Carlson C i r c le Redwoo d C i r c l e Le g h o r n S t r e e t Mo n t r o s e A v e n u e Ma p l e w o o d Ch a r l e s t o n C t East Charleston Roa d Seminole Way S u t h e r l a n d D r i v e N e l s o n D r i v e El Capitan Place Fa b i a n S t r e e t Murdoch DriveMurdoch Ct M a y C o u r t Mayview Avenue Mi d d l e f i e l d R o a d Ensign Way Bibbits Drive Ga i l e n C t Gailen Avenue Gr o v e A v e n u e San A n t o n i o R o a d Com m e r c i a l S t r e e t Ind u s t r i a l A v e n u e Bib b i t s D r i v e E a s t C h a r l e s t o n R o a d Fab i a n W a y TEast Meadow Drive Grove AvenueChristine Drive Co r i n a W a y Ro s s R o a d Cor i n a W a y Lou i s R o a d Nat h a n W a y T r a n s p o r t S t r e e t Ortega CourtEast Meadow DrivealismanDriftwoodDriveArbutus AvenueRoss RoadCourt C a l T r a i n R O W B a y s h o r e F r e e w a y B a y s h o r e F r e e w a y Grove Ct Middlefield Road Christine Drive Lo u i s R o a d Av e n u e Ma p l e w o o d P l Fe d e r a t i o n W a y This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend abc Project Limits 0'301' Ch a r l e s t o n - A r a s t r a d e r o C o r r i d o r Ph a s e 3 L o c a t i o n M a p CITY O F PALO A L T O I N C O R P O R A T E D C ALIFO R N I A P a l o A l t o T h e C i t y o f A P R IL 1 6 1 8 9 4 The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto bleung, 2020-07-15 09:58:56 (\\cc-maps\Encompass\Admin\Meta\View.mdb) - Vers.: Aug. 5, 2019 Page 1 of 9 AMENDMENT NO. 4 TO CONTRACT NO. C14150694 BETWEEN THE CITY OF PALO ALTO AND MARK THOMAS AND COMPANY This Amendment No. 4 (this “Amendment”) to Contract No. C14150694 (the “Contract” as defined below) is entered into as of June 21, 2021, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and MARK THOMAS AND COMPANY, a California corporation, located at 2833 Junction Avenue, Suite 110, San Jose, CA 95134 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of professional design services for streetscape and pedestrian/bicycle improvements along the Charleston/Arastradero Corridor Project, as detailed therein. B. The Contract was amended by Amendment No. 1 to increase the scope of services to include the project management and final design, increase compensation in the amount of $1,052,213.00 and extend the term through December 31, 2017, as detailed therein. C. The Contract was amended by Amendment No. 2 to increase the scope of services to include Construction Administration Services for the Charleston/Arastradero Corridor Project, increase the total not-to-exceed amount of compensation by $145,419.00 for professional services and to extend the term through December 31, 2020, as detailed therein. D. The Contract was amended by Amendment No. 3 to increase the scope of services to include design support services during construction, a modification to a signal design and general design changes for Phase 3 of the Charleston/Arastradero Corridor Project, increase the total not- to-exceed amount of compensation by $100,058.00 and extend the term through August 31, 2021, as detailed therein. E. The Parties now wish to amend the Contract in order to increase the total not-to- exceed amount of compensation by $27,136.00 for professional services, from Two Million Thirty- Four Thousand Three Hundred Sixty-Five Dollars ($2,034,365) to a new total not-to-exceed amount of Two Million Sixty-One Thousand Five Hundred One Dollars ($2,061,501) and to extend the Contract term through July 31, 2022, as detailed herein. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term “Contract” shall mean Contract No. C14150694 between CONSULTANT and CITY, dated March 17, 2014, as amended by: DocuSign Envelope ID: 6477273A-7781-40C7-A3CA-F6655ABCF5BA Attachment B Vers.: Aug. 5, 2019 Page 2 of 9 Amendment No. 1, dated May 9, 2016 Amendment No. 2, dated January 1, 2018 Amendment No. 3, dated June 24, 2019 b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 1, “SCOPE OF SERVICES,” of the Contract is hereby amended to read as follows: “CONSULTANT shall perform the Services described in the attached Exhibit “A”, entitled “SCOPE OF SERVICES”, Exhibit “A-1”, entitled “SCOPE OF SERVICES, AMENDMENT NO.1”, Exhibit “A-2”, entitled “SCOPE OF SERVICES, AMENDMENT NO.3”, and Exhibit “A-3”, entitled “SCOPE OF SERVICES, AMENDMENT NO.4”, in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction to the CITY.” SECTION 3. Section 2, “TERM,” of the Contract is hereby amended to read as follows: “The term of this Agreement shall be from the date of its full execution through July 31, 2022 unless terminated earlier pursuant to Section 19 of this Agreement.” SECTION 4. Section 3, “SCHEDULE OF PERFORMANCE,” of the Contract is hereby amended to read as follows: “Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, entitled “SCHEDULE OF PERFORMANCE”, Exhibit “B-1”, entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO.1”, Exhibit “B-2”, entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO.3”, or Exhibit “B-3”, entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO.4”, each of which is, by this reference, hereby attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT.” SECTION 5. Section 4, NOT TO EXCEED COMPENSATION, of the Contract is hereby amended to read as follows: “The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A“, entitled “SCOPE OF SERVICES”, Exhibit “A-1”, entitled “SCOPE OF SERVICES, AMENDMENT NO.1”, Exhibit “A-2”, entitled “SCOPE OF SERVICES, AMENDMENT NO.3”, and Exhibit “A-3”, entitled “SCOPE OF SERVICES, AMENDMENT NO.4”, including payment for Services and DocuSign Envelope ID: 6477273A-7781-40C7-A3CA-F6655ABCF5BA Vers.: Aug. 5, 2019 Page 3 of 9 reimbursable expenses, shall not exceed One Million Nine Hundred Sixty-One Thousand Five Hundred Dollars ($1,961,501), as detailed in Exhibit “C”, entitled “COMPENSATION”, Exhibit “C-2”, entitled “COMPENSATION, AMENDMENT NO.1”, Exhibit “C-4”, entitled “COMPENSATION, AMENDMENT NO.3”, and/or Exhibit “C-6”, entitled “COMPENSATION, AMENDMENT NO.4”, as applicable. CONSULTANT agrees to complete all such Services, including reimbursable expenses, within this amount. In the event Additional Services are authorized, the total compensation for Services, reimbursable expenses and such Additional Services, shall not exceed Two Million Sixty- One Thousand Five Hundred Dollars ($2,061,501). The applicable rates and schedule of payment for such Additional Services are set out in Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE”, Exhibit “C-3”, entitled “HOURLY RATE SCHEDULE, AMENDMENT NO.1”, or Exhibit “C-5”, entitled “HOURLY RATE SCHEDULE, AMENDMENT NO.3”, as applicable. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C,” Exhibit “C-2,” Exhibit “C-4”, or Exhibit “C-6”, as applicable. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. “Additional Services” shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described in Exhibit “A,” Exhibit “A-1,” Exhibit “A-2”, or Exhibit “A-3”, as applicable.” SECTION 6. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference: a. Exhibit “A-3” entitled “SCOPE OF SERVICES, AMENDMENT NO. 4” (ADDED) b. Exhibit “B-3” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 4” (ADDED) c. Exhibit “C-6” entitled “COMPENSATION, AMENDMENT NO. 4” (ADDED) d. Exhibit “C-7” entitled “HOURLY RATE SCHEDULE, AMENDMENT NO. 4” (ADDED) SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 6. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) DocuSign Envelope ID: 6477273A-7781-40C7-A3CA-F6655ABCF5BA Vers.: Aug. 5, 2019 Page 4 of 9 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: ____________________________ City Attorney or designee MARK THOMAS AND COMPANY Officer 1 By:______________________________ Name:___________________________ Title:____________________________ Officer 2 (Required for Corp. or LLC) By:______________________________ Name:___________________________ Title:____________________________ Attachments: Exhibit “A-3” entitled “SCOPE OF SERVICES, AMENDMENT NO. 4” (ADDED) Exhibit “B-3” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 4” (ADDED) Exhibit “C-6” entitled “COMPENSATION, AMENDMENT NO. 4” (ADDED) Exhibit “C-7” entitled “HOURLY RATE SCHEDULE, AMENDMENT NO. 4” (ADDED) DocuSign Envelope ID: 6477273A-7781-40C7-A3CA-F6655ABCF5BA Robert A. Himes, President President Principal + Vice President Shawn O'Keefe (t;DocuSigned by: L~\~345A Vers.: Aug. 5, 2019 Page 5 of 9 EXHIBIT “A-3” SCOPE OF SERVICES, AMENDMENT NO. 4 (ADDED) CONSULTANT will perform the Services detailed below in this Exhibit “A-3”, entitled “SCOPE OF SERVICES, AMENDMENT NO.4,” in addition to the Services described in Exhibit “A“, entitled “SCOPE OF SERVICES”, Exhibit “A-1”, entitled “SCOPE OF SERVICES, AMENDMENT NO.1”, and Exhibit “A- 2”, entitled “SCOPE OF SERVICES, AMENDMENT NO.3.” The Services to be provided under this Exhibit “A-3”, entitled “SCOPE OF SERVICES, AMENDMENT NO.4,” include: Task 1 – Phase 3 As-Built Drawings Consultant and its subconsultants shall prepare as-built plans based upon red-line mark-ups provided by the City’s Engineer. As-built plan preparation shall be performed on a time and materials basis. Deliverables: a) Record Drawings, Phase 3 All deliverables are to be submitted in pdf format. Task 2 – Pre-Construction Community Meeting Representatives from the consultant and its subconsultants (Gates and TJKM) shall provide support for Charleston-Arastradero Corridor Project, Phases 3, by attending the pre-construction community meeting prior to the start the project with the City Project Manager and Project Engineer. Construction support shall be performed on a time and materials basis. Deliverables: a) Exhibits, as requested b) Prints of plans or exhibits, as requested All deliverables are to be submitted in pdf format. DocuSign Envelope ID: 6477273A-7781-40C7-A3CA-F6655ABCF5BA Vers.: Aug. 5, 2019 Page 6 of 9 EXHIBIT “B-3” SCHEDULE OF PERFORMANCE, AMENDMENT NO. 4 (ADDED) Consultant shall perform the Services as detailed in Exhibit “A-3” so as to complete each milestone within the number of days/weeks specified below. The time to complete each task may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (“NTP”). PHASE 3 – AS-BUILT DRAWINGS AND PRE-CONSTRUCTION COMMUNITY MEETING (CONTRACT AMENDMENT NO.4) Tasks Completion (No. of Weeks from Amendment No. 4 NTP) Task 1 160 (Phase 3 and Phase 4 As-Built Drawings) Task 2 6 (Pre-Construction Community Meetings) DocuSign Envelope ID: 6477273A-7781-40C7-A3CA-F6655ABCF5BA Vers.: Aug. 5, 2019 Page 7 of 9 EXHIBIT “C-6” COMPENSATION, AMENDMENT NO. 4 (ADDED) The CITY agrees to compensate the CONSULTANT for Services performed as detailed in Exhibit “A- 3” in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as Exhibit “C-7,” up to the not-to-exceed budget amount for each task set forth below in this Exhibit “C-6”. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement. BUDGET SCHEDULE (TASK) NOT TO EXCEED AMOUNT PHASE 3 – AS-BUILT DRAWINGS AND PRE- CONSTRUCTION COMMMUNITY MEETING (CONTRACT AMENDMENT NO. 4) BUDGET SCHEDULE (TASK) Task 1 $20,676 (Phase 3 and Phase 4 As-Built Drawings) Task 2 $6,460 (Pre-Construction Community Meetings) Sub-total Basic Services Reimbursable Expenses Total Basic Services and Reimbursable Expenses Additional Services (Not-to-Exceed) Maximum Total Compensation $27,136 $0 $27,136 $0 $27,136 (CONTINUED ON THE NEXT PAGE.) DocuSign Envelope ID: 6477273A-7781-40C7-A3CA-F6655ABCF5BA Vers.: Aug. 5, 2019 Page 8 of 9 COMPENSATION, NOT-TO-EXCEED AMOUNTS AND TOTALS: ORIGINAL CONTRACT AND AMENDMENTS 1 THROUGH 4* Services (aka Basic Services) and Reimbursable Expenses Not to Exceed Amount Additional Services Not to Exceed Amount Maximum Not-to-exceed Amount Original Contract $669,765 $67,000 $736,765 Amendment No.1 $1,019,123 $33,000 $1,052,123 Amendment No.2* $145,419* $0* $145,419* Amendment No.3 $245,477 $0 $245,477 Amendment No.4 $27,136 $0 $27,136 Original Contract and Amdts 1-4 Totals* $1,961,501* $100,000* $2,061,501* * Amendment No.2 was superseded by Amendment No.3, so the figures from Amendment No.2 are excluded from the totals calculated in this table. DocuSign Envelope ID: 6477273A-7781-40C7-A3CA-F6655ABCF5BA Vers.: Aug. 5, 2019 Page 9 of 9 EXHIBIT “C-7” HOURLY RATE SCHEDULE, AMENDMENT NO. 4 (ADDED) The hourly rate schedule that corresponds with Exhibit A-3 is as follows: 1. Engineering Manager $252 2. Project Manager $200 3. Design Engineer $118 4. Senior Project Coordinator $108 DocuSign Envelope ID: 6477273A-7781-40C7-A3CA-F6655ABCF5BA BASE BID ITEMS QTY UNITS 1 TRAFFIC CONTROL SYSTEM 1 LS 250,000.00$ 250,000.00$ 265,000.00$ 265,000.00$ 1,010,000.00$ 1,010,000.00$ 777,200.00$ 777,200.00$ 964,026.00$ 964,026.00$ 2 PUBLIC NOTIFICATION AND POSTING 1 LS 25,000.00$ 25,000.00$ 30,000.00$ 30,000.00$ 15,000.00$ 15,000.00$ 45,000.00$ 45,000.00$ 5,000.00$ 5,000.00$ 3 HEADS UP NOTIFICATION AND LOGS 1 LS 15,000.00$ 15,000.00$ 30,000.00$ 30,000.00$ 5,000.00$ 5,000.00$ 15,000.00$ 15,000.00$ 5,000.00$ 5,000.00$ 4 COMMUNITY RELATIONS MANAGER 1 LS 30,000.00$ 30,000.00$ 10,000.00$ 10,000.00$ 100,000.00$ 100,000.00$ 85,000.00$ 85,000.00$ 33,000.00$ 33,000.00$ 5 TEMPORARY INSTALLATIONS 1 LS 11,000.00$ 11,000.00$ 25,000.00$ 25,000.00$ 10,000.00$ 10,000.00$ 35,000.00$ 35,000.00$ 50,000.00$ 50,000.00$ 6 CLEARING AND GRUBBING 1 LS 10,000.00$ 10,000.00$ 175,000.00$ 175,000.00$ 200,000.00$ 200,000.00$ 282,500.00$ 282,500.00$ 50,000.00$ 50,000.00$ 7 REMOVE CONCRETE (MISC)38,290 SF 11.00$ 421,190.00$ 6.60$ 252,714.00$ 3.00$ 114,870.00$ 6.00$ 229,740.00$ 8.00$ 306,320.00$ 8 ASPHALT CONCRETE MILLING 362,683 SF 0.70$ 253,878.10$ 0.60$ 217,609.80$ 0.50$ 181,341.50$ 0.40$ 145,073.20$ 0.75$ 272,012.25$ 9 TEMPORARY DRAINAGE INLET PROTECTION 30 EA 500.00$ 15,000.00$ 150.00$ 4,500.00$ 300.00$ 9,000.00$ 150.00$ 4,500.00$ 300.00$ 9,000.00$ 10 REMOVE CATCH BASIN 3 EA 1,000.00$ 3,000.00$ 1,400.00$ 4,200.00$ 1,000.00$ 3,000.00$ 1,000.00$ 3,000.00$ 1,300.00$ 3,900.00$ 11 12" HDPE PIPE, SDR 17 100 LF 100.00$ 10,000.00$ 670.00$ 67,000.00$ 250.00$ 25,000.00$ 500.00$ 50,000.00$ 493.00$ 49,300.00$ 12 CATCH BASIN 8 EA 5,000.00$ 40,000.00$ 6,500.00$ 52,000.00$ 4,000.00$ 32,000.00$ 5,000.00$ 40,000.00$ 6,500.00$ 52,000.00$ 13 ADJUST CATCH BASIN 3 EA 3,500.00$ 10,500.00$ 1,600.00$ 4,800.00$ 2,000.00$ 6,000.00$ 4,500.00$ 13,500.00$ 1,200.00$ 3,600.00$ 14 MANHOLE 1 EA 5,000.00$ 5,000.00$ 13,000.00$ 13,000.00$ 12,000.00$ 12,000.00$ 11,000.00$ 11,000.00$ 13,000.00$ 13,000.00$ 15 ADJUST MANHOLE 48 EA 1,500.00$ 72,000.00$ 400.00$ 19,200.00$ 1,400.00$ 67,200.00$ 800.00$ 38,400.00$ 1,100.00$ 52,800.00$ 16 ADJUST ELECTRICAL BOX TO GRADE 38 EA 1,000.00$ 38,000.00$ 400.00$ 15,200.00$ 1,200.00$ 45,600.00$ 200.00$ 7,600.00$ 350.00$ 13,300.00$ 17 ADJUST GAS VALVE TO GRADE 30 EA 1,000.00$ 30,000.00$ 200.00$ 6,000.00$ 1,200.00$ 36,000.00$ 500.00$ 15,000.00$ 770.00$ 23,100.00$ 18 ADJUST WATER VALVE TO GRADE 57 EA 1,000.00$ 57,000.00$ 200.00$ 11,400.00$ 1,200.00$ 68,400.00$ 400.00$ 22,800.00$ 770.00$ 43,890.00$ 19 ADJUST SANITARY SEWER CLEANOUT TO GRADE 2 EA 1,000.00$ 2,000.00$ 200.00$ 400.00$ 1,200.00$ 2,400.00$ 600.00$ 1,200.00$ 770.00$ 1,540.00$ 20 ADJUST ANODE VALVE 8 EA 1,000.00$ 8,000.00$ 500.00$ 4,000.00$ 1,200.00$ 9,600.00$ 600.00$ 4,800.00$ 770.00$ 6,160.00$ 21 ADJUST MONUMENT VALVE 7 EA 1,000.00$ 7,000.00$ 500.00$ 3,500.00$ 1,200.00$ 8,400.00$ 600.00$ 4,200.00$ 770.00$ 5,390.00$ 22 ADJUST DETECTOR VALVE 4 EA 1,000.00$ 4,000.00$ 800.00$ 3,200.00$ 1,200.00$ 4,800.00$ 600.00$ 2,400.00$ 770.00$ 3,080.00$ 23 ADJUST TEST VALVE 1 EA 1,000.00$ 1,000.00$ 500.00$ 500.00$ 1,200.00$ 1,200.00$ 600.00$ 600.00$ 770.00$ 770.00$ 24 ADJUST WATER METER TO GRADE 1 EA 1,000.00$ 1,000.00$ 1,000.00$ 1,000.00$ 1,200.00$ 1,200.00$ 800.00$ 800.00$ 350.00$ 350.00$ 25 JOIN PIPES 1 EA 3,000.00$ 3,000.00$ 3,200.00$ 3,200.00$ 3,000.00$ 3,000.00$ 3,000.00$ 3,000.00$ 2,500.00$ 2,500.00$ 26 RUBBERIZED HOT MIX ASPHALT (RHMA)4,650 TON 190.00$ 883,500.00$ 165.00$ 767,250.00$ 150.00$ 697,500.00$ 140.00$ 651,000.00$ 182.00$ 846,300.00$ 27 ASPHALT CONCRETE PAVING CONFORM PRIOR TO RAC 19,973 SF 5.00$ 99,865.00$ 4.00$ 79,892.00$ 3.00$ 59,919.00$ 2.00$ 39,946.00$ 4.00$ 79,892.00$ 28 HOT MIX ASPHALT (HMA), TYPE A 1,131 TON 130.00$ 147,030.00$ 175.00$ 197,925.00$ 250.00$ 282,750.00$ 160.00$ 180,960.00$ 335.00$ 378,885.00$ 29 AGGREGATE BASE, CLASS 2 1,112 CY 60.00$ 66,720.00$ 80.00$ 88,960.00$ 80.00$ 88,960.00$ 40.00$ 44,480.00$ 180.00$ 200,160.00$ 30 ROADWAY EXCAVATION 2,180 CY 55.00$ 119,900.00$ 175.00$ 381,500.00$ 110.00$ 239,800.00$ 70.00$ 152,600.00$ 275.00$ 599,500.00$ 31 PAVEMENT BASE FAILURE REHABILITATION 32,150 SF 4.40$ 141,460.00$ 6.40$ 205,760.00$ 5.00$ 160,750.00$ 9.00$ 289,350.00$ 7.75$ 249,162.50$ 32 MINOR CONCRETE (TYPE A MOD CURB)3,400 LF 90.00$ 306,000.00$ 85.00$ 289,000.00$ 85.00$ 289,000.00$ 81.00$ 275,400.00$ 50.00$ 170,000.00$ 33 MINOR CONCRETE (RETAINING CURB)500 LF 80.00$ 40,000.00$ 32.00$ 16,000.00$ 22.00$ 11,000.00$ 30.00$ 15,000.00$ 23.00$ 11,500.00$ 34 MINOR CONCRETE (A1-6 CURB)2,400 LF 60.00$ 144,000.00$ 37.00$ 88,800.00$ 75.00$ 180,000.00$ 37.00$ 88,800.00$ 50.00$ 120,000.00$ 35 MINOR CONCRETE (B1-4 CURB)620 LF 60.00$ 37,200.00$ 37.00$ 22,940.00$ 45.00$ 27,900.00$ 37.00$ 22,940.00$ 50.00$ 31,000.00$ 36 MINOR CONCRETE (SIDEWALK)28,690 SF 18.00$ 516,420.00$ 12.60$ 361,494.00$ 17.00$ 487,730.00$ 13.50$ 387,315.00$ 14.00$ 401,660.00$ 37 MINOR CONCRETE (DRIVEWAY)1,700 SF 27.00$ 45,900.00$ 18.00$ 30,600.00$ 15.00$ 25,500.00$ 17.00$ 28,900.00$ 17.00$ 28,900.00$ 38 MINOR CONCRETE (ARTWORK FOUNDATIONS)20 SF 33.00$ 660.00$ 850.00$ 17,000.00$ 750.00$ 15,000.00$ 800.00$ 16,000.00$ 75.00$ 1,500.00$ 39 MINOR CONCRETE (TEXTURED PAVING)300 SF 33.00$ 9,900.00$ 30.00$ 9,000.00$ 35.00$ 10,500.00$ 28.00$ 8,400.00$ 35.00$ 10,500.00$ 40 CONCRETE CURB AND GUTTER REPLACE-IN-KIND 260 LF 110.00$ 28,600.00$ 105.00$ 27,300.00$ 125.00$ 32,500.00$ 100.00$ 26,000.00$ 50.00$ 13,000.00$ 41 CURB RAMP 46 EA 5,000.00$ 230,000.00$ 4,200.00$ 193,200.00$ 6,000.00$ 276,000.00$ 4,000.00$ 184,000.00$ 4,000.00$ 184,000.00$ 42 SIGN 80 EA 300.00$ 24,000.00$ 60.00$ 4,800.00$ 60.00$ 4,800.00$ 175.00$ 14,000.00$ 200.00$ 16,000.00$ 43 SIGN (RELOCATE)10 EA 200.00$ 2,000.00$ 250.00$ 2,500.00$ 250.00$ 2,500.00$ 200.00$ 2,000.00$ 100.00$ 1,000.00$ 44 SIGN (OBJECT MARKER)27 EA 50.00$ 1,350.00$ 75.00$ 2,025.00$ 80.00$ 2,160.00$ 50.00$ 1,350.00$ 130.00$ 3,510.00$ 45 POST 35 EA 125.00$ 4,375.00$ 325.00$ 11,375.00$ 330.00$ 11,550.00$ 150.00$ 5,250.00$ 260.00$ 9,100.00$ 46 REMOVE SIGN 42 EA 150.00$ 6,300.00$ 55.00$ 2,310.00$ 50.00$ 2,100.00$ 100.00$ 4,200.00$ 65.00$ 2,730.00$ 47 REMOVE POST 1 EA 150.00$ 150.00$ 400.00$ 400.00$ 400.00$ 400.00$ 100.00$ 100.00$ 65.00$ 65.00$ 48 REMOVE POST FOUNDATION 4 EA 500.00$ 2,000.00$ 250.00$ 1,000.00$ 800.00$ 3,200.00$ 100.00$ 400.00$ 130.00$ 520.00$ 49 REMOVE AND DISPOSE STORYBODY SIGNS 7 EA 1,000.00$ 7,000.00$ 500.00$ 3,500.00$ 250.00$ 1,750.00$ 150.00$ 1,050.00$ 350.00$ 2,450.00$ 50 STRIPE (DETAIL 9)5,695 LF 1.00$ 5,695.00$ 0.50$ 2,847.50$ 0.50$ 2,847.50$ 0.50$ 2,847.50$ 0.50$ 2,847.50$ 51 STRIPE (DETAIL 22)5,050 LF 2.50$ 12,625.00$ 2.30$ 11,615.00$ 2.50$ 12,625.00$ 2.20$ 11,110.00$ 2.50$ 12,625.00$ 52 STRIPE (DETAIL 27B)1,700 LF 1.50$ 2,550.00$ 1.10$ 1,870.00$ 1.00$ 1,700.00$ 1.00$ 1,700.00$ 1.25$ 2,125.00$ 53 STRIPE (DETAIL 32)1,465 LF 2.50$ 3,662.50$ 3.60$ 5,274.00$ 4.00$ 5,860.00$ 3.50$ 5,127.50$ 4.00$ 5,860.00$ 54 STRIPE (DETAIL 37B)260 LF 2.00$ 520.00$ 1.00$ 260.00$ 0.70$ 182.00$ 0.80$ 208.00$ 0.75$ 195.00$ 55 STRIPE (DETAIL 38B)2,590 LF 2.00$ 5,180.00$ 1.30$ 3,367.00$ 1.30$ 3,367.00$ 1.20$ 3,108.00$ 1.50$ 3,885.00$ 56 STRIPE (DETAIL 39)12,095 LF 2.00$ 24,190.00$ 1.05$ 12,699.75$ 1.00$ 12,095.00$ 1.00$ 12,095.00$ 1.25$ 15,118.75$ 57 STRIPE (DETAIL 39A)8,000 LF 1.50$ 12,000.00$ 1.10$ 8,800.00$ 1.00$ 8,000.00$ 1.00$ 8,000.00$ 1.25$ 10,000.00$ ATTACHMENT C CHARLESTON-ARASTRADERO CORRIDOR PROJECT - PHASE 3 BID SUMMARY REDGWICK CONSTRUCTION COMPANY GOLDEN BAY CONSTRUCTION, INC. ENGINEER'S ESTIMATE A. TIECHERT & SON, INC.O'GRADY PAVING, INC. Attachment C 58 STRIPE (DETAIL 40)60 LF 2.50$ 150.00$ 1.00$ 60.00$ 0.50$ 30.00$ 1.00$ 60.00$ 0.50$ 30.00$ 59 WHITE STRIPE (12")4,050 LF 2.50$ 10,125.00$ 4.20$ 17,010.00$ 4.00$ 16,200.00$ 4.00$ 16,200.00$ 4.50$ 18,225.00$ 60 YELLOW STRIPE (12")60 LF 2.50$ 150.00$ 5.00$ 300.00$ 4.00$ 240.00$ 5.00$ 300.00$ 4.50$ 270.00$ 61 WHITE STRIPE (24")2,050 LF 5.00$ 10,250.00$ 8.50$ 17,425.00$ 8.00$ 16,400.00$ 8.00$ 16,400.00$ 9.25$ 18,962.50$ 62 PAVEMENT MARKING (GREEN BIKE LANE)12,300 SF 4.00$ 49,200.00$ 9.50$ 116,850.00$ 9.00$ 110,700.00$ 9.50$ 116,850.00$ 10.50$ 129,150.00$ 63 PAVEMENT MARKING (RED BUS LANE)1,000 SF 4.00$ 4,000.00$ 11.00$ 11,000.00$ 11.00$ 11,000.00$ 10.00$ 10,000.00$ 11.50$ 11,500.00$ 64 STAMPED THERMOPLASTIC CROSSWALK 3,550 SF 6.00$ 21,300.00$ 21.50$ 76,325.00$ 23.00$ 81,650.00$ 21.00$ 74,550.00$ 26.25$ 93,187.50$ 65 PAVEMENT MARKING (OTHER)259 EA 20.00$ 5,180.00$ 160.00$ 41,440.00$ 160.00$ 41,440.00$ 160.00$ 41,440.00$ 173.00$ 44,807.00$ 66 CURB PAINT 500 LF 2.00$ 1,000.00$ 2.10$ 1,050.00$ 2.00$ 1,000.00$ 3.00$ 1,500.00$ 2.25$ 1,125.00$ 67 LANDSCAPE PLANTING (SHRUB)10,300 SF 18.00$ 185,400.00$ 8.20$ 84,460.00$ 8.00$ 82,400.00$ 11.00$ 113,300.00$ 15.00$ 154,500.00$ 68 WEED BARRIER FABRIC 8,700 SF 0.90$ 7,830.00$ 0.70$ 6,090.00$ 0.75$ 6,525.00$ 0.65$ 5,655.00$ 1.00$ 8,700.00$ 69 IMPORTED TOPSOIL 800 CY 50.00$ 40,000.00$ 92.00$ 73,600.00$ 95.00$ 76,000.00$ 50.00$ 40,000.00$ 111.00$ 88,800.00$ 70 LANDSCAPE TREE, 24" BOX 31 EA 620.00$ 19,220.00$ 300.00$ 9,300.00$ 400.00$ 12,400.00$ 675.00$ 20,925.00$ 800.00$ 24,800.00$ 71 IRRIGATION CONTROLLER 2 EA 3,500.00$ 7,000.00$ 10,000.00$ 20,000.00$ 10,000.00$ 20,000.00$ 14,000.00$ 28,000.00$ 15,000.00$ 30,000.00$ 72 IRRIGATION BACKFLOWER PREVENTION ASSEMBLY 2 EA 3,000.00$ 6,000.00$ 5,500.00$ 11,000.00$ 6,000.00$ 12,000.00$ 12,000.00$ 24,000.00$ 9,000.00$ 18,000.00$ 73 IRRIGATION MASTER VALVE, FLOW SENSOR 2 EA 1,200.00$ 2,400.00$ 1,000.00$ 2,000.00$ 1,000.00$ 2,000.00$ 5,000.00$ 10,000.00$ 3,500.00$ 7,000.00$ 74 IRRIGATION TRENCHING (BORE AND SAWCUT)500 LF 50.00$ 25,000.00$ 200.00$ 100,000.00$ 0.10$ 50.00$ 160.00$ 80,000.00$ 190.00$ 95,000.00$ 75 IRRIGATION MAINLINE AND WIRE 1,300 LF 20.00$ 26,000.00$ 88.00$ 114,400.00$ 90.00$ 117,000.00$ 50.00$ 65,000.00$ 230.00$ 299,000.00$ 76 LANDSCAPE MAINTENANCE (90 DAYS)10,300 SF 0.35$ 3,605.00$ 0.85$ 8,755.00$ 1.00$ 10,300.00$ 0.50$ 5,150.00$ 0.50$ 5,150.00$ 77 ELECTRICAL CONNECTION FOR IRRIGATION CONTROLLER 1 LS 13,000.00$ 13,000.00$ 17,000.00$ 17,000.00$ 10,000.00$ 10,000.00$ 35,000.00$ 35,000.00$ 3,000.00$ 3,000.00$ 78 STREET LIGHTING 1 LS 32,400.00$ 32,400.00$ 42,000.00$ 42,000.00$ 80,000.00$ 80,000.00$ 95,000.00$ 95,000.00$ 82,440.00$ 82,440.00$ 79 SIGNAL MODIFICATION - EL CAMINO REAL 1 LS 228,400.00$ 228,400.00$ 315,000.00$ 315,000.00$ 375,000.00$ 375,000.00$ 425,000.00$ 425,000.00$ 300,840.00$ 300,840.00$ 80 SIGNAL MODIFICATION - WILKIE WAY 1 LS 238,500.00$ 238,500.00$ 295,000.00$ 295,000.00$ 375,000.00$ 375,000.00$ 425,000.00$ 425,000.00$ 376,140.00$ 376,140.00$ 81 SIGNAL MODIFICATION - MIDDLEFIELD ROAD 1 LS 84,325.00$ 84,325.00$ 295,000.00$ 295,000.00$ 130,000.00$ 130,000.00$ 425,000.00$ 425,000.00$ 150,240.00$ 150,240.00$ 82 NEW SIGNAL - LOUIS ROAD/MONTROSE AVENUE 1 LS 258,100.00$ 258,100.00$ 295,000.00$ 295,000.00$ 425,000.00$ 425,000.00$ 380,000.00$ 380,000.00$ 412,680.00$ 412,680.00$ 83 SIGNAL MODIFICATION - FABIAN WAY 1 LS 264,200.00$ 264,200.00$ 275,000.00$ 275,000.00$ 475,000.00$ 475,000.00$ 365,000.00$ 365,000.00$ 423,480.00$ 423,480.00$ 84 SIGNAL MODIFICATION - SIC 1 LS 61,600.00$ 61,600.00$ 63,000.00$ 63,000.00$ 15,000.00$ 15,000.00$ 85,000.00$ 85,000.00$ 133,080.00$ 133,080.00$ 85 REPAIR OF CALTRANS STANDARD TRAFFIC LOOPS 9 EA 4,000.00$ 36,000.00$ 850.00$ 7,650.00$ 800.00$ 7,200.00$ 800.00$ 7,200.00$ 900.00$ 8,100.00$ 86 REPAIR OF CPA STANDARD TRAFFIC LOOPS 6 EA 3,000.00$ 18,000.00$ 850.00$ 5,100.00$ 800.00$ 4,800.00$ 800.00$ 4,800.00$ 1,080.00$ 6,480.00$ 87 ELECTRICAL CONNECTION FOR TRAFFIC SIGNAL 1 LS 60,000.00$ 60,000.00$ 11,000.00$ 11,000.00$ 50,000.00$ 50,000.00$ 45,000.00$ 45,000.00$ 21,000.00$ 21,000.00$ 88 MISC. TRANSPORTATION IMPROVEMENTS 1 LS 50,000.00$ 50,000.00$ 50,000.00$ 50,000.00$ 50,000.00$ 50,000.00$ 50,000.00$ 50,000.00$ 50,000.00$ 50,000.00$ 89 TREE TRIMMING 50 CREW HOUR 250.00$ 12,500.00$ 375.00$ 18,750.00$ 500.00$ 25,000.00$ 200.00$ 10,000.00$ 350.00$ 17,500.00$ 90 UTILITY TIE-OUT DRAWINGS 1 LS 8,000.00$ 8,000.00$ 5,000.00$ 5,000.00$ 5,000.00$ 5,000.00$ 1,500.00$ 1,500.00$ 500.00$ 500.00$ 91 CALTRANS ENCROACHMENT PERMIT ALLOWANCE 1 LS 50,000.00$ 50,000.00$ 50,000.00$ 50,000.00$ 50,000.00$ 50,000.00$ 50,000.00$ 50,000.00$ 50,000.00$ 50,000.00$ ADD ALTERNATES QTY UNITS 1 TEMPORARY MIDDLEFIELD POLE 1 LS 200,000.00$ 200,000.00$ 15,000.00$ 15,000.00$ 65,000.00$ 65,000.00$ 45,000.00$ 45,000.00$ 33,000.00$ 33,000.00$ 2 SAWCUT GUTTER (SUZANNE DRIVE TO ALMA STREET)1 LS 53,025.00$ 53,025.00$ 75,000.00$ 75,000.00$ 110,000.00$ 110,000.00$ 287,000.00$ 287,000.00$ 254,467.00$ 254,467.00$ 3 SAWCUT GUTTER (MIDDLEFIELD ROAD TO FABIAN WAY)1 LS 53,025.00$ 53,025.00$ 35,000.00$ 35,000.00$ 56,000.00$ 56,000.00$ 125,000.00$ 125,000.00$ 92,779.00$ 92,779.00$ 4 SAWCUT GUTTER (FABIAN WAY TO SAN ANTONIO ROAD)1 LS 35,350.00$ 35,350.00$ 25,000.00$ 25,000.00$ 23,000.00$ 23,000.00$ 85,200.00$ 85,200.00$ 49,385.00$ 49,385.00$ 5 CONDUIT INSTALLATION MID-BLOCK CLEMO AND SUTHERLAND 1 LS 15,000.00$ 15,000.00$ 40,000.00$ 40,000.00$ 50,000.00$ 50,000.00$ 33,700.00$ 33,700.00$ 37,560.00$ 37,560.00$ 6 RELOCATE EXISTING FIRE HYDRANT 1 LS 15,300.00$ 15,300.00$ 5,000.00$ 5,000.00$ 1,000.00$ 1,000.00$ 28,700.00$ 28,700.00$ 800.00$ 800.00$ 7 REMOVABLE BOLLARDS 2 EA 1,000.00$ 2,000.00$ 5,000.00$ 10,000.00$ 2,000.00$ 4,000.00$ 2,800.00$ 5,600.00$ 2,600.00$ 5,200.00$ 8 M CABINET AT NE FABIAN/CHARLESTON 1 LS 20,000.00$ 20,000.00$ 60,000.00$ 60,000.00$ 120,000.00$ 120,000.00$ 56,300.00$ 56,300.00$ 64,800.00$ 64,800.00$ 9 OPTICOM SIGNAL PRE-EMPTION SYSTEM 1 LS 40,000.00$ 40,000.00$ 60,000.00$ 60,000.00$ 95,000.00$ 95,000.00$ 61,950.00$ 61,950.00$ 84,720.00$ 84,720.00$ 10 STORM DRAIN REPLACEMENT ON WEST CHARLESTON 1 LS 66,375.00$ 66,375.00$ 53,000.00$ 53,000.00$ 20,000.00$ 20,000.00$ 71,500.00$ 71,500.00$ 50,570.00$ 50,570.00$ PERCENT OVER ENGINEER'S ESTIMATE 7% 25% 7,393,780.20$ 8,466,716.00$ REDGWICK CONSTRUCTION COMPANY GOLDEN BAY CONSTRUCTION, INC. 799,950.00$ 673,281.00$ 21% 39% ENGINEER'S ESTIMATE ADD ALTERNATE TOTAL 500,075.00$ BASE BID TOTAL 6,092,155.60$ 7,625,292.00$ A. TIECHERT & SON, INC. 544,000.00$ 378,000.00$ O'GRADY PAVING, INC. 6,525,253.05$ 180321 cc 0260111 Resolution No. ________ Resolution of the Council of the City of Palo Alto to Adopt a List of Projects for Fiscal Year 2021-2022 Funded by SB 1: The Road Repair and Accountability Act of 2017 R E C I T A L S A. Senate Bill 1 (SB 1), the Road Repair and Accountability Act of 2017 (Chapter 5, Statutes of 2017) was passed by the Legislature and Signed into law by the Governor in April 2017 in order to address the significant multi-modal transportation funding shortfalls statewide; and B. SB 1 includes accountability and transparency provisions that will ensure the residents of the City of Palo Alto (City) are aware of the projects proposed for funding in our community and which projects have been completed each fiscal year; and C. The City must adopt a list of all projects proposed to receive funding from the Road Maintenance and Rehabilitation Account (RMRA), created by SB 1 by resolution, which must include a description and the location of each proposed project, a proposed schedule for the project’s completion, and the estimated useful life of the improvement; and D. The City, will receive an estimated $1,356,343 in RMRA funding in Fiscal Year 2021-2022 from SB 1; and E. This is the fifth year in which the City is receiving SB 1 funding which enables the City to continue essential road maintenance and rehabilitation projects, safety improvements, repairing and replacing aging bridges, and increasing access and mobility options for the traveling public that would not have otherwise been possible without SB 1; and F. The City used a Pavement Management System to develop the SB 1 project list to ensure revenues are being used on the most high-priority and cost-effective projects that also meet the community’s priorities for transportation investment; and G. The funding from SB 1 will help the City maintain and rehabilitate various streets throughout the City this year and many similar projects into the future; and H. The 2018 California Statewide Local Streets and Roads Needs Assessment found that the City’s streets and roads are in “excellent” condition and this revenue will help us maintain the overall quality of our road system and implement complete streets projects over the next decade; and I. The SB 1 project list and overall investment in our local streets and roads infrastructure with a focus on basic maintenance and safety, investing in complete streets infrastructure, and using cutting-edge technology, materials and practices, will have significant positive co-benefits statewide. NOW, THEREFORE, the Council of the City of Palo Alto RESOLVES as follows: SECTION 1. The foregoing recitals are true and correct. Attachment D 180321 cc 0260111 SECTION 2. The City of Palo Alto hereby adopts the following list of projects planned to be funded in-part or solely with fiscal year 2021-2022 with Road Maintenance and Rehabilitation Account revenues: Charleston-Arastradero Corridor Project – Phase 3 includes pavement repair, sidewalk, curb and gutter replacement, upgraded curb ramps, median islands, street paving, traffic signal improvements, and landscaping. The following streets are included in the Charleston- Arastradero Corridor Project – Phase 3: Arastradero Road (Los Palos Avenue to El Camino Real), West Charleston Road (El Camino Real to Alma Street), and East Charleston Road (Middlefield Road to San Antonio Road). The estimated useful life is 30 years. Construction of Phase 3 will start in Summer/Fall 2021 and be completed in Summerpring 2022. SECTION 3. The Council finds that the adoption of this resolution does not meet the definition of a project under Public Resources Code Section 21065, thus no environmental assessment under the California Environmental Quality Act is required. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: __________________________ _____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: __________________________ _____________________________ Assistant City Attorney City Manager _____________________________ Director of Public Works _____________________________ Director of Administrative Services 1 Minor, Beth From:Rice, Danille Sent:Friday, June 18, 2021 2:27 PM To:Council, City; Council Agenda Email Cc:Executive Leadership Team; Boyd, Holly Subject:Council Agenda Consent Questions for June 22: Item 3 Attachments:El Camino Photosim_Final 2.jpg; Louis-and-Montrose-Intersection.jpg Dear Mayor and Council Members: On behalf of City Manager Ed Shikada, please find below the staff responses to inquiries made by Council Member Cormack in regard to the Tuesday, June 22 Special Council Meeting agenda. Item 3: Contract Award/SB1 Resolution for Charleston-Arastradero Corridor – Phase 3 1. What are the specific safety goals of this project and how and when will their achievement be evaluated? Are there 3D renderings or drawings of the proposed improvements? Phase 3 shares similar goals to the completed Phase 1 and Phase 2 of the project. The project aims to enhance safety for pedestrians and cyclists by implementing bulb-outs, high visibility crosswalks, median islands, traffic signal improvements, and wider and/or buffered bike lanes where possible. The project also improves traffic signal coordination and timing for vehicles travelling the corridor. These design elements aid in mitigating vehicle speeds and increasing pedestrian and cyclist visibility. Phase 3 includes key intersections such as El Camino Real, Middlefield Road, Louis Road/Montrose Avenue, and Fabian Way. Achievement of the safety goals will be evaluated shortly after the completion of Phase 3, which completes the corridor. It will be measured in terms of traffic counts, increase in number of pedestrians and cyclists using the corridor, and speed surveys to determine if decreased high vehicle speeds were achieved. These data will be compared to data collected prior to the start of Phases 1 and 2. Attached are two renderings of the El Camino Real and Louis/Montrose intersections created during the project’s design phase. These renderings show a sample of the improvements that will be made in Phase 3, but do not reflect the most recent minor design adjustments that reflect lessons learned during construction of Phases 1 and 2. Additionally, temporary markings will be installed at the start of the project and remain for four weeks to allow corridor users and residents to see the upcoming improvements and provide feedback. Thank you. 2 Danille Rice Executive Assistant to the City Manager (650) 329-2105 | danille.rice@cityofpaloalto.org www.cityofpaloalto.org City of Palo Alto (ID # 12212) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2021 City of Palo Alto Page 1 Summary Title: Contract for Below Market Rate Administration Services & Budget Amendment Title: Approval of Contract Number C21181431 With Palo Alto Housing Corp (PAHC) Housing Services, LLC for a Not -to Exceed Amount of $316,236 to Provide Administration and Consulting Services for the City’s Below Market Rate Housing Program for a Term of Two -years through June 2023 and Approve an FY 2022 Budget Amendment in the Residential Housing Fund From: City Manager Lead Department: Planning and Development Services Recommendation: Staff recommends that the City Council 1) Approve and authorize the City Manager or his designee to execute Contract C21181431 with PAHC Housing Services, LLC for a not-to exceed of $316,136 to provide administration and consulting services for the City’s Below Market Rate Housing Program for a term of two-years through June 2023; and 2) Amend the Fiscal Year 2022 Budget Appropriation in the Residential Housing Fund by: a. Increasing the Planning and Development Services contract services appropriation in the amount of $11,117; and b. Decreasing the Ending Fund Balance in the amount of $11,117. Executive Summary: The City of Palo Alto released a Request for Proposals (RFP) for administration of the City’s Below Market Rate (BMR) housing program in April 2021. A proposal from one qualified bidder, PAHC Housing Services, LLC doing business as Alta Housing (“Alta”) formerly known as Palo Alto Housing Corporation was received. Staff recommends the City Council enter a two-year contract with Alta Housing. Background: City of Palo Alto Page 2 Palo Alto adopted one of the nation's first inclusionary zoning policies. It required that all residential development include ten percent of the units as BMR units. In 1972, the policy required a mix of cost and type of housing in resid ential planned unit developments. In 1973, the City Council expanded the policy to all new residential developments. In 1974, anticipating the sale of BMR units in several developments, the City contracted with Alta to administer the City's BMR Program, which includes managing the re-sale of BMR ownership units and occupancy of BMR rental units. Since the inception of the program in 1974, the BMR administration has been funded by the Residential Housing Fund. Under contract with the City, services provided by Alta include: • Administering the sale and re-sale of new and existing BMR owner units; • Maintaining the home purchase waiting list; • Monitoring occupancy of BMR rental units; • Addressing special issues related to the program. Most of Alta’s workload is involved with the home ownership component of the BMR program. While Alta performs most tasks required for the ongoing administration of the home ownership and rental components of the BMR program, planning staff also devotes time to the BMR program. Staff primarily perform duties related to BMR negotiations and agreements and program improvements. Discussion: The term of the City’s current agreement with Alta is coming to an end on June 30, 2021. As a result, the City released an RFP for BMR Administration on April 5, 2021. The RFP released in April 2021 is for the next two years, starting on July 1, 2021 and ending in June 30, 2023. The City received one response, from Alta for $316,136 for a two-year contract. With the selection of Alta, administration of the program will continue uninterrupted. Alta has administered the City’s BMR program since the 1970s and has maintained and annually updated a waiting list of interested potential buyers of BMR units. There are currently 246 below market rate ownership units and 458 below market rate rental units in the program. Alta coordinates the sale of both newly built BMR units and the resale of existing units. Sales activities include: establishing the resale price; marketing units to the waiting list; scheduling open houses; qualifying and selecting the buyers; coordinating the transaction between the buyer, seller, lender and escrow; and explaining the requirements of the BMR deed restrictions. Alta has maintained a database of all units and kept statistics on the number and characteristics of the households served by the program. City of Palo Alto Page 3 The owner BMR units require periodic monitoring of occupancy and title, which Alta handles in cooperation with planning staff and the City Attorney’s Office. Monitoring acti vities include reviewing online assessor’s records to detect transfers in title or ownership and an annual self - certification letter to owners. These letters verify owner occupancy, remind the owners of program rules, and provide updates on procedural chan ges. When a violation of a deed restriction is discovered, Alta undertakes initial attempts to remedy the situation. More complex enforcement matters are referred to Planning and Development Services (PDS) staff or to the City Attorney (if legal action is required). The City receives quarterly reports showing ownership transaction and rental activity for income restricted units and yearly income certification reports. Information workshops for prospective buyers on the waiting list are conducted bi-annually by Alta together with housing counseling staff from Project Sentinel. These workshops focus on preparation for homeownership, understanding credit and mortgage financing and the rules of the BMR program. The workshops have been well received, with about 100 persons attending each year. Alta collects and reviews applicants’ certification documentation to determine eligibility under the program rules. They also conduct recertification of existing tenants and monitor each housing complex’s waiting list and tenant selection process. Policy Implications: The recommendation in this staff report does not represent any change to City policies. Implementation of this Agreement is consistent with the City’s Housing Element and various housing policies that support the provision of affordable housing and a variety of housing opportunities. Resource Impact: The administration of the BMR program has historically been funded from the Residential Housing Fund, which is a special revenue fund created to support all typ es of affordable housing programs. Based on the historical annual cost, $145,000 has been included as part of the Fiscal Year 2022 Budget, slated to be adopted by City Council on June 21, 2021. The first year of the contract is $156,117, and due to timing, slight adjustments to the budget are recommended as part of this report to align the budget with contract levels. This funding is recommended to be funded from the Housing Funds consistent with prior years. The second- year contract cost proposes a slight increase to $160,019 and is subject to the annual appropriation of funds. For reference, the prior contract for BMR administrator was $145,000 annually for FY 2020 and FY 2021 periods. The proposed contract represents a 7.6 % increase for the first year. City of Palo Alto Page 4 Staff will include funding for the second year of the contract in the FY 2023 budget. Assuming the budget proposal is adopted by the Council, no additional funding is needed to support this contract. Environmental Review: The approval of an agreement for administrative and consulting services is not an action subject to environmental review under the California Environmental Quality Act. Attachments: Attachment A: Palo Alto Housing Corp (PAHC) Housing Services, LLC. C21181431 (PDF) City of Palo Alto Professional Services Contract No. C21181431 Rev. Dec.15, 2020 Page 1 of 21 CITY OF PALO ALTO CONTRACT NO. C21181431 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF PALO ALTO AND PAHC HOUSING SERVICES, LLC. This Agreement for Professional Services (this “Agreement”) is entered into as of the June 14th day of June, 2021 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and PAHC HOUSING SERVICES, LLC, a Limited Liability Company, located at 2595 E. Bayshore Road, Suite 200, Palo Alto, CA 94303 (“CONSULTANT”). The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference: RECITALS A. CITY intends to update the Below Market Rate (BMR) Housing Program (the “Project”) and desires to engage a consultant to provide professional services to assist staff with updating the BMR Housing Program in compliance with CITY policy, guidelines, applicable deed restrictions, and BMR Program Procedures Manual in connection with the Project (the “Services”, as detailed more fully in Exhibit A). B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY, in reliance on these representations, desires to engage CONSULTANT to provide the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows: SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through June 30, 2023 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery DocuSign Envelope ID: 4DB8B80F-922E-4119-A85D-A2D3A211DC95 City of Palo Alto Professional Services Contract No. C21181431 Rev. Dec.15, 2020 Page 2 of 21 of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Three Hundred Sixteen Thousand One Hundred Thirty Six Dollars ($316,136.00). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit quarterly invoices to the CITY describing the Services performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it, its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement, as amended from time to time. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of DocuSign Envelope ID: 4DB8B80F-922E-4119-A85D-A2D3A211DC95 City of Palo Alto Professional Services Contract No. C21181431 Rev. Dec.15, 2020 Page 3 of 21 design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more, CONSULTANT shall make recommendations to CITY for aligning the Project design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the Services requested by CITY under this Agreement. CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT will be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities related to CONSULTANT’s performance of the Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT’s provision of the Services only, and not as to the means by which such a result is obtained. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written approval of the City Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties. SECTION 12. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the Services to be performed under this Agreement without the prior written authorization of the City Manager or designee. In the event CONSULTANT does subcontract any portion of the work to be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and omissions of subcontractors. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Georgina Mascarenhas as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day-to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property. DocuSign Envelope ID: 4DB8B80F-922E-4119-A85D-A2D3A211DC95 City of Palo Alto Professional Services Contract No. C21181431 Rev. Dec.15, 2020 Page 4 of 21 CITY’s Project Manager is Tim Wong, Planning and Development Services Department, 250 Hamilton Avenue, Palo Alto, CA, 94301, Telephone: (650) 329-2493. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. All work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services. SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its officers, employees, agents or contractors under this Agreement. 16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. DocuSign Envelope ID: 4DB8B80F-922E-4119-A85D-A2D3A211DC95 City of Palo Alto Professional Services Contract No. C21181431 Rev. Dec.15, 2020 Page 5 of 21 SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 29.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of DocuSign Envelope ID: 4DB8B80F-922E-4119-A85D-A2D3A211DC95 City of Palo Alto Professional Services Contract No. C21181431 Rev. Dec.15, 2020 Page 6 of 21 termination. Upon receipt of any notice of suspension or termination, CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination. 19.2. In event of suspension or termination, CONSULTANT will deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such work product is the property of CITY, as detailed in Section 14 (Ownership of Materials). 19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s Services provided in material conformity with this Agreement as such determination is made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30. 19.4. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers). SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the Project Manager at the address of CONSULTANT recited on the first page of this Agreement. CONSULTANT shall provide written notice to CITY of any change of address. SECTION 21. CONFLICT OF INTEREST. 21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this DocuSign Envelope ID: 4DB8B80F-922E-4119-A85D-A2D3A211DC95 City of Palo Alto Professional Services Contract No. C21181431 Rev. Dec.15, 2020 Page 7 of 21 Agreement, it will not employ subcontractors or other persons or parties having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California, as amended from time to time. CONSULTANT agrees to notify CITY if any conflict arises. 21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time. SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA. 22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. 22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and, third, recycling or composting waste. In particular, CONSULTANT shall comply with the following Zero Waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in DocuSign Envelope ID: 4DB8B80F-922E-4119-A85D-A2D3A211DC95 City of Palo Alto Professional Services Contract No. C21181431 Rev. Dec.15, 2020 Page 8 of 21 accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060. SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS. This Project is not subject to prevailing wages and related requirements. CONSULTANT is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract: (1) is not a public works contract; (2) is for a public works construction project of $25,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or (3) is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j). SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 27, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects, certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”. This Project is not a 9204 Public Works Project. DocuSign Envelope ID: 4DB8B80F-922E-4119-A85D-A2D3A211DC95 City of Palo Alto Professional Services Contract No. C21181431 Rev. Dec.15, 2020 Page 9 of 21 SECTION 28. CONFIDENTIAL INFORMATION. 28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose. CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement. 28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code Section 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY. 28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order. 28.4. CONSULTANT will notify City promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time. 28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT. 28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions. DocuSign Envelope ID: 4DB8B80F-922E-4119-A85D-A2D3A211DC95 City of Palo Alto Professional Services Contract No. C21181431 Rev. Dec.15, 2020 Page 10 of 21 SECTION 29. MISCELLANEOUS PROVISIONS. 29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions. 29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings, either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time. 29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect. 29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control. 29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement. 29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement. 29.9. This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding agreement. SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein: EXHIBIT A: SCOPE OF SERVICES EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER DocuSign Envelope ID: 4DB8B80F-922E-4119-A85D-A2D3A211DC95 City of Palo Alto Professional Services Contract No. C21181431 Rev. Dec.15, 2020 Page 11 of 21 EXHIBIT B: SCHEDULE OF PERFORMANCE EXHIBIT C: COMPENSATION EXHIBIT C-1: SCHEDULE OF RATES EXHIBIT D: INSURANCE REQUIREMENTS THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED. DocuSign Envelope ID: 4DB8B80F-922E-4119-A85D-A2D3A211DC95 City of Palo Alto Professional Services Contract No. C21181431 Rev. Dec.15, 2020 Page 12 of 21 CONTRACT No. C21180817 SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written. CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee CONSULTANT PAHC HOUSING SERVICES, LLC Officer 1 By: Name: Title: Officer 2 (Required for Corp. or LLC) By: Name: Title: DocuSign Envelope ID: 4DB8B80F-922E-4119-A85D-A2D3A211DC95 Randal Tsuda President & CEO COO Sheryl Klein City of Palo Alto Professional Services Contract No. C21181431 Rev. Dec.15, 2020 Page 13 of 21 EXHIBIT A SCOPE OF SERVICES CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”. CONSULTANT shall provide professional services for the CITY’S Below Market Rate (BMR) housing program in compliance with CITY policy, guidelines, applicable deed restrictions, BMR Program Procedures Manual and in a manner which increases affordable housing opportunities for low- and moderate-income households. The CONSULTANT shall manage program outreach, ownership, rental and the Stanford West BMR unit programs within the policy framework set forth by the CITY and act with independent judgement to ensure deliverables are met in accordance with the terms of this exhibit. TASK 1 - PROGRAM OUTREACH: 1. CONSULTANT shall handle all questions and comments through CONSULTANT’S office. CONSULTANT’S BMR assistant and Program Administrator are to be available to take phone calls, e-mails, and walk-ins Monday through Friday from 8:00 a.m. to 5:00 p.m. 2. CONSULTANT shall do program marketing and outreach via CONSULTANT’S search- engine optimized program information on CONSULTANT’S website, posting flyers at local community centers, libraries, and affordable housing communities as well as to other local affordable housing providers to spread the word about the programs offered by the CONSULTANT. TASK 2 - OWNERSHIP PROGRAM: 1. Maintain all applicant information and perform an annual update to ensure applicants are still interested and/or qualified for the BMR program and to assist in managing the size of the waiting list. 2. Provide a list of primary lender contacts, serve as an intermediary between the buyer and lender to make sure the buyer understands all costs and details associated with the loan and if needed, point the buyer towards other subordinate loans to assist with the purchase. CONSULTANT shall also actively look to add new lenders to the BMR lender list. 3. Use the most current version of the California Association of Realtors (CAR) purchase forms for use of each BMR sale. CONSULTANT shall coordinate the review, explanation, and signing of the Purchase Agreement. CONSULTANT shall coordinate with the escrow company to send over all signed documents and escrow instructions. CONSULTANT shall assist in holding open houses and ordering necessary inspections. CONSULTANT shall stay in contact with escrow officer throughout the escrow period to ensure the sale closes on time. Copies of all closing documents to be sent to the CONSULTANT’S office after closing and filed in the respective BMR owners file. 4. Committing to promoting longevity of the BMR housing inventory shall make every effort to ensure BMR owners’ compliance by maintaining consistent contact with relevant HOA’s and to investigate every complaint and/or concern received regarding a BMR owner potentially being in violation of the Deed Restrictions, e.g. renting out a portion of or their entire home. DocuSign Envelope ID: 4DB8B80F-922E-4119-A85D-A2D3A211DC95 City of Palo Alto Professional Services Contract No. C21181431 Rev. Dec.15, 2020 Page 14 of 21 5. Troubleshoot homeownership problems that arise with BMR owners that may endanger the BMR Purchase stock. CONSULTANT shall have an open door policy to encourage BMR owners and renters to seek assistance on any situation which may jeopardize their home. CONSULTANT shall reach out to Alta Housing Resident Services Department for referrals and/or resources to assist owners with various services. 6. Work with a local HUD approved housing agency to provide a bi-annual workshop in Palo Alto, covering topics ranging from program eligibility requirements to loan financing. The workshop is offered at no charge to attendees. A prospective buyer must have attended a workshop to be eligible to purchase a BMR home. CONSULTANT shall be present at every seminar to meet applicants and to answer program questions. 7. Mail a letter out annually to each BMR owner requiring copies of documentation verifying primary owner-occupancy. Documentation includes utility bills, pay stubs, tax returns and property tax bills. 8. Work closely with the CITY to formalize a screening and eligibility process whereby BMR owners facing financial hardship due to unforeseen special assessments could get assistance from the CITY. CONSULTANT shall interview the BMR owner, obtain all relevant income vs. expense documents to prove hardship and either refers the BMR owner to the CITY for approval or denial of the request based on written criteria. 9. Work closely with CITY to assist with creation of and assessment of new BMR Agreements for upcoming housing developments. CONSULTANT shall be involved prior to Regulatory/Development Agreements are signed, CONSULTANT shall review and provide feedback on the language to ensure the Agreements are understandable from the perspective of implementation. 10. Assist the CITY in the growth of the BMR Purchase program by acquisition and rehabilitation of BMR units and properties. 11. Coordinate with CITY staff in the implementation of any BMR Ordinance revisions. 12. Provide advice, consultation and assistance to CITY staff in negotiations of BMR agreements for new housing developments. 13. Coordinate the process of evaluation, negotiation and financing related to the acquisition and rehabilitation, if necessary, of off-site units or properties contributed under the BMR program. 14. Maintain records and statistics as required by CITY, specifically; a. Annual statistics about the BMR ownership and rental units and the households served; and b. A permanent database and record of all ownership units placed in the program and statistics about current BMR owners and all households served over the life of the program, including maintenance of files on each BMR owner unit and retention of copies of the actual recorded deed restrictions for the ownership units; and c. Contact information for current BMR owners with mailing labels and, when available, telephone numbers and e-mail addresses. TASK 3 - RENTAL PROGRAM: 1. Work closely with applicants who are next in line for BMR rental units, not including Stanford West Apartments, to answer questions about the property and help gather all necessary documentation for income verification. Applications are approved once all verifications and background checks have been received, income and asset calculations DocuSign Envelope ID: 4DB8B80F-922E-4119-A85D-A2D3A211DC95 City of Palo Alto Professional Services Contract No. C21181431 Rev. Dec.15, 2020 Page 15 of 21 are complete and a determination is made regarding a household’s eligibility. Applicants who do not meet the eligibility criteria are sent denial letters with an option to appeal within 14 days. 2. Send out notices to all BMR tenants approximately 90 days in advance of the effective date, schedules re-certification interviews, obtains relevant income and asset documents, completes income calculations and determines continued eligibility by the process described above. Tenants who are deemed over income are notified that they have 90 days to either move out of the unit or start paying market rate rent. CONSULTANT shall notify site managers of the results of the tenant recertification immediately following the completion of the calculations. 3. Review and approve all new BMR rental move-in files prior to occupation of a BMR unit. Monitor all BMR rental units quarterly to ensure that all BMR rental obligations are being met at each property and that the rents do not exceed the maximum allowable for each respective unit. 4. Maintain contact with site staff and provide on-going training with property managers at BMR properties to ensure compliance with the CITYs BMR program. 5. AH staff calculates annual rent increases based on CPI and provides Developers & BMR site staff with updated move in income limits and rents based on published HCD Income limits. TASK 4 – STANFORD WEST BMR UNITS 1. Continue to provide on-going training to site managers and staff to ensure compliance with the CITYs BMR program. 2. Receive quarterly reports from site managers and reviews best practices at the site level as it relates to waitlist management and tenant selection to ensure compliance with the BMR program. 3. Conduct an annual sample file audit of tenant selections, eligibility and income certifications for ten percent 10% of the BMR households to assure compliance with the BMR program. DocuSign Envelope ID: 4DB8B80F-922E-4119-A85D-A2D3A211DC95 City of Palo Alto Professional Services Contract No. C21181431 Rev. Dec.15, 2020 Page 16 of 21 EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER CONSULTANT shall perform the Services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this Task Order by this reference. CONSULTANT shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below. CONTRACT NO. OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE) 1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE): 1B. TASK ORDER NO.: 2. CONSULTANT NAME: 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________ 5. BUDGET CODE_______________ COST CENTER________________ COST ELEMENT______________ WBS/CIP__________ PHASE__________ 6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________________ 7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A) MUST INCLUDE:  SERVICES AND DELIVERABLES TO BE PROVIDED  SCHEDULE OF PERFORMANCE  MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable)  REIMBURSABLE EXPENSES, if any (with “not to exceed” amount) 8. ATTACHMENTS: A: Task Order Scope of Services B (if any): _____________________________ I hereby authorize the performance of the work described in this Task Order. APPROVED: CITY OF PALO ALTO BY:____________________________________ Name __________________________________ Title___________________________________ Date ___________________________________ I hereby acknowledge receipt and acceptance of this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: COMPANY NAME: ______________________ BY:____________________________________ Name __________________________________ Title___________________________________ Date ___________________________________ DocuSign Envelope ID: 4DB8B80F-922E-4119-A85D-A2D3A211DC95 City of Palo Alto Professional Services Contract No. C21181431 Rev. Dec.15, 2020 Page 17 of 21 EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (“NTP”) from the CITY. TASKS Completion Number of Days/Weeks (as specified below) from NTP Task 1: Program Outreach As needed Task 2: Ownership Program As needed Task 3: Rental Program As needed Task 4: Stanford West BMR Units As needed DocuSign Envelope ID: 4DB8B80F-922E-4119-A85D-A2D3A211DC95 City of Palo Alto Professional Services Contract No. C21181431 Rev. Dec.15, 2020 Page 18 of 21 EXHIBIT C COMPENSATION CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the rate schedule attached as Exhibit C-1 up to the not to exceed budget amount for each task set forth below. CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below, provided that the total compensation for the Services, including any specified reimbursable expenses, and the total compensation for Additional Services (if any, per Section 4 of the Agreement) do not exceed the amounts set forth in Section 4 of this Agreement. CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. BUDGET SCHEDULE TASK NOT TO EXCEED ANNUAL AMOUNT Task 1: Program Outreach $42,525.00 Task 2: Ownership Program $65,990.00 Task 3: Rental Program $149,787.00 Task 4: Stanford West BMR Units $57,834 Sub-total for Services $316,136.00 Reimbursable Expenses (if any) $0.00 Total for Services and Reimbursable Expenses $316,136.00 Additional Services (if any, per Section 4) $0.00 Maximum Total Compensation $316,136.00 REIMBURSABLE EXPENSES CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in-house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder. Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are: NONE up to the not-to-exceed amount of: $0.00. DocuSign Envelope ID: 4DB8B80F-922E-4119-A85D-A2D3A211DC95 City of Palo Alto Professional Services Contract No. C21181431 Rev. Dec.15, 2020 Page 19 of 21 EXHIBIT C-1 SCHEDULE OF RATES CONSULTANT’s schedule of rates is as follows: Position/Title Hourly Rate President & CEO $280.00 Chief Financial Officer $150.00 Program Director $150.00 BMR Administrator/Manager $120.00 Accounts Payable/Staff Accountant $90.00 Program Assistant $85.00 DocuSign Envelope ID: 4DB8B80F-922E-4119-A85D-A2D3A211DC95 City of Palo Alto Professional Services Contract No. C21181431 Rev. Dec.15, 2020 Page 20 of 21 EXHIBIT D INSURANCE REQUIREMENTS CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN. REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONSULTANT AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY. II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL INSUREDS: A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. DocuSign Envelope ID: 4DB8B80F-922E-4119-A85D-A2D3A211DC95 City of Palo Alto Professional Services Contract No. C21181431 Rev. Dec.15, 2020 Page 21 of 21 B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP DocuSign Envelope ID: 4DB8B80F-922E-4119-A85D-A2D3A211DC95 City of Palo Alto (ID # 12368) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2021 City of Palo Alto Page 1 Summary Title: Newell Road Bridge Design Contract Amendment No.4 Title: Approval of: 1) Contract Amendment Number Four to Contract Number C12142825 with NV5, Inc in an Amount Not to Exceed $527,146 to Incorporate the Approved California Department of Trans portation (Caltrans) Additional Budget Request for the Newell Road/San Francisquito Creek Bridge Replacement Project, Capital Improvement Program (CIP) Project PE - 12011, and to Extend the Contract through December 31, 2024; 2) a Cooperation Agreement with the City of East Palo Alto; and 3) A Budget Amendment in the Capital Improvement Fund From: City Manager Lead Department: Public Works Recommendation Staff recommends that the City Council: 1. Approve and authorize the City Manager or their designee to execute Amendment No. 4 to Contract No. C12142825 with NV5, Inc. (Attachment A) in a not -to-exceed amount of $527,146 for design, permitting, and construction support on the Newell Road/San Francisquito Creek Bridge Replacement Project (PE-12011), including $504,661 for basic services and $22,485 for additional services and to extend the Contract through December 31, 2024. This amendment results in a total not-to-exceed contract amount of $1,881,323; 2. Approve and authorize the City Manager to their designee to execute the Cooperation Agreement with East Palo Alto (Attachment B); and 3. Amend the Fiscal Year 2022 Budget Appropriation for the Capital Improvement Fund by (2/3 approval needed): a. Increasing the revenue from the State of California by $608,330; and b. Increasing the expenditure appropriation for the Newell Road/San Francisquito Bridge Replacement Project (PE-12011) by $608,330. CITY OF PALO ALTO City of Palo Alto Page 2 Background The abutments of the existing Newell Road Bridge over San Francisquito Creek are located within the creek bed, causing a flow constriction in the channel that prevents it from accommodating the estimated 1% (100-year) flow event. Newell Road Bridge is one of the bridges under study by the San Francisquito Creek Joint Powers Authority (JPA) that needs to be removed or replaced in order to provide 1% flood conveyance capacity in the creek and increased flood protection to area residents and businesses. Furthermore, the bridge was constructed in 1911 and is considered functionally obsolete. The traffic lanes are substandard, the sight distances from the bridge are poor, and the bridge has no provision for bicycle or pedestrian traffic. On July 11, 2011, Council approved a budget appropriation for a new Capital Improvement Program project to replace the Newell Road Bridge and authorized staff to accept Caltrans Highway Bridge Program grant funds to pay for the majority of project costs (Staff Report ID #1810). On April 9, 2012, Council approved Contract C12142825 with Nolte Associates, Inc. in the amount of $519,177 for the design and environmental assessment of the replacement b ridge (Nolte Associates, Inc. has since changed its corporate name to NV5, Inc.). Council also approved a cost share agreement with Valley Water providing for contribution of local matching funds to supplement the Caltrans grant funding (Staff Report ID #2501). On June 3, 2013, Council approved Contract Amendment No. 1 to Contract C12142825 in a not- to-exceed amount of $167,000 to conduct an alternatives analysis and associated traffic study to evaluate and select feasible project alternatives for inclusion in the full environmental impact report (EIR) review process (Staff Report ID #3599). On April 13, 2015 Council approved Contract Amendment No. 2 to Contract C12142825 in a not-to-exceed amount of $668,000 for completion of an EIR. NV5, Inc.’s total not-to-exceed contract amount with the two amendments is $1,354,177. Changes to the scope and fee of NV5, Inc.’s contract were discussed with and approved by Caltrans and Valley Water, whose contributions are $1,040,058 and $314,119, respectively, based on Amendment No. 2 to the contract (Staff Report ID #5549). On June 1, 2020 Council approved the Final EIR, making the required finding s, and adopting a statement of overriding consideration and a Mitigation Monitoring and Reporting Plan, all in accordance with California Environmental Quality Act (CEQA). Council also approved Amendment No. 3 to Contract C12142825 to update the Schedule of Performance and extend the contract time to December 31, 2021 to complete the design phase of the Project (Staff Report ID #11184). City of Palo Alto Page 3 Discussion NV5, Inc. Contract Amendment On August 14, 2019, staff submitted a 6-D application to Caltrans for the Newell Road Bridge Replacement Project requesting additional funds for Preliminary Design Engineering in the amount of $574,146 and updating the estimated construction cost to $7,682,000. The additional funds requested were due to several factors including preparation of additional exhibits, coordination with other agencies during the environmental review process, adjusting the consultant’s schedule of rates from the original contract to a current schedule of rates, and increasing the consultant’s construction support scope and associated budget. Following multiple iterations of comments and review s by Caltrans Local Assistance and Headquarters, the application request was approved on August 5, 2020. In addition, Caltrans had previously approved an amount of $113,000 for Right-of-Way acquisition. Once the 6-D approval was obtained, staff submitted the 3-A application to Caltrans, requesting that the approved funds for Preliminary Engineering and Right-of-Way Acquisition be programmed for Fiscal Year 2022. On December 18, 2020 Caltrans agreed to program the funds requested for Fiscal Year 2022. Out of the total $574,146 approved by Caltrans, $47,000 is appropriated for City expenses such as past and future permit fees. The remaining $527,146 will be added to the contract through Amendment No. 4 for NV5, Inc. to complete the project. Highway Bridge Program grants typically reimburse the grantee 88.53% of elig ible project expenses. Of the total $687,146 in project costs approved by Caltrans, $608,330 will be reimbursed by Caltrans and recognized and appropriated in this memorandum. Through an existing Cost Share Agreement, Valley Water has provided the 11.47% local match for prior costs associated with this project. Valley Water has agreed to continue to provide the local match for the additional funds necessary to complete design, and staff is currently working with Valley Water staff to finalize Cost Share Agreement Amendment No. 3. Once completed, Amendment No. 3 will be brought to Council for approval along with the recognition and appropriation of the remaining $78,816 in reimbursement revenue. In addition, Valley Water’s local match contribution for consultant fees associated with Bidding and Construction Support will be part of a future funding agreement. These expenses may also be addressed through the future construction cost funding agreement for the San Francisquito Creek Flood Reduction, Ecosystem Restoration and Recreation Project Upstream of Highway 101. As a result of the City’s funding partnership with Caltrans and Valley Water, the cost of the proposed contract amendment with NV5, Inc. will be fully reimbursed. Staff coordinated with the member agencies to review and develop the updated scope and cost associated with the contract amendment. The tasks and schedule outlined in the contract amendment comprise the remaining steps in the project development process for the Newell Road Bridge Replacement Project. This contract is on the City’s professional services template, which permits the City to terminate without cause/for convenience by providing written notice to the contractor. In the event the City finds that due to the challenging budget situa tion City resources need to be refocused elsewhere, the City can terminate for convenience. Other City of Palo Alto Page 4 options include termination due to non-appropriation of funds or amending the contract to reduce the cost, for example, by reducing the scope of work. The contract may also be temporarily suspended by written notice of the City Manager. Cooperation Agreement with the City of East Palo Alto As described at the June 1, 2020 City Council meeting, the Newell Road Bridge Replacement Project includes improvements within Woodland Avenue and Newell Road in the City of East Palo Alto. These improvements include replacing existing concrete curbs, sidewalk, and pavement near the bridge approach, and are required to conform with the new bridge deck elevation. Since this work is located outside of Palo Alto’s jurisdiction, staff partnered with the City of East Palo Alto to develop a Cooperation Agreement that describes how the two cities will work together to assure an efficient an d successful project. The agreement was reviewed and approved by the City of East Palo Alto City Council and signed by the City of East Palo Alto’s Director of Public Works and City Manager on October 29, 2020. It was then inadvertently executed by Palo Alto staff without City Council approval. Staff recommends that Council ratify the Cooperation Agreement. Timeline Council adopted the CEQA document and approval of Architectural Review application on June 1, 2020. Caltrans as the lead federal agency for the project approved the Environmental Assessment under National Environmental Policy Act (NEPA) and provided a Finding of No Significant Impact on May 21, 2020. The City’s consultant, NV5 , Inc., will further the design and prepare documents including the following: Type Selection Report, Construction Plans, Preliminary Engineering Specifications, and Cost Estimate (PS&E) for the project. • The PS&E will be completed by September 2022. • The City will obtain all the required permits and approvals from regulatory state and federal resource agencies such as: a 404 permit from United States Army Corps of Engineers, a 401 permit from the Regional Water Quality Control Board, and a Streambank Alteration Agreement from California Department of Fish and Wildlife by September 2022. • The City will secure and obtain all the necessary temporary and permanent easements by October 2022. • Construction bids will be solicited in November 2022. • The construction of the Newell Road Bridge Replacement project, which will require the closure of the Newell Road bridge for the duration of construction, is planned to commence in March 2023. The work within the creek banks can commence in June and will need to be completed by October 15, 2023, in accordance with standard regulatory restrictions. Restoration and improvements of Newell Road and Woodland Avenue along East Palo Alto and Newell Road along Palo Alto will be completed by Summer 2024. City of Palo Alto Page 5 This timing is consistent with the planned execution of the San Francisquito Creek Joint Powers Authority (SFCJPA) San Francisquito Creek Flood Reduction, Ecosystem Restoration and Recreation Project Upstream of Highway 101. The District/SFCJPA project may perform the creek widening scope of work associated with the upstream project concurrently with Newell Road Bridge Replacement project. The Pope-Chaucer Street bridge will be replaced once the construction of the Newell Road Bridge Replacement project is complete. Current plans are to keep Pope-Chaucer Street open during the Newell Road Bridge work, avoiding the two bridges being closed to traffic simultaneously. Resource Impact Funding for this contract is available in the Fiscal Year 2021 Capital Improvement Program Newell Road/San Francisquito Creek Replacement Project (PE-12011). The Caltrans Highway Bridge Program grant will provide reimbursement for 88.53% of the cost of the project. Staff is working with Valley Water to amend the existing agreement for reimbursement to include the local match for the additional project costs approved by Caltrans. The Fiscal Year 2022 expenditure appropriation for capital project PE-12011 as well as the State of California revenue estimate are recommended to be adjusted to recognize the additional funding of $608,330 from Caltrans described in the discussion section of this report. Staff expects to complete the amended agreement with Valley Water in summer 2021 and will return to Council for approval of the agreement and a budget amendment to recognize the local match funding in the amount of $78,816 following Council’s summer break. Policy Implications The contract amendment with NV5, Inc. and Cooperation Agreement with City of East Palo alto are consistent with Creeks and Riparian Areas Goal N-3 and Comprehensive Plan Policy N-3.8. The project is working cooperatively with San Francisquito Creek Joint Power Authority (SFC JPA) to implement flood protection measures by replacing the bridge that has been determined as obsolete by California Department of Transportation . The bridge project also takes measures to preserve and protect natural habitat of San Francisquito Creek. Stakeholder Engagement Since its inception, the Newell Road Bridge Replacement Project has hosted over a dozen community meetings to help identify alternatives, determine the alternative screening analysis, meet CEQA and NEPA requirements, and provide an opportunity for members of the community to listen and ask questions associated with the project. Several of these presentations occurred in front of Boards and Commissions including Palo Alto’s Planning and Transportation Commission, Architectural Review Board, and City Council; East Palo Alto’s Public Works and Transportation Commission; and San Francisquito Creek Joint Power’s Authority Board. Videos and copies of these meetings are available on the project page Additional project related information will be added to the page as needed and as the project advances. City of Palo Alto Page 6 Environmental Review The Final EIR was completed and certified by Council on June 1, 2021 (Staff Report ID #11184). Attachments: • ATTACHMENT A: Contract with NV5, Inc._C12142825 Amendment #4 • ATTACHMENT B: CPA/EPA Cooperation Agreement AMENDMENT NO. 4 TO CONTRACT NO. C12142825 BETWEEN THE CITY OF PALO ALTO AND NV5, INC. This Amendment No. 4 (this “Amendment”) to Contract No. C12142825 (the “Contract,” as defined below) is entered into as of June 21, 2021, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and NV5, INC., a California corporation, located at 2025 Gateway Place, Suite 156, San Jose, CA 95110 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. R E C I T A L S: WHEREAS, the Contract (as defined below) was entered into between the Parties for the provision of professional engineering design and environmental assessment services (the “Services” as defined therein) in connection with the Newell Road/San Francisquito Creek Bridge Replacement Project (“Project”), as detailed therein; and WHEREAS, the Parties entered into Amendment No. 1 and Amendment No. 2, each amending the Scope of Services, Schedule of Performance and Compensation, as detailed therein, and Amendment No. 3, amending the Schedule of Performance as detailed therein; and WHEREAS, the Parties now wish to amend the Contract in order to (1) increase and amend the Scope of Services to include the tasks detailed in Exhibit “A-3” (Scope of Services, Amendment No. 4) which identifies Services already provided from Exhibits “A” through “A-2” (“Tasks Completed” as identified in Exhibit “A-3”), and details the Services remaining to be provided during the remainder of the term of the Contract; (2) increase the compensation by Five Hundred Twenty-Seven Thousand and One Hundred Forty Six Dollars ($527,146), from One Million Three Hundred Fifty-Four Thousand One Hundred Seventy-Seven Dollars ($1,354,177) to a new total not-to-exceed amount of One Million Eight Hundred Eighty-One Thousand Three Hundred Twenty-Three Dollars ($1,881,323); and (3) extend the Contract term through December 31, 2024, as detailed herein; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a.Contract. The term “Contract” shall mean Contract NO. C12142825 between CONSULTANT and CITY, dated March 5, 2012, as amended by: Amendment No. 1, dated June 4, 2013, Amendment No. 2, dated March 10, 2015, and Amendment No. 3, dated June 1, 2020. DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 Attachment A b.Other Terms. Capitalized terms used and not defined in this Amendment shall have the meaning assigned to such terms in the Contract. SECTION 2. Section 1, entitled “SCOPE OF SERVICES”, of the Contract is hereby amended to read as follows: “CONSULTANT shall perform the Services described in the attached Exhibit “A” (Scope of Services), Exhibit “A-1” (Scope of Services, Amendment No. 1), Exhibit “A-2” (Scope of Services, Amendment No. 2), and Exhibit “A-3” (Scope of Services, Amendment No. 4), in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY.” SECTION 3. Section 2, entitled “TERM”, of the Contract is hereby amended to read as follows: “The term of this Agreement shall be from the date of its full execution through December 31, 2024, unless terminated earlier pursuant to Section 19 of this Agreement.” SECTION 4. Section 4, entitled “NOT TO EXCEED COMPENSATION,” of the Contract is hereby amended to read as follows: “The compensation to be paid to CONSULTANT for performance of the Services described in Section 1 (Scope of Services) herein, including any reimbursable expenses specified in Exhibit “C” (Compensation), Exhibit “C-2” (Compensation, Amendment No. 1), Exhibit “C-3” (Compensation, Amendment No. 2), or Exhibit “C-4” (Compensation, Amendment No. 4), as applicable, shall not exceed One Million Seven Hundred Thirty-Six Thousand Two Hundred Ninety-Seven Dollars ($1,736,297). In the event Additional Services are authorized, the total compensation for the performance of the Services (also referred to herein as the “Basic Services”), Additional Services and any specified reimbursable expenses, shall not exceed One Million Eight Hundred Eighty-One Thousand Three Hundred Twenty-Three Dollars ($1,881,323), as detailed in Exhibit(s) “C”, “C-2” “C-3”, and/or “C-4”, as applicable. The applicable rates and schedules of payment (budget schedules) are set out in Exhibit(s) “C”, “C-1”, “C-2”, “C-3”, and/or “C-4”, which are hereby attached to and made a part of this Agreement. Additional Services for this Contract Amendment, if any, shall be authorized in accordance with and subject to the provisions of Exhibit(s) “C”, “C-2”, “C-3” and/or “C-4”, as applicable. Consultant shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. “Additional Services” shall mean any work that is not determined by CITY to be necessary for DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 the proper completion of the Project, but which is not included within the Scope of Services described in Exhibit “A”, Exhibit “A-1”, Exhibit “A-2” or Exhibit “A-3.” SECTION 5. The following exhibits to the Contract are hereby added or amended, as indicated below, to read as set forth in the attachment to this Amendment, which are hereby incorporated in full into this Amendment and into the Contract by this reference: a.Exhibit “A-3” entitled “SCOPE OF SERVICES, AMENDMENT NO. 4” (ADDED) b.Exhibit “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 4” (AMENDED, REPLACES PREVIOUS) c.Exhibit “C-4” entitled “COMPENSATION, AMENDMENT NO. 4” (ADDED) SECTION 6. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 7. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: _____________________________ Assistant City Attorney NV5, INC. ______________________________ Todd George, PE Chief Operating Office – INF West ______________________________ Kathy Stevenson Regional Controller Attachments: EXHIBIT "A-3": SCOPE OF SERVICES, AMENDMENT NO. 4 (ADDED) EXHIBIT "B": SCHEDULE OF PERFORMANCE, AMENDMENT NO. 4 (AMENDED, REPLACES PREVIOUS) EXHIBIT “C-4”: COMPENSATION, AMENDMENT NO. 4 (ADDED) DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 EXHIBIT “A-3” SCOPE OF SERVICES, AMENDMENT NO. 4 CONSULTANT (also referred to herein as “NV5”) will provide the Services described in this Exhibit “A-3,” Scope of Services, Amendment No. 4, which details the tasks required to finalize the Newell Road Bridge Project for the City of Palo Alto. This Exhibit “A-3” identifies the Services already provided from Exhibits “A” through “A-2” (“Tasks Completed” as identified below), and details the Services remaining to be provided during the remainder of the term of the Agreement (in some cases, modifying or adding to the Services detailed in Exhibits “A” through “A-2”), as of the Effective Date of Amendment No. 4, setting a revised baseline for the Services remaining to be provided. In the event of a conflict between the Scope of Services provided in Exhibit “A-3” and the Scopes of Services provided in Exhibits “A” through “A-2,” the Scope of Services provided in Exhibit A-3” will control. Tasks that are completed, or have been determined unnecessary, are no longer part of the final design development and are excluded from this Scope of Services. As applicable, tasks and subtasks are noted below as “completed” or “determined unnecessary”. Phases, tasks, and, where appropriate, descriptions presented, are intended to follow those from the original contract and previous contract amendments. Phase 1- Preliminary Engineering, NEPA/CEQA Documentation Task 1 - Project Management Task 1.1 - Project Management Consultant will directly coordinate with Client on a monthly basis through the completion of design and bidding support. Progress reports will be included each month with invoices. Progress reports will consist of a memo summarizing project status and the budget tracking spreadsheet, consistent with the project to date. Consultant will coordinate with Project Stakeholders as required to deliver the project. Consultant will perform management duties, including project tracking, budget review, subconsultant maintenance and communication, and internal coordination. NV5’s Project Manager understands the connectivity between the Newell Road Bridge Replacement Project and the Upstream of Highway 101 Project. The Project Manager understands priorities and schedules for each project and will allocated uninterrupted resources to the critical tasks as necessary. As a general rule, the Newell Road project carries the highest priority as it must be constructed prior to the Upstream of Highway 101 improvements in the larger picture of the flood control project for the region. Task 1.1 Deliverables: NV5 will deliver the following work products for this scope item: 1.Monthly Invoices 2.Budget Tracking Spreadsheet 3.Monthly Progress Report DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 Task 1.1.2 – Alternative Screening Project Management (Task Completed) Task 1.1.3 – EIR/EA Project Management (Task Completed) Task 1.2 – Meetings Project Manager and Project Engineer from the Consultant will attend one (1), one (1) hour, Team conference call meeting per month with City of Palo Alto project staff. Agenda and meeting notes will be prepared when agreed between consultant and client. Materials for meetings are expected to consist of the agenda and current work products, including Type Selection report materials and PS&E materials as described within this scope. Separate exhibits or renderings are not anticipated. However, if required the additional work will be handled by a separate Addition Work Services request. In addition to the monthly team meetings, weekly Project Manager calls / meetings will be held to ensure coordination and communication. Weekly calls are expected to be approximately 20 minutes to allow the City and consultant project managers to stay on track and coordinated on priorities, expectations, and any issues that might arise. Following the completion of Preliminary Phase I and approval of the Newell Bridge Type Selection Report, NV5 team members will attend one (1) conference call meeting with the City of Palo Alto and other stakeholders involved with the project, to discuss Project objectives, scope, design criteria and management process. In addition, upon receipt of the comments from Caltrans to the draft Type Selection Report, NV5’s Project Manager will attend one (1) conference call with the City of Palo Alto and stakeholders to discuss comments before finalizing the Report. Task 1.3 - Quality Assurance/Quality Control Throughout the project, NV5 will ensure project quality at all levels of design by incorporating our Quality Assurance/Quality Control processes and procedures under the Quality Management Plan (QMP). The objectives of the QMP are to provide a consistent approach to performing quality control reviews of all work products to accomplish the following: •Identify key project quality goals, roles and resources •Identity the requirements of the Scope of Work. Make certain to check the Contract deliverables •Identify and describe quality processes and procedures applicable to the project and group. The QMP assures that all team members are following the same processes •Serve as a comprehensive reference tool for the Project Manager and other project staff in carrying out steps related to Quality Assurance/Quality Control Task 1.4 - Project Schedule NV5 will prepare a comprehensive project schedule and submit it to the City for review and approval. The schedule will be updated once per month to reflect any changes discussed during the monthly Team call, and a copy will be submitted to the City of Palo Alto for project records. The monthly project update will be submitted to the City one week prior to the monthly team meeting to allow for review and discussion at the team meeting. Task 1.4 Deliverables: NV5 will deliver the following work products for this scope item: DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 - 1.Project Schedule Task 1.5 – Public Outreach (Task Completed) If determined necessary additional public outreach for permitting or construct support, will be handled as an additional services. Task 1.5.2 – Alternative Screening Analysis Public Outreach (Task Completed) Task 1.5.3 – EIR/EA Public Outreach (Task Completed) Task 1.6 – Agency Coordination (Task Completed) Task 2 – Existing Document Review Task 2 – Existing Document Review (Task Completed) Task 3 - Utility Coordination Task 3.0 - Utility Coordination NV5 will provide utility coordination services with the objective to obtain all data on the various utility encroachments within the project limits. Early coordination will occur once the Type Selection Report has been completed. In addition, following Caltrans utility procedures standard A, B, and C letters of utility notification will be prepared by NV5 for signature and submission by City of Palo Alto and City of East Palo Alto. NV5 anticipates contacting all utility agencies relevant to the Newell Road Bridge Replacement Project. Task 3.0 Deliverables: NV5 will deliver the following work products for this scope item: 1.Utility A, B, and C letters 2.PG&E contract and application process to the City of Palo Alto for pole relocation DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 Task 4 – Environmental Clearance Documents Task 4.1 – Prepare Purpose and Need Statement (Task Completed) Task 4.2 – Prepare Admin Draft and Draft I.S. (Task Completed) Task 4.3 – Prepare Admin Draft and Final I.S. (Task Completed) Task 4.4 – Prepare Cat. Exclusion for NEPA (Task Completed) Task 4.5 – Prepare Draft and Final Tech Studies/Memoranda (Task Completed) Task 4.6 – Project Management and Meetings (Task Completed) Task 4.7 – Alternative Analysis Screening Process (Task Completed) Task 4.8 – Prepare CEQA and NEPA Environmental Documentation, EIR/EA (Task Completed) Task 4.9 – Additional Services No. 3 (Task Completed) Task 4.10 – Additional Services No. 4 (Task Completed) Task 4.11.1 – Additional Services No. 5, NV5 (Task Completed) Task 4.11.2 – Additional Services No. 5, ICF (Task Completed) Task 4.11.3 – Additional Services No. 5, TJKM (Task Completed) Task 4.12 – Additional Services No. 8, TJKM (Task Completed) Task 5 – Survey & Base Mapping Task 5.1 – Topographic Survey (Task Completed) Task 5.1.2 – Confirm Existing Creek Topography (Task Completed) Task 5.2 – Right-of-Way Constraints Map (Task Completed) Task 5.3 - Right of Way Engineering Services Based on finalized Right of Way alignment, NV5 will prepare right of way plats and legal descriptions necessary for temporary construction easements, permanent easements and the acquisition of additional right of way. Based on available assessors’ maps covering the project site, we have based our fee on providing a maximum of five (5) plats and legal descriptions. At this time, it is anticipated that plats and legals will be needed for: APN No. 003-12-013 (475 Newell Road, Palo Alto), APN No. 063-513-350 (5 Newell Road, East Palo Alto), APN No. 063- 515-370 (1761 Woodland Avenue, East Palo Alto), APN No. 063-515-380 (1767 Woodland Avenue, East Palo Alto, including portion in channel), APN No. 063-515-280 (1773 Woodland Avenue, East Palo Alto). The City will be responsible for appraising and acquiring all necessary easements and right of way takes. Right of Way Appraisal and Acquisition services are not included in our scope of services or fee. DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 Task 5.3 Deliverables: NV5 will deliver the following work products for this scope item: 1.Two (2) copies of signed Plat Maps and Legal Descriptions for each of the affected parcels. Task 6 – Bridge Hydraulic Report Task 6.1 – Preliminary Design/Hydraulics Analysis (Task Completed) 6.1.2 EIR/EA Hydraulics Analysis and Technical Memo (Task Completed) Task 6.2 – Location Hydraulics Study (Task Completed) Task 6.3 - Bridge Hydraulic Report In the design phase of the project, the information and models developed during the Preliminary Design and Environmental Phase will be used as the basis for the preparation of the project’s Bridge Hydraulic Report. This report will include the appropriate items identified in the current Caltrans Local Assistance Procedures Manual in effect at the time the study is performed, Section 11, Exhibit 11-E, Checklist for Drainage Studies and Report. The Bridge Hydraulic Report will evaluate the Design Flood (Q50), Base Flood (Q100) and Overtopping Flood (or Flood of Record). For each flow condition the following flow characteristics will be investigated and defined: Design Flows Water Surface Elevations Water Surface Profiles Freeboard Flooding Limits Flow Velocities Scour potential The proposed bridge is a clear span structure from top of bank on each side, replacing the existing closed abutment bridge with footings within the creek banks that constrict flow in the creek. The main requirement for hydraulic design is compatibility with the regional planning for the ultimate configuration and capacity (Q100 of 8150 cfs) of the creek. This required capacity is determined by Valley Water and the San Francisquito Creek Joint Powers Authority flood control project. The flow becomes the Q100 level only after a future phase of the regional flood control project is completed to build upstream detention. However, the required flow does not change at the Newell Road Bridge location. A design exception will be required as minimal freeboard will be provided above the Q50 or Q100 flows. Recommendation will also be provided for Rock Slope Protection (RSP) and scour as required. This could include channel armoring. Task 6.3 Deliverables: NV5 will deliver the following work products for this scope item: DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 1.Bridge Hydraulic Report Task 6.4 – Contract Plans & Details (For the EIR, Phase I – Task Determined Unnecessary) For PS&E, Phase II, NV5 will prepare contract plans and details for the location hydraulic study. These will be shown on two plans sheets and will include creek cross sections along plan view of the project area to show the low flow channel. The low flow channel will include riffles and ponds to meet permit agency requirements. NV5 will also prepare the details for embankment and abutment protection. Task 6.5 – Sediment Transport Analysis for Creek Widening (Task Determined Unnecessary) Task 6.6 – Scour Analysis for Creek Widening (Task Determined Unnecessary) Task 7 - Geotechnical Investigations Parikh Consultants Inc. (PCI) will prepare a detailed final Foundation Report. The project was explored several years ago (2012-13) and then it was delayed during the design phase. The original field exploration and laboratory tests conducted several years ago (2012-13) are still considered useable. However, the design, loading conditions, layout, engineering design standards have all changed to a level where we require to restart the project from analyses to final report preparation. The current scope of work is to use as much data as available and complete a new draft and final report in accordance with current Caltrans standards and AASHTO Load and Resistance Factor Design (LRFD) Specifications. Following is the balance of the scope of work. Task 7.1 – Research and Data Collection (Task Completed) Task 7.2 – Field Exploration (Task Completed) Task 7.3 – Laboratory Testing (Task Completed) Task 7.4 – Soil Analysis/Evaluation Soils Analysis/Evaluation: Perform engineering analyses and develop design recommendations for the proposed foundations, proposed abutment walls and walls adjacent to properties. Concrete drilled piles are expected for the bridge supports. Pavement design will be based on the Traffic Index value and the R-value provided by PCI. Short retaining walls are included in the scope however, due to their short height, traffic limitations, and public and private property locations, new explorations will not be conducted for these retaining walls. Geotechnical recommendations will be provided based on the explorations performed previously. Task 7.5 – Prepare Draft Foundation Report Prepare preliminary recommendations for foundations. Prepare a Foundation Type Selection Report with the Log of Test Borings (LOTB) for the structure. No in-person type selection meeting is expected for this project due to Covid-19 restrictions, a virtual meeting via conference call that includes PCI will be scheduled. In addition, PCI will develop pavement design recommendations. DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 Task 7.6 - Final Foundation Report Prepare Final Foundation Report: Prepare detail report including design recommendations for foundation type and footing elevations lateral design capacities, incorporate potential scour data in the design, evaluate slope stability as necessary at the abutments, pile foundation or spread footing recommendations (retaining walls). Discuss seismic considerations, evaluate the liquefaction potential and comment on the site soil conditions from this standpoint. Information related to Caltrans Seismic design criteria (SDC v 2.0) shall be provided. Information related to the recently revised Seismic design guidelines (2019) and the ARS curves (using Caltrans ARS online tool) will be provided. Prepare final Foundation report for the structure. Using the general plan as a base map, we will provide boring logs. Tasks 7.5 and 7.6 Deliverables: PCI / NV5 will deliver the following work products for this scope item: 1.Draft Foundation Report 2.Final Foundation Report 3.Log of Test Borings Sheet Task 8 - Type Selection Task 8.1 - Bridge Type Selection Report With the completion of the Environmental Phase and certification of the Environmental Document, the locally preferred location for the bridge and the planned roadway and bridge geometry have been determined. NV5 will determine appropriate bridge replacement types and prepare two (2) alternatives to meet the project criteria and prepare the Bridge Type Selection Report. The draft and final Bridge Type Selection Reports shall include the following: A General Plan Sheet, and a Preliminary Foundation Plan will be prepared to convey each bridge alternative along with the Geotechnical Memorandum or Preliminary Foundation Report. A conceptual plan and profile for the roadway alignment was prepared in conjunction with the work for the environmental document. The vertical profile will be verified for the bridge alternatives. A narrative description addressing pertinent information about the selected bridge and road alignment alternative will be provided in the type selection report. A General Plan Estimate will be included for each alternative will be prepared. General Plan Estimate will be prepared in accordance with Caltrans Standard Planning Study Cost Estimating practices. The Bridge Type Selection Report will identify the advantages and disadvantages of each alternative analyzed and recommend a preferred alternative. NV5 will prepare final PS&E project plans based on the selection of a preferred alternative by the City and the approval of the Bridge Type Selection Report. A draft version of the Bridge Type Selection Report will be submitted to the City and Caltrans for review and comment. Upon receipt of the comments of the draft report, NV5 will attend one meeting as described under Task 1.2 before preparing a final Bridge Type Selection Report. Task 8.1 Deliverables: DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 NV5 will deliver the following work products for this scope item: 1.Draft Bridge Type Selection Report, including all elements described above 2.Final Bridge Type Selection Report, including all elements described above Task 8.1.2 – Equipment Staging Tech Memo (Task Completed) Task 8.1.3 – Additional Services No. 6 (Task Completed) Task 8.2 – Traffic Study (Task Completed) Task 8.2.2 – Additional Traffic Study (Task Completed) Task 8.2.2.2 – N/T Alternatives Screening Analysis Traffic Study (Task Completed) Task 8.3 - 35% Preliminary Plans and Estimate NV5 will prepare preliminary roadway, bridge and landscape plans for the selected project alternative. The preliminary plans will provide enough data to convey a complete scope of the project. The preliminary plans will consist of: •Title Sheet •Preliminary Typical Sections •Preliminary Roadway and Profile Sheets •Preliminary Bridge General Plan Sheet •Preliminary Landscape Plan Sheet Task 8.4 – Alternatives Screening Analysis, Development and Report (Task Completed) Phase 2 - Final Design & Permitting Task 9 - Final Design & PS&E Development After approval of the Bridge Type Selection Report, NV5 will begin the design work and preparation of the PS&E. This phase will include the development of the bridge and roadway plans which will be prepared in accordance with the current Bridge Design Details Manual and the Highway Design Manual as published by Caltrans. This phase will also include the preparation of Special Provisions to accompany the State of California Standard Specifications. The initial step of the final design phase will be the development of the first (65%) submittal of the plans, special provisions, and estimate (PS&E). Task 9.1 - 65% Bridge/Structural Design NV5 will prepare a full structural design on the selected bridge alternative identified in the Bridge Type Selection Report, including features to support the existing creek slope and conform to existing banks. The design will be conducted in accordance with the current editions at the time the work is performed: Caltrans Bridge Design Manuals AASHTO LRFD Bridge Design Specifications Caltrans Seismic Design Criteria A detailed description of NV5’s bridge design subtasks follows: DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 Superstructure Design The superstructure will be designed to meet LRFD requirements specified by Caltrans. Vertical loads will include HL-93, Permit, and Alternative Vehicle live loads as well as prescribed dead loads. The seismic design will adhere to the requirements specified in the current Caltrans Seismic Design Criteria and the current Caltrans Memo to Designers Manual at the time the work is performed. The analysis of the bridge superstructure will utilize the CT Bridge computer program for live loads, used by Caltrans. Substructure Design The support reactions from the superstructure will be used to design the substructure components. The substructure system will incorporate structure movement, drainage, structure approach, and seismic requirements. The substructure items will be designed in accordance with the current Caltrans Bridge Design Specifications Manual for vertical loading and lateral loading at the time the work is performed. Seismic Design After member sizes have been determined during the Superstructure and Substructure designs, NV5 will analyze the bridge for seismic loading. Information that will be used to determine the design seismic loads includes the maximum ground acceleration, and depth to bedrock. Once NV5 has obtained the site parameters from PCI, this information will be coupled with the structural parameters of the bridge to determine seismic loads and reactions. Requirements in the current Caltrans Seismic Design Criteria and the current Caltrans Memo to Designers Manual, at the time the work is performed, will be used to determine the loading. Task 9.2 - Roadway Design NV5 will refine the selected horizontal and vertical roadway alignment developed for the Type Selection Report. NV5 will design roadway cross sections and construction details as part of this task. Detailed earthwork calculations will be performed as well. Drainage systems and construction staging requirements will also be developed. The need for bioswales and potential locations will be reviewed during the design. If required, NV5 will meet with Palo Alto and East Palo Alto to discuss bioswale locations and details. The goal is to agree upon the bioswale issues and avoid repetitive design inefficiencies. Bioswale design will then be completed for the agreed upon scenario. If NV5 is requested to perform iterative designs, such as requested relocation of bioswales, design changes, or revised base details, these will be considered out of scope and require additional fee. Task 9.3 - Traffic Control/Construction Staging Plans NV5 will develop traffic control and construction staging plans that will allow for the construction of the project while limiting the inconvenience and impact to the local community. Task 9.4 - 65% Preliminary Plans, Special Provisions & Estimate Concurrently with the design efforts for your project, NV5 will prepare the 65% PS&E. This phase will include the development of the bridge and roadway plans, including roadway layout, drainage, signing and striping. These plans will be prepared in accordance with the Bridge Design Details Manual and the Highway Design Manual as published by Caltrans. This task will also include the preparation of Special Provisions to accompany the State of California Standard Specifications. Environmental mitigation measures, if required, will be incorporated into the development of these documents. DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 Plans The plan sheets will be prepared in English units. NV5 intends to use AutoCAD Civil 3D. We will develop our drawing files using Caltrans’ Plan Preparation Manual. We anticipate roadway layout plans to be at a scale of 1”=40’ or 1”=20’, and roadway construction details to be at a scale of 1”=10’ unless otherwise requested by the City. Bridge plans will be at the required feet and inch scales. Plans for all submittals will include the following. The level of completeness for the various sheets will depend on the submittal (65% versus 90%): Title Sheet & Key Map General Notes Demolition Plan Roadway Typical Cross Section Sheet Roadway Plan and Profile Sheets Construction Detail Sheets City of Palo Alto Standard Details City of East Palo Alto Standard Details Temporary Erosion/Pollution Control Sheets Palo Alto Standard Stormwater Pollution Prevention Plan Roadway Drainage Plan (includes drainage features in private properties) Utility Plan and Profile Sheets (East Palo Alto and Palo Alto) Landscape Plan with GSI features Creek Channel Restoration and Retaining Walls Cross Sections Signing and Striping Plan Traffic Control and Detour Plan Construction Staging Plan Bridge General Plan Bridge Foundation Plan Deck Contour Sheet Abutment Detail Sheets Bridge Typical Section Sheet Bridge Girder Layout Sheet Bridge Railing Plan Log of Test Borings Sheet Special Provisions NV5 will use the most current version of the Standard Special Provisions available from Caltrans and will revise the Standard Special Provisions to meet the requirements for this specific project. The special provisions document will be developed using Microsoft Word. Cost Estimate Along with the plans and special provisions, a detailed construction cost estimate will be developed. A Marginal Estimate will be prepared as an estimate of probable construction cost for the project based on Caltrans standard cost estimates. This estimate will be based on quantity take-off calculations performed and checked by the designer and unit cost information for each of the items listed. The unit cost data will be based on past relevant experience with similar projects; including any City of Palo Alto construction cost data, and the latest version of Contract Cost Data as prepared by Caltrans. DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 Task 9.5 - First (65%) PS&E Submittal At the 65% complete stage of the project, and prior to formal submittal to the City, a comprehensive Quality Control Review of the Plans, Specifications, and Construction Cost Estimate will be performed concurrently by our QC manager, Jack Abcarius or designee. Upon completion of this portion of work, NV5 will submit for review and comment the 65% PS&E package. Submittal will follow the City of Palo Alto electronic submittal process to provide digital files of all documents. Task 9.5 Deliverables: NV5 will deliver the following work products for this scope item: 1.65% Plans (22x34 format) – 10 hard copies 2.65% Technical Specifications (Caltrans Standard Specifications format and Special Provisions) – 5 hard copies 3.65% Preliminary Construction Cost (opinion of probable construction cost) - 5 hard copies Task 9.6 - Independent Design Check An independent bridge design check will be conducted. The bridge independent check occurs during the same period as the review of the 65% package by the local agencies. The independent design check will be performed on the 65% plan set by an engineer not involved in the initial design of the project. It will consist of a thorough review of the structure, Bridge Plans, Technical Specifications and Draft Special Provisions. During this effort, we negotiate an ultimate solution between the designer and checker. These negotiations often render portions of the previous designs unusable because it differs from the negotiated solution. Additional activities include: •Pre-check discussions surrounding design method, seismic design approach, and general structures detailing. •Review of independent check comments and negotiation to reconcile the comments. •Revise details and calculations consistent with the negotiations from the previous steps. •Follow up with the independent checker to confirm the comments were adequately addressed. The design checker for action or response will prepare a list of issues to be addressed by the designer and a set of independent check calculations. This task includes a check to ensure the design of the bridge accommodates the future headwalls and buoyancy forces of the pressure flow condition. Task 9.7 - Response to Review Comments / 90% PS&E Revisions Upon receipt of the City, State, and other review agency comments on the 65% complete project documents, revisions will be made to the Plans, Specifications and Special Provisions in preparation for the 90% submittal package. A written response will be prepared by the designer addressing any reviewer or checker comments, suggestions or proposed revisions. The project DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 Special Provisions will also be finalized in Caltrans’ standard format for inclusion in the Bid Documents along with the boilerplate portion provided by City of Palo Alto. Task 9.8 - Second (90%) PS&E Submittal A complete set of checked Plans, Specifications, and Construction Cost Estimate will be submitted to City of Palo Alto and Caltrans for final review and approval. Submittal will follow the City of Palo Alto electronic submittal process to provide digital files of all documents. Task 9.8 Deliverables: NV5 will deliver the following work products for this scope item: 1.90% Plans (22x34 format) 10 Copies 2.90% Technical Specifications (Caltrans Standard Specific format and Special Provisions) – 5 copies 3.90% Preliminary Construction Cost (PDF Format) 4.Letter from the QA/QC professional and plan checker certifying that the plans meet the requirements for the bridge and construction. Task 9.9 – Third (100%) PS&E Submittal Design comments on the 90% PS&E submittal made by City of Palo Alto and Caltrans will be incorporated into the Final Plans Special Provisions and Estimates, as appropriate. Task 9.9 Deliverables: The 100% PS&E will include the following items: 1.Checked Structural Bridge Plans 2.Final Road Plans 3.Special Provisions and Technical Specifications for Construction 4.Engineer’s Estimate 5.Resident Engineer’s Pending File These final drawings, special provisions, technical specifications, and estimates will be prepared in accordance with the current Local Programs Manual and presented to City of Palo Alto at the completion of the design phase of the project. All documents will be stamped and signed by a licensed civil or structural engineer registered in California. Project drawings will be prepared using the Caltrans standard 22” by 34” drawing sheet size and layout. Project drawings will also be provided in AutoCAD. DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 Task 9.10 – Landscape Architectural Final PS&E Submittal Based on comments received on the preliminary plans developed during the environmental phase, the landscape plans will be developed into construction documents to a 65% level of completion. An updated cost estimate and technical specifications will be prepared for landscape-related items of work. Subsequent submittal will be made at 90% and 100% (Final) PS&E levels in order to address comments and update the landscape architectural plans. Task 10 – Regulatory Agency Permitting – (Task may be a removed from the scope at the City’s discretion) As part of the NV5 Team, ICF Jones & Stokes, Inc. (“ICF”) will prepare the following permit applications for the remaining tasks on the Newell Road Bridge Replacement Project (It is assumed that the application fees for these permits will be provided by the City): permitting, preconstruction surveys, and implementation of biology avoidance, minimization, and/or mitigation measures. The Task 10.1 scope has been taken from Contract Amendment 2 and modified as necessary to account for project updates. The scopes for Tasks 11.3.1 and 11.3.2 are based on the avoidance, minimization, and mitigation measures from the Final EIR/EA. It should be noted that this scope of work only includes the avoidance, minimization, and mitigation measures that ICF can implement. There are numerous other avoidance, minimization, and mitigation measures from the Final EIR/EA that are listed in the Mitigation Monitoring and Reporting Program (MMRP) that must be implemented by either the City or the construction contractor that are not included in the scope of work. Please see the MMRP for the full list of avoidance, minimization, and mitigation measures. Regarding Tasks 11.3.1 and 11.3.2, the scope of work for these tasks show which of the avoidance, minimization, and mitigation measures can be implemented from budget allocated in the Caltrans 6D submittal. The remaining avoidance, minimization, and mitigation measures described in this scope of work and cost estimate can be implemented for an additional cost. These scope items and costs have been in the budget spreadsheets. Task 10.1 – Permitting ICF will support the City in obtaining the following permits as described below. This scope presumes that the proposed creek widening/bank stabilization will be as conceived presently. If the creek improvement project description changes substantially, then there may be need for additional budgeting. For all submissions noted below, this scope includes up to four (4) rounds of documents: Administrative Draft for PA/NV5 review, Draft for Agency 1st review, 2nd Draft for PA/NV5 review, and Final for agency submittal. Up to two (2) meetings for Section 404 Permit, up to four (4) meetings for Section 401 WQC, up to two (2) meetings for 1602 SAA are assumed in this scope. •Section 404 Nationwide Permit: o Meetings/Coordination: ICF will conduct up to two (2) meetings, including one (1) site visit, with the Corps, RWQCB, and California Department of Fish and Wildlife (CDFW) concerning project permits. DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 o ICF will prepare Pre-Construction Notification to the Corps. It is presumed that there would be up to two requests for further information. o Habitat Management Reporting and Monitoring Plan (HMRMP): ICF assumes that preparation of an HMRMP will be required as part of this permit. ICF will prepare the HMRMP for the project, which will describe the restoration plan plus any additional riparian restoration, enhancement or creation that is proposed to compensate for permanent impacts. o USFWS Section 7 Consultation: USFWS consultation was completed during the prior phase of work. o NMFS Section 7 Consultation: NMFS consultation was completed during the prior phase of work. o SHPO Section 106 Consultation: SHPO consultation was completed during the prior phase of work. o Mitigation Design: This scope includes identification of the need for mitigation, but not the actual mitigation design. As mitigation needs are identified, ICF can identify a specific mitigation design scope for PA consideration including estimated budget. •Section 401 Water Quality Certification o Meetings/Coordination: ICF will conduct up to four (4) meetings, including one (1) site visit, with the RWQCB. It is presumed that PA and the consultant team will work with RWQCB to identify the LEDPA prior to release of the Draft EIR. Two (2) of the four (4) meetings would be combined with Corps and CDFW and two would be with RWQCB only. o ICF will prepare an application for a Section 401 WQC. It is presumed that there would be up to two requests for further information. o 404(b)(1)Alternatives Analysis – ICF will prepare an alternatives analysis that would analyze the bridge alternatives (using information developed for the EIR/EA) and creek improvement alternatives (including the proposed widening/bank stabilization as well as a geomorphic alternative and a creek layback/terracing alternative. It is presumed that NV5 will provide conceptual design for the locally preferred alternative (Build Alternative 2) and potentially 1 additional option for creek/bank stabilization to be used for the AA analysis. ICF will prepare a draft 404(b)1 AA analysis for PA/NV5 review, a revised draft for RWQCB review, and a final version responsive to RWQCB comments. o Habitat Management Reporting and Monitoring Plan: ICF assumes that preparation of an HMRMP will be required as part of this permit. ICF will prepare the HMRMP for the project, which will describe the restoration plan plus any additional riparian restoration, enhancement or creation that is proposed to compensate for permanent impacts. DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 o Mitigation Design: This scope includes identification of the need for mitigation, but not the actual mitigation design. As mitigation needs are identified, ICF can identify a specific mitigation design scope for PA consideration including estimated budget. •1602 Streambed Alteration Agreement o Meetings/Coordination: ICF would conduct up to two (2) meetings, including one (1) site visit, with the CDFW that would be combined with meetings with Corps and RWQCB. o ICF would prepare an application for a section 1600 SAA. It is presumed that there would be up to two requests for further information. o Habitat Management Reporting and Monitoring Plan: ICF assumes that preparation of an HMRMP will be required as part of this permit. ICF will prepare the HMRMP for the project, which will describe the restoration plan plus any additional riparian restoration, enhancement or creation that is proposed to compensate for permanent impacts. o Mitigation Design: This scope includes identification of the need for mitigation, but not the actual mitigation design. As mitigation needs are identified, ICF can identify a specific mitigation design scope for PA consideration including estimated budget. •Task 10.1 Assumptions o The project will meet Nationwide Permit conditions and will not require an individual permit. o The project footprint will not change. o The proposed project is the least environmentally damaging practicable alternative and the City will provide information on other alternative designs considered or requested by RWQCB or the Corps, if necessary. o One round of review of the PCN by the City. o The Agencies will consider the applications complete or request only minor additional information. o Application fees will be provided by the City. o The Corps and/or RWQCB will require only minimal revisions to the aquatic resources delineation report and map prior to approval. o One site visit with USACE and/or RWQCB to verify the delineation would be conducted. o The City or NV5 will provide Plan, profile, and cross-sectional drawings of all temporary and permanent structures to be constructed in waters. For example: DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 a. Engineered drawings of the new bridge column(s) in San Francisquito Creek showing location, depth, and composition in relation to the creek bank and ordinary high-water mark. b. Engineered drawings (plan, profile, x-section) of the earthwork planned on both banks of the creek. Include RSP or Bioengineering drawings to scale if applicable. c. Engineered (or typical) drawings (plan, profile, x-section) of temporary structures placed in the creek or elsewhere for access (e.g., temporary bridges, temporary culverts) and support (e.g., falsework). o The City or NV5 will provide CAD files (.dwg or .dxf) for the project designs, including those used to generate site plans, in a coordinate system or shape files. All required project details will be in a georeferenced spatial format along with parcel data. o The City or NV5 will provide temporary and permanent disturbance limits in CAD files. Phase 3 - Bidding & Construction Support Task 11 – Post Design Services Task 11.1 – Bidding Assistance Upon completion of the final design phase of your project, NV5 will provide Bidding Assistance. NV5 will assist the City in answering technical questions relative to the plans, special provisions, and quantity estimates, and the preparation of required PS&E addendums. Task 11.2 – Construction Support Services NV5 and subconsultants will provide engineering services during construction of the Project. Such services will include attending the preconstruction meeting, reviewing the construction Contractor’s technical submittals and shop drawings when applicable, and responding to technical questions and requests for information (RFI’s). Task 11.2.1 Project Management During Construction. NV5 will manage services such that the Construction Support Services are completed within the not-to-exceed fee limit and in accordance with the Schedule for performance. Consultant will: A.Manage efforts of the Consultant’s and subconsultants’ staff; B.Coordinate its work with the City and its Construction Management Consultant, regarding the scheduling of meetings, attendance, site observations, and deliverables; C.Monitor and manage its expenditures, schedule, and progress, including maintaining an efficient, effective document tracking system for requests for information, and submittals; and D.Provide Monthly Progress Reports of the Consultant’s activities. Monthly Progress Reports will include the following: DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 a.An assessment of actual versus planned progress in completing the work, including a description of the tasks, and deliverables completed to date; b. For each task, the percentage of services performed versus the percentage of Agreement not-to-exceed fees incurred for such task, and explanation of any significant variances in percentage of services performed compared to percentage of fees incurred; c.A summary of proposed change to the Scope of Services, if required, including justifications for such changes; d.Any changes in Consultant’s key staff or subconsultants. Task 11.2.1 Deliverables: NV5 will deliver the following work products for this scope item: 1.Monthly Progress Reports Task 11.2.2 – Meetings and Site Visits A.Attend the preconstruction conference. Consultant will respond to technical questions from the Contractor or the City, as requested by the City. B.Attend progress and other meetings as requested by City, coordination meetings and telephone conference calls with the City’s construction Contractor, City, and other parties as determined by City, in order to discuss and coordinate the construction progress, resolve technical issues, concerns, and related activities. C.Perform site visits as requested by the City or determined necessary by Consultant. Assumptions 1.All meetings will be conducted at the Contractor’s construction trailer, Project site, or at City office. 2.Construction progress meetings are generally conducted on a weekly basis during the construction season. 3.The Consultant will attend 30 construction meetings (once every week during the construction season is assumed) in addition to the meetings specifically mentioned above. An additional four conference call coordination meetings and four agency (for example, City and/or Valley Water or City of East Palo Alto, or Caltrans) meetings are assumed. 4.The Consultant will attend one project meeting/conference call during construction prior to installation of landscape items, including irrigation and planting. 5.The Consultant will make up to 10 site visits during construction of the bridge, including pile installation to confirm the placement is as per the specifications and geotechnical report recommendations. Each of these site visits are expected to be at a minimum of 4 hours per day for 10 days. Other than the known need to have Parikh present for the piling, the additional site visits will be at the discretion of the City. 6.Attendance at meetings and any follow-up reports to meetings beyond the limits specified in the Deliverables below will be considered Supplemental Services and require additional fee. Task 11.2.2 Deliverables: NV5 will deliver the following work products for this scope item: DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 1.Written responses to issues raised as required for documentation 2.Attendance at meetings and/or conference calls as required to respond to and bring up issues Task 11.2.3 – Submittal Review. A.Consultant will review the submittals provided by the Contractor as required in the construction Contract Documents prepared by the Consultant. The submittals will be reviewed for conformance with the design. B.Consultant will review, respond and return all Contractor Submittals and re-submittals as promptly as possible, but in no case shall Contractor submittals be returned later than ten working days from receipt of the Contractor’s submittals by City, unless otherwise agreed between Consultant and City. C.Consultant will notify City of any submittal review comment that could result in a Change Order. If the Consultant makes notes on the Contractor’s Submittal that constitutes a change to the requirements of the Contract Documents, Consultant will immediately notify City in writing of the potential need to issue a Change Order request. Assumptions. 1.Consultant will review and respond up to 24 submittals. 2.Review of submittals in addition to the estimated number stated herein will be considered Supplemental Services and require additional fee. Unless the submittals are as a result to lack of detailed data or conflicting information in the documents that could cause change orders or project delays, in which case these will not be considered extra or cost to the City. Task 11.2.3 Deliverables: NV5 will deliver the following work products for this scope item: 1. Memoranda in PDF of Microsoft Word presenting Consultant’s evaluation of submittal 2.Written notification via email of potential change orders due to submittal review comments by Consultant Task 11.2.4 – Requests for Information. (RFI) A.Consultant will respond to requests for information received from the City when a Contractor’s inquiry is related to the Consultant’s Project design or an issue having the potential to impact the Project design and cannot be readily answered from the construction contract. B.Consultant will respond to the City’s requests for evaluation of proposed substitutions and “or equal” proposals of equipment, materials or methods, and minor design changes. C.Consultant will render written decisions within seven calendar days unless otherwise agreed between Consultant and the City. Consultant must notify City immediately if more time is required to respond to RFIs. D.Consultant will evaluate whether the Contractor’s request creates any change or potential change to the contract documents, or if the Consultant’s response to an RFI appears to have the potential to impact the construction schedule or cost, or result in a change to the requirements of the Contract Documents. The City will be promptly notified if any of these conditions exist. DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 Assumptions. 1.Consultant will review and respond to up to 30 RFIs. 2.Review of RFIs in addition to the estimated number stated herein will be considered Supplemental Services and require additional fee unless the RFI is as a result of lack of detailed information on the plans or conflicting details between documents, in which case the consultant shall provide the response, revise plans (if necessary) at no cost to the City Task 11.2.4 Deliverables: NV5 will deliver the following work products for this scope item: 1.Memoranda in PDF of Microsoft Word presenting Consultant’s responses to RFIs Task 11.2.5 – Construction Change Order Assistance. NV5 will support the City with potential change orders, change orders, and related activities. The origination of the change orders may come from the City or the Contractor. A.As requested by the City, NV5 will be required on an as-needed basis to design, write, or review change order documentation. Anticipated Consultant assignments may include: research and respond back to City whether work proposed by its construction Contractor warrants the need for a change order and whether it should be considered as extra work; review of design calculations and intent; review of cost estimates. Task 11.2.5 Deliverables: NV5 will deliver the following work products for this scope item: 1.Change order documentation including signed and stamped drawings and specifications, and cost opinions 2.Review comments on City Project Manager’s analyses of potential changer order Task 11.2.6 – Engineer-of-Record’s Project Record Drawings. Record Drawings are prepared to accurately depict changes resulting from field conditions, design changes, Project scope changes, or other causes since the initial Construction Contract Drawings (or bid set) were adopted by the City Council and in accordance with the conformed documents. A.At the completion of the project, NV5 and subconsultants will prepare Engineer-of- Record’s Project Record Drawings based on Resident Engineer red lines as accepted by City’s Project Manager during Project construction. Files will be delivered in AutoCAD format. Each document file will be accompanied by a metadata text file, including the date of the file, the company name, contract information, and the name of the technician who prepared the document. Such changes may be the result of information that was approved in RFIs, change orders, or field memoranda written by Consultant. B.The final Engineer-of-Record’s Project Record Drawings (one set) will be submitted to City Project Manager within 15 working days of the City Project Manager’s issuance of Project Notice of Completion and Acceptance of Contractor’s work. Assumptions DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 1.Approximately ten new plan sheets will be prepared, signed and stamped by Consultant. Consultant will also label all remaining sheets not requiring revisions to ensure all sheets accurately reflect Project Record Drawings. 2.Preparation of Record Drawings in addition to the estimated quantity stated herein will be considered Supplemental Services and require additional fee Task 11.2.6 Deliverables: NV5 will deliver the following work products for this scope item: 1.Final Engineer-of-Record’s Project Record Drawings that include changes recommended by Resident Engineer and accepted by City Project Manager – one (1) full-size copy and one (1) set of DVD’s with Adobe PDF and CADD files of these drawings. Task 11.3.1 Preconstruction Surveys ICF proposes to conduct preconstruction surveys for Western Pond Turtles, Pallid and Hoary Bats, and California red-legged frog, per the specifications in the following Final EIR/EA mitigation measures. •AMM-BIO-6: Conduct Preconstruction Surveys for Western Pond Turtles; Relocate if Needed Within 24 hours prior to the start of construction in suitable habitat for northwestern pond turtle, a qualified ICF biologist will conduct a preconstruction clearance survey for this species. Any western pond turtles located within the project site will be allowed to move out of harm’s way on their own. If the relocation of western pond turtle is necessary, a relocation plan will be developed and submitted to CDFW for approval. The plan will include subsequent details of monitoring by a CDFW-approved biologist, agency-approved disinfection and handling protocols, animal care while being relocated, suitable deposition locations, and reporting requirements. •AMM-BIO-7: Conduct Preconstruction Surveys for Pallid and Hoary Bats Qualified ICF biologists will conduct a pre-construction survey for bats at the project site within 24 hours prior to construction activities. If a bat is observed roosting at any time before or during the preconstruction survey or during project activities, all activities will cease at the project site. In coordination with the City, ICF will develop a bat plan that will be submitted to CDFW for approval. The plan will identify additional survey and avoidance measures that will likely be required by CDFW for the construction contractor for continue with Project activities. Assumptions: o ICF will have 2 qualified biologists conduct up to 3 evening visual surveys to search the project site for emerging bats. •AMM-BIO-8: Implement Nesting Bird Impact Avoidance Measures ICF will provide a qualified biologist to conduct nesting bird survey (during the nesting season, which is February 1 – August 31) at the project site for nesting birds covered by the federal Migratory Bird Treaty Act. ICF will also conduct surveys up to a 300-foot radius DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 surrounding the project area for nesting raptors (where access can be obtained). The purpose of the surveys will be to obtain complete coverage of the project area and buffer and document any nesting activity in the area. A minimum of three separate surveys will be conducted for migratory birds, including raptors. Surveys will include a search of all suitable nesting habitat (e.g., grassland, bushes, trees, bridges, culverts, overpasses, and structures) in the Project area. When feasible, surveys should occur during the height of the breeding season (March 1 to June 1) with one survey being conducted in each of 2 consecutive months within this peak period and the final survey being conducted within 1 week of the start of construction. If a lapse in construction activities of 3 days or longer at a previously surveyed study area occurs, another preconstruction survey will be conducted. If an occupied nest is located within the survey area, a GPS location will be recorded, and the information on the nest site will be documented on a standardized field form. A no- disturbance buffer (marked with high-visibility fencing, flagging, or pin flags) will be established by a qualified wildlife biologist around the site to avoid disturbance or destruction of the nest until the end of the breeding season (August 31) or until after the biologist determines that the young have fledged and moved out of the Project area (this date varies by species). The extent of these buffers will be determined by the biologist in coordination with USFWS and/or CDFW as appropriate. Assumptions: o ICF has included time for a qualified biologist to conduct 3 separate survey visits, and coordination time with DFW. o ICF has included two additional visits to cover any lapse in construction. •AMM-BIO-10: Conduct Preconstruction Surveys at Work Sites in and near Frog- Sensitive Areas Immediately prior to construction ground disturbing activity (such as excavation and soil deposition areas, overland access or fence installation), a qualified ICF biologist will conduct a survey for California red-legged frog (CRLF) within the boundaries of the project area and a 50-foot buffer zone around the construction area (where access is available). If individuals are found, the biologist will notify CDFW and follow permit requirements for moving the individual(s) out of the disturbance footprint, if authorized to do so by the permit. Assumptions: o Scoping and hand excavation of burrows are not included. o One biologist will be able to survey the area appropriately. o The surveying biologist will be notified of ground disturbance (e.g., fence installation, grading, and/or excavation) scheduling at least one (1) week in advance of equipment mobilization. DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 Task 11.3.2 – Biology Avoidance, Minimization, and/or Mitigation Measure Tasks ICF proposes to implement the following biology avoidance, minimization, and mitigation measures, per the specifications in the Final EIR/EA mitigation measures. AMM-BIO-1, BIO-12, and AMM-BIO-3 can be implemented within the specified amount in the Caltrans 6D request. ICF implementation of AMM-BIO-2, AMM-BIO-11, and AMM-BIO-4 would require funds exceeding the specified amount. These funds have been allocated for these efforts in the budget spreadsheets. •AMM-BIO-1 and BIO-12: Install Construction Barrier Fencing Around Environmentally Sensitive Areas ICF’s biologist will flag environmentally sensitive areas (ESAs) for the protection of riparian vegetation, native trees, aquatic habitats, and other sensitive resources. After these areas and associated avoidance buffer zones are identified and flagged, ICF will coordinate with the construction contractor to ensure that the location of the temporary fencing is placed on the construction plans and the temporary construction barrier fencing is installed in the correct locations. The construction contractor will provide all the protective fencing that will be required to protect sensitive resources and will be responsible for installing and maintaining the barrier fencing during construction. ICF assumes that the fencing will only need to be installed once, at the beginning of the construction season, and that this effort will take up to two workdays. ICF’s biologist will inspect the fencing once a week to ensure that it is maintained to protect the sensitive resources. Assumption: o The construction contractor will be responsible for the physical placement of the temporary fencing and removal after completion of construction. •AMM-BIO-2 and BIO-11: Prepare Environmental Awareness Program and Conduct Environmental Awareness Training for Construction Employees ICF will prepare a presentation and supporting materials (including pictures and an environmental handout) for the environmental education program. The goal of the program will be to integrate environmentally responsible work practices into daily operations and standard construction procedures. ICF will: o Provide an overview of the resource issues and regulatory setting. o Establish a common understanding of the environmental compliance program, including communication and reporting responsibilities. o Provide an overview of the environmental resource issues, mitigation measures, and permit conditions. o Discuss special-status species (e.g. California red-legged frog) in the project area including their life history. The training will be provided to the construction contractor personnel prior to the start of the project. As new construction personnel are added to the project the biologist assigned to DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 the project will have the materials and information available to provide an environmental tailboard to the construction personnel. Assumptions: o One training session with up to 3 tailboard sessions to provide new personnel working on the project with training materials and instruction. Typically, tailboard trainings would be combined with daily monitoring in sensitive resource areas or weekly checks of the project site fencing. •AMM-BIO-3: Retain a Biological Monitor to Conduct Visits during Construction A qualified biologist will conduct monitoring of construction activities. The frequency of the monitoring will range from daily to weekly based on permit requirements and the results of the preconstruction surveys. The monitoring effort will be coordinated with the construction contractor based on their work schedule and the type of work being performed. The monitoring biologist will assist the City and their contractor with environmental compliance and assist with resolving any environmental issues that arise during construction. The monitoring biologist will work with the construction crew and guide the installation of exclusion fencing for special-status species. The biologist will also be responsible for regularly inspecting the exclusion fencing during ground disturbing activities until construction is complete or until the fences are removed. The biologist will complete daily monitoring logs and will communicate directly with the onsite construction supervisor to ensure that impacts to special-status species are avoided. The biologist will immediately notify the City if special-status species are observed or if avoidance and minimization measures are not or cannot be adhered too. Assumptions: o The biological monitor will be onsite for up to nine-hour days, and up to five (5) consecutive days per work week. Travel time to and from the construction site is estimated at one hour each way. Total project construction monitoring would not exceed 250 hours. o One construction crew will be working at a time or multiple crews working within proximity to each other so that only one biologist is required to conduct morning clearance surveys, train new personnel, and monitor construction activities. o The ICF project manager or lead monitoring biologist will be notified of the minimum surface level disturbance schedule at least one (1) week before work begins. o Daily monitoring reports will consist of a simple monitor log template, populated with site-specific project information in a journal format or a checklist form. Logs will include a description of construction activities, areas surveyed and monitored, communication with construction personnel, noncompliance issues and resolutions, and a list of all wildlife species observed during monitoring activities. Site photos will be included in each report, as appropriate. Daily monitoring reports will be completed using a tablet with an electronic monitoring form. DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 •AMM-BIO-4: Avoid and Minimize Potential Disturbance of Valley Foothill Riparian Community ICF will provide a certified arborist to assist the construction contractor with the appropriate pruning or root cutting of retained trees. Areas of the project site that undergo vegetative pruning will be inspected immediately before construction, immediately after construction, and 1 year after construction to determine the amount of pre-Project vegetative cover, cover that has been removed, and cover that regrows. After 1 year, if vegetation in these areas has not regrown sufficiently to return the cover to the pre-Project level, the City will replant the areas with native species to reestablish the cover to the pre-Project condition. Assumption: o ICF will prepare a letter report and map on the location of pruning areas. The report will discuss construction related trimming and site conditions immediately following the completion of construction. An additional survey and letter report will be prepared with recommendations one year following the completion of construction. DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 EXHIBIT “B” SCHEDULE OF PERFORMANCE, AMENDMENT NO. 4 (AMENDED, REPLACES PREVIOUS EXHIBIT “B” FROM AMENDMENT NO.3) CONSULTANT shall perform the Services so as to complete each milestone within the completion dates specified below. The completion dates shown below are the final completion date of the tasks which include 30%, 60%, 90%, final design, specifications of PS&E and all relevant tasks to complete the Project. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule shown below within 2 weeks of receipt of the notice to proceed (NTP). Milestones Completion Date for Tasks 1.Project Management December 31, 2024 2.Existing Document Review May 9, 2012 (completed) 3.Utility Coordination February 27, 2013 (completed) 4.Environmental Studies June 30, 2020 (completed) 5.Survey July 20, 2015 (completed) 6.Bridge Hydraulic Report September 14, 2015 (completed) 7.Geotechnical Investigation September 20, 2012 (completed) 8.Preliminary Engineering and Type Selection November 10, 2021 9.Final Design & PS&E Development September 9, 2022 10.Regulatory Agency Permitting September 9, 2022 11.Bidding and Construction Support December 31, 2023 The Schedule of Performance applicable to the Services detailed in Exhibit A-3 (Scope of Services, Amendment No.4) which are not labeled “Task Completed” in Exhibit A-3, is provided in the attached “Attachment 1 to Exhibit B.” Attachment 1 to Exhibit B is hereby attached and incorporated into this Exhibit B by reference as though fully set forth herein. As with the above milestones, the time to complete each milestone detailed in Attachment 1 to Exhibit B may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. As with the above milestones, CONSULTANT shall provide a detailed schedule of work consistent with the schedule shown in Attachment 1 to Exhibit B within 2 weeks of receipt of the notice to proceed (NTP). Page 29 of 34 DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 ID Task Name Duration Start Finish 1 NOTICE TO PROCEED 0 wks Thu 7/1/21 Thu 7/1/21 2 3 Phase 1 - Preliminary Engineering 139 wks Mon 7/5/21 Fri 3/1/24 4 Task 1 - Project Management 139 wks Mon 7/5/21 Fri 3/1/24 5 Task 1.1 - Project Management 139 wks Mon 7/5/21 Fri 3/1/24 7 Task 1.2 - Meetings 62 wks Mon 7/5/21 Fri 9/9/22 9 Task 1.3 - Quality Assurance / Quality Control 62 wks Mon 7/5/21 Fri 9/9/22 11 Task 1.4 - Project Schedule 62 wks Mon 7/5/21 Fri 9/9/22 13 14 Task 3 - Utility Coordination (Caltrans Utility Process)70 wks Mon 7/5/21 Fri 11/4/22 16 17 Task 5 - Survey and Base Mapping 20 wks Mon 6/20/22 Fri 11/4/22 19 20 Task 6 - Bridge Hydraulic Report 5 wks Mon 7/5/21 Fri 8/6/21 22 23 Task 7 - Geotechnical Investigations 8 wks Mon 7/5/21 Fri 8/27/21 24 Task 7.4 - Soils Analysis/Evaluation 2 wks Mon 7/5/21 Fri 7/16/21 26 Task 7.5 - Preparare Draft Foundation Report 4 wks Mon 7/5/21 Fri 7/30/21 28 Task 7.6 - Prepare Final Foundation Report 4 wks Mon 8/2/21 Fri 8/27/21 30 31 Task 8 - Preliminary Engineering & Type Selection Report 20 wks Mon 7/5/21 Fri 11/19/21 32 Task 8.1 Preliminary Engineering & Bridge Type Selection Report 10 wks Mon 7/5/21 Fri 9/10/21 34 35 Type Selection Report & Preliminary Engineering Submittal 0 wks Fri 9/10/21 Fri 9/10/21 36 37 Agency Review of Preliminary Engineering 4 wks Mon 9/13/21 Fri 10/8/21 38 City of Palo Alto 4 wks Mon 9/13/21 Fri 10/8/21 39 City of East Palo Alto 4 wks Mon 9/13/21 Fri 10/8/21 40 Valley Water 4 wks Mon 9/13/21 Fri 10/8/21 41 42 Caltrans Type Selection Review Process 10 wks Mon 9/13/21 Fri 11/19/21 43 First Caltrans Review 6 wks Mon 9/13/21 Fri 10/22/21 44 Type Selection Meeting 1 wk Mon 10/25/21 Fri 10/29/21 45 NV5 Responses to Caltrans Comments 2 wks Mon 10/25/21 Fri 11/5/21 46 Type Selection Report Re-Submittal 0 wks Fri 11/5/21 Fri 11/5/21 47 Second Caltrans Review 2 wks Mon 11/8/21 Fri 11/19/21 48 49 Phase 2 - Final Design & Permitting 44 wks Mon 11/22/21 Fri 9/23/22 50 Task 9 - Final Design & PS&E Development 44 wks Mon 11/22/21 Fri 9/23/22 51 Task 9.1 - Bridge Structural Design 12 wks Mon 11/22/21 Fri 2/11/22 54 Task 9.2 - Roadway Design 12 wks Mon 11/22/21 Fri 2/11/22 58 Task 9.3 - Traffic Control / Construction Staging Plans 12 wks Mon 11/22/21 Fri 2/11/22 60 Task 9.4 - 65% Plans, Special Provisions & Estimate 2 wks Mon 2/14/22 Fri 2/25/22 64 65 Task 9.5 - First (65%) PS&E Submittal 0 wks Fri 2/25/22 Fri 2/25/22 66 67 Agency Review of 65% PS&E 6 wks Mon 2/28/22 Fri 4/8/22 68 City of Palo Alto 4 wks Mon 2/28/22 Fri 3/25/22 69 City of East Palo Alto 4 wks Mon 2/28/22 Fri 3/25/22 70 Valley Water 4 wks Mon 2/28/22 Fri 3/25/22 71 Caltrans 6 wks Mon 2/28/22 Fri 4/8/22 72 73 Task 9.6 - Independent Design Check 15 wks Mon 2/28/22 Fri 6/10/22 75 76 Task 9.7 - Response to 65% / 90% PS&E Development 10 wks Mon 4/11/22 Fri 6/17/22 77 NV5 Responses to 65% Comments 2 wks Mon 4/11/22 Fri 4/22/22 78 Prepare 90% PS&E (Bridge and Roadway)8 wks Mon 4/25/22 Fri 6/17/22 79 80 Task 9.8 - Second (90%) PS&E Submittal 0 wks Fri 6/17/22 Fri 6/17/22 81 82 Agency Review of 90% PS&E 6 wks Mon 6/20/22 Fri 7/29/22 83 City of Palo Alto 4 wks Mon 6/20/22 Fri 7/15/22 84 City of East Palo Alto 4 wks Mon 6/20/22 Fri 7/15/22 85 Valley Water 4 wks Mon 6/20/22 Fri 7/15/22 86 Caltrans 6 wks Mon 6/20/22 Fri 7/29/22 87 88 Task 9.9 - Third (100%) PS&E Submittal 8 wks Mon 8/1/22 Fri 9/23/22 89 Response to 90% Comments 2 wks Mon 8/1/22 Fri 8/12/22 90 Prepare 100% PS&E 6 wks Mon 8/15/22 Fri 9/23/22 91 92 Final PS&E Submittal 0 wks Fri 9/23/22 Fri 9/23/22 93 94 City Building Permit Application Submittal 4 wks Mon 6/20/22 Fri 7/15/22 95 Response to 90% Comments 2 wks Mon 6/20/22 Fri 7/1/22 96 City Building Permit Resubmittal 2 wks Mon 7/4/22 Fri 7/15/22 97 98 Task 10 - Regulatory Agency Permitting 42 wks Mon 11/22/21 Fri 9/9/22 99 Prepare Permit Application 12 wks Mon 11/22/21 Fri 2/11/22 100 Regulatory Agency Permitting 28 wks Mon 2/28/22 Fri 9/9/22 101 102 Phase 3 - Bidding & Construction Support 60 wks Mon 11/7/22 Fri 12/29/23 103 Task 11 - Bid Assistance & Construction Support 60 wks Mon 11/7/22 Fri 12/29/23 104 Task 11.1 - Construction Bid Assistance 5 wks Mon 11/7/22 Fri 12/9/22 105 Task 11.2 - Construction Support 42 wks Mon 3/13/23 Fri 12/29/23 7/1 9/10 11/5 2/25 6/17 9/23 B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B April May June July August September October November December January February March April May June July August September October November December January February March April May June July August September October November December Janu Task Split Milestone Summary Project Summary External Tasks External MileTask Inactive Task Inactive Milestone Inactive Summary Manual Task Duration-only Manual Summary Rollup Manual Summary Start-only Finish-only Progress Split ATTACHMENT 1 TO EXHIBIT "B" AMENDMENT NO. 4 SCHEDULE OF PERFORMANCE Preliminary Project Schedule Page 1 Project: 20210510_Newell Schedule.m Date: Thu 6/3/21 Page 30 of 34 DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 I ,.., :---...._ • 0 Q ¥4-&4-Mi&&--%-&¼ii&M [ ] wwJ+aww&&@@@@-w EXHIBIT "C-4" COMPENSATION, AMENDMENT NO. 4 The CITY agrees to compensate the CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as Exhibit C- 1 up to the not to exceed budget amount for each task set forth below. The compensation to be paid to CONSULTANT under this Agreement for all Services to be performed as described in Exhibit “A-3”, and reimbursable expenses (here, $6,500 for Direct Costs per the budget schedule below), shall not exceed $504,661. CONSULTANT agrees to complete all such Services, including any reimbursable expenses (here, Direct Costs), within this amount. In the event CITY authorizes any Additional Services, the maximum compensation shall not exceed $527,146. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s project manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for the Services, including any reimbursable expenses (here, Direct Costs), does not exceed $504,661 and the total compensation for Additional Services does not exceed $22,485. (Exhibit C-4 is continued on the next page.) Page 31 of 34 DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 BUDGET SCHEDULE NOT TO EXCEED AMOUNTS TASK # TASK DESCRIPTION 6D Request (Work Completed) 6D Request (Final PS&E) 6D Request (Final PS&E Rate Escalation) Additional Services Funds Approved in 6D New Contract Fee After 6D Request Phase I - Preliminary Engineering 1 Project Management 1.1 Project Management $66,800 $30,000 $20,200 $117,000 1.2 Meetings $15,000 $10,000 $5,500 $30,500 1.3 Quality Assurance / Quality Control $1,500 $1,500 1.4 Project Schedule $4,000 $4,000 $900 $8,900 Subtotal - Task 1 $85,800 $44,000 $28,100 $157,900 3 Utility Coordination 3.0 Utility Coordination $900 $900 Subtotal - Task 3 $0 $0 $900 $900 4 Environmental Clearance Documents 4.2 Prepare Admin Draft and Draft I.S. $9,322 $9,322 4.6 Project Mgmt and Mtgs. $17,539 $17,539 Subtotal - Task 4 $26,861 $0 $0 $26,861 5 Survey and Base Mapping 5.3 Acquisition Plats and Legal Descriptions $900 $900 Subtotal - Task 5 $0 $0 $900 $900 6 Location Hydraulic Study/Bridge Hydraulic Report 6.2 Location Hydraulics Study $15,000 $15,000 6.3 Bridge Hydraulic Report $900 $900 Subtotal - Task 6 $15,000 $0 $900 $15,900 10 Preliminary Engineering and Type Selection 8.1 Preliminary Engineering & Bridge Type Selection Report $11,000 $20,000 $10,200 $41,200 8.3 35% Preliminary Plans and Estimate $35,000 $4,000 $39,000 Subtotal - Task 8 $11,000 $55,000 $14,200 $80,200 Phase I -Preliminary Engineer’g -Subtotals $138,661 $99,000 $45,000 $282,661 (Continued on the next page.) Page 32 of 34 DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 Phase II - Final Design & Permitting 9 Final Design & PS&E Development 9.1 65% Bridge / Structural Design $10,600 $10,600 9.2 Roadway Design $3,800 $3,800 9.3 Traffic Control/Construction Staging Plans $2,120 $2,120 9.4 65% Plans, Special Provisions, & Construction Cost Estimate Preparation $6,300 $6,300 9.5 First (65%) PS&E Submittal $1,400 $1,400 9.6 Independent Design Check $4,630 $4,630 9.7 Response to Review Comments / 90% PS&E Submittal $4,300 $4,300 9.8 Second (90%) PS&E Submittal $4,800 $4,800 9.9 Third (100%) PS&E Submittal $3,200 $3,200 9.10 Landscape Architectural Final PS&E Design (Callander) $0 Subtotal - Task 9 $0 $0 $41,150 $41,150 10 Regulatory Agency Permitting Regulatory Agency Permitting (ICF) $0 $11,314 $11,314 Subtotal - Task 10 $0 $0 $11,314 $11,314 Phase II -Final Design &Permitting -Subtotals $0 $0 $52,464 $52,464 Phase III - Bidding & Construction Support 11 Construction Bid Assistance 11.1 Bidding Assistance $0 11.2 Construction Support Services $100,000 $100,000 11.3 Pre-construction Survey / Minimization & Mitigation Measures $60,000 $3,036 $63,036 Phase III -Bidding &Constr Support -Subtotal $160,000 $3,036 $163,036 Phases I – III Services - Subtotal $498,161 Direct Costs (treated as Reimbursable Expenses) $6,500 $6,500 Subtotal Phase I-III Services and Direct Costs $504,661 Additional Services $22,485 $22,485 TOTAL NOT-TO-EXCEED AMOUNTS $138,661 $259,000 $107,000 $22,485 $527,146 REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: Page 33 of 34 DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $500 shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s project manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. COMPENSATION, NOT-TO-EXCEED AMOUNTS AND TOTALS: ORIGINAL CONTRACT AND AMENDMENTS 1 THROUGH 4 Services (aka Basic Services) and Reimbursable Expenses* Additional Services Maximum Not-to-exceed Amount Original Contract $471,977 $47,200 $519,177 Amendment No.1 $151,929 $15,071 $167,000 Amendment No.2 $607,730 $60,270 $668,000 Amendment No.3 -- -- -- Amendment No.4 $504,661* $22,485 $527,146 Original Contract and Amdts 1-4 $1,736,297 $145,026 $1,881,323 *Direct Costs ($6,500) in Amendment No. 4, Exhibit “C-4” are treated as Reimbursable Expenses. Page 34 of 34 DocuSign Envelope ID: 222E82F6-9EA2-4D9A-B098-89F58166C758 Attachment B COOPERATION AGREEMENT BETWEEN THE CITY OF EAST PALO ALTO AND THE CITY OF PALO ALTO REGARDING THE NEWELL ROAD BRIDGE REPLACEMENT PROJECT OVERPASS REPAIR, PROJECT# PE-12011 This Cooperation Agreement (this "Agreement") is dated for identification the /1-".!! day of Jhlt.M,,,f ,202-. and is made by and between the CITY OF EAST PALO ALTO, a California municipal corporation (hereinafter "EAST PALO ALTO"), and the CITY OF PALO ALTO, a California Charter City and municipal corporation, whose address is 250 Hamilton Avenue, Palo Alto, California, 94301 (hereinafter "PALO ALTO"). RECITALS WHEREAS, the Newell Road bridge spans the San Francisquito Creek that borders EAST PALO ALTO and PALO ALTO, allowing vehicles, bicycles and pedestrians passage between the two cities; WHEREAS, PALO ALTO is planning to replace the existing Newell Road bridge for the benefit of EAST PALO ALTO and PALO ALTO as a portion of the bridge is located in each jurisdiction; and WHEREAS, both EAST PALO ALTO and PALO ALTO will benefit from the replacement of the Newell Road bridge; and WHEREAS, replacement of the Newell Road Bridge will require additional permanent improvements within EAST PALO ALTO and PALO ALTO to accommodate the new wider and elevated bridge; and WHEREAS, replacement of the Newell Road Bridge is required to complete additional improvements along San Francisquito Creek and upstream of the bridge in order to reduce the flood risks in EAST PALO ALTO and PALO ALTO; and WHEREAS, Federal funding is available for a significant portion of the actual construction cost of replacing the Newell Road bridge; and WHEREAS, the Federal funding is contingent upon local matching funds from Santa Clara Valley Water District (Valley Water); and WHEREAS, EAST PALO ALTO and PALO ALTO are mutually interested in the project to replace Newell Road Bridge (the "Project" as defined below) since the existing bridge is not wide enough to include sidewalks or wide enough for two 10-foot wide travel lanes and it constrains the creek flows that can pass under the bridge as it serves both communities; NOW, THEREFORE, the parties agree as follows: 1. Scope of Agreement. This Agreement is intended to set forth the general terms and conditions for improvements to the Newell Road Bridge Replacement, Project No. PE-12011 (the "Project"), as well as the responsibilities of each party with respect to funding, design, bidding process, construction, construction management, construction implementation and maintenance for the Project. Page 1 of 7 2. Funding. a. Caltrans Grant. The California Department of Transportation ("Caltrans") has authorized Federal Highway Bridge Program funding for the construction of the Project. 3. Term of the Agreement. This Agreement shall be effective upon full execution and shall continue in full force and effect until terminated in accordance with Section G(f) (Termination) of this Agreement. 4. Obligations of the Parties. a. PALO ALTO shall: (1) Conduct competitive solicitation processes and provide and manage funding for the Project in accordance with State and local laws. (2) Enter into and manage contract(s) with the contractor(s) and consultant(s) needed to implement the Project on behalf of EAST PALO ALTO and PALO ALTO. (3) Notify residents of the impending Project work to be done, if necessary. (4) Provide all necessary engineering, inspection and administrative services in connection with the Project. (5) Permit EAST PALO ALTO to inspect the Project work if EAST PALO ALTO so requests. (6) Be responsible for all grant reporting, processing all invoices, billing and compliance requirements. (7) Require the Contractor to list EAST PALO ALTO as an additional insured on its General Liability and Automobile Liability insurance. (8) Provide a contact person to East Palo Alto for Project coordination prior to and during construction. (9) Provide other cooperation as reasonably necessary to implement the Project . b. EAST PALO ALTO shall: (1) Provide notice and outreach to stakeholders such as and without limitation Council, City Manager, Boards and Commissions and Departments. (2) Provide no-cost permits, such as and without limitation Encroachment Permit, Tree Trimming and Building Permits, in relation to the Project on the EAST PALO ALTO side. Page 2 of 7 (3) Review and approve the Traffic Control Plans and Logistics Plans prepared by the Contractor and used within City of East Palo Alto. (4) Provide a contact person to PALO ALTO for Project coordination prior to and during construction including coordination of any inspections that may be required. (5) Provide other cooperation as reasonably necessary to implement the Project. 5. Hold Harmless. Pursuant to Government Code Section 895.4, EAST PALO ALTO and PALO ALTO shall fully indemnify and hold each other's city, its officers, employees and agents harmless from any damage or liability imposed for injury (as defined by Government Code Section 810.8) occurring by the recent negligent acts or omissions or willfulness conducted by the indemnifying party, its officers, employees or agents under or in connection with any work, authority or jurisdiction delegated to such party under this Agreement. No party, nor any officer, employee or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of the other parties hereto, their officers, employees or agents, under or in connection with any work, authority or jurisdiction delegated to such other parties under this Agreement. 6. Miscellaneous Provisions. a. Access to Public Right-of-Way. Both parties agree to provide access to the public right-of- way for purposes of construction and construction management of the Project. The parties shall enter into any encroachment agreements as may be necessary for that purpose. b. Construction Equipment and Parking. The parties agree to make space available in their respective jurisdictions for the construction contractor(s) equipment and parking during the construction and construction management phases of the Project. c. Future Maintenance. The parties acknowledge and agree that the maintenance of the bridge is the shared responsibility of the parties, with each party responsible for those parts of the bridge, appurtenances, landscaping, retaining walls, utilities, and improvements located within its jurisdiction. The parties will enter into a separate maintenance agreement detailing the maintenance roles and responsibilities of the parties in greater detail. d. Public Awareness. The parties will cooperate in the planning and implementation of groundbreaking, ribbon cutting ceremonies and other such public awareness/participation events and initiatives ofthe parties in relation to the Project. e. Meetings. The parties will provide notice in advance of any meetings (for example, City Council or commission meetings) that a party requests the other party to attend and of the nature of the requested participation. Page 3 of 7 f. Termination. (1) In the event that Caltrans or Valley Water do not provide funding at the level anticipated by the parties for the Project, PALO ALTO may elect to terminate this Agreement by providing written notice of termination to EAST PALO ALTO within sixty (60) days. (2) In the case of a force majeure event, PALO ALTO may terminate this Agreement upon ten (10) days' notice to EAST PALO ALTO. As used herein, "force majeure event" means any matter or condition beyond the reasonable control of PALO ALTO, including war, public emergency or calamity, fire, earthquake, extraordinary inclement weather, Acts of God, strikes, labor disturbances or actions, civil disturbances or riots, litigation brought by third parties against PALO ALTO, or any act of a superior governmental authority or court order which delays or prevents PALO ALTO from performing its obligations or administering construction of the Project under Section 4 (Obligations of the Parties) of this Agreement. (3) The parties may terminate this Agreement in a writing signed by the authorized representatives of the parties provided that (i) the Project is complete (as demonstrated by the filing by PALO ALTO of a Notice of Completion with the two counties the Project is located in) and (ii) the parties have executed a maintenance agreement as detailed in Section 6(c) (Future Maintenance). g. Claims. Claims arising out of actions subject to this Agreement shall be administered by the city with jurisdiction over the geographic area in which the claim arose. h. Prohibition Against Assignment. Neither party may assign or transfer any right, claim or interest it may have in this Agreement, and any such assignment shall be void. i. Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing and may be delivered by (a) certified mail, return receipt requested to a party's principal place of business as forth below in this Notices section, (b) hand delivered, (c) facsimile with receipt of a "Transmission Confirmed" acknowledgment, (d) e-mail, or (e) delivery by a reputable overnight carrier service. In the case of delivery by facsimile or e-mail, the notice must be followed by a copy of the notice being delivered by a means provided in (a), (b) or (e). The notice will be deemed given on the day the notice is received. Notices shall be addressed to the respective parties as follows: Public Works Department Attention: Director of Public Works City of Palo Alto 250 Hamilton Avenue, Sixth Floor Palo Alto, CA 94301 Page 4 of 7 Public Works Department Attention: Public Works Director City of East Palo Alto 2415 University Avenue East Palo Alto, CA 94303 or to such other address as any party may designate by written notice in accordance with this section. A copy of any notice of a legal nature, including, but not limited to, any claims against either party, its officers or employees shall also be served in the manner specified above to the following addresses: City Attorney City of Palo Alto 250 Hamilton Avenue, Eighth Floor Palo Alto, CA 94301 City Attorney City of East Palo Alto 2415 University Avenue East Palo Alto, CA 94303 j. Attorney's Fees. In the event either party breaches any of the terms, covenants or provisions of this Agreement, and the other party commences litigation to enforce any provisions of this Agreement, the cost of attorney's fees and the attendant expenses will be payable to the prevailing party by-the non-prevailing party upon demand. k. Successors and Assigns. The terms of this Agreement shall be binding and insure to the benefit of the parties hereto and their successors and assigns. I. Governing Law. The parties agree that the law governing this Agreement shall be that of the State of California. m. Venue. In the event that suit shall be brought by either party hereunder, the parties agree that trial of such action shall be exclusively vested in a state courts of either the County of Santa Clara, or the County of San Mateo or where otherwise appropriate, exclusively in the United States Court, Northern District of California. n. Headings. The headings of the sections and subsections of this Agreement are inserted for convenience only. They do not constitute a part of this Agreement and shall not be used in its construction. o. Waiver. The waiver by any party to this Agreement of a breach of any provision of this Agreement shall not be deemed a continuing waiver or a waiver of any subsequent breach of that or any other provision of this Agreement. Page 5 of 7 p. Severability. If any term, covenant, condition or prov1s1on of this Agreement, or the application th~reof to, any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, covenants, conditions or provisions of this Agreement, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. q. Amendment. This Agreement may only be amended in writing and signed by the authorized representatives of both parties and approved as required under applicable law. r. Entire Agreement. This Agreement, including all exhibits referenced herein and attached hereto, contains the entire understanding between the parties with respect to the subject matter herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. There are no representations, agreements or understandings (whether oral or written) between or among the parties relating to the subject matter of this Agreement which are not fully expressed herein. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) Page 6 of 7 Party Signatures to the Agreement IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates set forth below, effective as of the date of full execution. CITY OF PALO ALTO DATED: JAI.w,w, Jit, , 2020 By: Ed Shikada City Manager DATED: e-lea> . 2.2 , 2020 CITY OF EAST PALO ALTO DATED: APPROVED AS TO FORM: MOLLY S. STUMP CITY ATTORNEY Cassiie Coleman Assistant City Attorney 1.0 2020 By: DATED: Q'bP?r , 2020 JaimyM, Fontes City Manager APPROVED AS TO FORM: RAFAEL E. ALVARADO, JR. CITY ATTORNEY Page 7 of 7 City of Palo Alto (ID # 12354) City Council Staff Report Report Type: Action Items Meeting Date: 6/22/2021 City of Palo Alto Page 1 Summary Title: Rescinding or continuing Local Emergency; Re -opening Downtown Streets Title: Consideration of Rescinding the City’s Local Emergency Proclamation; Adopt an Emergency Ordinance to Continue the Uplift Local Encroachment Permit Program, Includin g Temporary Parklets; Discuss and Provide Direction on Street Closures Under the Uplift Local Streets Program From: City Manager Lead Department: City Manager Recommendation Staff recommends the City Council: 1. Consider whether to continue or rescind the City’s Local Emergency Proclamation; a) if the Local Emergency Proclamation is rescinded, staff recommend Council adopt the attached emergency ordinance to continue the Uplift Local encroachment permit program including the Temporary Pilot Parklet Program. 2. Discuss and provide direction to staff on street closures under the Uplift Local Streets Program. City of Palo Alto Page 2 Background City’s Local Emergency Proclamation On March 12, 2020, the City Manager, under his statutory authority as the City’s Director of Emergency Services, declared a local emergency pursuant to PAMC § 2.12.050 et seq. due to the worldwide COVID-19 pandemic coming to the Bay Area. The City Council ratified the local emergency on March 16, 2020 (City Manager's Report (CMR) #11192, minutes). The declaration allows the City to provide and request mutual aid from state and other governmental agencies consistent with the provisions of local ordinances, resolutions, emergency plans, and agreements; promulgate orders and regulations; and exercise emergency police powers necessary to provide for protection of life and property. The City Council extended the local emergency on June 23, 2020 (See Resolution 9907), and since then the local emergency has been extended by the terms of the state’s Proclamation of a State of Emergency. Throughout the pandemic, the County of Santa Clara and the State of California have taken the lead in managing the response to the pandemic, including regulating business activities, the use of face coverings, social and business gatherings, remote work, and many other aspects of daily life. Uplift Local Encroachment Permits including Temporary Pilot Parklet Program On June 1, 2020, the Santa Clara County Health Officer issued an order e ffective June 5, 2020 authorizing outdoor dining, with the implementation of and adherence to specified public health protocols. On June 8, 2020, City Council held a study session to discuss how the City might facilitate and enhance opportunities for outdoor dining and outdoor retail throughout the City of Palo Alto. On June 23, 2020, the City Council adopted Ordinance 5500, which allows the City to issue encroachment permits, which include permits for dining and retail uses on the sidewalk, closed streets, parklets, and those using public surface parking lots. At the same time, the City Council approved Resolution 9909, which provided additional implementation guidelines for the pilot parklet program. On June 7, 2021, the City Council approved, on first read, a replacement ordinance to extend the Uplift Local Encroachment Permits, including the pilot parklet program, to December 31, 2021, even if the local emergency ends. (CMR #12302). The replacement ordinance requires two readings and 31 days to become effective. The second reading of the replacement ordinance is scheduled for June 21, 2021. Street Closures under the Uplift Local Streets Program Resolution 9909 also gave the City Manager the temporary authority to close University Avenue and California Avenue to provide additional space for outdoor dining, retail, and other uses. The Resolution also provided the discretion to include certain side streets. Council has extended this authority several times, and most recently the City Council voted to extend this authority to October 31, 2021 (CMR #12241, minutes, Resolution). City of Palo Alto Page 3 Discussion Included in this report are two core areas for City Council consideration and direction to staff: 1) the City’s Local Emergency Proclamation and 2) Street closures under the Uplift Local Streets Program. The Local Emergency Proclamation provides authority for certain programs currently implemented to respond to the impacts of the pandemic, therefore staff has outlined those programs, the impacts of rescinding, and potential paths forward for the Council’s consideration. For example: • On June 7, 2021, the City Council approved, on first read, a replacement ordinance to continue the Uplift Local encroachment permit program even if the local emergency is rescinded. • While the City Manager has the authority to keep the streets closed through October 2021, staff has provided options for Council consideration seeking to strike a balance between increased traffic, reduced restrictions allowing more indoor activities, and maximizing activation of public space where possible through parklets. City’s Local Emergency Proclamation At the time of this report’s publication, the state has indicated the color-coded tier system will end on June 15, 2021. It is not yet clear if the end of the tier -system will coincide with the end of California’s broader declaration of a state of emergency.1 In any case, staff has brought this item forward for to allow the Council to revisit the City’s own local emergency and whether it, and the City’s temporary programs designed to mitigate the effects of the pandemic, should end. Under the provisions of Resolution 9907 and the State’s Proclamation of a State of Emergency, it is the Council’s decision whether to rescind or continue the local emergency. The City Council could: 1. Rescind the local emergency immediately; 2. Rescind the local emergency later this summer, either on a date certain or if certain metrics are reached. The Council can give the City Manager authority to execute the rescission in this case; or 3. Allow the local emergency to continue if the Council finds that current conditions warrant it. In reviewing whether the Local Emergency should be rescinded, whether now or in the future, there are several programs connected to the local emergency that could be impacted. The following table summarizes these areas and the impacts of rescinding as well as options for continuation or sunset of these programs. Following the summary table is more detailed description of the programs and impacts. 1 Certain rules and expectations have been clearly communicated by the State, such as the end of the tier syst em formally known as “Blueprint for a Safer Economy.” Some items, however, remain unclear. For example, the state has given an indication whether the executive order that allows virtual meetings in lieu of the Brown Act’s regular requirements will continue for some time, however, an end date has not been provided.. City of Palo Alto Page 4 SUMMARY OF IMPACTS IF LOCAL EMERGENCY IS RESCINDED OR CONTINUED AREAS IMPACTED IF LOCAL EMERGENCY IS RESCINDED IF LOCAL EMERGENCY IS CONTINUED Emergency Rule Making and Purchasing Authority City Manager’s emergency authority would cease upon the end of state’s state of emergency. City Manager’s emergency authority would continue until local emergency is rescinded or state’s state of emergency ends, whichever is later. Local Moratorium on Residential Evictions No change; state’s anti-eviction law already preempts local and County ordinances and protections will end June 30, 2021. No change; state’s anti-eviction law already preempts local and County ordinances and protections will end June 30, 2021. Uplift Local Encroachment Permits If Local Emergency is rescinded, the existing ordinance authorizing this program will end. The attached emergency ordinance will need to be adopted to allow program to continue uninterrupted until the replacement ordinance first read on June 7 can become effective at the end of July, 2021. (This emergency ordinance authorizing encroachment permits does not include any action on street closures, which are addressed later in this table). Program will continue until December 31, 2021 under replacement ordinance approved on first reading on June 7, 2021. Building and Planning Permit Extensions Entitlements and permits will expire 180 days after end of Local Emergency or be extended for 180 days if they were scheduled to expire after the end of the Local Emergency. If Council decides to rescind the local emergency, it will trigger the 180 day extension period on these permits and encroachments. Entitlements and permits will continue to be extended until the end of the Local Emergency, and then will expire or be extended as described at left. Uplift Local Street Closures The street closures do not automatically end if the local emergency is rescinded. The City Manager retains the authority to close certain streets to motorized vehicles until October 31, 2021 or open the streets at any time sooner than that. The City Manager retains the authority to close certain streets to motorized vehicles until October 31, 2021 or open the streets at any time sooner than that. City of Palo Alto Page 5 City Manager Has Emergency Rule Making and Purchasing Authority During Local Emer gency When a local emergency is declared under PAMC Section 2.12.050, the City Manager becomes the Director of Emergency Services, who has special powers to issue rules and regulations to protect life and property as affected by the emergency. The Director may also obtain vital supplies, equipment, and other materials necessary for the protection of life and property outside of regular purchasing laws and procedures. However, such powers also exist when the State of California declares a “state of emergency” under state law. If the Council rescinds the local emergency, the City Manager’s emergency authority would cease upon the end of either the local or state emergency, whichever ends later. (See PAMC § 2.12.060). Staff does not foresee need for this authority to manage the current state of the pandemic. Local Moratorium on Residential Evictions Related to COVID-19 Already Preempted by State Law In March 2020 at the outset of the pandemic, the City Council adopted an emergency ordinance and regular ordinance to prohibit residential evictions due to tenant hardships caused by COVID-19 (CMR #11206, minutes). Landlords are prohibited from filing an unlawful detainer action or otherwise evict qualifying tenants who can demonstrate a substantial loss of income due to COVID-19. The ordinance was designed so that upon the termination of the local emergency, tenants have 120 days to pay their Landlord all unpaid rent . State law, however, has preempted local residential anti-eviction ordinances including the City’s and the County’s. Under AB 3088 and SB 91, COVID-19 related anti-eviction and deferred rent protections last until June 30, 2021. Due to state law provisions preempting local anti-eviction ordinances, continuing the local emergency will not extend protections for tenants. It is currently unclear as to whether the state legislature will extend these protections past June 30, 2021. The Board of Supervisors for the County of Santa Clara is scheduled to review options to extend tenant protections at their meeting on June 22, 2021. Staff anticipates providing an update on the outcome of that Board of Supervisors discussion as part of the presentation of this item if available. Blanket Building and Planning Permit Extensions Due to COVID -19 In May, 2020, the City Council adopted an ordinance extending planning entitlements, building permits, and applications while the County’s “shelter in place” orders were in existence (CMR #11249, minutes). It is not clear, however, how long the County’s pandemic-related orders will be in place. On May 24, 2021, the City Council decided to clarify that these entitlements and permits will expire 180 days after the end of the local emergency, or be extended for 180 days if the entitlement or the permit was scheduled to expire after the end of the local emergency (CMR #12276, minutes). If Council decides to rescind the local emergency, it will trigger the 180-day extension period on these permits and encroachments. City of Palo Alto Page 6 Uplift Local Encroachment Permits, Including Temporary Pilot Parklet Program Ordinance 5500, which authorized the Uplift Local encroachment permits, was originally scheduled to end with the end of local emergency. The Uplift Local encroachment permits include all permits for dining and retail uses on the sidewalk, closed streets, parklets, and those using public surface parking lots, with the exception of sidewalk dining permits that were in effect prior to the pandemic. On June 7, 2021, the City Council approved, on first read, a replacement ordinance to continue the Uplift Local encroachment permit program even if the local emergency is rescinded. However, assuming the replacement ordinance is passes second reading (scheduled for June 21, 2021), it will not be effective until July 22, 2021. (CMR #12302). Should the City Council direct the City Manager to end the local emergency before the replacement ordinance becomes effective, staff recommend that the City Council adopt the attached emergency ordinance upon 4/5ths vote to ensure there is no interruption in the program and permittees may continue their outdoor operations. It should be noted that the replacement ordinance and the emergency ordinance take no action on continuing or ending the street closures of University Avenue or California Avenue, but merely allow for the issuance of encroachment permits on streets if the streets are closed. (The operative legislation authorizing street closures is Resolution 9099; see separate discussion below). Street Closures under the Uplift Local Streets Program Staff seek Council direction regarding the Uplift Local Streets program, which gives authority to the City Manager to close certain portions of University Avenue, California Avenue, and certain intersecting streets. This program was first authorized in June 2020 by Resolution 9909 and extended by subsequent resolutions. Currently, the City Manager has been given the authority to close these streets to motorized vehicles until October 31, 2021, but may open the streets at any time sooner than that. (See Section 2 of Resolution 9954). If the local emergency ends, the temporary street closures do not automatically end with it. However, as the pandemic becomes more under control and indoor activities become permitted again, Council may evaluate whether the street closures are still needed for their original purpose. (Any longer-term closures of public roads must follow a specific process governed by state law. The process includes study and analysis—including compliance with the California Environmental Quality Act (CEQA)—that cannot be performed rapidly.) University Avenue and Ramona Street In light of this, and anticipating that the City may end the local state of emergency, in mid-May staff proposed and discussed a street re-opening schedule with local business owners. This has provided an opportunity for community members to consider and weigh in on the proposed schedule prior to Council consideration. Staff has proposed re-opening University Avenue and Ramona Street to traffic on July 6, 2021. This provides time for businesses who are using the street to make adjustments and ends the program after the July 4th holiday weekend. Specifically, encroachment permits using the closed streets would expire at noon on July 6, City of Palo Alto Page 7 2021. By that time, all items must be removed from the roadway. On the morning of July 7, 2021, the streets would re-open to motorized vehicles. Next steps for University Avenue would then focus on longer-term plans for downtown activation, including design and stakeholder engagement on streetscape and active use of public spaces. This may include a plan for weekend closure of University Avenue to encourage pedestrian activity. The City Council has allocated $150,000 for this purpose, to include urban design and financial analysis needed to develop concepts that will ultimately require property owner investment for implementation. California Avenue Staff has proposed re-opening California Avenue on September 7, 2021. Like downtow n, the encroachment permits would expire at noon. On September 8, 2021, the street would open to motorized vehicles. The difference in schedule allows businesses the time to obtain temporary pilot parklet permits and construct parklets prior to the re-opening. Businesses on California Avenue have been prohibited from applying for parklet permits due to the unique relationship with the Farmers’ Market. This timeframe also allows the City, Farmers’ Market, and merchants to work together to incorporate parklets and the Farmers’ Market. Upon re-opening, California Avenue will continue the longstanding Sunday closures for the Farmer’s Market. The Farmer’s Market footprint may need to be modified to accommodate parklets, subject to California Avenue businesses securing parklet permits. Expansion of future closures to weekends or additional periods could also be considered, subject to stakeholder interest and engagement. Stakeholder Outreach In anticipation of the City Council discussion on street closures, staff engaged local businesses and residents in several ways as noted in the executive summary of this report. City staff have heard from a number of businesses, property owners, and members of the public regarding the Uplift Local Streets program. Those in favor of continuing the street closure as long as possible (until October 31, 2021 or other) cite the preference for outdoor seating expressed by patrons, the comfort with outdoor seating compared to indoor dining, and the associated employment provided when restaurants are able to seat at full capacity. Many residents, in current and previous communications, expressed enjoying the openness of the streets, freedom from worrying about vehicles, and enjoying the pleasant weather and atmosphere. Many restaurateurs described feeling taken aback by the July 6 and September 7 proposed timelines, adding to the constantly and rapidly evolving contours of recovery and re -opening. While the Council’s actions in April gave authority to the City Manager to continue the closures through October 31, 2021, many took that to mean the closure would be in place that entire City of Palo Alto Page 8 duration. This has caused some consternation. This perspective is not shared by all restauranteurs, with several located outside the street closures supporting re-opening. Those in favor of re-opening the streets cite the negative impact the closures have on their businesses. In particular, retail-based businesses describe the closure as depressing their retail sales by decreasing foot traffic, that many visitors walk in the street instead of the sidewalk, and that the closures keep away customers who prefer close parking and/or would otherwise be inspired to drop-in after driving by. Some retailers compared the slow rebound in sales in Palo Alto to other neighboring communities. B8ta, for example, cited other Bay Area stores where sales are increasing; they note Palo Alto’s sales are declining. They suggest the street closure is the primary factor leading to the differing trends. Mollie Stone’s, one of Palo Alto’s full-service grocery stores, has also expressed that the closure of California Avenue is significantly impacting their business relative to their other locations. Next Steps for Street Closures Staff request Council give staff direction on whether the streets should be opened before the scheduled end of the program on October 31, 2021. The Council may consider several dimensions in deliberating and ultimately deciding how to use the public streets. The Council may consider the economic impact on local businesses. Continuing the street closures helps some businesses possibly at the expense of other businesses. The closed streets are very popular with local residents and continuing the program may encourage continued outdoor dining and boost overal l visits to these streets. If, however, these visits do not translate into retail sales, retailers will continue to be challenged to recover. Lastly, the Council may consider how to continue Palo Alto’s competitiveness compared to other local cities. Many local governments are grappling with decisions regarding outdoor dining and parklets. Many cities are still deciding. At the time of this report many have not definitely determined their futures. Some have extended programs through the summer, some are exploring permanent parklets, and others are contemplating extending temporary parklets. Resource Impact Although the discussion of street closures under the Uplift Local Streets Program and the consideration of continuing or rescinding the City’s Local E mergency Proclamation has no direct resource impact in terms of budgetary appropriations, the holistic resource impact will be dependent on the direction given by the City Council. Staff will analyze resource impacts necessitated by City Council direction on this item. Should additional budgetary authority be needed staff will return to City Council for the allocation and appropriation of funds as necessary. City of Palo Alto Page 9 Environmental Impact Rescinding the local emergency in itself is not a “project” under CEQA and doe s not require environmental review. The attached emergency ordinance is categorically exempt from CEQA under CEQA Guidelines Sections 15301 (existing facilities) and 15304 (minor temporary use of land having negligible or no permanent effects on the enviro nment). Resuming vehicular traffic on University Avenue, California Avenue, and the adjacent streets is categorically exempt under CEQA Guidelines Section 15301 (existing facilities). Attachments: • Attachment A - Proposed order ending the local emergency • Attachment B - Emergency Ordinance Temporarily Continuing the Expansion of Outdoor Dining, Retail & Other Activities on Public & Private Property *NOT YET APPROVED* Page 1 of 1 AN ORDER BY THE DIRECTOR OF EMERGENCY SERVICES OF THE CITY OF PALO ALTO ENDING THE PROCLAMATION OF LOCAL EMERGENCY The Director of Emergency Services does hereby find the following: 1. On March 4, 2020, the Governor of the State of California proclaimed a state of emergency due to the COVID-19 outbreak; 2. On March 12, 2020, the City Manager, serving as the Director of Emergency Services pursuant to PAMC § 2.12.050, issued a Proclamation of Local Emergency regarding the presence and community spread of the COVID-19 pandemic. On March 16, 2020, the City Council ratified the Proclamation of Local Emergency; 3. The City’s Proclamation of Local Emergency has been extended by the Governor’s Proclamation of a State of Emergency in lieu of the 60-day renewal requirement in Gov. Code § 8630(c), and remains in effect until terminated by the local governing authority. (See Section 8. in the Governor’s Proclamation of a State of Emergency, dated March 4, 2020); 4. Throughout the pandemic, the County of Santa Clara and State of California took the lead in managing the pandemic through health orders, executive orders, and the state’s color- coded tier system of restrictions known as the Blueprint for a Safer Economy, among other measures; 5. As public health metrics improve, the state plans to end the Blueprint for a Safer Economy restrictions statewide on or about June 15, 2021; 6. The Proclamation of Local Emergency is no longer needed for the City to manage the remaining effects of the pandemic; and 7. The City Council of the City of Palo Alto approved the termination of the local emergency on June 22, 2021. NOW, THEREFORE, IT IS HEREBY ORDERED that the Proclamation of Local Emergency, originally declared on March 12, 2020, is hereby terminated, effective on the date below. Dated: By: Edward Shikada City Manager Director of Emergency Services *NOT YET APPROVED* 0234_20210608_ts24 1 Ordinance No. _____ Emergency Ordinance of the Council of the City of Palo Alto Temporarily Continuing the Expansion of Outdoor Dining, Retail and Other Activities on Public and Private Property and Relaxing Regulations Regarding Onsite Parking, On-Sale of Alcohol, Design/Architectural Review, Permit Fees, and Alcohol Consumption in Public Places, All to Facilitate Such Outdoor Use The Council of the City of Palo Alto ORDAINS as follows: SECTION 1. Findings and Declarations. The City Council finds and declares as follows: A. On June 23, 2020, the City Council adopted Ordinance 5500, an emergency ordinance, in response to COVID-19 and its effects on local businesses. At that time and since then, county and state regulations related to COVID-19 have limited or curtailed many indoor activities, including dining, bars, retail, performances, and other recreational uses. B. Ordinance 5500 will sunset at the same time the City’s declaration of local emergency due to COVID-19 is rescinded. (See section 14 of Ordinance 5500). C. On June 7, 2021, the City Council approved on first read a replacement ordinance to Ordinance 5500. Should that ordinance be adopted on second read, the earliest effective date is July 22, 2021. The replacement ordinance continues the substantive provisions of Ordinance 5500 on a non-emergency basis. D. The City Council intends for the local emergency to be rescinded before the replacement ordinance becomes effective. E. Through this emergency ordinance, the City Council intends that the provisions of the replacement ordinance be effective immediately so that the encroachment permits and other provisions authorized by the replacement ordinance can continue without interruption. F. The City Council declares that this emergency ordinance is necessary as an emergency measure to preserve the public peace, health or safety in order to ensure that the outdoor programs in this ordinance are not interrupted and allow for the City to continue to provide outdoor dining, retail, and other activities while businesses and the general public adjust to the current state of the COVID-19 pandemic. // // *NOT YET APPROVED* 0234_20210608_ts24 2 SECTION 2. City Manager Authorization The City Manager or his or her designee(s) may promulgate guidelines and implementing regulations for the uses and programs described in this Ordinance as long as such regulations do not conflict with this Ordinance. SECTION 3. Fee Waivers for Encroachment Permits and Parking Space Closures A. The permit fees set forth in the Municipal Fee Schedule are temporarily waived for applications for encroachment permits under Palo Alto Municipal Code Section 12.12.010 and Section 12.12.020, as modified by this Ordinance, to place structures and equipment in the public right-of-way (including closed streets and sidewalks) for purposes of outdoor dining and outdoor retail sales and display of wares. B. The parking space closure fee in the Municipal Fee Schedule collected by the Department of Planning and Development Services is temporarily waived for the use of a parking space(s) on-street or in a parking lot for purposes of outdoor dining and outdoor retail sales and display of wares as authorized through an encroachment permit, license, or agreement with the City. SECTION 4. Modified Review Process for Commercial Sidewalk Encroachment Permits Notwithstanding contrary provisions of PAMC Section 12.12.020, permits may be granted for commercial sidewalk encroachments for outdoor retail sales and display areas and outdoor eating areas. Permits for these purposes shall not be required to undergo and complete design review by the Planning Department described in subsection (d) of Section 12.12.020. Except as expressly modified herein, the provisions of Section 12.12.020 shall apply to commercial sidewalk encroachments. SECTION 5. Eating and Drinking Establishments Eating establishments, and drinking establishments may temporarily relocate some or all of their existing indoor seating capacity to outdoor seating capacity, as follows: A. Location. Outdoor eating areas may be placed in one or more of the following areas: 1. Public streets temporarily closed by the City of Palo Alto, through issuance of an encroachment permit under PAMC Section 12.12.010; 2. Sidewalks through issuance of an encroachment permit under PAMC Section 12.12.020, as modified by Section 4 of this Ordinance; *NOT YET APPROVED* 0234_20210608_ts24 3 3. In on-street parking spaces approved for use as temporary parklets, in accordance with the Pilot Parklet Demonstration Project as first approved by Council Resolution No. 9909 and continued by subsequent resolutions; 4. Surface parking lots that currently provide required onsite parking for the eating/drinking establishment, through issuance of an approval by the Director of Planning, or his or her designee, as described in subsections C and D of this Section, below; 5. Other outdoor areas on the eating/drinking establishment site not originally permitted for outdoor seating in the establishment’s approved site plan or planning entitlement (such as landscaped areas), through issuance of an approval by the Director of Planning, or his or her designee, in accordance with subsections C and D of this Section, below; and 6. In other areas that the Council identifies by resolution or ordinance. B. Use of Private Parking Lots – Temporary Reduction of Parking Requirements. 1. Notwithstanding the parking requirements applicable to eating/drinking establishments in Title 18 (Zoning) of the PAMC or in individual planning entitlements or approvals for eating/drinking establishments, an eating/drinking establishment may place outdoor eating areas in its parking lot, so long as at least half of the parking spaces on the subject site remain available for use by vehicles. If the establishment’s parking lot has ten or fewer parking spaces, up to 100 percent of the parking lot may be used for outdoor eating, subject to review and approval of the Planning Director or his or her designee. 2. Notwithstanding the parking requirements applicable to shopping centers and their tenant businesses in Title 18 (Zoning) of the PAMC or in individual planning entitlements or approvals for shopping centers or their tenant businesses, a shopping center with an eating/drinking establishment tenant(s) may place outdoor eating areas for such tenant business(es) in the shopping center parking lot, so long as at least half of the parking spaces on the subject site remain available for use by vehicles. C. Application. An application in a form approved by the Director of Planning shall be submitted to the Planning and Development Services Department to relocate some or all of an eating/drinking establishment’s permitted indoor restaurant seating to outdoor seating in privately-owned areas on the eating/drinking establishment site not originally permitted for outdoor eating. The Director of Planning is authorized to establish submittal requirements and procedures. Temporary Use Permits (TUP) under PAMC Section 18.42.050 may be utilized for this purpose. A TUP issued for this purpose may be valid for a specified period longer than 45 days, notwithstanding subsection (d) of Section *NOT YET APPROVED* 0234_20210608_ts24 4 18.42.050. The Planning Director may extend a TUP issued prior to the effective date of this Ordinance to be valid beyond 45 days. D. Seating Layout Review. A Seating Layout Review is required to relocate some or all of an eating/drinking establishment’s permitted indoor seating to outdoor seating in privately- owned areas on the eating/drinking establishment site not originally permitted for outdoor eating. The Seating Layout Review shall be conducted by a transportation planner, planner, and/or fire inspector who will review and either approve or require modifications to the proposed outdoor seating layout based on the following criteria: 1. Seating layout does not create a safety risk and adequate pedestrian and vehicular separation is maintained, including with movable barriers as appropriate where outdoor seating is to be placed in parking lots or on-street parking spaces. 2. Seating layout accommodates appropriate vehicle and pedestrian circulation and maintains adequate paths of travel and complies with accessibility requirements of the Americans with Disabilities Act. 3. Any tents must comply with fire codes and Palo Alto Fire Department issued standards for tents, and safety standards set forth by the National Fire Protection Association for fire-resistant tents and must include an affixed manufacturer’s label stating the tent meets NFPA requirements. A State Fire Marshal seal on the tent or a certificate is needed to prove treatment. 4. Any heaters must comply with fire codes. 5. An adequate and visible barrier is placed that clearly separates the retail area from the parking area and provides sufficient protection for patrons. Adequacy shall be defined in standards and guidelines issued by the Director of Planning. 6. Other requirements established in the standards and guidelines issued by the Director of Planning. E. Fee. No fee will be charged for submittal and review of the Application and for conducting a Seating Layout Review. F. Occupancy. Total seating occupancy (including all indoor and outdoor seating) shall not exceed the overall occupancy for which the restaurant is permitted. G. Alcohol Service. Establishments that are allowed by the City to serve alcohol for onsite consumption by issuance of a conditional use permit (“CUP”) as required by PAMC Section 18.42.090 or as a legal nonconforming use, and that both have an on-sale license from the Department of Alcoholic Beverage Control (“ABC”) and are duly authorized by ABC to serve alcohol in outdoor areas, shall be allowed to serve alcohol for onsite consumption *NOT YET APPROVED* 0234_20210608_ts24 5 in such outdoor areas, notwithstanding any prohibition on outdoor alcohol service or consumption in the PAMC or planning entitlement issued under Title 18 (Zoning) of the PAMC. During the effective period of this Ordinance, establishments that meet the preceding requirements may expand their footprint to outdoor areas without an amendment of the CUP, notwithstanding PAMC Section 18.42.090(c). Outdoor alcohol service shall be in full compliance with ABC regulations, as amended. H. No Architectural Review. Notwithstanding PAMC Sections 18.77.077 and 18.76.020, architectural review shall not be required for proposed outdoor eating areas or signage related to such areas during the effective period of this Ordinance. SECTION 6. Retail Establishments Retail establishments may temporarily relocate some or all of their existing customer-accessible square footage to outdoor spaces as follows: A. Location. Outdoor retail sales and display areas and outdoor eating areas may be placed in one or more of the following areas: 1. Public streets temporarily closed by the City of Palo Alto, through issuance of an encroachment permit under PAMC Section 12.12.010; 2. Sidewalks through issuance of an encroachment permit under PAMC Section 12.12.020, as modified by Section 4 of this Ordinance; 3. Surface parking lots that currently provide required onsite parking for the retail establishment, through issuance of an approval by the Director of Planning, or his or her designee, as described in subsections C and D of this Section, below; 4. Other outdoor areas on the retail establishment site not originally permitted for retail sales and display or dining in the retail establishment’s approved site plan or planning entitlement (such as landscaped areas), through issuance of an approval by the Director of Planning or his or her designee in accordance with subsections C and D of this Section, below; and 5. In other areas that the Council identifies by resolution or ordinance. B. Use of Private Parking Lots – Temporary Reduction of Parking Requirements. 1. Notwithstanding the parking requirements applicable to retail establishments in Title 18 (Zoning) of the PAMC or in individual planning entitlements or approvals for retail establishments, a retail establishment may conduct outdoor retail sales and display and may place outdoor eating areas in its parking lot, so long as at least half of the parking spaces on the subject site remain available for use by vehicles. If the *NOT YET APPROVED* 0234_20210608_ts24 6 establishment’s parking lot has ten or fewer parking spaces, up to 100 percent of the parking lot may be used for outdoor dining/retail, subject to review and approval of the Planning Director or his or her designee. 2. Notwithstanding the parking requirements applicable to shopping centers and their tenant businesses in Title 18 (Zoning) of the PAMC or in individual planning entitlements or approvals for shopping centers or their tenant businesses, a shopping center with a retail establishment tenant(s) may place outdoor retail sales and display areas and outdoor eating areas for such tenant business(es) in the shopping center parking lot, so long as at least half of the parking spaces on the subject site remain available for use by vehicles. C. Application. An application in a form approved by the Director of Planning shall be submitted to the Planning and Development Services Department to relocate some or all of a retail establishment’s customer-accessible square footage to outdoor retail sales and display in privately-owned areas on the retail establishment site not originally permitted for outdoor retail sales and display. The Director of Planning is authorized to establish submittal requirements and procedures. Temporary Use Permits (TUP) under PAMC Section 18.42.050 may be utilized for this purpose. A TUP issued for this purpose may be valid for a specified period longer than 45 days, notwithstanding subsection (d) of Section 18.42.050. The Planning Director may extend a TUP issued prior to the effective date of this Ordinance to be valid beyond 45 days. D. Merchandise or Seating Layout Review. A Layout Review is required to relocate some or all of an retail establishment’s permitted indoor customer-accessible square footage to privately-owned areas on the retail establishment site not originally permitted for retail. The Layout Review shall be conducted by a transportation planner, planner, and/or fire inspector who will review and either approve or require modifications to the proposed retail layout based on the following criteria: 1. The placement of the merchandise, displays, or other items does not create a safety risk and adequate pedestrian and vehicular separation is maintained, including with movable barriers as appropriate where outdoor seating is to be placed in parking lots or on-street parking spaces. 2. The layout accommodates appropriate vehicle and pedestrian circulation and maintains adequate paths of travel and complies with accessibility requirements of the Americans with Disabilities Act. 3. Any tents must comply with fire codes and Palo Alto Fire Department issued standards for tents, and safety standards set forth by the National Fire Protection Association for fire-resistant tents and must include an affixed manufacturer’s label stating the tent meets NFPA requirements. A State Fire Marshal seal on the tent or a certificate is needed to prove treatment. *NOT YET APPROVED* 0234_20210608_ts24 7 4. Any heaters must comply with fire codes. 5. An adequate and visible barrier is placed that clearly separates the retail area from the parking area and provides sufficient protection for patrons. Adequacy shall be defined in standards and guidelines issued by the Director of Planning. 6. Other requirements established in the standards and guidelines issued by the Director of Planning. E. Fee. No fee will be charged for submittal and review of the Application and for conducting a Layout Review. F. No Architectural Review. Notwithstanding PAMC Sections 18.77.077 and 18.76.020, architectural review shall not be required for proposed outdoor retail areas or signage related to such areas during the effective period of this Ordinance. SECTION 7. Compliance with Other Regulations, Orders and Approvals The uses of public and private property allowed in this Ordinance shall be conducted in compliance with any applicable state or county mandate (including executive orders and health orders), this Ordinance, Resolution No. 9909 and its successors, and all other local and state regulations, orders, and approvals, as applicable (collectively, “Applicable Law”). Any approval, allowance or permit to conduct such temporary outdoor use(s) shall be subject to revocation by the issuing City official if the use is conducted in violation of Applicable Law, or poses a threat to public health, safety or welfare. SECTION 8. No Vested Rights The outdoor uses of public and private property allowed in this Ordinance are temporary and shall be terminated upon the earlier of the date stated in the applicable permit/approval or the expiration of this interim Ordinance, unless earlier revoked by the City Manager or other authorized official (or their designee) or terminated by action of the City Council. The City may discontinue one or more, or all, of the allowed outdoor uses at any time if the City Manager or designee determines that the public health, safety or welfare warrant such action. Nothing in this Ordinance shall establish a vested right. SECTION 9. Suspension of Prohibition on Alcohol Consumption in Lytton Plaza and Cogswell Plaza Notwithstanding PAMC Sections 22.04.330 and 22.04.331, the City Manager is authorized to suspend the prohibition on consumption of alcoholic beverages in the parking lots adjacent to Lytton Plaza and Cogswell Plaza. *NOT YET APPROVED* 0234_20210608_ts24 8 SECTION 10. Use of City Parking Lots for Reopening Activities A. The City Manager, or his or her designee (“City Manager”), is authorized to permit outdoor dining, retail and other activities necessary to facilitate the reopening of businesses, in public parking lots owned by the City, subject to the City Manager’s adoption of rules, regulations, guidelines, and standards for such use (“Regulations”), and publication of such Regulations on the City’s website. Use of parking lots, or portions thereof, by a business shall require a license or other agreement, including an agreement to indemnify and hold harmless the City, and provision of insurance. B. The City Manager is authorized to waive any fee in the Municipal Fee Schedule associated with the temporary use of parking areas for the purposes identified in Section A above. C. Notwithstanding PAMC Section 9.04.020, the City Manager is authorized to suspend the prohibition on consumption of alcoholic beverages in any City owned parking lot. SECTION 11. Personal Services, Indoor Recreation and Other Uses The authorized outdoor uses of public and private spaces authorized in this Ordinance may be applied to personal services, indoor recreation and other uses. Prior to authorizing these additional activities to occur, the City Manager, or his or her designee (“City Manager”), shall adopt rules, regulations, guidelines, and standards for these uses, and publish them on the City’s website. SECTION 12. Severability If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance and each and every section, subsection, sentence, clause, or phrase not declared invalid or unconstitutional without regard to whether any portion of the Ordinance would be subsequently declared invalid or unconstitutional. SECTION 13. Environmental Review The Council finds that the Ordinance is categorically exempt from CEQA under CEQA Guidelines Sections 15301 (existing facilities) and 15304(e) (minor temporary use of land having negligible or no permanent effects on the environment). SECTION 14. Effective Date This Ordinance shall be effective immediately upon adoption and shall remain in effect until the replacement ordinance as approved on first read on June 7, 2021 becomes effective; or unless otherwise modified, repealed or extended by the City Council, whichever comes first. *NOT YET APPROVED* 0234_20210608_ts24 9 SECTION 15. Uncodified This Ordinance shall not be codified. INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: NOT PARTICIPATING: ATTEST: ____________________________ ____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: ____________________________ ____________________________ Deputy City Attorney City Manager ____________________________ Director of Public Works ____________________________ Director of Planning & Development Services City of Palo Alto (ID # 12344) City Council Staff Report Report Type: Action Items Meeting Date: 6/22/2021 City of Palo Alto Page 1 Summary Title: Legislative Advocacy Title: Review of the Policy & Services Committee's Recommendation on State Legislative Advocacy, Discussion and Direction on Potential Alterations to the City's State Legislative Advocacy Program, and Related Actions From: City Manager Lead Department: City Manager Recommendation Staff recommends that the City Council review the Policy and Services Committee Recommendation on State legislative advocacy (see below), discuss and provide direction on potential alterations to the City’s State legislative advocacy program, and make additional related motions as needed. Background The City has been growing its legislative advocacy program at the State level for some years now and it has resulted in Palo Alto being able to represent itself and speak out on issues of interest to the community while also advancing various City priorities. At the May 11, 2021 Policy and Services Committee meeting, the Committee took the following action as part of the legislative update item (CMR # 12269): To recommend [that] the City Council approve the action on the following pending State and Federal bills or policy: A. Direct Townsend Public Affairs to group the proposed legislative bills that fit within the City of Palo Alto’s legislative guidelines, the City of Palo Alto’s Resolution 9942 (which preserves local control and democracy), and those that would need City Council action in order to take a position; and B. Return to the Policy and Services Committee with other city models that contain a legislative committee and more oversight of proposed legislation, such as those in the City of Lafayette and the City of Cupertino. This item is coming to the full City Council for further discu ssion and guidance. Discussion City of Palo Alto Page 2 The Policy and Services Committee asked questions which related back to the core question of how Palo Alto wants to present itself in its legislative strategy in Sacramento and what does the City seek to accomplish within the State Capitol. The Committee asked for analysis about the 2,800 bills proposed this legislation session and about what is the best strategy to stay aware of the bills and to make Palo Alto’s voice heard in the most effective way. While the principle of local control could be interpreted broadly to encompass many mandates, its application to specific bills are judgment calls. Based on these questions, staff has prepared information below to provide the full City Council with additional material to help address those questions. The information is organized in the following way: A. Strategy Options to Consider B. Format for Local Legislative Review and Requests to Weigh in on Bills and Other Priorities C. Follow up Information Requested by the Policy and Services Committee C. Strategy Options to Consider: Staff has come up with three possible legislative tracks for the City Council to consider when thinking about the overall Legislative Strategy for State legislative advocacy on behalf of the City: 1. Widespread Weighing in on Legislation: In this strategy, the City would comment on many bills proposed regardless of the author, the likelihood of passage, or the impact on Palo Alto specifically. In this strategy, Palo Alto would have more presence in Sacramento but could be seen as “papering the capital” which at times could lower the City’s impact/voice. This is especially true if the City uses templated form letters from advocacy groups or the League. a. Resources Required: This approach is time intensive with a lower level of impact for the City. It will require the City Council or a subgroup thereof the City Council to meet frequently, especially in Jan-Mar each year, to review all bills and consider taking a position. Also requires staff time to notice meetings, ga ther materials, meet more frequently with consultants, etc. Likely would need a dedicated staff member to stay on top of all the issues. This approach does not necessarily build partnerships for the City or advance major legislative and administrative goals. 2. Advocate on a limited number of issues: In this strategy, the City only work on strategic initiatives, including Capitol visits and efforts to advance major City goals, such as grade separation and climate action. In this strategy, the City would miss the opportunity to opine on issues of the day through bills sponsored in session, but it would force Palo Alto to focus on the major priorities that the City has in relation to the State government, including funding. a. Resources Required: This approach can be managed with existing staff and the existing City Council committee structure. The Policy and Services Committee members and/or the Chair and the Mayor can be the City’s representatives to City of Palo Alto Page 3 personally advocate on behalf of the City on a limited number of issues of high importance to Palo Alto. In this approach, the City would not be participating in the broader legislative experience. 3. Strategic Weighing in on Issues of Interest to the City: In this strategy, the City would lean heavily on the categories identified in the legislative guidelines. The City would thoughtfully comment on a handful of bills to ensure that Palo Alto had presence in Sacramento with meaningful contributions for or against a limited number of bills of interest while simultaneously working on other strategic initiatives outside of legislation that are important to the City (such as grade separation funding). With respect to draft bills, this strategy would focus on bills that directly impact Palo Alto and have a fair or high likelihood of passage. a. Resources Required: This approach can be managed with existing staff and the existing City Council structure. The Policy and Services Committee members and/or the Chair and the Mayor can be the City’s representatives to personally advocate on behalf of the City on a limited number of issues of importance to the Palo Alto. To offer meaningful feedback on bills of interest, this approach requires attention from other City departments such as the Police Department and the Planning and Development Services Department. The point in weighing in on bills in this approach is to show policy understanding, thought, and ideas to improve legislation as opposed to more general letters as described in option #1 above. The Policy and Services Committee could discuss legislation monthly and bring any recommendations to the City Council for action in this model while also maintaining focus on the City’s priorities. Overall, letters sent to legislators in Sacramento are important, but they are just a starting point for engagement. For things on which the City wants to have an impact, any letter submitted should be accompanied by active advocacy from both the City Council and the legislative advocate firm. On average, when an elected official shows up, it means more, and the legislators listen. Staff recommends Strategy Option #3 and was working towards that in 2019 before the pandemic slowed things down significantly in 2020. D. Format for Local Legislative Review and Requests to Weigh in on Bills and Other Priorities Depending on which option most interests the City Council, there may be a need to consider a different configuration of the City Council to review bills and to recommend whether to weigh in. Currently, the full City Council adopts the legislative guidelines at the beginning of the year at the latest. Then staff and the legislative advocates use the guidelines as an outline for the types of legislation to watch. If bills have a potentially high impact on Palo Alto and have a high likelihood to keep moving through the legislature and links to the legislative guidelines, then staff and the legislative advocates would consider asking the Mayor to sign a letter. Also, when the Mayor or a Councilmember shares a bill of interest with staff, staff reviews t he bill in City of Palo Alto Page 4 relation to the legislative guidelines and assesses the impact of the bill on Palo Alto through conversations with expert departmental staff members. If the bills requested for letter submission do not clearly link to the guidelines, are controversial, or have a low impact on Palo Alto, staff would recommend the Policy and Services Committee and/or full City Council weigh in on those potential letters. The Policy and Services Committee asked staff to look at some alternative models for City Council to consider if the City Council chose something like Option 1 above with advocating more frequently on more bills in Sacramento. Staff gathered a few examples as shown in the table below: Short Sampling of City Council Configurations for Legislative Advocacy: City Council Structure for Legislation Types of Analysis Done Notes Lafayette, CA and Cupertino, CA Standing Legislative Committee of 2 (of 5) Council Members; meets every 6 weeks They review all bills with the legislative advocate consultant and narrow the number of bills that then they do a deeper analysis on. This analysis helps the committee decide whether or not to weigh in on the bill. The Committee reviews up to 12 bills per committee meeting. This model requires an additional standing committee of the City Council, requires public noticing, additional staff support, and more hours dedicated specifically to legislative advocacy for the City. Mountain View, CA and other nearby cities No standing committee. Legislation is reviewed by staff. When needed, staff will analyze bills of interest and read the Fiscal Analysis from Sacramento. They do not consider weighing in on all bills. n/a Southern CA Consultant Planning Report Analysis done based on: High Likelihood of Passage and High Impact on the community In this structure, they would only weigh in on the bills that were likely moving and had a clear impact on the agency. This significantly helped narrow the number of bills to analyze. This model would be able to work with the existing Policy and Services Committee and could incorporate monthly legislative updates there to accomplish this without setting up a new committee. C. Follow up Information Requested by the Policy and Services Committee The Policy and Services Committee asked for information on the model used by other organizations. That information is shared above. The Committee also asked for an analysis on all bills to understand how many bills fit into the categories of the City’s legislative guidelines as well as the Local Control and Democracy resolution. Given that roughly 2,800 bills were being considered at the time, Townsend Public Affairs staff suggested that the analysis might be more feasible after bills pass their respective Appropriations Committees. According to the analysis conducted by Townsend Public Affairs, the City’s State Legislative Advocates, the following information is available of a more detailed analysis of bills broken down by policy buckets, City of Palo Alto Page 5 before first house Appropriations Committee, and then a fter first house Appropriations Committees. As discussed at the Policy and Services Committee, the Appropriations Committee in each house is the first major hurdle for bills and it holds (stops) some legislation. It is the first major choke point. Additionally, this year, the leaders in both houses said authors can only have 12 bills go into the second house to ensure adequate time for all bills to be heard this session. This is only due to COVID, its restrictions on the Capitol, the process, and the shee r amount of time it takes to hear routine items. It can be expected to change next year. The six main policy buckets for the City are: 1. Public Safety-Related Bills (27 related bills/23 after first Appropriations Committee) a. There are two significant bills being discussed right now, SB 2 and SB 16, related to police reform. Staff will provide an update on these bills in an at -places memo before the City Council meeting. 2. Environment-Related Bills (23 related bills/19 after first Appropriations Committee) 3. Homelessness-Related Bills (15 related bills/12 after first Appropriations Committee) 4. Housing-Related Bills (39 related bills/34 after first Appropriations Committee) 5. Transportation-Related Bills (18 related bills/15 after first Appropriations Committee) 6. Local Government-Related Bills (7 related bills/6 after first Appropriations Committee) Total number of bills in all buckets before Appropriations: 179 bills Total number of bills in all buckets after Appropriations: 159 bills The bills relating to the Local Control Resolution largely track with the Housing Related or Local Government Related Bills. There are about 20 bills that relate to the Local Control Resolution. Townsend can analyze more bills than they currently analyze still within the scope of the ir existing contract. However, they cannot do that for 150-180 bills. With the staff recommendation of the Option #3-type of strategy for the City, Townsend’s analysis on bills could be a deeper analysis on around 25 bills instead of the 150 -180 range. In Option #3, Townsend would continue to watch other bills and keep the City aware of impact but would not recommend the City to weigh in on and analyze all of these bills. Timeline and Resource Impact The timeline and impact are based on the options chosen. 1 TO: HONORABLE CITY COUNCIL FROM: ED SHIKADA, CITY MANAGER AGENDA DATE: JUNE 22, 2021 SUBJECT: ITEM NUMBER 7 – LEGISLATION Subsequent to the printing of the report, staff received additional information about some legislative bills related to the City Council’s police reform legislative guideline. All of the bills relate to the City’s Race and Equity efforts and City Council Social Justice Priority. Staff is sharing this information for City Council consideration of the recommendations within in addition to the recommendations in the previously shared staff report (CMR #12344). Police Reform State Bills: Senate Bill 2 from Senator Bradford. This bill relates to police officer decertification. This bill grants new powers to the Commission on Peace Officer Standards and Training (POST) to investigate and determine peace officer fitness and to decertify officers who engage in “serious misconduct”; and makes changes to the Bane Civil Rights Act to limit immunity. This bill creates a process for decertification by creating the Peace Officer Standards Accountability Division (Division) within POST. This Division has the responsibility of reviewing grounds for decertification, conducting investigations into serious misconduct, presenting findings in decertification procedures, and seeking revocation of certification of peace officers. The bill also creates a Peace Officer Standards Accountability Advisory Board (Advisory Board). The Advisory Board is tasked with hearing evidence of misconduct and making determinations as to the certification or decertification of peace officers. Status: The most recent bill language and analysis are in Exhibit A. The bill will be heard in the Assembly Public Safety Committee though no hearing date is set yet. The bill has already passed out of the Senate. For Council Consideration: If the City Council would like to weigh in on this bill, the City could take a “Support with Amendment” position which will allow the City to show support for accountability while also sharing concern that the proposed changes to peace officer immunities could impact recruitment and retention of law enforcement personnel and have significant impact on local government operations and finances. Senate Bill 16 from Senator Skinner. This bill expands the categories of police personnel records that are subject to disclosure under the California Public Records Act (CPRA); and modifies existing provisions regarding the release of records subject to disclosure. It recommends that the following records be subject to the CPRA: incidents involving unreasonable or excessive uses of force, sustained findings that an officer failed to intervene against another officer using unreasonable or excessive force, sustained findings of unlawful arrests or searches, and sustained findings of officers engaged in conduct involving prejudice or discrimination on the basis of protected classes. 7 DocuSign Envelope ID: 2CC830F1-8F71-4C2D-BE0C-60E9F024D98E 2 Status: The most recent bill language and analysis are in Exhibit A. The bill is in Assembly Rules Committee and waiting to be assigned and scheduled (it will likely be heard in the Assembly Public Safety Committee). The bill has already passed out of the Senate. For Council Consideration: If the City Council would like to weigh in on this bill, the City could take a “Support” position and note that this bill could have a resource impact due to an increase in records requests. Additional resources to support this bill are not proposed this legislative or budget session. Assembly Bill 26 from Assembly Member Holden. This bill seeks to require use of force policies for law enforcement agencies to include the requirement that officers "immediately" report potential excessive force, and further describes the requirement to "intercede" if another officer uses excessive force and a few other items. Status: The most recent bill language and analysis are in Exhibit A. The bill is in the Senate and will be heard in the Senate Public Safety Committee though no hearing date is set yet. The bill has already passed out of the Assembly. Last year this bill was introduced and held in the Senate Appropriations Committee. For Council Consideration: If the City Council would like to weigh in on this bill, the City could take a “Support” position and note that this bill would formalize something at the State level that is already in the Palo Alto Police Department policy. This bill is related to the work that the Palo Alto Police Department, in partnership with the Human Relations Commission and the Palo Alto Peace Officers Association did last year with updating the City’s Use of Force policy. Assembly Bill 718 from Assembly Member Cunningham. This bill would require that a law enforcement agency that initiates or conducts an investigation into an allegation of misconduct by a peace officer to complete its investigation and make a finding regardless of whether the officer voluntarily separates from the agency before the investigation is completed. Status: The most recent bill language and analysis are in Exhibit A. The bill is in the Senate and has been heard in the Senate Public Safety Committee. The bill passed out of the Assembly with unanimous support. For Council Consideration: If the City Council would like to weigh in on this bill, the City could take a “Support” position and note that this bill would formalize something that the Palo Alto Police Department has a practice of doing already. This is a rare occurrence for the Palo Alto Police Department, but when it comes up, this is the practice. _________________________ Ed Shikada City Manager DocuSign Envelope ID: 2CC830F1-8F71-4C2D-BE0C-60E9F024D98E City of Palo Alto (ID # 12321) City Council Staff Report Report Type: Action Items Meeting Date: 6/22/2021 City of Palo Alto Page 1 Summary Title: Appeal of Director's Decision on Verizon Cluster 4 (20PLN - 00118) Title: PUBLIC HEARING / QUASI -JUDICIAL. 250 Hamilton Avenue [20PLN - 00118]: Appeal of Director's Approval of Three Wireless Communication Facilities (Verizon Cluster 4) by Veriz on to be placed adjacent to 853 and 1221 Middlefield Road, and 850 Webster Street. Environmental Assessment: Exempt from the provisions of CEQA per Section 15303 (New Construction and Conversion of Small Structures) and 15311 (Accessory Structures). From: City Manager Lead Department: Planning and Development Services Recommended Staff recommends that Council uphold the Director of Planning and Development Services’ approval of three Wireless Communication Facilities (WCF) located on streetlight poles on Middlefield, Webster, and Channing (Verizon Cluster 4). Background On December 16, 2019, the City Council adopted Resolution 98731 to revise and update the City’s objective standards for WCFs. The resolution included objective design, placement, and aesthetic standards applicable to all Right of Way (ROW) small cell applications. Changing technology in the wireless industry is expected to result in smaller, less visually intrusive antennas and equipment in the future. The 2019 Council resolution communicated the City’s interest to locate WCFs outside residential districts to preserve the residential neighborhoods’ aesthetic character. Staff previously communicated to Council that the City is not allowed to prohibit or regulate with the effect of prohibiting a carrier’s ability to provide telecommunications service. Many Bay Area communities have taken steps to protect aesthetic standards. These include asserting certain design and location prohibitions and allowing for exceptions when required , to 1 Resolution 9873 (Objective Standards): https://bit.ly/2RB0OAh City of Palo Alto Page 2 comply with Federal telecommunications legislation. Palo Alto’s 2019 resolution similarly established a series of objective aesthetic standards intended to direct a carrier’s wireless network outside residential areas. The resolution requires exceptions if a WCF fails to meet any objective standard, such as a facility proposed to be placed in a residential district. The resolution further established a tiered approach to focus the placement of WCFs on certain major streets. This was intended to protect aesthetic standards in residential areas while balancing compliance with policies in the City’s comprehensive plan and State and Federal legislation. On May 25, 2021, the PDS Director approved three nodes requested with application 20PLN - 00118. The approval letter and attached findings (Attachments A, B, and C associated with the decision letter) are included as Attachment C. A Draft Record of Land Use Action memorializing the staff recommendation is included as Attachment G. The three WCF nodes are proposed for installation on metal streetlight utility poles in the public ROW: • Node 061, (adjacent to 1221 Middlefield Road) • Node 204, (adjacent to 850 Webster Street) • Node 205, (adjacent to 853 Middlefield Road) The City initially received incomplete applications for seven Wireless Communication (WCF) nodes in Verizon Cluster 4 (20PLN-00118) on June 15, 2020. The applicant removed four nodes in subsequent resubmittals. On May 7, 2021, staff determined the final submittal (only three nodes) to be complete; the applicant had provided adequate documentation to satisfy the checklist requirements. The WCF nodes in Verizon Cluster 4 are described as Tier 2 Wireless Communication Facilities under the Palo Alto Municipal Code. The application review and decision process is subject to Palo Alto Municipal Code (PAMC) Section 18.42.110 (2019). The May 25, 2021 approvals were based upon the review of (1) all information contained within the project plans, and (2) the administrative record, in comparison to applicable objective wireless administrative standards (objective standards), zoning regulations, and other municipal code requirements. The approvals of each of the three WCF nodes would have become final and effective on June 8 (fourteen (14) calendar days after the decisions); however, one timely appeal(s) was filed on or before June 8th. City of Palo Alto Page 3 In accordance with PAMC Section 18.42.110(g), appeal(s) are set for hearing before the City Council or placed on the City Council’s consent calendar, pursuant to PAMC Section 18.77.070(f). Discussion Applicable Review Criteria Planning staff reviews these projects by initially consulting two sets of criteria: (1) the City’s adopted Objective Standards, and (2) the Tier 2 ROW application checklist. When a project requires an exception to the Objective Standards, exception findings must be made under 18.42.110(k). These findings require the following thresholds to be met: • the application seeks to comply with the City’s requirements to the greatest extent feasible; • strict application of the City’s requirements would deprive the applicant of state of federal law allowances; or • denial of the application would violate federal or state law. In addition to the exception findings, the application is evaluated against all requirements of PAMC 18.42.110, including the Generally Applicable Development Standards (PAMC 18.42.110(i)). After review of the materials submitted by the applicant, staff f ound the proposed nodes meet the required findings for approval. The three nodes and their alternatives are discussed below: Discussion of Approved Nodes Node 061 The proposed facility is located in the ROW, near the shared property lines of properties at 1211 and 1221 Middlefield Road. Verizon proposes to install three 5G antennas onto a replacement streetlight pole that falls within the Style Placement Guide’s Downtown area. The proposed facility will incorporate a shroud around the antenna so that all wires/cables do not hang loosely from the facility. The design will conform to the individual (0.85 cubic feet) and cumulative (2.6 cubic feet) volume thresholds identified in the Objective Standards. Photos of the proposed installation can be found below and in the supporting documents and plans under Attachment F. City of Palo Alto Page 4 Source: C5_250HAM_PLANS Node 061 requires the following exceptions to the objective standards: NODE 061 Permitted Zoning Districts WCF Design Quality - Antennas Facing Private Property Pole Replacement - Style Placement Guide The findings for approving these exceptions are as follows: • The applicant demonstrated they are seeking to limit the aesthetic impacts of their facility to the greatest extent possible while meeting their coverage objective. Based on the City’s review of potential alternative sites and designs, other available WCF locations in the area would also require exceptions to the Objective Standards and would have a greater aesthetic impact on the environment. • Permitted Zoning Districts: The applicant demonstrated that, given the limited reach of available network equipment, they would not be able to meet their coverage objective without locating a WCF in a residential zone district. However, the applicant attempted to comply with this standard to the greatest extent feasible. The applicant softened the aesthetic impacts created by the installation of these facilities in a residential zone district by: o proposing to shroud their antennas in order to hide any loose wires/cables, o conforming to the volume allowances established by the Objective Standards City of Palo Alto Page 5 inclusive of the shrouding, o locating the facility in an area where existing and proposed trees will screen it from pedestrians’ and vehicle occupants’ views while traveling along the street, and o placing the facility outside the Residential Zone of Exclusion. • Pole Replacement/Style Placement Guide: The applicant has retained the aluminum material, fluted pole, pole taper from bottom to top, and Munsell Green color of the Downtown Style light poles. The facility, however, does not comply with the Downtown Style’s existing diameter for the light pole, the base width and height for the decorative clamshell base, and the light mast arm length. The applicant has identified that the light pole diameter must be modified from the City’s standard of seven (7) inches to 10 inches, to support structural stability for the added antennas. As a result, the standard 19- and 7/8-inch base width to the clamshell would not fit, so they have proposed a 24 - inch clamshell base. Staff has reviewed the calculations provided in the application and agree that the City’s current Downtown standard would not support the addition of antennas to the pole. Further, the deviation to the diameter and base of the clamshell is minor enough to remain consistent with the overall Downtown style. As noted in the Conditions of Approval, the other items shall be adjusted to conform to the City’s requirements. • WCF Design Quality - Equipment Facing Private Property: The plans show two of the three antennas do not face private property. While one antenna faces private p roperty, it would be placed in a manner that does not face perpendicular to the adjacent properties. In concert with the surrounding trees, this placement will help the facility blend in with the surrounding environment. The facility will contrast less with the typical line of sight of vehicles and pedestrians along the street such that the facility will not immediately intersect with line of sight. Staff reviewed the other alternative locations and determined there were no opportunities that required a lesser number of exceptions. Alternatives Analysis – Node 061 Below is a table that captures the exceptions needed for each alternative studied in relationship to the primary location. Node 061A Node 061B Node 061C Permitted Zone District Permitted Zone District Permitted Zone District Curb Clearances Curb Clearances Public School Boundary Antennas Facing Private Property Distance Between WCFs Curb Clearances Pole Replacement - Style Placement Guide Intersection Corners Residential Roadway Antennas Facing Private Property Distance Between WCFs Pole Replacement - Intersection Corners City of Palo Alto Page 6 Style Placement Guide Antennas Facing Private Property Pole Replacement - Style Placement Guide Staff analyzed the exceptions requested for each alternative node in comparison to the exceptions needed for the proposed node location. All potential alternatives would be located within a residential zone district, which is not the City’s preference. However, as there are no viable commercial locations within the applicant’s target service area, it is appropriate to say that no other locations would result in a less intrusive experience. For Alternatives B and C, the location of a node at a street corner is highly visible and would accentuate the presence of the facility. It is evident that all other locations considered require more exceptions than the proposed location. This demonstrates, based on staff’s analysis, that the proposed location for Node 061 meets the findings for approval to the greatest extent feasible. Node 204 The proposed facility is located adjacent to 850 Webster Street, otherwise known as Channing House. Verizon proposes to install two 5G antennas on a replacement streetlight pole near mature Redwoods; the installation falls within the Style Placement Guide’s Downtown area. The proposed facility will incorporate a shroud around the antenna so that all wires/cables do not hang loosely from the facility. The design will conform to the individual (0.85 cubic feet) and cumulative (2.6 cubic feet) volume thresholds identified in the Objective Standards. Photos of the proposed installation can be found below and in the supporting documents and plans under Attachment F. City of Palo Alto Page 7 Source: C5_250HAM_PLANS Node 204 requires the following exceptions to the objective standards: NODE 204 Permitted Zoning Districts Pole Replacement - Style Placement Guide Residential Roadways Distance Between WCFs The findings for approving these exceptions are as follows: • The applicant demonstrated that they are seeking to limit the aesthetic impacts of their facility to the greatest extent possible while striving to meet their coverage objective. Based on the City’s review of potential alternative sites and designs, other available WCF locations in the area would also require exceptions to the Objective Standards and would have a greater aesthetic impact on the environment. • Permitted Zoning Districts: The applicant proposed to soften the aesthetic impacts created by the installation of these facilities in a residential zone district by: o shrouding the antennas to hide any loose wires/cables, o conforming to the volume allowances established by the Objective Standards inclusive of the shrouding, o locating the facility in an area where existing and proposed trees will screen it from pedestrian/vehicle passenger views from the street, and placing the facility City of Palo Alto Page 8 outside the Residential Zone of Exclusion. • Pole Replacement/Style Placement Guide: The applicant has retained the aluminum material, fluted pole, pole taper from bottom to top, and Munsell Green color of the Downtown Style light poles. The facility does not comply with the Downtown Style’s existing diameter for the light pole; specifically, exceeding the base width and height for the decorative clamshell base, and the light mast arm length. The applicant has identified that the light pole diameter must be modified from the City’s standard of seven (7) inches to 10 inches to support structural stability for the added antennas. As a result, the standard 19- and 7/8-inch base width to the clamshell would not fit; therefore, they proposed a 24-inch clamshell base. After reviewing the calculations provided in the application, staff agreed that the City’s current Downtown standard would not support the addition of antennas. Further, the deviation to the diameter and base of the clamshell is minor enough to remain consistent with the overall Downtown style. As noted in the Conditions of Approval, the other items shall be adjusted to conform to the City’s requirements. • Residential Roadways: The facility will be screened from view due to the presence of trees within 35 feet on each side. The equipment will be placed within a shroud that conceals all wires and cables from view, and will meet the individual and cumulative volume requirements identified in the objective standards. • Distance Between WCFs: There is currently a T-Mobile facility located within an enclosure on the Channing House rooftop (roughly 130 feet tall).. Also, an AT&T Mobility facility is located on top of a 40-foot tall wood utility pole to the West of the proposed location, near the intersection of Cowper Street and Homer Avenue. Each facility is within 250 linear feet of the proposed facility. The proposed node (antenna at 29 feet above sidewalk grade) has been designed to retain the existing Ash street trees within 35 feet of the facility, retain the Downtown Style of street light poles, and shroud their equipment within the volume requirements prescribed by the Objective Standards. These will serve to interrupt direct views of the facility along the vehicle and pedestrian environment once grown to maturity. The proximity of these WCFs to one another does not result in a cumulative impact to RF exposure that exceeds acceptable levels as identified in the reports provided from Hammett & Edison and CTC. Given the different visual planes for each facility (29, 40, and 130 feet high), and the existence of numerous street trees along Homer Avenue towards Cowper Street, the proposed antennas will not have a deleterious impact to the street scape context. The inclusion of this facility will not result in a more visible or cluttered corridor with wireless facility equipment. Alternatives Analysis – Node 204 Below is a table that captures the exceptions needed for each alternative that ha s been studied in relationship to the primary location. Node 204B Node 204D Node 204F Permitted Zone District Permitted Zone District Permitted Zone District City of Palo Alto Page 9 Curb Clearances Distance Between WCFs Distance Between WCFs Distance Between WCFs Pole Replacement - Style Placement Guide Pole Replacement - Style Placement Guide Intersection Corners Residential Roadway Residential Roadway Pole Replacement - Style Placement Guide Residential Roadway Staff analyzed the exceptions requested for each alternative node with respect to the exceptions needed for the proposed location. All potential alternatives would be located within a residential zone district, which is not the City’s preference. However, as there are no viable commercial locations within the applicant’s target service area, it is appropriate to say that no other locations would result in a less intrusive experience. While Alternatives D and F require the same number of exceptions as the primary location, they are similarly located adjacent to a residential zone district. Alternative F would additionally require the removal of mature trees to make the facility viable; this is contrary to the Urban Forestry ROW tree planting strategy and would end up accentuating the presence of the facility. Alternatives 204A, 204C, and 204E are existing wood utility poles located within a planned underground utility district. While the applicant would have evaluated their potential for locating a facility on these poles, the poles would have eventually been removed and would not have provided the long-term network they were seeking. It is evident that all other locations considered require more exceptions than the proposed location; this demonstrates, based on staff’s analysis, that the proposed location for Node 204 meets the findings for approval to the greatest extent feasible. Node 205 The proposed facility is located adjacent to 853 Middlefield Road. Verizon proposes to install three 5G antennas onto a replacement streetlight pole that falls outside the Styl e Placement Guide’s replacement specifications. The proposed facility will incorporate a shroud around the antenna so that all wires/cables do not hang loosely from the facility. The design conforms to the individual (0.85 cubic feet) and cumulative (2.6 cubic feet) volume thresholds identified in the Objective Standards. Photos of the proposed installation can be found below and in the supporting documents and plans under Attachment F. City of Palo Alto Page 10 Node 205 requires the following exceptions to the objective standar ds: NODE 205 Permitted Zoning Districts Public School Boundary Residential Roadways WCF Design Quality - Antennas Facing Private Property Curb Clearances Pole Replacement - Style Placement Guide Landscape Screening The findings for approving these exceptions are as follows: • The applicant demonstrated that they are seeking to limit the aesthetic impacts of their facility to the greatest extent possible while striving to meet their coverage objective. Based on the City’s review of potential alternative sites and designs, other available WCF locations in the area would also require exceptions to the Objective Standards and would have a greater aesthetic impact on the environment. • Permitted Zoning Districts: The applicant demonstrated that, given the limited reach of available network equipment, they would not be able to meet their coverage objective without locating a WCF in a residential zone district. However, the applicant has attempted to comply with this standard to the greatest extent feasible . The applicant proposed to soften the aesthetic impacts created by the installation of these facilities in City of Palo Alto Page 11 a residential zone district by: o shrouding the antennas to hide any loose wires/cables, o conforming to the volume allowances established by the Objective Standards inclusive of the shrouding, and o locating the node where the existing aesthetic impact of utility equipment will not be exacerbated by the introduction of a new WCF. o locating the node immediately adjacent to a non-residential use, thereby reducing aesthetic impacts on the residential zone district. • Public School Boundary: As proposed, the facility is located within 600 feet of Addison Elementary School. Staff reviewed other alternatives within the coverage area and found only the wood utility poles along the Eastern side of Channing Avenue are outside the 600-foot radius. The applicant has identified that their equipment cannot be mounted on top of the wood utility poles, as they need to be placed at similar heights to other facilities to support the network. Additionally, the wood utility poles do not have appropriate spacing per G.O. 95 rules to locate the facilities at a mid-pole mounted location. Therefore, the alternative poles in the coverage area but beyond 600 feet of Addison Elementary School are not technically feasible. The applicant has attempted to comply with this standard to the greatest extent feasible by proposing a location that is approximately 540 feet from the school’s property line. • Residential Roadways: The applicant proposed one alternative location within the coverage area that was on a residential arterial roadway rather than a local/collector street. However, this alternative location would have a greater aesthetic impact than the proposed location when considering the existing aesthetic condition. For example, alternative D would require the permanent removal of two street trees. In addition, the proposed location is adjacent to a commercial parking lot; this meets the priority for placement of a feasible WCF most distant from residential property. Finally, this location is not currently within a planned undergrounding district; the WCF will not have an increased aesthetic impact in the future, as existing utilities will remain. Because there are no alternative locations on non-local/collector streets with lesser aesthetic impacts, the proposed location complies with this objective standard to the greatest extent feasible. • WCF Design Quality - Equipment Facing Private Property: The plans show two of the three antennas do not face private property. One antenna directly faces the adjacent property of 853 Middlefield Road. The adjacent landscape planter has two existing Chinese Pistache trees that will serve to interrupt direct views of the facility from the subject property. The applicant has proposed an amenity tree underneath the existing communication lines towards the Eastern side of the facility to help interrupt direct views of the facility. Given the presence of other utility equipment in the area, the addition of this facility will not introduce a greater aesthetic impact than already exists around the area, considering the proposed shrouding and amenity tree . There are no alternative locations within the coverage area that do not require this exception; for the reasons provided in this paragraph, the proposed location minimizes aesthetic impacts of the exception and represents the greatest feasible compliance with this standard. City of Palo Alto Page 12 • Curb Clearances: The proposed location is within 24 inches from a curb face, where the objective standards require at least 36 inches of clearance. Although there are alternative locations that comply with this standard, overall, the proposed location has the least aesthetic impact when considering the existing aesthetic condition of the site. Given the presence of other utility equipment in the area, the addition of this facility will not introduce a greater aesthetic impact than already exists around the area .. • Pole Replacement/Style Placement Guide: The applicant has retained the aluminum material, fluted pole, pole taper from bottom to top, and Munsell Green color of the replacement light poles. The facility, however, does not comply with the pole type’s existing diameter for the light pole and height. The applicant has identified that the light pole diameter must be modified from the City’s standard of six and a half (6.5) inches to eight (8) inches to support structural stability for the added antennas. Staff has reviewed the calculations provided in the application and agree that the City’s cu rrent standard would not support the addition of antennas; further, the deviation to the diameter of the pole is minor enough to remain consistent with the overall replacement style. As noted in the Conditions of Approval, the other items shall be adjusted to conform to the City’s requirements • Landscape Screening: The applicant has proposed an amenity tree underneath the existing communication lines towards the Eastern side of the facility to help interrupt direct views of the facility. There are no viable locations for an amenity tree along the Western side of the street due to the presence of utility guide wires and the adjacent property’s driveway. Given the presence of other utility equipment in the area, the addition of this facility will not introduce a greater aesthetic impact than already exists around the area and seeks to lessen its impact through the use of amenity tree placement and shrouding of antenna wires/cables. Alternatives Analysis – Node 205 Below is a table that captures the exceptions needed for each alternative that has been studied in relationship to the primary location. Node 205A Node 205B Node 205C Node 205D Node 205E Permitted Zone District Permitted Zone District Permitted Zone District Permitted Zone District Permitted Zone District Public School Boundary Public School Boundary WCF Equipment Adjustment Public School Boundary Public School Boundary Antennas Facing Private Property Curb Clearances Antennas Facing Private Property Antennas Facing Private Property Curb Clearances Residential Roadways Antennas Facing Private Property Residential Roadway Pole Replacement – Style Placement Guide Antennas Facing Private Property WCF Equipment Adjustment Residential Roadways Landscape Replacement Residential Roadways WCF Equipment Pole City of Palo Alto Page 13 Adjustment Replacement - Style Placement Guide Landscape Screening Staff analyzed the exceptions requested for each alternative node regarding comparison to exceptions related to the proposed location. All potential alternatives would be located within a residential zone district, which is not the City’s preference. However, the primary location is adjacent to a commercial land use. While this is not currently differentiated in the Objective Standards, staff believes it to be a better location than other alternatives that are located adjacent to a single-family home. While Alternatives B, C, and D require a smaller number of exceptions than the primary location, they are similarly located adjacent to a residential zone district. There are additional reasons that they would be disqualified from consideration. Alternative B would be located on a wood utility pole within the Residential Zone of Exclusion which is currently one of the four WCF exceptions that the City will not approve. Alternative C would be located on a wood utility pole at a mid-mount location in order for Verizon’s equipment to connect with each other but would not provide the adequate CPUC G.O 95 clearance requirements between the secondary power source and communication cables on the pole. Alternative D would require the permanent removal of existing street trees from the site to be viable; this would be contrary to the Urban Forestry tree planting strategy in the ROW. While increased screening might be achieved at Alternative locations considered for this node, staff believes Council’s priority is to locate any proposed node as far away from residences as possible. As the Objective Standards do not encourage placement of a WCF based on land use, staff believes Council would be amenable to this interpretation of the location standards currently in place. The placement of the proposed node also seeks to limit its impact , given its adjacency to existing above ground utility infrastructure outside a future undergrounding district. The proposal is to collocate the facility in an area that is already less aesthetically pleasing. The applicant proposes to place a screening tree in the planter strip adjacent to the facility where there is adequate landscaping to support additional screening for the installation. Overall, while there are other locations that may require less exceptions than the proposed location, staff believes Council’s priorities are to place these away from residences, as reflected in the Residential Roadways standard. The placement of the facility is in an area that is less aesthetically pleasing, and the introduction of an amenity tree will increase screening of the facility. This demonstrates that the proposed location for Node 205 meets the findings for approval to the greatest extent feasible. City of Palo Alto Page 14 Radio Frequency (RF) Emissions The FCC’s guidelines for evaluating human exposure to RF signals were first established in 1985. The current guidelines were adopted in August 1997 in FCC OET Bulletin 65.2 The guidelines are expressed in terms of Maximum Permissible Exposure (MPE) to electric and magnetic field strength and power density. The guidelines, which cover the frequency range of 300 kHz to 100 GHz, address two separate tiers of exposure: 1. Occupational/controlled exposure limits apply to situations in which persons are exposed as a consequence of their employment and in which those persons who are exposed have been made fully aware of the potential for exposure and can exercise control over their exposure. 2. General population/uncontrolled exposure limits apply to situations in which the general public may be exposed or in which persons who are exposed as a consequence of their employment may not be made fully aware of the potential for exposure or cannot exercise control over their exposure. The applicant has provided an RF study by the engineering firm Hammett & Edison (viewable as Supporting Documents in Attachment F) that has been peer reviewed by the City’s consultant, Columbia Telecommunications Corporation (CTC) (Attachment E). In its evaluation of the potential for exposure of the general public, CTC confirmed that the exposure levels produced by these facilities only exceeded the General Public thresholds within 4.5 feet of the center of the antenna and one or two feet above or below the top/bottom of the antenna (see image below). The Occupational thresholds would be exceeded when work is occurring within those areas, which would require the facility to be shut down to protect workers doing work on or around the facility. At the pedestrian level, CTC confirmed that the anticipated exposure levels would be around 1.5% of the General Population exposure thresholds; this could be up to 100% of the FCC allowed thresholds and still be deemed compliant provided the appr opriate mitigation measures were in place. These measurements are often calculated under a “worst - case” scenario where antennas are operating at full power. On-site measurements, which are required of the applicant under Condition of Approval 20, are often lower than the predicted levels calculated. CTC has also reviewed the cumulative thresholds for adjacent wireless facilities found at 850 Webster and found the exposure levels to be compliant with FCC standards for General Population exposure. 2 “Evaluating Compliance with FCC Guidelines for Human Exposure to Radiofrequency Electromagnetic Fields,” OET Bulletin 65, edition 97-01. https://www.fcc.gov/general/oet-bulletins-line#65 City of Palo Alto Page 15 Consistency with Applicable Findings Staff has provided in Attachment C a detailed review of the proposed project’s consistency with the Findings for Approval of Exceptions to the Objective Standards under PAMC 18.42.110(k)(1)(A) and the Generally Applicable Development Standards under PAMC 18.42.110(i). This incorporates two minor revision approved by the Director as Attachment H. Timeline & Policy Considerations FCC’s 2019 Small Cell Order In early 2019, the FCC adopted an Order that requires a 90 -day turnaround for the City’s decisions on these types of WCF applications. For the nodes in 20PLN-00118, the Director rendered a decision on the project on Day 46 out of 90. As of this hearing, the shot clock currently stands at Day 74 out of 90. Streetwork Permits and Encroachment Permits are processed within the shot clock as well, unless the City and applicant enter into a tolling agreement. City of Palo Alto Page 16 Precedent Setting Decisions The decision rendered for Node 205 required judgement to value some objective standards over others, including the following three areas: • Residential Zone District vs. Residential Land Use: The decision highlights what staff believes is Council’s preference for placing a facility in a residential zone district adjacent to an existing commercial use over a residential zone district with adjacent residential land use. Based on the current state of the Objective Standards, the City does not differentiate between these items as it relates to whether a project needs an exception or not. • Presence of Above Ground Utility Equipment: The decision highlights what staff believes is Council’s preference for locating WCFs where they will not establish an adverse impact, nor exacerbate an existing impact. The City’s Objective Standards do not cite a location preference related to areas where there is existing above ground utility equipment, and which are not located within a proposed undergrounding district . • Granting Screening Exceptions: The decision highlights what staff believes is Council’s preference to locate WCFs away from residences even when other locations may require less exceptions and additionally meet the screening objectives identified in the Objective Standards and Municipal Code. In some instances, like Alternative D, the City’s requirements may be directing applicants and staff to areas next to residences as they require fewer exceptions than next to a property with a commercial land use. Each exception in the Objective Standards holds equivalent weight, though they may have greater inherent value from one individual to the next or share criteria with other standards. There is no clear consensus on whether items are more important than others besides screening these facilities from view and placing them away from residences. When those two criteria are at odds, staff is less certain which should be the priority. Staff is currently in the process of updating the City’s wireless ordinance and will recommend changes that more objectively weight different objective criteria while also imparting additional subjective criteria to the extent allowed by federal law. . This ordinance and updated resolution is expected to return to Council in the fall. Appeal Due to the requirement for processing these applications within the shot clock time frame and getting any appeal onto the City Council’s agenda before its summer break, and associated shortened report review timeline, staff is unable to provide an in-depth analysis of the appellant statements (Attachment I) in this report. Staff anticipates preparing an late agenda memo that will be published the following week responding to the appeal. Resource Impact Per the Municipal Fee Schedule, all WCF Permit applications are processed as Cost Recovery applications; the City charges the applicant for the staff time necessary for processing tasks, City of Palo Alto Page 17 such as application review and analysis, preparation of staff reports, and presentations to Council. The Municipal Fee Schedule established that when a timely appeal is filed by a party, applicants then submit a deposit for the processing of that appeal. Processing costs are retained by the City when an appeal upholds the PDS Director’s decision, but are refunded if an appeal reverses the Director’s decision. Stakeholder Engagement As required by the Tier 2 WCF Checklist and PAMC 18.42.110(d)(7), applicants are required to host a community meeting at a time and location designed to maximize attendance by persons receiving notice around the project site. The applicant must give notice of the community meeting to all residents and property owners within 600 feet of the project site at least 14 days in advance of the community meeting. Due to the COVID-19 Pandemic and State and County Stay-At-Home orders, in person events were prohibited in order to decrease the transmission of COVID-19. As a result, the applicant held their community meeting via Zoom on June 25, 2020. The applicant identified that only one individual attended the meeting and requested more information on the facility. No comments were provided that resulted in a change to the project design. This is captured in the Cycle 5 Documents (C5_250HAM_DOCS) in Attachment F and found on the City’s webpage. In addition to this, the City provided noticing to residents within 600 feet of each facility on each subsequent resubmittal. Further, the City provided timely courtesy notices of the decisions (beyond minimum noticing requirements) to the school district and interested parties. Staff has compiled the emails received during the review of this project under Attachment F. The correspondence was shared with the applicant to provide responses to the public’s questions and comments. Staff also received and responded to voicemails left by members of the public. Many registered their dislike or acceptance of the project rather than asking specific questions about the materials. In those instances, staff collected the response with those found in Attachment F. Environmental Review In accordance with the California Environmental Quality Act (CEQA), the Director has determined that these Decisions are categorically exempt pursuant to CEQA Guidelines Sections 15303 (New Construction and Conversion of Small Structures) and 15311 (Accessory Structures). Attachments: • Attachment A: Location Map • Attachment B: Applicant's Project Description • Attachment C: Decision Letter (Findings and Conditions of Approval) • Attachment D: Alternatives Analysis • Attachment E: CTC Analysis • Attachment F: Project Plans, Supporting Documents, and Public Comments City of Palo Alto Page 18 • Attachment G: Draft Record of Land Use Action • Attachment H: Decision Letter Addendum • Attachment I: Appeal H R A M O N A S T R E E T LIN C O L N A V E N U E R A M O N A S T R E E E M E R S O N S T R E E T E C H U R C HILL A V E N U E E M B A R C A D E R O R O A D R O R O A D W A V E R L E Y S T R E E T M E L VILLE A V E N U E A V E N U E B R Y A N T S T R E B R Y A N T S T R E E T C O W P E R S C O T T S T R E E T A D DIS O N A V E N U EB R Y A N T S T R E E T B R Y A N T S T R E E T A D DIS O N A V E N U E LIN C O L N A V E N U E H A MILT O N A V E N U E O W P E R S T R E E T F O R E S T A V E N U E F O R E S T A V E N U E A V E R L E Y S T R E E T B R Y A N T 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909A 526555' 50 5940 Addison Elementary School This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend City Jurisdictional Limits 600 ft radius around PAUSD Parcels 300 ft radius around PAUSD Parcels PAUSD Parcels 3 Proposed Nodes (20PLN-00118 resubmitted Nov 2020) 0'500' 20 P L N - 0 0 1 1 8 Pr o p o s e d N o d e s Re s u b m i t t e d N o v 2 0 2 0 an d PA U S D P r o p e r t i e s Ar e a M a p CITY O F PALO A L T O I N C O R P O R A T E D C ALIFO R N I A P a l o A l t oT h e C i t y o f A P R IL 1 6 1 8 94 The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto RRivera, 2020-12-01 08:43:59 (\\cc-maps\Encompass\Admin\Personal\RRivera.mdb) 061 204 205 Verizon Wireless – Project Description City Cluster 4 - Verizon Cluster 6 Batch "A" April 12, 2021 Verizon Wireless is seeking approval for the design of three (3) proposed Wireless Communication Facility (WCF) attachments to metal streetlight poles owned and operated by the City of Palo Alto. The initial submittal included a total of seven (7) Wireless Communication Facilities but Verizon Wireless would like to withdraw the following four (4) Wireless Communication Facilities without prejudice: SF Palo Alto 043, SF Palo Alto 201, and SF Palo Alto 202, SF Palo Alto 203. Verizon reserves the right to submit future applications utilizing these streetlights. A brief overview of Verizon Wireless’ citywide efforts to provide a more robust wireless network service to the community of Palo Alto through the attachment of 5G radio-antenna units on new replacement metal streetlight poles located in the public Right-of-Way (ROW) is provided hereafter. This application for a Tier 2 Wireless Communications Facility encompasses what is known as "City Cluster 4 - Verizon Cluster 6 Batch "A"" (Also known as "Cluster 6 Batch "A"") of metal streetlight poles in the Crescent Park and University South neighborhoods. Current Design for Consideration Verizon Wireless’ WCF design is modeled after the objective design standards “For Streetlight Poles” of Resolution No. 9873, “Resolution of the Council of the City of Palo Alto Amending Objective Aesthetic, Noise, and Related Standards for Wireless Communication Facilities in the Public Right-of-Way” as well as Verizon Wireless’ network engineering needs. The design consists of either two (2) or three (3) 2’ rectangular 5G radio-antenna units top-mounted on new replacement metal streetlight poles located in the public ROW. Existing metal streetlight poles and foundations are required to be replaced per the Palo Alto WCF Performance Standards. Two (2) poles in Cluster 6 (061, 204) are required to be replaced with the “Downtown” Special Street Lighting style poles per the Special Street Lighting Style Placement Guide; see Attachment A. The remaining one (1) pole in Cluster 6 (205) will be replaced with new like for like pole that does not require a Special Street Lighting pole. All poles in Cluster 6 will be increased in height by no more than the maximum allowable height increase of 5.5’ for top-mounted designs per the WCF Design Standards. To protect the aesthetic qualities and design of the metal streetlight poles, the replacement poles, radio-antenna units, and shrouds will be painted to match the existing pole color. The power disconnect will be located in an underground handhole vault. All wiring and cabling will be routed within the interior of the metal streetlight poles and down through underground conduits to the handhole vaults. No other equipment will be located on the exterior of the streetlight poles. The 5G radio-antenna units have interior cooling fans. Noise/acoustic engineering reports have been provided demonstrating the units comply with PAMC Chapter 9.10. Emergency battery backup is not part of this design. FCC Small Wireless Facility Definition (FCC 18-133) The Federal Communications Commission defined small wireless facilities as: x Each antenna is no more than 3 cubic feet in volume x All other equipment is cumulatively no more than 28 cubic feet in volume x The structure is: o 50’ or less in height OR o No more than 10% taller than adjacent structures OR o Is not extended to a height of more than 10% above its preexisting height Each proposed 5G antenna is 0.50 cubic feet in volume and all other equipment is cumulatively no more than 28 cubic feet in volume. Each pole has either 2 or 3 antennas for a maximum of 1.0 or 1.5 cubic feet per SWF. All other equipment is located in underground handhole vaults. None of the proposed WCF’s are over 50’ in height. All proposed SWF meet the FCC definition of FCC 18-133. Shroud/Screening and Vaulting The consensus opinion from previous Architectural Review Board (ARB) and City Council hearings was a desire to move all side-mounted equipment to the top of the pole or to underground facilities to the greatest extend feasible with all cables and wires screened behind the radio-antenna units and within the interior of the metal streetlight poles. Because the 5G radio-antenna units are singularly integrated, the units cannot be located underground, therefore, we are proposing the Secondary Option of a Top- Mounted Design for Streetlight Poles enclosed within a shroud. The shrouds fall under the individual and cumulative volume thresholds (0.85 and 2.6 cubic feet, respectively), and they are mounted two feet below the light mast or higher. We've included site plans, structural calculations, and photo simulations of this design for your review. The power disconnect switch will now be installed in underground hand-hole vaults. This design accomplishes the desire of previous ARB and City Council hearings by moving all side-mounted equipment underground and locating the antenna units to a top-mounted design. Verizon Wireless Principal RF Engineer, Brian Ung, has provided a Shrouding/Screening justification statement; Attachment D, "Statement of Verizon Wireless Principal RF Engineer Brian Ung Regarding Ultra Wideband 5G Antenna Screening Limitations". Landscaping We have worked closely with Katherine Naegele of Anderson’s Tree Care Specialists, Inc., an independent Arborist certified with the City of Palo Alto’s Urban Forestry Department, to propose amenity trees in order to provide screening. However, due to the sensitivity of millimeter wave technology, planting amenity trees in close proximity to the 5G radio-antenna units would interfere with signal propagation. Therefore, species of trees that have a mature height of 20’ or less have been proposed based on the existing species palette in the immediate area. Because all existing poles and pole foundations will be replaced with new poles and new foundations, any existing landscaping removed or damaged by installation will be replaced based on Urban Forestry’s recommendation. Similarly, new underground hand-hole vaults installed within the public ROW that remove or damage existing landscaping will also be replaced based on Urban Forestry’s recommendation. Color New replacement metal streetlight poles located in the public ROW are required to be painted to match the existing pole color. Upon review of existing metal streetlight poles in this cluster, it seemed appropriate to select shade of green, to more closely match the existing poles. In recognition that these colors are not just green, the following paint sample has been provided with Attachment B, Pole Paint Colors. These are digital approximations of the color and actual samples are provided with our application Per WůĂŶŶŝŶŐ comments, the Attachment B, Pole Paint Colors, has been mailed to Garrett Sauls at 250 Hamilton Avenue – Fifth Floor, Palo Alto, CA 94301 Cluster 6 Proposed WCF’s Project Overview Verizon Wireless has entered into a Master License Agreement (MLA) with the City of Palo Alto allowing the attachment of antennas and other equipment to city-owned poles in the public ROW. Based on the need to provide network coverage and capacity, Verizon Wireless radio engineers identified locations throughout the city that require additional service. A total of ninety-three (93) such WCF installations are currently planned to be co-located on both wood utility and metal streetlight poles located in the public ROW. Approximately seventy-nine (79) of these small cells are proposed to be co-located on wood utility poles and fourteen (14) are proposed to be installed on city streetlights. No wood utility poles are part of this application. This application aims to provide the City of Palo Alto with a new 5G network where none exist today. Community Need for Small Cells The unprecedented current and predictable demand for wireless service requires the densification of existing cellular networks. As a result, wireless communication facilities are diminishing in height and are located closer to the user and to provide essential coverage for emergency personnel. While the terrain of Palo Alto is relatively flat, the dense foliage of the tree canopy combined with the difficulty in permitting macro WCF’s within residential neighborhoods presents unique challenges in the deployment of wireless service to the City of Palo Alto. Verizon Wireless must add additional coverage throughout the city in order to meet current and future customer demand as detailed in Verizon Wireless’ Engineering Statement as well as a propagation map for your review; see Attachment C, Statement in Support of Verizon Wireless’s Proposed Small Cells, Downtown and University South Areas. Deployment of WCF’s are the least visually intrusive methods of providing necessary coverage required to the City of Palo Alto. The reduced size of the equipment used for cellular communication allows for WCF’s to be located on existing infrastructure, reducing the need for new tower structures and minimizing visual impact to the surrounding community. Additionally, these small cells can be located in areas where traditional “macro” wireless communication facilities cannot be located so that essential communication services can be provided to critical areas while co-locating on existing utility infrastructure. The addition of WCF will help to maintain the technological lead that Palo Alto has become synonymous with. Verizon Wireless Design Requirements Verizon Wireless has engineered WCF’s utilizing the most streamlined equipment currently available to develop the coverage requirements of the new 5G network and the design standards of the City of Palo Alto. For each WCF, Verizon Wireless’ network requires two (2) or three (3) 5G radio-antenna units per pole, one (1) small electrical disconnect box located in the ground, and associated wires and cabling routed through the inside the pole and underground conduit. The following outlines the number of radio-antenna units proposed per node: 3 radio-antenna units 2 radio-antenna unit SF Palo Alto 204 SF Palo Alto 061 SF Palo 2 Alto 05 While the proposed WCF’s will be submitted in clusters and are linked to the greater Verizon Wireless network, it is important to note that each WCF acts independently of any other small cell. The utility of each facility is therefore not dependent on a neighboring wireless facility. Planning Department Objective Design Standards – Resolution 9873 x Radio equipment shall be placed in an underground vault. The associated antenna(s) shall be placed in a shroud at the top of a nearby pole. x Underground vaults shall be the minimum volume necessary to house WCF equipment and include information detailing why the proposed dimensions are required. Maximum vault size shall not exceed 5 feet 8-inches x 8 feet 2-inches x 5 feet 7-inches or 260 cubic feet, excluding space required for ventilation or sump pump equipment. x Radio equipment and the associated antenna(s) shall be enclosed within a shroud at the top of the pole. x Radio equipment shall be enclosed within one or two sunshields not exceeding 8 inches wide nor 0.75 cubic feet in volume each, mounted directly to the side of the pole. The associated antenna(s) shall be placed in a shroud at the top of the pole. x Sunshields shall be attached at least 12 feet above ground level and, when located on wood utility poles, shall not interfere with the identified communication space. x Radio equipment shall be attached to a pole behind existing signage under the following conditions: o Radio equipment shall be placed within a shroud that does not exceed the dimensions of the sign in height and width, nor 4 inches in depth, including any required mounting bracket. o In no event shall WCF equipment obscure or interfere with the visibility or functioning of the signage. x The associated antenna(s) shall be placed in a shroud at the top of the pole. x Antennas shall have the smallest size possible to achieve the coverage objective. x The diameter of the antenna and shroud shall not exceed 15 inches at their widest. x For Streetlight Poles: The maximum WCF height shall not exceed 3 feet (or 5.5 feet for top- mounted designs) from the top of the streetlight pole that meets the City standards for the proposed location. x The associated “antenna skirt” shall taper to meet the pole above the mast arm. x Antennas and/or equipment at the top of the pole shall be covered by a single integrated shroud and “antenna skirt” designed without gaps between materials or sky visible between component surfaces and between the shroud or skirt and the top of the pole. x All components external to the pole shall have an integral color or shall be painted to match the color and/or materials of the pole. x Equipment shall be oriented to face in either of the directions of travel in the right of way and shall not face or extend toward private property or the curb line. x For Streetlight Poles: Equipment that cannot propagate an adequate signal within the shrouding required by the standard designs shall be attached to a streetlight pole at a height of 2 feet below the light mast or higher. Each instance of such equipment shall not exceed 0.85 cubic feet, nor shall the total volume of such equipment and any shrouding exceed 2.6 cubic feet per streetlight pole. x Any WCF attachments placed below 16 feet above ground level shall not be placed closer than 18 inches to the curb, nor shall they extend over the sidewalk x All WCF equipment shall maintain at least 3 feet from any curb cut. x For Streetlight Poles: All wires and cabling shall be routed entirely underground and within the pole and any attached shroud. x Safety signs shall be the smallest size possible to accomplish its purpose. x For Streetlight Poles: Power disconnects shall be labeled and placed in a vault near the base of the pole. x Except as provided in these standards, no equipment cabinets may be placed at grade. x A WCF shall utilize an existing streetlight pole or wood utility pole location. Any new pole locations are prohibited unless approved through a City Public Works/Utilities pole placement application. Code Compliance The proposed project does not qualify for a Tier 1 WCF Eligible Facilities Request. The proposed project qualifies as a Tier 2 WCF under of PAMC 18.42.110 because it modifies an eligible support structure (metal streetlights), collocates new equipment, and substantially changes the physical dimensions of the eligible support structure on which it is mounted. The proposed project also supports the goals of Palo Alto Comprehensive Plan, including Goal B-3 for Palo Alto to serve as a Regional Shopping, Services, and Employment Center. Reliable wireless service is a critical aspect of the city’s infrastructure, and these WCF installations will provide essential communication capability to the people of Palo Alto, as well as emergency services for years to come. Future expansion of additional WCF’s, including 5G equipment, would be designed in accordance with the applicable laws and the City’s Objective Standards to the greatest extent feasible. Lighting is not required for this project and therefore has not been proposed. The proposal for a small cell network in Palo Alto is consistent with the goals of the comprehensive plan to contribute to economic vitality in the area. The proposed project will provide additional network coverage and enhanced wireless communications services which will benefit the public health, safety, convenience, and welfare of the community. Safety Many of the design criteria for a WCF relates to safety. Because all pole mounted equipment is attached above 16’, the public will not have access to the equipment which will prevent vandalism and graffiti. If maintenance of the streetlight is required, the Network Operations Center (NOC) contact information is located on the signage for each node, as agreed upon by City of Palo Alto Utilities (CPAU) engineering and management team. Verizon Wireless has agreed to allow CPAU to shut down the WCF if maintenance is required without calling the NOC. All sites require a structural analysis, signed and stamped by a California Registered Professional Engineer for review by City engineering staff. Small Cell Selection Process Pole Selection Based on the need to provide network coverage and capacity, Verizon Wireless engineers identify target streetlight pole locations throughout the city to add, improve, and optimize network performance. Each streetlight pole is then visited by a team to verify existing city-owned structures available for attachment within the targeted engineering area. During this fielding walk, guidelines from the Planning Department and the City of Palo Alto Utilities Engineering Department, as well as Verizon Wireless’ Engineering, Real Estate, and Construction teams are utilized to determine the most viable pole, subsequently identifying it as the “Primary” location. The criteria used to select a pole in a given area has been compiled into the WCF Siting Guidelines below. Collocation with Other Small Cells The first step when a location is identified by Verizon Engineering is to visit the area and assess suitable structures for attachment. In some cases, there may be an existing WCF or small cell located on a utility pole in the area. While it may appear sensible to collocate on the same pole as an existing WCF, this is not feasible for many reasons. ROW poles are small and can only support a limited amount of equipment structurally. Signal interference between carrier technology can also present a problem in locating equipment on the same structure. Some carrier antennas and frequencies need significant separation to avoid interference, and most ROW poles don’t have enough space to allow for this separation. For these reasons, Verizon Wireless has not proposed collocation on an existing WCF. WCF Siting Guidelines Our team has drafted a list of criteria and constraints used in selecting a pole, presented in the guidelines below. WCF’s differ from traditional “macro” cells in that their “small cell” quality dictates that they be located in a very specific area and can only move a short distance (measured in feet) within an identified area of need when these criteria and constraints cannot be met. When selecting a pole to serve a specific area, Verizon Wireless performs a thorough analysis of the existing infrastructure to determine the most appropriate location. Criteria have been further adjusted as city staff from Planning, Urban Forestry, and CPAU have all made time to attend site walks with Verizon Wireless real estate, engineering, and construction teams in their fielding efforts. Development Criteria Development Standards from PAMC §18.42.110(i) x Shall utilize the smallest antennae, radio, and associated equipment, as measured by volume, technically feasible to achieve a network objective x Shall be screened from public view x When attached to an existing structure, shall be shrouded or screened using materials or colors found on existing structure x Shall be placed at a location that would not require the removal of any required landscaping or would reduce the quantity of landscaping to a level of noncompliance with the Zoning Code x An antenna, base station, or tower shall be of a "camouflaged" or "stealth" design, including concealment, screening, and other techniques to hide or blend the antenna, base station, or tower into the surrounding area, such as the use of a monopine design x Shall not be attached on a historic structure/site Planning Department Objective Siting Standards – Resolution 9873 x Poles located in the public ROW are preferred. Poles on Public Utility Easements are not selected for attachment x Permitted Zoning Districts: WCF placement is permitted in non-residential zoning districts. x Public School Boundary: A WCF shall not be placed within 600 feet of a parcel containing a public school. No WCF Exception shall be granted allowing a WCF to be placed closer than 300 feet to a parcel containing a public school. x Residential Zone of Exclusion: No WCF shall be placed within the public right of way in the area between the street centerline and the central fifty percent (50%) of the immediately adjacent parcel’s front lot line. The central fifty percent standard shall be based on the parcel’s lot width. For corner lots, the central fifty percent standard along the street lot line shall be based on the parcel’s lot depth. x Residential Roadways: Any request for a WCF Exception involving placement of a WCF within a residential zoning district shall prioritize WCF placement on the following roadway types o Expressways o Arterials o Residential Arterials o Roadways identified with a Special Setback (including collector and local streets) *In each instance above, the priority shall be for placement of WCF most distant from residential property. x A WCF shall not be placed closer than 20 feet from any building used for occupancy in any zoning district. x A WCF shall not be placed less than 600 feet away from another WCF. This requirement does not preclude WCFs collocating on the same structure where otherwise allowed. x A WCF shall not be placed less than 20 feet away from any roadway intersection. An intersection is measured from the start of the curb radius. x A WCF shall not be placed along an identified scenic route. x A WCF shall not be placed within a listed historic district, nor immediately adjacent to a parcel with an historic structure, nor immediately adjacent to an historic site, as those terms are defined by PAMC Section 16.49.020. x A WCF shall not be placed in a potential historic district, or immediately adjacent to a potential historic structure or site, where the application for historic designation was filed with the City prior to the filing of a WCF application, until a final decision has been made regarding that pending historic designation. x No WCF is to be placed within 300 feet of a parcel containing a public school x No WCF is to be placed within 20 feet of a habitable residential building in a residential zoning district x No WCF is to be placed on wood utility poles within the Residential Zone of Exclusion described in this resolution x No WCF is to be placed in an alley within a residential zoning district. City of Palo Alto Utilities Standards x Proposed SWF must have access to low voltage power source x Power source must be independent of City streetlight power x City streetlight power conduit cannot be shared with applicant x Coverage gaps in service x Proximity to tree foliage. Trees will interfere with the antenna signal x Proximity to residences. Verizon Wireless’ radio-antenna units need to be as close as possible to residences x Street coverage needs for autonomous vehicles x Proximity to power source x Proximity to fiber source Additional Considerations Beyond the siting and engineering criteria, wherever possible, poles are selected to reduce the impact on views from streets as well as adjacent residences. Site selection was further constrained, wherever possible, to avoid poles located in private residential easements (e.g., backyards) and proximity to second story windows. Because WCF’s provide service over a small area, approximately five hundred (500) to one thousand (1000) feet, there is less flexibility in how far they can be moved from a defined engineering target. As a result, there are a limited number of existing structures located in the public ROW on wood utility poles or metal streetlights that will meet the required engineering objective for any given WCF. As our Alternative Siting Analyses demonstrates, many seemingly suitable poles must be eliminated due to Planning WCF Siting Standards, CPAU engineering requirements, or Verizon Wireless engineering needs. As these examples demonstrate, there is often only one suitable pole for a small cell within a designated coverage area. Verizon Wireless Engineer Standards 20PLN-00118 Page 1 of 23 May 25, 2021 Jeremy Stroup GTE Mobilnet of CA, LLP, dba Verizon Wireless 575 Lennon Ln., #125 Walnut Creek, CA 94598 Subject: 250 Hamilton Avenue [20PLN-00118]; Wireless Communication Facility (WCF) Permit Applications for three WCF Nodes – Verizon Cluster 4 Dear Mr. Stroup: On May 25, 2021, the Director of Planning and Development Services (Director) made decisions regarding three nodes requested with application 20PLN-00118. The Director has approved three WCF nodes referenced in file 20PLN-00118 based upon findings in Attachments A, B, and C. These Decisions are for the following three WCF nodes proposed on metal streetlight utility poles in the public right of way: • Node 061, (adjacent to 1221 Middlefield Road); Approved • Node 204, (adjacent to 850 Webster Street); Approved • Node 205, (adjacent to 853 Middlefield Road); Approved Background The City initially received applications for seven Wireless Communication (WCF) nodes in Verizon Cluster 4 (20PLN-00118) on June 15, 2020. Upon review, the City deemed the application incomplete on June 20, 2020. The applicant removed nodes in subsequent resubmittals such that the final submittal only included three proposed locations. As of May 7, 2021, the project was deemed complete because the applicant provided adequate documentation to satisfy the checklist requirements. The WCF nodes in Verizon Cluster 4 are described as Tier 2 Wireless Communication Facilities under the Palo Alto Municipal Code, with review and decision processes subject to Palo Alto Municipal Code (PAMC) Sections 18.42.110(g), 18.42.110(i), and 18.42.110 (k) (2019). The applicable objective standards for this application are under City of Palo Alto Resolution No. 9873. Decisions These Decisions are based upon the review of all information contained within the project plans as well as the administrative record in comparison to applicable objective wireless administrative standards (objective standards), zoning regulations, and other municipal code requirements. In accordance with the California Environmental Quality Act (CEQA), the Director has determined that these Decisions are categorically exempt pursuant to CEQA Guidelines Sections 15303 (New Construction and Conversion of Small Structures) and 15311 (Accessory Structures). EFFECTIVE DATE FOR DECISIONS AND APPEALS PROCEDURE: The Decisions on each of the three WCF nodes shall become final and effective fourteen (14) calendar days from the postmark date of the letter and notice DocuSign Envelope ID: B67733DC-D700-4B84-964C-B1247FC3434B card mailing (or on the next business day if it falls on a weekend or holiday), unless an appeal(s) is filed. Any appeal(s) shall be in writing and submitted to the Planning Division prior to the end of the business day of the fourteenth day. The Decisions for those WCF nodes that are not appealed within this time shall become final. In accordance with PAMC Section 18.42.110(g), any appeal(s) may be set for hearing before the City Council or may be placed on the City Council’s consent calendar, pursuant to PAMC Section 18.77.070(f). The appeal form, which contains brief instructions, can be found on the City website (https://bit.ly/2PurTEk). Each appealed WCF node should be specifically listed by node number on the appeal form and, in the letter, stating the reason(s) for the appeal. In the event you assert that Federal law preempts any element of this decision, provide all relevant evidence. While subject to change, any appeal, if filed, would likely be considered by the City Council at a special meeting on Tuesday, June 22, 2021. The cost to appeal Director decisions on one or more WCF nodes is the $610.50 appeal filing fee. In addition, there is an initial deposit for appeals of $3,910, which is due from the applicant as follows: In the event an applicant files an appeal, the initial deposit of $3,910 must be paid together with the appeal filing fee for the appeal to be considered timely. If an appeal is filed by a party other than applicant, applicant must provide the initial deposit of $3,910 within 5 business days from the date the City provides applicant with notice of the appeal. As outlined in the Municipal Fee Schedule, this deposit is refunded if the City Council denies a third- party appeal or upholds an applicant appeal. Approvals shall be effective for one year from the date they become final, within which time construction of the project shall have commenced. Applications for extensions may be made prior to approval expiration. Should you have any questions regarding this approval, please do not hesitate to contact Garrett Sauls, at (650) 329- 2471, or e-mail Garrett.Sauls@CityofPaloAlto.org. Sincerely, Jonathan Lait Director of Planning and Development Services Cc: Paul Albritton, Verizon Legal Counsel Don Austin, PAUSD Superintendent & PAUSD Board of Education (for NODE 205) Property owners and tenants within 600 feet of each WCF ATTACHMENTS: ATTACHMENT A: FINDINGS FOR APPROVAL OF NODE 061 ATTACHMENT B: FINDINGS FOR APPROVAL OF NODE 204 ATTACHMENT C: FINDINGS FOR APPROVAL OF NODE 205 ATTACHMENT D: CONDITIONS OF APPROVAL DocuSign Envelope ID: B67733DC-D700-4B84-964C-B1247FC3434B ATTACHMENT A: FINDINGS FOR APPROVAL OF NODE 061 I. Applicable Provisions of the Palo Alto Municipal Code  Section 18.42.110(g)(2)-(3) [Tier 2] (2019) (2) The Director, or Council on appeal, shall grant a Tier 2 WCF Permit provided the proposed WCF complies with the conditions of approval in Section 18.42.110(j) and all objective standards adopted and amended from time to time by resolution of the City Council or the development standards in Section 18.42.110(i). (3) The Director, or Council on appeal, shall deny a Tier 2 WCF Permit if the above findings [PAMC Section 18.42.110(j)] cannot be made.  Section 18.42.110(k)(1) [2019]: The decision-making authority may grant exceptions to objective standards adopted by City Council resolution or any provision of this Section 18.42.110, upon finding that: A. The proposed WCF complies with the requirements of this Section 18.42.110 and any other requirements adopted by the City Council to the greatest extent feasible; and either B. As applied to a proposed WCF, the provision(s) from which exception is sought would deprive the applicant of rights guaranteed by federal law, state law, or both; or C. Denial of the application as proposed would violate federal law, state law, or both. II. Findings Pursuant to PAMC Section 18.42.110(g):  The Director finds that Node 061 meets the conditions of approval in Section 18.42.110(j). Node 061 complies with PAMC Section 18.42.110(j) because the referenced Wireless Communication Facility standard conditions of approval are incorporated into the specific conditions of approval for this project 20PLN-00118.  Although Node 061 fails to meet one or more of the objective standards adopted by City Council Resolution No. 9873, the applicant has applied for exceptions to the objective standards and the Director has made the required findings for the exceptions, as provided in Section III below. With the requested exceptions, the application complies with all applicable objective standards. III. Findings for Exceptions Pursuant to PAMC Section 18.42.110(k) Node 61 requires exceptions from the following objective standards: Permitted Zoning Districts, Pole Replacement/Style Placement Guide, and WCF Design Quality - Equipment Facing Private Property. The required findings for these exceptions can be made, as follows: PAMC 18.42.110(k)(1)(A) The City finds that the proposed WCF complies with the requirements of this Section 18.42.110 and any other requirements adopted by the City Council to the greatest extent feasible, for the following reasons: 1. The applicant has demonstrated that they are seeking to limit the aesthetic impacts of their facility to the greatest extent possible while meeting their coverage objective. Based on the City’s review of potential alternative sites and designs, other available WCF locations in the area would also require exceptions to the Objective Standards and would have a greater aesthetic impact on the environment. 2. Permitted Zoning Districts: The applicant has demonstrated that, given the limited reach of available network equipment, they would not be able to meet their coverage objective without locating a WCF in DocuSign Envelope ID: B67733DC-D700-4B84-964C-B1247FC3434B a residential zone district. However, the applicant has attempted to comply with this standard to the greatest extent feasible by softening the aesthetic impacts created by the installation of these facilities in a residential zone district. The applicant has: proposed to shroud their antennas in order to hide any loose wires/cables, conformed to the volume allowances established by the Objective Standards inclusive of the shrouding, located the facility in an area where existing and proposed trees will screen it from view when traveling along the street from a pedestrian or vehicle level, and placed the facility outside the Residential Zone of Exclusion. 3. Pole Replacement/Style Placement Guide: The applicant has retained the aluminum material, fluted pole, pole taper from bottom to top, and Munsell Green color of the Downtown Style light poles. The facility, however, does not comply with the Downtown Style’s existing diameter for the light pole, the base width and height for the decorative clamshell base, and the light mast arm length. The applicant has identified that the light pole diameter must be modified from the City’s standard of seven (7) inches to 10 inches in order to support structural stability for the added antennas. As a result, the standard 19- and 7/8-inch base width to the clamshell would not fit, so they have proposed a 24-inch clamshell base. Staff has reviewed the calculations provided in the application and agree that the City’s current Downtown standard would not support the addition of antennas on it and that the deviation to the diameter and base of the clamshell is minor enough to remain consistent with the overall Downtown style. As noted in the Conditions of Approval, the other items shall be adjusted to conform to the City’s requirements. 4. WCF Design Quality - Equipment Facing Private Property: The plans show two of the three antennas do not face private property. While one antenna faces private property, the applicant has placed it in a manner that does not face perpendicular to the adjacent properties. In concert with the surrounding trees, this will help the facility blend in with the surrounding environment as it will contrast less with the typical movement patterns of vehicles and pedestrians along the street such that the facility will not immediately intersect with a their line of sight. In looking at all other locations, there were no opportunities where this condition would not apply that required a lesser number of exceptions. When exceptions are sought, the application is evaluated against all requirements of PAMC 18.42.110, including the Generally Applicable Development Standards (PAMC 18.42.110(i)) as indicated below. This analysis is provided to demonstrate how this node meets the Generally Applicable Development Standards. 1. Node 061 meets Generally Applicable Development Standard 1, that each WCF “shall utilize the smallest antennae, radio, and associated equipment, as measured by volume, technically feasible to achieve a network objective.” The proposed Wireless Communication Facilities (WCF) employs a design that balances aesthetic considerations and reduces, to the extent feasible, the small cell’s footprint on the utility pole. The facility meets the Objective Standard’s requirements that each antenna (inclusive of shrouding) be no larger than 0.85 cubic feet and, cumulatively, be no larger than 2.6 cubic feet for a 5G design. 2. Node 061 meets Generally Applicable Development Standard 2, that each WCF “shall be screened from public view.” The proposed antennas are screened from public view with metal shrouds that will be painted to match existing or proposed utility poles and Style Placement Guide specifications. Other equipment will be placed within an underground vault which will not be visible from ground level. Additionally, both sites have existing and proposed trees within 35 feet of the facility as required by the Objective Standards and the Conditions of Approval that will serve to further screen the WCF from view. 3. Nodes 061 meets Generally Applicable Development Standard 3, that each WCF “when attached to an existing structure, shall be shrouded or screened using materials or colors found on existing structure.” DocuSign Envelope ID: B67733DC-D700-4B84-964C-B1247FC3434B The small cell nodes will be located on metal streetlight poles. The proposed shroud and concealment approach is consistent and compatible with the colors and materials found on the Downtown Style of light poles the City has adopted through the Style Placement Guide. 4. Nodes 061 meets Generally Applicable Development Standard 4, that each WCF “Shall be placed at a location that would not require the removal of any required landscaping or would reduce the quantity of landscaping to a level of noncompliance with the Zoning Code.” No significant landscaping or parkway planting will be disturbed or lost. Where a small, existing, Littleleaf linden is proposed to be removed at Node 061, the Conditions of Approval provide that it be replaced in kind within the planter strip. Additionally, the Conditions of Approval require that the replacement for this tree be two-to-one to be consistent with the Tree Technical Manual’s “No Net Loss of Canopy” requirement. This will be actualized through an in-lieu fee payment for the replacement tree. 5. Nodes 061 meets Generally Applicable Development Standard 5, that “An antenna, base station, or tower shall be of a "camouflaged" or "stealth" design, including concealment, screening, and other techniques to hide or blend the antenna, base station, or tower into the surrounding area, such as the use of a monopine design,” The proposed antennas will be concealed with shrouds colored to the extent feasible to match the Downtown Style specifications. Other equipment will be placed within an underground vault which will not be visible from ground level. The placement and orientation of each node’s equipment has been evaluated to minimize visual impacts and, to the extent feasible, blend in with the surrounding area where existing or proposed trees will be within 35 feet of the facility on either side of the street. 6. Nodes 061 meets Generally Applicable Development Standard 6, that each WCF “Shall not be attached on a historic structure/site, as designated by Chapter 16.49,” This provision does not apply to the subject project as the facilities are not proposed on a historic structure or site. The Objective Standards additionally identify that an exception would be needed to locate a facility adjacent to a site that is currently undergoing an evaluation to determine California Register of Historic Resources (CRHR) or National Register of Historic Places (NRHP) eligibility. All surrounding buildings have been researched by staff and none have an active application to determine eligibility for either historic category and are not located within a historic district on the local register of historic places. PAMC 18.42.110(k)(1)(C) The City finds that as applied to the proposed WCF, the provision(s) from which exception is sought would deprive the applicant of rights guaranteed by federal law, state law, or both, for the following reasons:  The applicant has asserted that there is a significant coverage gap in their small cell 5G services within this area as the basis for their facility’s location. Currently, Verizon does not have any 5G small cell locations installed within Palo Alto which affirms the applicant’s statement. Because the applicant has shown that no alternative WCF locations in this service area would have a lesser aesthetic impact, denial of this node would imply that no application in this service area could be approved; therefore denial of the proposed location would represent a material inhibition on the provision of wireless services. DocuSign Envelope ID: B67733DC-D700-4B84-964C-B1247FC3434B ATTACHMENT B: FINDINGS FOR APPROVAL OF NODE 204 I. Applicable Provisions of the Palo Alto Municipal Code  Section 18.42.110(g)(2)-(3) [Tier 2] (2019) (2) The Director, or Council on appeal, shall grant a Tier 2 WCF Permit provided the proposed WCF complies with the conditions of approval in Section 18.42.110(j) and all objective standards adopted and amended from time to time by resolution of the City Council or the development standards in Section 18.42.110(i). (3) The Director, or Council on appeal, shall deny a Tier 2 WCF Permit if the above findings [PAMC Section 18.42.110(j)] cannot be made.  Section 18.42.110(k)(1) [2019]: The decision-making authority may grant exceptions to objective standards adopted by City Council resolution or any provision of this Section 18.42.110, upon finding that: A. The proposed WCF complies with the requirements of this Section 18.42.110 and any other requirements adopted by the City Council to the greatest extent feasible; and either B. As applied to a proposed WCF, the provision(s) from which exception is sought would deprive the applicant of rights guaranteed by federal law, state law, or both; or C. Denial of the application as proposed would violate federal law, state law, or both. II. Findings Pursuant to PAMC Section 18.42.110(g):  The Director finds that Node 204 meets the conditions of approval in Section 18.42.110(j). Node 204 complies with PAMC Section 18.42.110(j) because the referenced Wireless Communication Facility standard conditions of approval are incorporated into the specific conditions of approval for this project 20PLN-00118.  Although Node 204 fails to meet one or more of the objective standards adopted by City Council Resolution No. 9873, the applicant has applied for exceptions to the objective standards and the Director has made the required findings for the exceptions, as provided in Section III below. With the requested exceptions, the application complies with all applicable objective standards. III. Findings for Exceptions Pursuant to PAMC Section 18.42.110(k) Node 204 requires exceptions from the following objective standards: Permitted Zoning Districts, Pole Replacement/Style Placement Guide, Residential Roadways, and Distance Between WCFs. The required findings for these exceptions can be made, as follows: PAMC 18.42.110(k)(1)(A) The City finds that the proposed WCF complies with the requirements of this Section 18.42.110 and any other requirements adopted by the City Council to the greatest extent feasible, for the following reasons: 1. The applicant has demonstrated that they are seeking to limit the aesthetic impacts of their facility to the greatest extent possible while striving to meet their coverage objective. Based on the City’s review of potential alternative sites and designs, other available WCF locations in the area would also require exceptions to the Objective Standards and would have a greater aesthetic impact on the environment. 2. Permitted Zoning Districts: In order to soften the aesthetic impacts created by the installation of these facilities in a residential zone district, the applicant has: proposed to shroud their antennas in order to hide any loose wires/cables, conformed to the volume allowances established by the Objective Standards inclusive of the shrouding, located the facility in an area where existing and proposed trees DocuSign Envelope ID: B67733DC-D700-4B84-964C-B1247FC3434B will screen it from view when traveling along the street from a pedestrian or vehicle level, and placed the facility outside the Residential Zone of Exclusion. 3. Pole Replacement/Style Placement Guide: The applicant has retained the aluminum material, fluted pole, pole taper from bottom to top, and Munsell Green color of the Downtown Style light poles. The facility, however, does not comply with the Downtown Style’s existing diameter for the light pole, the base width and height for the decorative clamshell base, and the light mast arm length. The applicant has identified that the light pole diameter must be modified from the City’s standard of seven (7) inches to 10 inches in order to support structural stability for the added antennas. As a result, the standard 19- and 7/8-inch base width to the clamshell would not fit, so they have proposed a 24-inch clamshell base. Staff has reviewed the calculations provided in the application and agree that the City’s current Downtown standard would not support the addition of antennas on it and that the deviation to the diameter and base of the clamshell is minor enough to remain consistent with the overall Downtown style. As noted in the Conditions of Approval, the other items shall be adjusted to conform to the City’s requirements. 4. Residential Roadways: The facility will be screened from view due to the presence of trees within 35 feet on each side, the equipment will be placed within a shroud that conceals all wires and cables from view, and will meet the individual and cumulative volume requirements identified in the objective standards. 5. Distance Between WCFs: There is currently a T-Mobile facility located within an enclosure on the rooftop (roughly 130 feet tall) of the adjacent building at 850 Webster Street as well as an AT&T Mobility facility located on top of a 40 foot tall wood utility pole to the West of the proposed location near the intersection of Cowper Street and Homer Avenue. Each are within 250 linear feet of the proposed facility. The proposed location (29 feet tall) has been designed to retain the existing Ash trees within 35 feet of the facility, retain the Downtown Style of street light poles, and shroud their equipment within the volume requirements prescribed by the Objective Standards. These will serve to interrupt direct views of the facility along the vehicle and pedestrian environment once grown to maturity. The proximity of these WCFs to one another does not result in a cumulative impact to RF exposure that exceeds acceptable levels as identified in the reports provided from Hammett & Edison and CTC. Given the different visual planes for each facility (29, 40, and 130 feet high), along with the existence of numerous street trees along Homer Avenue towards Cowper Street, the proposed antennas will not have a deleterious impact to the street scape context such that the inclusion of this facility will result in a more visible or cluttered corridor with wireless facility equipment. When exceptions are sought, the application is evaluated against all requirements of PAMC 18.42.110, including the Generally Applicable Development Standards (PAMC 18.42.110(i)) as indicated below. This analysis is provided to demonstrate how this node meets the Generally Applicable Development Standards. 1. Node 204 meets Generally Applicable Development Standard 1, that each WCF “shall utilize the smallest antennae, radio, and associated equipment, as measured by volume, technically feasible to achieve a network objective.” The proposed Wireless Communication Facilities (WCF) employs a design that balances aesthetic considerations and reduces, to the extent feasible, the small cell’s footprint on the utility pole. The facility meets the Objective Standard’s requirements that each antenna (inclusive of shrouding) be no larger than 0.85 cubic feet and, cumulatively, be no larger than 2.6 cubic feet for a 5G design. 2. Node 204 meets Generally Applicable Development Standard 2, that each WCF “shall be screened from public view.” The proposed antennas are screened from public view with metal shrouds that will be painted to match existing or proposed utility poles and Style Placement Guide specifications. Other DocuSign Envelope ID: B67733DC-D700-4B84-964C-B1247FC3434B equipment will be placed within an underground vault which will not be visible from ground level. Additionally, both sites have existing and proposed trees within 35 feet of the facility as required by the Objective Standards and the Conditions of Approval that will serve to further screen the WCF from view. 3. Node 204 meet Generally Applicable Development Standard 3, that each WCF “when attached to an existing structure, shall be shrouded or screened using materials or colors found on existing structure.” The small cell nodes will be located on metal streetlight poles. The proposed shroud and concealment approach is consistent and compatible with the colors and materials found on the Downtown Style of light poles the City has adopted through the Style Placement Guide. 4. Node 204 meets Generally Applicable Development Standard 4, that each WCF “Shall be placed at a location that would not require the removal of any required landscaping or would reduce the quantity of landscaping to a level of noncompliance with the Zoning Code.” No significant landscaping or parkway planting will be disturbed or lost. 5. Node 204 meets Generally Applicable Development Standard 5, that “An antenna, base station, or tower shall be of a "camouflaged" or "stealth" design, including concealment, screening, and other techniques to hide or blend the antenna, base station, or tower into the surrounding area, such as the use of a monopine design.” The proposed antennas will be concealed with shrouds colored to the extent feasible to match the Downtown Style specifications. Other equipment will be placed within an underground vault which will not be visible from ground level. The placement and orientation of each node’s equipment has been evaluated to minimize visual impacts and, to the extent feasible, blend in with the surrounding area where existing or proposed trees will be within 35 feet of the facility on either side of the street. 6. Node 204 meet Generally Applicable Development Standard 6, that each WCF “Shall not be attached on a historic structure/site, as designated by Chapter 16.49,” This provision does not apply to the subject project as the facilities are not proposed on a historic structure or site. PAMC 18.42.110(k)(1)(C) The City finds that as applied to the proposed WCF, the provision(s) from which exception is sought would deprive the applicant of rights guaranteed by federal law, state law, or both, for the following reasons:  The applicant has asserted that there is a significant coverage gap in their small cell 5G services within this area as the basis for their facility’s location. Currently, Verizon does not have any 5G small cell locations installed within Palo Alto which affirms the applicant’s statement. Because the applicant has shown that no viable alternative WCF locations in this service area would have a lesser aesthetic impact, denial of this node would imply that no application in this service area could be approved; therefore denial of the proposed location would represent a material inhibition on the provision of wireless services. DocuSign Envelope ID: B67733DC-D700-4B84-964C-B1247FC3434B ATTACHMENT C: FINDINGS FOR APPROVAL OF NODE 205 I. Applicable Provisions of the Palo Alto Municipal Code  Section 18.42.110(g)(2)-(3) [Tier 2] (2019) (2) The Director, or Council on appeal, shall grant a Tier 2 WCF Permit provided the proposed WCF complies with the conditions of approval in Section 18.42.110(j) and all objective standards adopted and amended from time to time by resolution of the City Council or the development standards in Section 18.42.110(i). (3) The Director, or Council on appeal, shall deny a Tier 2 WCF Permit if the above findings [PAMC Section 18.42.110(j)] cannot be made.  Section 18.42.110(k)(1) [2019]: The decision-making authority may grant exceptions to objective standards adopted by City Council resolution or any provision of this Section 18.42.110, upon finding that: A. The proposed WCF complies with the requirements of this Section 18.42.110 and any other requirements adopted by the City Council to the greatest extent feasible; and either B. As applied to a proposed WCF, the provision(s) from which exception is sought would deprive the applicant of rights guaranteed by federal law, state law, or both; or C. Denial of the application as proposed would violate federal law, state law, or both. II. Findings Pursuant to PAMC Section 18.42.110(g):  The Director finds that Node 205 meets the conditions of approval in Section 18.42.110(j). Node 205 complies with PAMC Section 18.42.110(j) because the referenced Wireless Communication Facility standard conditions of approval are incorporated into the specific conditions of approval for this project 20PLN-00118.  Although Node 205 fails to meet one or more of the objective standards adopted by City Council Resolution No. 9873, the applicant has applied for exceptions to the objective standards and the Director has made the required findings for the exceptions, as provided in Section III below. With the requested exceptions, the application complies with all applicable objective standards. III. Findings for Exceptions Pursuant to PAMC Section 18.42.110(k) Node 205 requires exceptions from the following objective standards: Permitted Zoning Districts, Public School Boundary, Residential Roadways, WCF Design Quality - Equipment Facing Private Property, Curb Clearances, Pole Replacement/Style Placement Guide, and Landscape Screening. The required findings for these exceptions can be made, as follows: PAMC 18.42.110(k)(1)(A) The City finds that the proposed WCF complies with the requirements of this Section 18.42.110 and any other requirements adopted by the City Council to the greatest extent feasible, for the following reasons: 1. The applicant has demonstrated that they are seeking to limit the aesthetic impacts of their facility to the greatest extent possible while striving to meet their coverage objective. Based on the City’s review of potential alternative sites and designs, other available WCF locations in the area would also require exceptions to the Objective Standards and would have a greater aesthetic impact on the environment. 2. Permitted Zoning Districts: The applicant has demonstrated that, given the limited reach of available network equipment, they would not be able to meet their coverage objective without locating a WCF in a residential zone district. However, the applicant has attempted to comply with this standard to the DocuSign Envelope ID: B67733DC-D700-4B84-964C-B1247FC3434B greatest extent feasible by softening the aesthetic impacts created by the installation of these facilities in a residential zone district. The applicant has: proposed to shroud their antennas in order to hide any loose wires/cables, conformed to the volume allowances established by the Objective Standards inclusive of the shrouding, and located where the existing aesthetic impact of utility equipment will not be exacerbated by the introduction of a new WCF.. In addition, this location is immediately adjacent to a non-residential use and therefore has a more limited aesthetic impact on the residential zone district. 3. Public School Boundary: As proposed, the facility is located within 600 feet of Addison Elementary School. In looking at other alternatives within the coverage area, only the wood utility poles along the Eastern side of Channing Avenue are outside the 600-foot boundary. The applicant has identified that their equipment cannot be mounted on top of the wood utility poles, as they need to be placed at similar heights to other facilities in order to support the network. Additionally, the wood utility poles do not have appropriate spacing per G.O. 95 rules to locate the facilities at a mid-pole mounted location. Therefore, the alternative poles in the coverage area but beyond 600 feet of Addison Elementary School are not technically feasible. The applicant has attempted to comply with this standard to the greatest extent feasible by proposing a location that is approximately 540 feet from the school’s property line. 4. Residential Roadways: The applicant proposed one alternative location within the coverage area that was on a residential arterial roadway rather than a local/collector street. However, this alternative location would have a greater aesthetic impact than the proposed location when considering the existing aesthetic condition. For example, alternative D would require the permanent removal of two street trees. In addition, the proposed location is adjacent to a commercial parking lot, meeting the priority for placement of a feasible WCF most distant from residential property. Finally, this location is not currently within a planned undergrounding district; the WCF will not have an increased aesthetic impact in the future, as existing utilities will remain. Because there are no alternative locations on non- local/collector streets with lesser aesthetic impacts, the proposed location complies with this objective standard to the greatest extent feasible. 5. WCF Design Quality - Equipment Facing Private Property: The plans show two of the three antennas do not face private property. One antenna directly faces the adjacent property of 853 Middlefield Road. The adjacent landscape planter has two existing Chinese Pistache trees that will serve to interrupt direct views of the facility from the subject property. The applicant has proposed an amenity tree underneath the existing communication lines towards the Eastern side of the facility to help interrupt direct views of the facility. Given the presence of other utility equipment in the area, the addition of this facility will not introduce a greater aesthetic impact than already exists around the area. The applicant seeks to lessen its impact by planting an amenity tree and shrouding the antenna wires/cables. There are no alternative locations within the coverage area that do not require this exception; for the reasons provided in this paragraph, the proposed location minimizes aesthetic impacts of the exception and represents the greatest feasible compliance with this standard. 6. Curb Clearances: The proposed location is within 24inches of a curb face, where the objective standards require at least 36 inches of clearance. Although there are alternative locations that comply with this standard, overall, the proposed location has the least aesthetic impact when considering the existing aesthetic condition of the site. Given the presence of other utility equipment in the area, the addition of this facility will not introduce a greater aesthetic impact than already exists around the area and seeks to lessen its impact through the use of amenity tree placement and shrouding of antenna wires/cables. 7. Pole Replacement/Style Placement Guide: The applicant has retained the aluminum material, fluted pole, pole taper from bottom to top, and Munsell Green color of the replacement light poles. The facility, however, does not comply with the pole type’s existing diameter for the light pole and height. The applicant has identified that the light pole diameter must be modified from the City’s standard of six and a half (6.5) inches to eight (8) inches in order to support structural stability for the added antennas. Staff has reviewed the calculations provided in the application and agree that the City’s current standard DocuSign Envelope ID: B67733DC-D700-4B84-964C-B1247FC3434B would not support the addition of antennas on it and that the deviation to the diameter of the pole is minor enough to remain consistent with the overall replacement style. As noted in the Conditions of Approval, the other items shall be adjusted to conform to the City’s requirements 8. Landscape Screening: The applicant has proposed an amenity tree underneath the existing communication lines towards the Eastern side of the facility to help interrupt direct views of the facility. There are no viable locations for an amenity tree along the Western side of the street due to the presence of utility guide wires and the adjacent property’s driveway. Given the presence of other utility equipment in the area, the addition of this facility will not introduce a greater aesthetic impact than already exists around the area and seeks to lessen its impact through the use of amenity tree placement and shrouding of antenna wires/cables. When exceptions are sought, the application is evaluated against all requirements of PAMC 18.42.110, including the Generally Applicable Development Standards as indicated below. This analysis is provided to demonstrate how this node meets the Generally Applicable Development Standards. 1. Node 205 meets Generally Applicable Development Standard 1, that each WCF “shall utilize the smallest antennae, radio, and associated equipment, as measured by volume, technically feasible to achieve a network objective.” The proposed Wireless Communication Facilities (WCF) employs a design that balances aesthetic considerations and reduces, to the extent feasible, the small cell’s footprint on the utility pole. The facility meets the Objective Standard’s requirements that each antenna (inclusive of shrouding) be no larger than 0.85 cubic feet and, cumulatively, be no larger than 2.6 cubic feet for a 5G design. 2. Node 205 requires an exception from Generally Applicable Development Standard 2, that each WCF “shall be screened from public view.” Although the proposed location does not permit screening trees or similar landscaping on both sides of the WCF along the public right of way, the applicant has proposed an amenity tree underneath the existing communication lines towards the Eastern side of the facility to help interrupt direct views of the facility. In addition, the proposed antennas are covered with metal shrouds that will be painted to match existing or proposed utility poles and Style Placement Guide specifications. Other equipment will be placed within an underground vault which will not be visible from ground level. Given the presence of above ground utilities and a location adjacent to a parking lot for a non-residential use, the facility will be introduced into an area that is not currently an aesthetically pleasing environment, and applicant’s addition of an amenity tree will improve the area aesthetics. This location is not currently within a planned undergrounding district; the WCF will not have an increased aesthetic impact in the future, as existing utilities will remain. An exception can be granted because the proposed location has fewer aesthetic impacts than alternative locations and the applicant’s proposals provide the greatest amount of screening feasible for the location. 3. Node 205 meets Generally Applicable Development Standard 3, that each WCF “when attached to an existing structure, shall be shrouded or screened using materials or colors found on existing structure.” The small cell node will be located on metal streetlight poles. The proposed shroud and concealment approach is consistent and compatible with the colors and materials found on the replacement style of light poles the City has adopted through the Style Placement Guide. 4. Node 205 meets Generally Applicable Development Standard 4, that each WCF “Shall be placed at a location that would not require the removal of any required landscaping or would reduce the quantity of landscaping to a level of noncompliance with the Zoning Code.” No significant landscaping or parkway planting will be disturbed or lost. DocuSign Envelope ID: B67733DC-D700-4B84-964C-B1247FC3434B 5. Node 205 meets Generally Applicable Development Standard 5, that “An antenna, base station, or tower shall be of a "camouflaged" or "stealth" design, including concealment, screening, and other techniques to hide or blend the antenna, base station, or tower into the surrounding area, such as the use of a monopine design,” As noted above in Finding #2 the proposed antennas will be concealed with shrouds colored to the extent feasible to match the replacement style specifications. Other equipment will be placed within an underground vault which will not be visible from ground level. 6. Node 205 meets Generally Applicable Development Standard 6, that each WCF “Shall not be attached on a historic structure/site, as designated by Chapter 16.49,” This provision does not apply to the subject project as the facilities are not proposed on a historic structure or site. PAMC 18.42.110(k)(1)(C) The City finds that as applied to the proposed WCF, the provision(s) from which exception is sought would deprive the applicant of rights guaranteed by federal law, state law, or both, for the following reasons:  The applicant has asserted that there is a significant coverage gap in their small cell 5G services within this area as the basis for their facility’s location. Currently, Verizon does not have any 5G small cell locations installed within Palo Alto which affirms the applicant’s statement. Because the applicant has shown that no viable alternative WCF locations in this service area would have a lesser aesthetic impact, denial of this node would imply that no application in this service area could be approved; therefore denial of the proposed location would represent a material inhibition on the provision of wireless services. DocuSign Envelope ID: B67733DC-D700-4B84-964C-B1247FC3434B ATTACHMENT D TIER 2 WIRELESS COMMUNICATION FACILITY CONDITIONS OF APPROVAL FOR NODES 061, 204, and 205 This approval is based upon the finding that the proposed project complies with the Tier 2 WCF permit process and complies with applicable findings set forth in this letter above. The approval of this project shall be subject to the following conditions of approval. Planning Division 1. COMPLIANCE WITH APPROVED PLANS. Except as modified by these Conditions of Approval, each of the three (3) WCF nodes shall be built in compliance with the approved plans and associated application materials on file with the Planning Division for 20PLN-00118, except as modified by these conditions of approval. The aforementioned plans and application materials include:  Project Description, received April 27, 2021, including in regard to coverage and capacity information and azimuth direction.  Project Plans, titled “PALO ALTO SMALL CELL CITY CLUSTER 4/VERIZON CLUSTER 6,” received April 27, 2021 for the following nodes:  Node 061, CPAU Streetlight # 121 (adjacent to 1221 Middlefield Road)  Node 204, CPAU Streetlight # 53 (adjacent to 850 Webster Street)  Node 205, CPAU Streetlight # 71 (adjacent to 853 Middlefield Road) 2. SITE SPECIFIC REQUIREMENTS. Encroachment permit and streetwork permit plan sets shall include accurate locations of driveways, curb lines, utilities, the existing light mast orientation, and other existing conditions for each WCF. All existing street signs shall be retained and reinstalled at their existing heights or replaced to match existing if damaged. If damaged, existing painted curbs and other markings, curb ramps, ADA markings, crosswalks, and similar shall be replaced as part of construction. All street trees and private trees within the primary construction area and any trenching and boring areas shall be protected in accordance with the requirements in the City’s Technical Tree Manual. The approved plans must be updated to include the following:  Node 061 and Node 204 – In accordance with Condition of Approval 52 the light mast arm on the elevation drawings and schematic detail for the light pole shall be four (4) feet in length.  Node 061 and Node 204 – In accordance with Condition of Approval 51 the height of the decorative clam shell base on the elevation drawings and schematic detail shall be 35- and 13/16-inches tall. The width shall be 24-inches wide.  Node 061 – In accordance with Conditions of Approval 8 and 49, the site plan sheets (A1-A2) and arborist reports shall show a Littleleaf Linden replacing the existing Littleleaf Linden. In addition, one replacement tree shall be provided via in-lieu fee to maintain the City’s No Net Loss of Canopy requirements.  Node 204 – The Hammett and Edison reports in C5_250HAM_DOCS and C5_250HAM_PLANS shall be updated to reflect the azimuths being angled at a 35° and 215°.  Node 205 – The replacement pole shall follow the height of the existing style to be replaced. The elevations and schematic detail shall be updated to show the height of the replacement pole being 21 feet with a 36-inch rise on the light mast arm. The added five feet the applicant is proposing shall result in a 26-foot-tall light pole.  Node 205 – Banners are not present at this facility. The elevation drawings and schematic details shall be updated to remove these features. DocuSign Envelope ID: B67733DC-D700-4B84-964C-B1247FC3434B 3. NODE ALTERNATES. This approval does not include approval of any WCF node alternates discussed during the review process for 20PLN-00118. 4. LIGHTING. The height and orientation of illumination, photometrics and color temperature employed by the light masts shall remain the same as in existing conditions or follow the approved replacement style if located within a designated area of the Style Placement Guide. 5. PAINT COLOR FOR REPLACEMENT STREETLIGHT POLE, LIGHTMAST, SHROUD AND OTHER FEATURES ON THE POLE. Each node shall be painted to match the Downtown Style Munsell RAL5.5GY2.76/2.1 green color. 6. ANTENNA/RADIO/CABLING/SHROUD DESIGN. The antenna, cabling, and radio equipment will not be visible and shall be concealed and screened within a single custom green painted shroud that is mounted on the replacement streetlight pole. The shroud shall not have gaps or provide visibility to the sky between the top of the replacement streetlight pole and the bottom of the shroud. The shroud shall employ a taper to integrate fully with the tapering of the top of the replacement streetlight pole. Individually, each antenna, plus the shroud, shall not exceed 0.85 cubic feet. Cumulatively, these antennas shall not exceed 2.6 cubic feet. Aside from the portion that is tapered from the bottom of the equipment to meet the tapering of the pole, the shroud shall be continuous in its face. Venting louvers, if any, shall be minimized to the extent feasible. The shroud shall not extend more than 5-feet 6-inches in height beyond the top of the replacement streetlight pole. 7. MINOR MODIFICATIONS AT APPROVED NODE LOCATIONS. For approved node locations, and in their discretion, the Director of Planning and Development Services may approve minor modifications to these conditions, consistent with the required findings, in order to address any resource, technical, or utilities engineering-related site constraints. 8. SCREENING TREES FOR NODES 061, 204, AND 205. Existing street trees are within 35 feet of Nodes 061 and 204. The applicant is proposing to replace an existing street tree (Littleleaf Linden) with an amenity tree (Swamp Myrtle) at Node 061. As identified under COA 49 by Urban Forestry, this tree must be replaced with a Littleleaf Linden and additional replacement trees are required based on the No Net Loss of Canopy requirements in the Tree Technical Manual which may be paid through in-lieu fees. No trees are required to be removed at Node 204 and the existing Ash Trees shall not be removed. The existing and proposed trees within 35 feet of the facilities on both sides of the site shall remain for the life of the project to satisfy the screening objective identified in the findings for approval of each node. The applicant has proposed an amenity tree in the Eastern planter strip to Node 205 which must remain for the life of the project. Any future trimming or pruning of these trees shall be performed by the Department of Public Works only and to their sole discretion. Should any tree be damaged or removed by the applicant or any of their parties or subconsultants they have contracted with, penalties, fines, and replacements trees in existing locations will be enforced. 9. ANTENNA MODEL NUMBERS, TILTS, AND AZIMUTHS. The antenna model numbers, tilts, and azimuths for the three (3) WCF nodes shall remain consistent between the permit plans, the reports prepared by Hammett and Edison, and CTC Technology & Energy “Small Cell Application – Palo Alto Vinculums Verizon Cluster 4,”. Any additional azimuths or antennas are not approved. Prior to the issuance of streetwork and encroachment permits, any changes in antenna model numbers, tilts, and azimuths shall DocuSign Envelope ID: B67733DC-D700-4B84-964C-B1247FC3434B be accompanied by updated FCC compliance studies; the City may elect to peer review these reports at the applicant’s sole expense. 10. PLANNED FCC COMPLIANCE DOCUMENTATION. Prior to the issuance of streetwork and encroachment permits, the applicant shall submit updated FCC compliance studies to the extent that there are any changes to antenna height or other topics that change the analysis presented in the reports prepared by Hammett and Edison; the City may elect to peer review these reports at the applicant’s sole expense. 11. EXPLANATORY AND OTHER SAFETY SIGNAGE. Signs shall be no larger than necessary. The recommended explanatory signage described in the Reports by Hammett and Edison, as amended by the Fire Department’s Condition of Approval 88 & 89, or any other updated Planned FCC Compliance report shall be incorporated into the permit plan set. Signage shall comply with any relevant requirements of California Public Utilities Commission General Order No. 95. All radio frequency signage shall comply with FCC Office of Engineering and Technology Bulletin No. 65 or ANSI C95.2 for color, symbol, and content conventions. All such signage shall at all times provide a working local or toll-free telephone number to its network operations center, and such telephone number shall be able to reach a live person who can exert transmitter power-down control over this Site as required by the FCC. 12. PERMITTING. This approval letter, including the associated conditions of approval, shall be printed on the plan sets submitted for encroachment and street work permit review. 13. PERMITTING BY OTHERS. This approval does not include approval or permitting by other entities that may have additional permitting authority separate from the City of Palo Alto. This includes future fiber layout permits that connect to this facility. 14. PLANNING FINAL INSPECTION. A Planning Final inspection will be required to determine substantial compliance with the approved plans prior to the scheduling of a permit final inspection by the Public Works and/or Building Departments. Any revisions during the construction process must be approved by Planning, including but not limited to; landscaping, equipment, and hard surface locations. Contact the Planning and Development Services to schedule this inspection. 15. NODE MAINTENANCE. All aspects of the WCF small cell nodes shall always be well maintained and replaced, if necessary, to the satisfaction of the Director of Planning and Development Services. 16. MODIFICATIONS TO APPROVED PLANS. Any modifications, additions and intensification of use (i.e. additional antennas, equipment substitutions, adjustments in location or height) shall require review and approval as specified in the Palo Alto Municipal Code prior to construction. 17. NOISE ORDINANCE AND NOISE POLICIES. The WCF nodes shall comply with all noise standards specified in Municipal Code Chapter 9.10.050 and the noise-related policies in Chapter 4 (Natural Environment). 18. REMOVAL OF ABANDONED EQUIPMENT. Any components of the WCF nodes that cease to be in use for more than ninety (90) days shall be removed by the applicant, Wireless Communications Service provider, or property owner within ninety (90) days of the cessation of use of that WCF. A new WCF permit shall not be issued to an owner or operator of a WCF or a wireless communication service provider until the abandoned WCF or its component is removed. DocuSign Envelope ID: B67733DC-D700-4B84-964C-B1247FC3434B 19. AS-BUILT PLANS. An as-built set of plans and photographs depicting the entire WCF as modified, including all Transmission Equipment and all utilities, shall be submitted to the Planning Division within ninety (90) days after the completion of construction. (APPLICANT FOLLOW-UP REQUIRED) 20. RADIO FREQUENCY EMISSION. The applicant shall hire a radio engineer licensed by the State of California to measure the actual radio frequency emission of the WCF nodes and determine if it meets Federal Communications Commission standards. A report, certified by the engineer, of all calculations, required measurements, and the engineer's findings with respect to compliance with the FCC's radio frequency emission standards shall be submitted to the Planning Division within one year of commencement of operation. The report shall have a methodology section outlining instrumentation, measurement direction, heights and distances, and other protocols outlined in FCC Bulletin OET 65. The report shall include a list and identify any nearby RF sources, nearby reflecting surfaces or conductive objects that could produce regions of field intensification, antenna gain and vertical and horizontal radiation patterns, type of modulation of the site, polarization and emissions orientation(s) of the antenna(s), a log of all equipment used, and a map and list of all locations measured indicating the maximum power observed and the percentage of the FCC Uncontrolled/General Population guidelines at the measurement location. At the applicant’s expense, the City may elect to have a City-staff observer during the measurements, may elect to receive raw test measurements by location provided in electronic format to the observer, and may elect to have the report independently peer reviewed prior to report acceptance. Applicant may be required to submit these reports periodically for the life of the project, as determined by the Director of Planning and Development Services. (APPLICANT FOLLOW-UP REQUIRED) 21. INDEMNIFICATION. To the extent permitted by law, the applicant shall indemnify and hold harmless the City, its City Council, its officers, employees and agents (the “indemnified parties”) from and against any claim, action, or proceeding brought by a third party against the indemnified parties and the applicant to attack, set aside or void, any permit or approval authorized hereby for the Project, including (without limitation) reimbursing the City for its actual attorneys’ fees and costs incurred in defense of the litigation. The City may, in its sole discretion and at Applicant’s expense, elect to defend any such action with attorneys of its own choice. 22. COMPLIANCE WITH APPLICABLE LAWS. The applicant shall comply with all applicable provisions of the Code, any permit issued under this Code, and all other applicable federal, state and local laws (including without limitation all building code, electrical code and other public safety requirements). Any failure by the City to enforce compliance with any applicable laws shall not relieve any applicant of its obligations under this code, any permit issued under this code, or all other applicable laws and regulations. 23. PERMIT EXPIRATION. The WCF approval shall be valid for a period of one year from the original date of approval. In the event on-site construction under applicable street work and/or encroachment permits has not commenced within the time limit specified above, the approval shall expire and be of no further force or effect. A written request for a one-year extension shall be submitted prior to the expiration date in order to be considered by the Director of Planning and Development Services. 24. REVOCATION. The Director of Planning and Development Services may revoke any WCF permit if the permit holder fails to comply with any condition of the permit. The Director's decision to revoke a permit shall be appealable pursuant to the process applicable to issuance of the permit, as provided in PAMC Section 18.42.110(h), which is pursuant to the process for appeal of architectural review set forth in Section 18.77.070(f). DocuSign Envelope ID: B67733DC-D700-4B84-964C-B1247FC3434B Office of Transportation General Conditions for TCPs: Work hours: 9 am to 4 pm 25. If the driveway to any garage or parking area will need to be closed for permitted construction work, the affected property owner shall be served notice in writing regarding this necessary closure, at least 72 hours in advance. Approval is valid for 6 months from the date of approval. 26. “No Parking - Tow Away” signs must be posted 72 hours in advance. A sign must be placed at each affected parking space. 27. The clear width of the drive lane shall be minimum 10 feet per lane, or 12 feet, if only one lane is provided. 28. The applicant is responsible for notifying Palo Alto Dispatch of temporary lane closures in case of emergency vehicle route access (only for complete road closures). 29. Warning signs should not be placed on the bike lane. These must be placed adjacent to any bike lanes in the roadway or sidewalk. If a bike lane is used as part of the taper, then a “Bike lane closed ahead” sign is required on either side of the where the Bike lane begins. If there is no bike lane, then W11-1 and W16-1P sign required. 30. The applicant must coordinate with other construction work in the area of work to avoid conflict of overlapping project dates. All conflicting signs shall be covered while temporary signs are in place. 31. Any other required signs may have been missed in the review process. It is the contractor’s responsibility to follow MUTCD for the safety of residents and workers. The contractor is responsible for coordinating with affected agencies: Law Enforcement; Fire Department; Department of Public Works/Transportation; Rail, Bus, and Transit Companies; Schools; Trash Collection Services; and Emergency Response Services. Public Works Engineering 32. DOWNTOWN STYLE LIGHTING: Nodes 061 and 204 are located within the Downtown Style boundary. The applicant is required to use the approved decorative luminaries to be painted Munsell RAL5.5GY2.76/2.1 green. This applies to all locations that are within the Downtown boundary. Locations outside of the downtown boundary shall be replaced in kind with a similar style. 33. EASEMENT: All existing easements shall be indicated on plan submittal to Public Works for necessary permits. Any proposed items in existing Public Utility Easement areas shall be approved by CPA Utilities and Public Works Engineering. 34. DEMOLITION PLAN: Excavation activities associated with the proposed scope of work shall occur no closer than 10-feet from any existing street trees, or as approved by the Urban Forestry Division (contact 650-496-5953). Any changes shall be approved by Public Works. DocuSign Envelope ID: B67733DC-D700-4B84-964C-B1247FC3434B 35. WORK IN THE RIGHT-OF-WAY: The plans must clearly indicate any work that is proposed in the public right-of-way, such as sidewalk replacement, driveway approach, or utility laterals. The plans must include notes that the work must be done per City standards and that the contractor performing this work must first obtain a Street Work Permit from Public Works at the Development Center. 36. A permanent encroachment permit will be required for all equipment that is to be installed in the public right-of-way. 37. Public Works shall determine the number of encroachment permits and associated street work permits, if any, that can be processed in a batch. The applicant will be required to apply for all necessary permits including: Street Work and Encroachment Permit applications. All required applications shall be in the submittal package for Public Works. These necessary permit applications and requirements are available from Public Works on our website: https://www.cityofpaloalto.org/Departments/Public- Works/Engineering-Services/Forms-and-Permits. 38. The location of proposed pull boxes will be reviewed and determined on a location basis. 39. SIDEWALK, CURB & GUTTER. In the event existing sidewalks, curbs, gutters, driveway approaches, or street areas in the public right-of-way are disturbed as part of this project, the applicant shall repair or replace those sidewalks, curbs, gutters, driveway approaches, or street areas as directed by and to the satisfaction of the City Engineer. Contact Public Works inspector at 650-496-6929 to arrange a site visit so that the inspector can discuss the extent of replacement work along the public road. The site plan submitted with the building/streetwork/encroachment permit plan set must show the extent of the replacement work. 40. All trench work and placement of fiber optic conduit shall adhere to City of Palo Alto Public Works specifications. Refer to City of Palo Alto Public Works Conduit Location Detail Telecommunications Drawing No. 402. This detail will provide specifics for placement of conduit in both residential and commercial areas. Any deviation from City Standards and Regulations must be approved by Public Works and all other applicable Departments. 41. STORM WATER POLLUTION PREVENTION: The City's full-sized "Pollution Prevention - It's Part of the Plan" sheet must be included in the plan set. Copies are available from Public Works on our website http://www.cityofpaloalto.org/civicax/filebank/documents/2732. 42. The contractor may be required to submit a logistics plan to the Public Works Department prior to commencing work that addresses all impacts to the City’s right-of-way, including, but not limited to: pedestrian control, traffic control, truck routes, material deliveries, contractor’s parking, concrete pours, crane lifts, work hours, noise control, dust control, storm water pollution prevention, contractor’s contact, noticing of affected surrounding properties , and schedule of work. The requirement to submit a logistics plan will be dependent on the number of applications Public Works Engineering receives within close proximity to help mitigate and control the impact to the public-right-of-way. If necessary, Public Works may require a Logistics Plan during construction. 43. STREET WORK AND ENCROACHMENT PERMIT APPLICATION SUBMITTAL. Applicants are required to create an account and submit applications in the form of a preapplication. These preapplications will have an associated pre-application number. Online Permitting Services Process (Pre-application): DocuSign Envelope ID: B67733DC-D700-4B84-964C-B1247FC3434B  Become an Accela Citizen Access registered user. Simply head to Accela Citizen Access, and register with your email address. You'll receive a confirmation email in your inbox. https://aca.accela.com/PALOALTO/Account/RegisterDisclaimer.aspx  Complete a pre-application, which includes submitting your plans, documents, and other project-related materials. Staff will review your materials to ensure your file contains all the materials necessary for your project to be reviewed.  Once your project has everything needed, it will move on from being a pre-application to a full application (street-work or encroachment). Your assigned PW staff reviewer will reach out with your permit number and status. Long term encroachment permitee will be updated to facility owner/responsible party (not contractor); insurance per City standards will also be required from permitee. 44. Applicant may be required to submit a detailed cost estimate breakdown for proposed scope of work prior to permit issuance. Public Works review will request after review of estimated work cost on permit applications. Public Works – Urban Forestry 45. TREE PROTECTION COMPLIANCE. The owner and contractor shall implement all protection and inspection schedule measures as a condition of the building permit, Sheet T-1, and is subject to code compliance action pursuant to PAMC 8.10.080. The required protective fencing shall remain in place until final landscaping and inspection of the project. The fencing shall contain required warning sign and remain in place until final inspection of the project. Tree fencing shall be adjusted after demolition if necessary, to increase the tree protection zone as required by the project arborist. 46. TREE DAMAGE. Tree Damage, Injury Mitigation and Inspections apply to Contractor. Reporting, injury mitigation measures and arborist inspection schedule (1-5) apply pursuant to TTM, Section 2.20-2.30. Contractor shall be responsible for the repair or replacement of any publicly owned or protected trees that are damaged during the course of construction, pursuant to Title 8 of the Palo Alto Municipal Code, and city Tree Technical Manual, Section 2.25. 47. GENERAL. The following general tree preservation measures apply to all trees to be retained: No storage of material, topsoil, vehicles or equipment shall be permitted within the tree enclosure area. The ground under and around the tree canopy area shall not be altered. Trees to be retained shall be irrigated, aerated and maintained as necessary to ensure survival. 48. EXCAVATION RESTRICTIONS APPLY (TTM, Sec. 2.20 C & D). Any approved grading, digging or trenching beneath a tree canopy shall be performed using ‘air-spade’ method as a preference, with manual hand shovel as a backup. For utility trenching, including sewer line, roots exposed with diameter of 1.5 inches and greater shall remain intact and not be damaged. If directional boring method is used to tunnel beneath roots, then Table 2-1, Trenching and Tunneling Distance, shall be printed on the final plans to be implemented by Contractor. 49. TREE REPLACEMENT. Tree #1 at 1221 Middlefield Road (inventoried as Street Tree Site F2 at 1211 Middlefield Road), shall be replaced with two 24" box trees to comply with Table 3-1 of the Tree Technical Manual (replacement ratios), https://www.cityofpaloalto.org/files/assets/public/planning- amp-development-services/tree-preservation/tree-program-downloads/tree-technical- manualsections/tree-technical-manuel.orgcivicaxfilebankdocuments6436.pdf. One 24" box Littleleaf DocuSign Envelope ID: B67733DC-D700-4B84-964C-B1247FC3434B Linden shall be planted at the proposed site location and one payment of $650 shall be made to the Forestry Fund in lieu of planting a second tree. 50. Ensure all Tree Disclosure Statements on Sheet T-1 of the Tree Protection sheets are completed and signed. Public Works – Electrical Utilities 51. The applicant shall update their detail for the Downtown Style light pole schematic to show the height of decorative base being 35-13/16-inches tall as shown on the Palo Alto Style Placement Guide. 52. The applicant shall update their detail for the Downtown Style light pole style to have a four (4) foot mast arm with a 30-inch rise as shown on the Palo Alto Style Placement Guide. 53. The applicant shall comply with all the Electric Utility Engineering Department service requirements noted during plan review. 54. The applicant shall be responsible for identification and location of all utilities, both public and private, within the work area. Prior to any excavation work at the site, the applicant shall contact Underground Service Alert (USA) at 1-800-227-2600, at least 48 hours prior to beginning work. 55. The applicant shall submit a request to disconnect all existing utility services and/or meters including a signed affidavit of vacancy, on the form provided by the Building Inspection Division. Utilities will be disconnected or removed within 10 working days after receipt of request. The demolition permit will be issued after all utility services and/or meters have been disconnected and removed. 56. MASTER LICENSE AGREEMENT. Each WCF small cell node will comply at all times with the terms and conditions in the Master License Agreement for Use of City-Controlled Space on Utility Poles and Streetlight Poles and in Conduits (“MLA”) between the City of Palo Alto and GTE Mobilnet of California Limited Partnership, DBA Verizon Wireless executed on June 26, 2016. A security instrument, such as a Performance Bond or Letter of Credit, shall be provided in accordance with Section 14.0 of the Master License Agreement prior to encroachment or street work permit issuance. 57. All sites shall include pole loading calculations. 58. Applicant shall install an inter duct of suitable size inside the street lighting pole, if hard wiring is to connect to one of the antenna system/facilities. Applicant must keep antenna/proposed equipment’s electric circuitry completely separate from utility’s street lighting circuit. THE FOLLOWING SHALL BE INCORPORATED IN SUBMITTALS FOR ELECTRIC SERVICE 59. A completed Electric Load Sheet and a full set of plans must be included with all applications involving electrical work. The load sheet must be included with the preliminary submittal. 60. Industrial and large commercial customers must allow enough lead-time for Electric Utility Engineering and Operations (typically 8-12 weeks after advance engineering fees have been paid) to design and construct the electric service requested. DocuSign Envelope ID: B67733DC-D700-4B84-964C-B1247FC3434B 61. Only one electric service lateral is permitted per parcel. 62. The customer shall install all electrical substructures (conduits, boxes and pads) required from the service point to the customer’s switchgear. The design and installation shall be according to the City standards and shown on plans. 63. Location of the electric panel/switchboard shall be shown on the site plan and approved by the Utilities Department. 64. The customer is responsible for sizing the service conductors and other required equipment according to the National Electric Code requirements and the City standards. 65. Any additional facilities and services requested by the Applicant that are beyond what the utility deems standard facilities will be subject to Special Facilities charges. The Special Facilities charges include the cost of installing the additional facilities as well as the cost of ownership. 66. Projects that require the extension of high voltage primary distribution lines or reinforcement of offsite electric facilities will be at the customer’s expense and must be coordinated with the Electric Utility. DURING CONSTRUCTION 67. Contractors and developers shall obtain permit from the Department of Public Works before digging in the street right-of-way. This includes sidewalks, driveways, and planter strips. 68. At least 48 hours prior to starting any excavation, the customer must call Underground Service Alert (USA) at 1-800-227-2600 to have existing underground utilities located and marked. The areas to be check by USA shall be delineated with white paint. All USA markings shall be removed by the customer or contractor when construction is complete. 69. The customer is responsible for installing all on-site substructures (conduits, boxes and pads) required for the electric service. No more than 270 degrees of bends are allowed in a secondary conduit run. All conduits must be sized according to National Electric Code requirements and no 1/2 – inch size conduits are permitted. All off-site substructure work will be constructed by the City at the customer’s expense. Where mutually agreed upon by the City and the Applicant, all or part of the off-site substructure work may be constructed by the Applicant. 70. All primary electric conduits shall be concrete encased with the top of the encasement at the depth of 30 inches. No more than 180 degrees of bends are allowed in a primary conduit run. Conduit runs over 500 feet in length require additional pull boxes. 71. All new underground conduits and substructures shall be installed per City standards and shall be inspected by the Electrical Underground Inspector before backfilling. 72. Meter and switchboard requirements shall be in accordance with Electric Utility Service Equipment Requirements Committee (EUSERC) drawings accepted by Utility and CPA standards for meter installations. 73. Shop/factory drawings for switchboards (400A and greater) and associated hardware must be submitted for review and approval prior to installing the switchgear to: DocuSign Envelope ID: B67733DC-D700-4B84-964C-B1247FC3434B Gregory McKernan, P.E. Power Engineer Utilities Engineering (Electrical) 1007 Elwell Court Palo Alto, CA 94303 74. Catalog cut sheets may not be substituted for factory drawing submittal. Public Works – Water, Gas, Wastewater 75. The contractor shall contact underground service alert (800) 227-2600 one week in advance of starting excavation to provide for marking of underground utilities. 76. The contractor shall provide potholing and verify the exact location of existing and abandoned utilities, inverts, depth and elevations to confirm the horizontal and vertical alignment of the new conduits crossing the streets. The project engineer must report to Utilities Engineering any proposed underground work that conflicts with existing WGW utility services/mains. 77. The applicant shall provide a cross section or profile showing the proposed vertical alignment for the (N) conduits and the crossing of existing underground utilities. The profile must be drawn to scale with approximate depths of (e) pipes. 78. The applicant shall provide protection for utility lines subject to damage. Utility lines within a pit or trench shall be adequately supported. All exposed water, gas, and sewer lines shall be inspected by the WGW Utilities Inspector prior to backfilling. 79. When trenching: For crossing utilities the contractor shall maintain 12" clear, above and below, from the existing utilities to new underground facilities. For parallel utilities maintain minimum 3’ clear horizontal (not diagonal) separation. 80. When boring new pipes or conduits: the pilot bore hole shall be 24" clear from any existing WGW utility pipes and all existing utility crossings shall be potholed prior to starting work. For parallel utilities maintain minimum 5’ clear horizontal (not diagonal) separation. 81. PLAN MODIFICATION. The applicant shall relocate their proposed fiber vaults away from gas service/line per requirements on page A-1.4 (1221 Middlefield Rd). Utility vaults, transformers, utility cabinets, concrete bases, or other structures cannot be placed over existing water, gas or wastewater mains/services. Maintain 1’ horizontal clear separation from the vault/cabinet/concrete base to existing utilities as found in the field. If there is a conflict with existing utilities, Cabinets/vaults/bases shall be relocated from the plan location as needed to meet field conditions. 82. All utility work/installations shall be in accordance with the City of Palo Alto utility standards for water, gas & wastewater. 83. All WGW utility work shall be inspected and approved by the WGW utilities inspector. Inspection costs shall be paid by the applicant's contractor prior to starting work. Schedule WGW utilities inspections at 650/566-4504 five working days before start of constructions. DocuSign Envelope ID: B67733DC-D700-4B84-964C-B1247FC3434B 84. The applicant's contractor shall immediately notify the Utilities Department (650) 496-6982 or 650/329- 2413 if the existing water, wastewater or gas mains/services/laterals are disturbed or damaged. 85. No water or gas valves or other facilities owned by Utilities Department shall be operated for any purpose by the applicant's contractor. All required operation will only be performed by authorized utilities department personnel. The applicant's contractor shall notify the Utilities Department not less than forty-eight (48) hours in advance of the time that such operation is required. 86. The contractor shall not disconnect any part of the existing water, gas, or wastewater mains except by the express permission of the WGW utilities inspector and shall submit a schedule of the estimated shutdown time to obtain said permission. 87. Any repairs needed to utility gas infrastructure as a result of construction in the right of way shall only be performed by the City’s Utility Operations team, (650) 496 – 6982. Fire Department 88. Warning signage is needed to warn workers on nearby trees and utility poles of the potential RF exposure exceeding the public exposure limit for work on adjacent trees and utility lines. Warning signs shall be placed around the trunk of any immediately adjacent trees and the base of any immediately adjacent utility poles. As trees grow, the exposure of a tree worker may change over time, so the application of signage shall be reviewed by the Fire Department and applicant as directed by the Fire Department, not more than once every three years. 89. Signage needs to be readily visible on all sides of the proposed light pole at eight (8) feet to 10 feet in height. A Blue Category Two notice is acceptable. The notice shall specify locations (height and distance from the antennas) where excessive RF exposure can occur. Signs posted on trees shall not cause harm to the trees, e.g. using elastic straps. DocuSign Envelope ID: B67733DC-D700-4B84-964C-B1247FC3434B Alternative Siting Analysis SF Palo Alto 061 – ASA Map 1221 Middlefield Rd. Primary Pole - Yellow Pindrop Pole Candidate Structure Type Pole # Type of Provisions from Which Exceptions Are Required for Alternate Pole Basis of Exception Request SF PALO ALTO 061 Primary Metal Streetlight 121 1. Residential zoned district 2. Antennas facing private property Primary pole meets Verizon Wireless network needs and has the least amount of exceptions required versus the viable alternative poles. SF PALO ALTO 061 Alt A Metal Streetlight 124 1.Residential zoned district 2.Within 3' from curb cut 3.Antennas facing private property No feasible alternative is less intrusive SF PALO ALTO 061 Alt B Metal Streetlight 120 1.Residential zoned district 2.Within 3' from curb cut 3.Within 600' of another WCF 4.Within 20' from intersection 5.Antennas facing private property No feasible alternative is less intrusive SF PALO ALTO 061 Alt C Metal Streetlight 115 1.Residential zoned district 2.Within 600' of a public school but over 300' 3.Within 3' of a curb cut 4.Local Street 5.Within 600' of another WCF 6.Within 20' from an intesection 7. Antennas facing private property No feasible alternative is less intrusive SF Palo Alto 204 – ASA Map Adjacent to 850 Webster St. Primary Pole - Yellow Pindrop Pole Candidate Structure Type Pole # Type of Provisions from Which Exception Are Required for Alternate Pole Basis of Exception Request SF Palo Alto 204 Primary Metal Streetlight 53 1.Residential zoned district 2.Within 600' from another WCF Primary pole meets Verizon Wireless network needs and has the least amount of exceptions required versus the viable alternative poles. SF Palo Alto 204 Alt A Wood Utility Pole 5530 Wood pole to be removed by CPAU SF Palo Alto 204 Alt B Metal Streetlight 61 1.Residential zoned district 2.Within 3' from a curb cut 3.Within 600' from another WCF 4.Within 20' from an intersection No feasible alternative is less intrusive SF Palo Alto 204 Alt C Wood Utility Pole 5529 Wood pole to be removed by CPAU SF Palo Alto 204 Alt D Metal Streetlight 81 1.Residential zoned district 2.Within 600' from another WCF No feasible alternative is less intrusive SF Palo Alto 204 Alt E Wood Utility Pole 5266 Wood pole to be removed by CPAU SF Palo Alto 204 Alt F Metal Streetlight 52 1.Residential zoned district 2.Within 600' from another WCF Alt F pole has less exceptions but is not a viable pole due to its close proximity to existing trees preventing signal propagation. Wood pole to be removed by CPAU Wood pole to be removed by CPAU Wood pole to be removed by CPAU SF Palo Alto 205 – ASA Map Adjacent to 853 Middlefield Rd. on Channing Ave. Primary Pole - Yellow Pindrop Pole Candidate Structure Type Pole #Basis of Exception Request SF Palo Alto 205 Primary Metal Streetlight 70 Primary pole meets Verizon Wireless network needs and has the least amount or an equivalent amount of exceptions required versus the viable alternative poles. SF Palo Alto 205 Alt A Wood Utility Pole 5940 Wood pole not viable due to location within RZE. SF Palo Alto 205 Alt B Wood Utility Pole 5941 Per CPAU, wood pole not viable due to primary cutouts and transformer on pole. SF Palo Alto 205 Alt C Wood Utility Pole 5942 Per CPUC G.O 95, this pole is ineligible to mid-mount antennas to the wood pole due to a lack of space for the antenna to maintain 72" from secondary power and 36" from communication cables. SF Palo Alto 205 Alt D Metal Streetlight 93 Alt D pole is not viable due to its close proximity to existing trees preventing signal propagation. Both birch trees would need to be removed without replacing them in order for the antennas to propagate a signal. No feasible alternative is less intrusive. SF Palo Alto 205 Alt E Metal Streetlight 65 No feasible alternative is less intrusive 1.Residential zoned district 2.Pole top design 3.Antennas facing private property 4.Collector Street 1.Residential zoned district 2.Within 600' of a public school but over 300' 3.Antennas facing private property 4. Deviation from Style Placement Guide 5. Landscape Replacement 1.Residential zoned district 2.Within 600' of a public school but over 300' 3.Within 3' from a curb cut 4.Antennas facing private property 5.Collector street 6.Deviation from Style Placement Guide 7.Amenity Tree exception required Type of Provisions from Which Exception Are Required for Alternate Pole 1.Residential zoned district 2.Within 600' of a public school but over 300' 3.Within 3' from a curb cut 4.Antennas facing private property 5.Collector Street 6.Amenity Tree exception required 7.Deviation from Style Placement Guide 1.Residential zoned district 2.Within 600' of a public school but over 300' 3.Antennas facing private property 4.Collector Street 5.Pole top design 1.Residential zoned district 2.Within 600' of a public school but over 300' 3.Within 3' from a curb cut 4.Antennas facing private property 5.Collector Street 6.Pole top design Review of Small Cell Wireless Application Verizon Cluster 4 Prepared for the City of Palo Alto, California May 2021 Review of Small Cell Wireless Applications Verizon Cluster 4 – City of Palo Alto – May 2021 ii Contents 1 Executive Summary .................................................................................................................................... 4 1.1 Overview of Analysis ................................................................................................................................... 4 1.2 Findings ....................................................................................................................................................... 5 2 Brief Background on Cellular Antenna Issues .............................................................................................. 6 2.1 Wireless Coverage and Target Signal Levels ............................................................................................... 6 2.2 FCC Guidelines for Human Exposure to Radio Frequency Fields .................................................................. 8 3 Overview and Findings: Site SF PALO ALTO 061 – 1221 Middlefield Road .................................................. 11 4 Overview and Findings Site: SF PALO ALTO 204 – Adjacent to 850 Webster Street .................................... 17 5 Overview and Findings: Site SF PALO ALTO 205 - Adjacent to 853 Middlefield Road .................................. 23 6 Wireless Radio Equipment ........................................................................................................................ 29 Tables Table 1: Communications Equipment Specifications – Site SF Palo Alto 061 (Source: Vinculums) ........................ 15 Table 2: Communications Equipment Specifications – Site SF Palo Alto 204 (Source: Vinculums) ........................ 21 Table 3: Communications Equipment Specifications – Site SF Palo Alto 205 (Source: Vinculums) ........................ 27 Review of Small Cell Wireless Applications Verizon Cluster 4 – City of Palo Alto – May 2021 iii Figures Figure 1: Projected 5G Coverage Area .................................................................................................................. 7 Figure 2: FCC Limits for Maximum Permissible Exposure (mW/cm2) ..................................................................... 9 Figure 3: Most Critical Areas for Consideration of RF Exposure ........................................................................... 10 Figure 4: Proposed Site Locations ....................................................................................................................... 11 Figure 5: Site SF PALO ALTO 061 – Existing Street Lamp Pole .............................................................................. 12 Figure 6: Site SF PALO ALTO 061 – Engineering Drawing ..................................................................................... 13 Figure 7: Photo Simulation of Site SF PALO ALTO 061 ......................................................................................... 14 Figure 8: Closest Multi-Story Building ................................................................................................................. 16 Figure 9: Proposed Site Locations ....................................................................................................................... 17 Figure 10: Site SF PALO ALTO 204 – Existing Street Lamp Pole ............................................................................ 18 Figure 11: Site SF PALO ALTO 204 – Engineering Drawing ................................................................................... 19 Figure 12: Photo Simulation of Site SF PALO ALTO 204 ....................................................................................... 20 Figure 13: Closest Multi-Story Building ............................................................................................................... 22 Figure 14: Proposed Site Locations ..................................................................................................................... 23 Figure 15: Site SF PALO ALTO 205 – Existing Street Lamp Pole ............................................................................ 24 Figure 16: Site SF PALO ALTO 205 – Engineering Drawing ................................................................................... 25 Figure 17: Photo Simulation of Site SF PALO ALTO 205 ....................................................................................... 26 Figure 18: Closest Multi-Story Building ............................................................................................................... 28 Figure 19: Remote Antenna/Radio Unit – 6701 .................................................................................................. 29 Review of Small Cell Wireless Applications Verizon Cluster 4 – City of Palo Alto – May 2021 4 1 Executive Summary The City received an application to install three new 5G wireless access facilities designated by the applicant as Verizon Custer 4 on metal streetlight poles. These small cell wireless facility siting applications are designed to provide Ultra-high band 5G broadband service in high traffic areas where there currently is currently no Ultra-high band service. Columbia Telecommunications Corporation (CTC) is an independent telecommunications consulting firm that has been retained by the City. CTC performed a technical review and analysis of the application with respect to the applicant’s communications engineering materials and justification submitted in support of the sites, as well as the overall functionality of the proposed site. This report describes the information that we received and documents our analysis and conclusions related to the application. Our analysis does not include a review or evaluation of the appropriateness of the proposed facilities or siting. Rather, our analysis is confined to the technical aspects of the application and includes: 1. A review of the technical components proposed by the application and the suitability of such equipment to meet the purposes set forth by the application. 2. A review of the Radio Frequency (RF) emissions studies submitted by the applicant to confirm that the site would not exceed the Federal Communications Commission’s (FCC) RF emissions guidelines. Accordingly, our recommendation is based on an evaluation of the technical characteristics of the proposal being made and does not intend to address the traffic, public safety, or various other potential impacts of the proposal upon the surrounding area, the public, or the City as a whole. 1.1 Overview of Analysis This report documents CTC’s findings relative to the application filed for the proposed site. CTC’s engineers reviewed all application materials submitted by the applicant, including: • Engineering design documents • Radio equipment specifications • RF emission exposure calculations Review of Small Cell Wireless Applications Verizon Cluster 4 – City of Palo Alto – May 2021 5 1.2 Findings We have reviewed the three applications from a wireless radio technology prospective and find the documentation to be complete from a technical standpoint. In summary: • We have reviewed the proposed technical equipment and find that the equipment is fully compliant with FCC technical standards regarding the radio equipment selected and radio frequency energy emissions • Our review of the proposed antennas indicates that the applications conform with the City’s standards for height and volume for small cells constructed on existing utility poles. Review of Small Cell Wireless Applications Verizon Cluster 4 – City of Palo Alto – May 2021 6 2 Brief Background on Cellular Antenna Issues The following brief discussion presents a framework for understanding our analysis of Verizon’s application and our findings. 2.1 Wireless Coverage and Target Signal Levels Wireless coverage signal levels for modern 4G & 5G technology broadband services are determined by a carrier’s RF signal amplitude and signal quality within a targeted service area. Signals need to be at a minimum amplitude to override noise and co-channel interference (interference from other Verizon wireless sites). Signal levels also need to be maintained at a power intensity such that user devices are not constantly connecting and reconnecting (either because of a loss of signal or because the connection link is interfered with by another wireless access point). For users in motion, sufficient signal power is required to perform reliable, seamless transfer of the communications link from one network access point (tower/small cell). Lost or unreliable connections are a common problem in an urbanized area with multiple signal paths and tower sites. Signal power level impacts data transmission speeds associated with the sophisticated encoding technology that permits higher transmission speeds in areas where signal levels are higher than those required for minimum data rate transfers. While the FCC has no established technical standards for the services provided by commercial wireless carriers, the industry and equipment manufacturers have generally established target signal levels for various service environments. The service coverage area of the proposed 5G facilities is extremely limited in comparison with traditional macro cell transmission facilities (e.g. building mounted antennas, monopoles, etc.). Typically, macro cell sites are designed to serve users within a 1-to 1.5-mile radius of the site. The existing small cells that have been deployed in Palo Alto supplement the existing macro cells. The small cells provide coverage in signal gap areas and increase data throughput using the limited range higher bandwidth spectrum resources within the PCS and AWS Mid-bands. Traditional small cell coverage typically extends from 500 feet to 1,000 feet from the cell site. Verizon Wireless delivers legacy 3G & 4G technology based personal communications services (PCS) in multiple licensed wireless bands: Low-Band (700 -890 MHz) and Mid-band (1900-2100 MHz). The new 5G technology is being deployed in both the Low-band and the newly acquired 27.5 GHz Wide-band (850 MHz bandwidth) spectrum license. The high bandwidth capacity of this new 27.5 GHz-band will provide Verizon customers data speed in gigabits in contrast to the megabit speeds associated with prevailing 4G technology. Review of Small Cell Wireless Applications Verizon Cluster 4 – City of Palo Alto – May 2021 7 Figure 1 is a service area coverage map provided by Verizon that illustrates anticipated reliable service area provided by each of three sites. The maximum coverage distance in any direction from the site is in the order of 500 feet, or roughly ½ of the maximum coverage radius distance of a traditional utility pole/street light small cell facility. The coverage area of each of the three sites utilize line of site signal propagation calculations. This estimates coverage distance from the antenna sector assuming radiating power of the antenna 193-Watt, target signal level, and free-space signal attenuation at a frequency of 28 GHz. In areas where there is a direct line of sign, the coverage plot results in a circular area around the sites. However, in areas where there are objects obstructing the path (trees, structures, bushes, etc.) an additional path loss adjustment is included in the calculations. In areas where direct line-of site is partially obstructed, empirically derived loss factors are included to compensate for the obstruction. The loss, based on unit length, and the portion of the antenna capture area, cover the area that is obstructed. Data for obstructed path lost adjustment losses have been assembled by the FCC and ITU. For this exhibit, the application has assumed a value of 10% or greater reduction of the signal intensity over the direct line-of sight loss between facilities. Figure 1: Projected 5G Coverage Area Review of Small Cell Wireless Applications Verizon Cluster 4 – City of Palo Alto – May 2021 8 2.2 FCC Guidelines for Human Exposure to Radio Frequency Fields The FCC’s guidelines for evaluating human exposure to RF signals were first established in 1985. The current guidelines were adopted in August 1997 in FCC OET Bulletin 65.1 The guidelines are expressed in terms of Maximum Permissible Exposure (MPE) to electric and magnetic field strength and power density. The guidelines, which cover the frequency range of 300 kHz to 100 GHz, address two separate tiers of exposure: 1. Occupational/controlled exposure limits apply to situations in which persons are exposed as a consequence of their employment and in which those persons who are exposed have been made fully aware of the potential for exposure and can exercise control over their exposure. 2. General population/uncontrolled exposure limits apply to situations in which the general public may be exposed or in which persons who are exposed as a consequence of their employment may not be made fully aware of the potential for exposure or cannot exercise control over their exposure. 1 “Evaluating Compliance with FCC Guidelines for Human Exposure to Radiofrequency Electromagnetic Fields,” OET Bulletin 65, edition 97-01. https://www.fcc.gov/general/oet-bulletins-line#65 Review of Small Cell Wireless Applications Verizon Cluster 4 – City of Palo Alto – May 2021 9 Figure 2 is a plot of MPE as a function of RF. Figure 2: FCC Limits for Maximum Permissible Exposure (mW/cm2) Review of Small Cell Wireless Applications Verizon Cluster 4 – City of Palo Alto – May 2021 10 Figure 3 illustrates a typical scenario that can be experienced at all sites within Cluster 4. The areas where the greatest RF exposure is present is at or near the base of the antenna mounting structure and horizontally at an elevated location near the antenna. Figure 3: Most Critical Areas for Consideration of RF Exposure Maximum energy at antenna height parallel to ground that exceeds General Public levels Area where a pedestrian might be near the pole’s base Lower toward the base of mounting structure 4.5 feet Review of Small Cell Wireless Applications Verizon Cluster 4 – City of Palo Alto – May 2021 11 3 Overview and Findings: Site SF PALO ALTO 061 – 1221 Middlefield Road The applicant proposes to install three radio/antennas at a new wireless access facility on a replacement Downtown Style light pole. While the typical height of these light poles is 25 feet, as noted in the City’s Style Placement Guide, the applicant proposes to modify the design to utilize the 5.5 foot height extension afforded to them by the City’s Objective Standards for wireless installations on streetlight poles. As noted in the City’s conditions of approval, the proposed facility will be installed at a maximum 29-foot height. The site will be located along the shared property line in the public right of way in front of the single-family residences of 1211 and 1221 Middlefield Road. Figure 4 is Google Earth segment of the site area. Figure 4: Proposed Site Locations The overall height of the extended pole (including top-mounted antenna) will be 29’0”. Figure 5 is a photograph of the existing pole. Review of Small Cell Wireless Applications Verizon Cluster 4 – City of Palo Alto – May 2021 12 Figure 5: Site SF PALO ALTO 061 – Existing Street Lamp Pole All integrated antenna/radio equipment will be mast-mounted on top of the proposed replacement light pole. There is an electrical disconnect switch located in a ground vault adjacent to the light pole. Figure 6 is a copy of the engineering drawing submitted depicting the positioning of the wireless equipment to be installed. Review of Small Cell Wireless Applications Verizon Cluster 4 – City of Palo Alto – May 2021 13 Figure 6: Site SF PALO ALTO 061 – Engineering Drawing Figure 7 below shows a photo simulation of the modified streetlamp pole with the installed antennas and radios. Review of Small Cell Wireless Applications Verizon Cluster 4 – City of Palo Alto – May 2021 14 Figure 7: Photo Simulation of Site SF PALO ALTO 061 Review of Small Cell Wireless Applications Verizon Cluster 4 – City of Palo Alto – May 2021 15 The Verizon application included specifications for the equipment that will be installed at the proposed site (Table 1). This equipment is consistent with small cell hardware used throughout the wireless industry. Table 1: Communications Equipment Specifications – Site SF Palo Alto 061 (Source: Vinculums) Item 28 GHz Integrated Antenna-RRU Ericsson Model 6701 (3 units) Horizontal Beamwidth (°) 120 Bearing Azimuth (°) 0°,120°,240° Gain (dBi) 21-27 Vertical Beamwidth (°) 30 RAD Above Ground (feet) 28’ Dimensions (inches) 21.2” H x 8.1” W x 5.1” D Coordinates 37.44508, -122.147719 Radio Integrated radio/antenna Radio Power Output (Watts) <less than 0.5 Watt Max. ERP (Watts) 193 The applicant submitted an engineering study of the level of RF emission exposure prepared by Hammett & Edison, Inc., an engineering firm that specializes in RF emission analysis consistent with the guidelines established by the FCC. H&E calculated that the maximum ground-level RF exposure due to the proposed Verizon operation will be 1.1 percent of the applicable public exposure limit. The closest building is at least 34 feet from this site. We have independently examined the radiation levels consistent with the FCC’s guidelines for evaluating human exposure to RF signals as adopted in August 1997 in FCC OET Bulletin 65.2 At the radiation center of 28 feet above ground level we find that the FCC 100% exposure level for general public extends a maximum of 4.5 feet from the antenna. At the base of the light pole at a head level of six feet, the maximum radiation is less than 1.5 % of the FCC guidelines for public exposure. 2 “Evaluating Compliance with FCC Guidelines for Human Exposure to Radiofrequency Electromagnetic Fields,” OET Bulletin 65, edition 97-01. https://www.fcc.gov/general/oet-bulletins-line#65 Review of Small Cell Wireless Applications Verizon Cluster 4 – City of Palo Alto – May 2021 16 Figure 8: Closest Multi-Story Building Review of Small Cell Wireless Applications Verizon Cluster 4 – City of Palo Alto – May 2021 17 4 Overview and Findings Site: SF PALO ALTO 204 – Adjacent to 850 Webster Street The applicant proposes to install three radio/antennas at a new wireless access facility on a replacement Downtown Style light pole. While the typical height of these light poles is 25 feet, as noted in the City’s Style Placement Guide, the applicant proposes to modify the design to utilize the 5.5 foot height extension afforded to them by the City’s Objective Standards for wireless installations on streetlight poles. As noted in the City’s conditions of approval, the proposed facility will be installed at a maximum 29-foot height. The site will be in the public right of way on the southeast side of Homer Avenue about 100 feet south west of Webster Street, adjacent to 850 Webster Street, otherwise known as Channing House. Figure 9 is a Google Earth image of the site area. Figure 9: Proposed Site Locations The overall height of the extended pole (including top-mounted antenna) will be 29’0”. Figure 5 is a photograph of the existing pole. Review of Small Cell Wireless Applications Verizon Cluster 4 – City of Palo Alto – May 2021 18 Figure 10: Site SF PALO ALTO 204 – Existing Street Lamp Pole All integrated antenna/radio equipment will be mast-mounted on top of the proposed replacement light pole. There is an electrical disconnect switch located in a ground vault adjacent to the light pole. Figure 11 is a copy of the engineering drawing submitted depicting the positioning of the wireless equipment to be installed. Review of Small Cell Wireless Applications Verizon Cluster 4 – City of Palo Alto – May 2021 19 Figure 11: Site SF PALO ALTO 204 – Engineering Drawing Figure 12 below shows a photo simulation of the modified light pole with the installed antennas and radios. Review of Small Cell Wireless Applications Verizon Cluster 4 – City of Palo Alto – May 2021 20 Figure 12: Photo Simulation of Site SF PALO ALTO 204 The Verizon application included specifications for the equipment that will be installed at the proposed site (Table 2). This equipment is consistent with small cell hardware used throughout the wireless industry. Review of Small Cell Wireless Applications Verizon Cluster 4 – City of Palo Alto – May 2021 21 Table 2: Communications Equipment Specifications – Site SF Palo Alto 204 (Source: Vinculums) Item 28 GHz Integrated Antenna-RRU Ericsson Model 6701 (2 Units) Horizontal Beamwidth (°) 120 Bearing Azimuth (°) 35°,215° Gain (dBi) 21-27 Vertical Beamwidth (°) 30 RAD Above Ground (feet) 28’ Dimensions (inches) 21.2” H x 8.1” W x 5.1” D Coordinates 37.446862, -122.154493 Radio Integrated radio/antenna Radio Power Output (Watts) <less than 0.5 Watt Max. ERP (Watts) 193 The applicant submitted an engineering study of the level of RF emission exposure prepared by Hammett & Edison, Inc., an engineering firm that specializes in RF emission analysis consistent with the guidelines established by the FCC. H&E calculated that the maximum ground-level RF exposure level due to the proposed Verizon operation will be 0.76 percent of the applicable public exposure limit. The closest building is at least 43 feet from this site. We have independently examined the radiation levels consistent with the FCC’s guidelines for evaluating human exposure to RF signals as adopted in August 1997 in FCC OET Bulletin 65.3 Also, when surveying the surrounding area, we examined two additional possible sources of RF emissions: 1) a T-Mobile macro site on top of the penthouse of the adjoining 850 Webster Ave (Channing House, a 10- story retirement home), and 2) an AT&T wireless facility near to the proposed Verizon site on top of a utility pole on Homer Ave. We confirm H&E’s assertion that based on the distance from the antennas and their orientation towards the horizon the T-Mobile site would contribute no appreciable RF radiation to anyone within the vicinity of the proposed Verizon location. As the AT&T wireless facility is approximately 245 feet away from the proposed Verizon site (southwest on Homer Ave) and operates at a lower power than traditional macro sites, we also conclude that it adds no measurable RF emissions to anyone in the vicinity of the proposed Verizon 5G wireless facility. At the radiation center of 28 feet above ground level we find that the FCC 100% exposure level for general public extends a maximum of 4.5 feet from the antenna. At the base of the light pole at a head level of six feet, the maximum radiation is less than 1.5 % of the FCC guidelines for public exposure. 3 “Evaluating Compliance with FCC Guidelines for Human Exposure to Radiofrequency Electromagnetic Fields,” OET Bulletin 65, edition 97-01. https://www.fcc.gov/general/oet-bulletins-line#65 Review of Small Cell Wireless Applications Verizon Cluster 4 – City of Palo Alto – May 2021 22 Figure 13: Closest Multi-Story Building Review of Small Cell Wireless Applications Verizon Cluster 4 – City of Palo Alto – May 2021 23 5 Overview and Findings: Site SF PALO ALTO 205 - Adjacent to 853 Middlefield Road The applicant proposes to install three radio/antennas at a new wireless access facility on a replacement light pole which will match the style of the existing pole. While the typical height of these light poles is 21 feet, the applicant proposes to modify the design to utilize the 5.5-foot height extension afforded to them by the City’s Objective Standards for wireless installations on streetlight poles. As noted in the City’s conditions of approval, the proposed facility will be installed at a maximum 26-foot height. The site will be located in the public right of way adjacent to an office building at 853 Middlefield Road along Channing Avenue. Figure 14 is Google Earth segment of the site area. Figure 14: Proposed Site Locations The overall height of the extended pole (including top-mounted antenna) will be 26’0”. Figure 15 is a photograph of the existing pole. Review of Small Cell Wireless Applications Verizon Cluster 4 – City of Palo Alto – May 2021 24 Figure 15: Site SF PALO ALTO 205 – Existing Street Lamp Pole All integrated antenna/radio equipment will be mast-mounted on top of the proposed replacement light pole. There is an electrical disconnect switch located in a ground vault adjacent to the light pole. Figure 16 is a copy of the engineering drawing submitted depicting the positioning of the wireless equipment to be installed. Review of Small Cell Wireless Applications Verizon Cluster 4 – City of Palo Alto – May 2021 25 Figure 16: Site SF PALO ALTO 205 – Engineering Drawing Figure 17 below shows a photo simulation of the modified light pole with the installed antennas and radios. Review of Small Cell Wireless Applications Verizon Cluster 4 – City of Palo Alto – May 2021 26 Figure 17: Photo Simulation of Site SF PALO ALTO 205 The Verizon application included specifications for the equipment that will be installed at the proposed site (Table 3). This equipment is consistent with small cell hardware used throughout the wireless industry. Review of Small Cell Wireless Applications Verizon Cluster 4 – City of Palo Alto – May 2021 27 Table 3: Communications Equipment Specifications – Site SF Palo Alto 205 (Source: Vinculums) Item 28 GHz Integrated Antenna-RRU Ericsson Model 6701 (3 Units) Horizontal Beamwidth (°) 120 Bearing Azimuth (°) 60°,180°, 300° Gain (dBi) 21-27 Vertical Beamwidth (°) 30 RAD Above Ground (feet) 25’ Dimensions (inches) 21.2” H x 8.1” W x 5.1” D Coordinates 37.447992, -122.151546 Radio Integrated radio/antenna Radio Power Output (Watts) <less than 0.5 Watt Max. ERP (Watts) 193 The applicant submitted an engineering study of the level of RF emission exposure prepared by Hammett & Edison, Inc., an engineering firm that specializes in RF emission analysis consistent with the guidelines established by the FCC. H&E calculated that the maximum ground-level RF exposure level due to the proposed Verizon operation will be 0.76 percent of the applicable public exposure limit. The closest multi-story building is at least 58 feet from this site. We have independently examined the radiation levels consistent with the FCC’s guidelines for evaluating human exposure to RF signals as adopted in August 1997 in FCC OET Bulletin 65.4 At the radiation center of 24.75 feet above ground level we find that the FCC 100% exposure level for general public extends a maximum of 4.5 feet from the antenna. At the base of the light pole at a head level of six feet, the maximum radiation is less than 1.5 % of the FCC guidelines for public exposure. 4 “Evaluating Compliance with FCC Guidelines for Human Exposure to Radiofrequency Electromagnetic Fields,” OET Bulletin 65, edition 97-01. https://www.fcc.gov/general/oet-bulletins-line#65 Review of Small Cell Wireless Applications Verizon Cluster 4 – City of Palo Alto – May 2021 28 Figure 18: Closest Multi-Story Building Review of Small Cell Wireless Applications Verizon Cluster 4 – City of Palo Alto – May 2021 29 6 Wireless Radio Equipment Verizon proposes to place Ericsson model 6701 integrated Antenna/Radio units at all three sites. At Sites SF Palo Alto 061 and 205: three radio units will be installed to provide 360⁰ coverage. Site 204 will have two radios with corresponding coverage over a 240⁰ arc. Figure 19: Remote Antenna/Radio Unit – 6701 Attachment F Project Plans, Supporting Documents, and Public Comment The project plans, supporting documents, and public comments received are available to the public online and/or by visiting the Planning and Development Services Department on the 5th floor of City Hall at 250 Hamilton Avenue. Directions to review Project plans online: 1. Go to: bit.ly/WirelessProjects 2. Scroll down to find “20PLN-00118” and click the address link 3. On this project specific webpage you will find a link to the project plans and other important information Direct Link to Project Webpage: https://www.cityofpaloalto.org/News-Articles/Planning-and-Development-Services/WP-20PLN- 00118 Page 1 of 25 APPROVAL NO. 2021-____ RECORD OF THE COUNCIL OF THE CITY OF PALO ALTO LAND USE APPROVAL FOR 250 HAMILTON AVENUE: TIER 2 WIRELESS COMMUNICATION FACILITY (WCF) (20PLN-00118) On June 22, 2021, the Council held a duly noticed public hearing and, after considering all of the evidence presented, approved the Tier 2 WCF application to allow the installation of Verizon 5G antennas on metal streetlight poles in the public right of way at 853 and 1221 Middlefield Road, and 850 Webster Street. In approving the application, the Council make the following findings, determination and declarations: SECTION 1. Background. The City Council of the City of Palo Alto (“City Council”) make the following findings, determination, and declarations: A. On June 12, 2020 the applicant filed an application for a Tier 2 WCF to locate 5G facilities on existing street light utility poles. These proposed sites would be located adjacent to 853 and 1221 Middlefield Road, and 850 Webster Street. B. The project was reviewed by Staff in conformance to applicable zoning and municipal code requirements, including the Tier 2 Checklist and Objective Standards set forth in the Palo Alto Municipal Code Chapter 18.42.110. C. On May 25, 2021, the PDS Director tentatively approved the applications. Notices of the Director’s decision were mailed to adjacent neighbors within 600 feet of each node’s location. D. A timely hearing request on the Tier 2 WCF application was made by a member of the public prior to the expiration of the appeal period . E. The City Council is the reviewing body for Tier 2 WCF applications for which a hearing has been requested after the Director has issued a tentative decision. On June 22, 2021, the City Council held a duly noticed public hearing, at which evidence was presented and all person were afforded an opportunity to be heard in accordance with the Palo Alto Municipal Code and the Council’s Policies and Procedures. SECTION 2. Environmental Review. In accordance with the California Environmental Quality Act (CEQA), the Director has determined that these Decisions are categorically exempt pursuant to CEQA Guidelines Sections 15303 (New Construction and Conversion of Small Structures) and 15311 (Accessory Structures). SECTION 3. Tier 2 WCF Findings Node 061 I. Applicable Provisions of the Palo Alto Municipal Code • Section 18.42.110(g)(2)-(3) [Tier 2] (2019) (2) The Director, or Council on appeal, shall grant a Tier 2 WCF Permit provided the proposed WCF complies with the conditions of approval in Section 18.42.110(j) and all objective standards adopted and amended from time to time by resolution of the City Council or the Page 2 of 25 development standards in Section 18.42.110(i). (3) The Director, or Council on appeal, shall deny a Tier 2 WCF Permit if the above finding s [PAMC Section 18.42.110(j)] cannot be made. • Section 18.42.110(k)(1) [2019]: The decision-making authority may grant exceptions to objective standards adopted by City Council resolution or any provision of this Section 18.42.110, upon finding that: A. The proposed WCF complies with the requirements of this Section 18.42.110 and any other requirements adopted by the City Council to the greatest extent feasible; and either B. As applied to a proposed WCF, the provision(s) from which exception is sough t would deprive the applicant of rights guaranteed by federal law, state law, or both; or C. Denial of the application as proposed would violate federal law, state law, or both. II. Findings Pursuant to PAMC Section 18.42.110(g): • The Director finds that Node 061 meets the conditions of approval in Section 18.42.110(j). Node 061 complies with PAMC Section 18.42.110(j) because the referenced Wireless Communication Facility standard conditions of approval are incorporated into the specific conditions of approval for this project 20PLN-00118. • Although Node 061 fails to meet one or more of the objective standards adopted by City Council Resolution No. 9873, the applicant has applied for exceptions to the objective standards and the Director has made the required findings for the exceptions, as provided in Section III below. With the requested exceptions, the application complies with all applicable objective standards. III. Findings for Exceptions Pursuant to PAMC Section 18.42.110(k) Node 61 requires exceptions from the following objective standards: Permitted Zoning Districts, Pole Replacement/Style Placement Guide, and WCF Design Quality - Equipment Facing Private Property. The required findings for these exceptions can be made, as follows: PAMC 18.42.110(k)(1)(A) The City finds that the proposed WCF complies with the requirements of this Section 18.42.110 and any other requirements adopted by the City Council to the greatest extent feasible, for the following reasons: 1. The applicant has demonstrated that they are seeking to limit the aesthetic impacts of their facility to the greatest extent possible while meeting their coverage objective. Based on the City’s review of potential alternative sites and designs, other available WCF locations in the area would also require exceptions to the Objective Standards and would have a greater aesthetic impact on the environment. Page 3 of 25 2. Permitted Zoning Districts: The applicant has demonstrated that, given the limited reach of available network equipment, they would not be able to meet their coverage objective without locating a WCF in a residential zone district. However, the applicant has attempted to comply with this standard to the greatest extent feasible by softening the aesthetic impacts created by the installation of these facilities in a residential zone district. The applicant has: proposed to shroud their antennas in order to hide any loose wires/cables, conformed to the volume allowances established by the Objective Standards inclusive of the shrouding, located the facility in an area where existing and proposed trees will screen it from view when traveling along the street from a pedestrian or vehicle level, and placed the facility outside the Residential Zone of Exclusion. 3. Pole Replacement/Style Placement Guide: The applicant has retained the aluminum material, fluted pole, pole taper from bottom to top, and Munsell Green color of the Downtown Style light poles. The facility, however, does not comply with the Downtown Style’s existing diameter for the light pole, the base width and height for the decorative clamshell base, and the light mast arm length. The applicant has identified that the light pole diameter must be modified from the City’s standard of seven (7) inches to 10 inches in order to supp ort structural stability for the added antennas. As a result, the standard 19- and 7/8-inch base width to the clamshell would not fit, so they have proposed a 24-inch clamshell base. Staff has reviewed the calculations provided in the application and agree that the City’s current Downtown standard would not support the addition of antennas on it and that the deviation to the diameter and base of the clamshell is minor enough to remain consistent with the overall Downtown style. As noted in the Conditions of Approval, the other items shall be adjusted to conform to the City’s requirements. 4. WCF Design Quality - Equipment Facing Private Property: The plans show two of the three antennas do not face private property. While one antenna faces private property, the applicant has placed it in a manner that does not face perpendicular to the adjacent properties. In concert with the surrounding trees, this will help the facility blend in with the surrounding environment as it will contrast less with the typical movemen t patterns of vehicles and pedestrians along the street such that the facility will not immediately intersect with a their line of sight. In looking at all other locations, there were no opportunities where this condition would not apply that required a lesser number of exceptions. When exceptions are sought, the application is evaluated against all requirements of PAMC 18.42.110, including the Generally Applicable Development Standards (PAMC 18.42.110(i)) as indicated below. This analysis is provided to demonstrate how this node meets the Generally Applicable Development Standards. 1. Node 061 meets Generally Applicable Development Standard 1, that each WCF “shall utilize the smallest antennae, radio, and associated equipment, as measured by volume, technically feasible to achieve a network objective.” The proposed Wireless Communication Facilities (WCF) employs a design that balances aesthetic considerations and reduces, to the extent feasible, the small cell’s footprint on the utility pole. The facility meets the Objective Standard’s requirements that each antenna (inclusive of shrouding) be no larger than 0.85 cubic feet and, cumulatively, be no larger than 2.6 cubic feet for a 5G design. Page 4 of 25 2. Node 061 meets Generally Applicable Development Standard 2, that each WCF “shall be screened from public view.” The proposed antennas are screened from public view with metal shrouds that will be painted to match existing or proposed utility poles and Style Placement Guide specifications. Other equipment will be placed within an underground vault which will not be visible from ground level. Additionally, both sites have existing and proposed trees within 35 feet of the facility as required by the Objective Standards and the Conditions of Approval that will serve to further screen the WCF from view. 3. Nodes 061 meets Generally Applicable Development Standard 3, that each WCF “when attached to an existing structure, shall be shrouded or screened using materials or colors found on existing structure.” The small cell nodes will be located on metal streetlight poles. The proposed shroud and concealment approach is consistent and compatible with the colors and materials found on the Downtown Style of light poles the City has adopted through the Style Placement Guide. 4. Nodes 061 meets Generally Applicable Development Standard 4, that each WCF “Shall be placed at a location that would not require the removal of any required landscaping or would reduce the quantity of landscaping to a level of noncompliance with the Zoning Code.” No significant landscaping or parkway planting will be disturbed or lost. Where a small, existing, Littleleaf linden is proposed to be removed at Node 061, the Conditions of Approval provide that it be replaced in kind within the planter strip. Additionally, the Conditions of Approval require that the replacement for this tree be two-to-one to be consistent with the Tree Technical Manual’s “No Net Loss of Canopy” requirement. This will be actualized through an in- lieu fee payment for the replacement tree. 5. Nodes 061 meets Generally Applicable Development Standard 5, that “An antenna, base station, or tower shall be of a "camouflaged" or "stealth" design, including concealment, screening, and other techniques to hide or blend the antenna, base station, or tower into the surrounding area, such as the use of a monopine design,” The proposed antennas will be concealed with shrouds colored to the extent feasible to match the Downtown Style specifications. Other equipment will be placed within an underground vault whi ch will not be visible from ground level. The placement and orientation of each node’s equipment has been evaluated to minimize visual impacts and, to the extent feasible, blend in with the surrounding area where existing or proposed trees will be within 35 feet of the facility on either side of the street. 6. Nodes 061 meets Generally Applicable Development Standard 6, that each WCF “Shall not be attached on a historic structure/site, as designated by Chapter 16.49,” This provision does not apply to the subject project as the facilities are not proposed on a historic structure or site. The Objective Standards additionally identify that an exception would be needed to locate a facility adjacent to a site that is currently undergoing an evaluation to determine California Register of Historic Resources (CRHR) or National Register of Historic Places (NRHP) eligibility. All surrounding buildings have been researched by staff and none have an active application to Page 5 of 25 determine eligibility for either historic category and are not located within a historic district on the local register of historic places. PAMC 18.42.110(k)(1)(C) The City finds that as applied to the proposed WCF, the provision(s) from which exception is sought would deprive the applicant of rights guaranteed by federal law, state law, or both, for the following reasons: • The applicant has asserted that there is a significant coverage gap in their small cell 5G services within this area as the basis for their facility’s location. Currently, Verizon does not have any 5G small cell locations installed within Palo Alto which affirms the applicant’s statement. Because the applicant has shown that no alternative WCF locations in this service area would have a lesser aesthetic impact, denial of this node would imply that no application in this service area could be approved; therefore denial of the proposed location would represent a material inhibition on the provision of wireless services. Node 204 I. Applicable Provisions of the Palo Alto Municipal Code • Section 18.42.110(g)(2)-(3) [Tier 2] (2019) (2) The Director, or Council on appeal, shall grant a Tier 2 WCF Permit provided the proposed WCF complies with the conditions of approval in Section 18.42.110(j) and all objective standards adopted and amended from time to time by resolution of the City Council or the development standards in Section 18.42.110(i). (3) The Director, or Council on appeal, shall deny a Tier 2 WCF Permit if the above findings [PAMC Section 18.42.110(j)] cannot be made. • Section 18.42.110(k)(1) [2019]: The decision-making authority may grant exceptions to objective standards adopted by City Council resolution or any provision of this Section 18.42.110, upon finding that: A. The proposed WCF complies with the requirements of this Section 18.42.110 and any other requirements adopted by the City Council to the greatest extent feasible; and either B. As applied to a proposed WCF, the provision(s) from which exception is sought would deprive the applicant of rights guaranteed by federal law, state law, or both; or C. Denial of the application as proposed would violate federal law, state law, or both. II. Findings Pursuant to PAMC Section 18.42.110(g): • The Director finds that Node 204 meets the conditions of approval in Section 18.42.1 10(j). Node 204 complies with PAMC Section 18.42.110(j) because the referenced Wireless Communication Facility standard conditions of approval are incorporated into the specific conditions of approval for this project 20PLN-00118. • Although Node 204 fails to meet one or more of the objective standards adopted by City Council Resolution No. 9873, the applicant has applied for exceptions to the objective standards Page 6 of 25 and the Director has made the required findings for the exceptions, as provided in Section III below. With the requested exceptions, the application complies with all applicable objective standards. III. Findings for Exceptions Pursuant to PAMC Section 18.42.110(k) Node 204 requires exceptions from the following objective standards: Permitted Zoning Dis tricts, Pole Replacement/Style Placement Guide, Residential Roadways, and Distance Between WCFs. The required findings for these exceptions can be made, as follows: PAMC 18.42.110(k)(1)(A) The City finds that the proposed WCF complies with the requirements of this Section 18.42.110 and any other requirements adopted by the City Council to the greatest extent feasible, for the following reasons: 1. The applicant has demonstrated that they are seeking to limit the aesthetic impacts of their facility to the greatest extent possible while striving to meet their coverage objective. Based on the City’s review of potential alternative sites and designs, other available WCF locations in the area would also require exceptions to the Objective Standards and would have a greater aesthetic impact on the environment. 2. Permitted Zoning Districts: In order to soften the aesthetic impacts created by the installation of these facilities in a residential zone district, the applicant has: proposed to shroud the ir antennas in order to hide any loose wires/cables, conformed to the volume allowances established by the Objective Standards inclusive of the shrouding, located the facility in an area where existing and proposed trees will screen it from view when trave ling along the street from a pedestrian or vehicle level, and placed the facility outside the Residential Zone of Exclusion. 3. Pole Replacement/Style Placement Guide: The applicant has retained the aluminum material, fluted pole, pole taper from bottom to top, and Munsell Green color of the Downtown Style light poles. The facility, however, does not comply with the Downtown Style’s existing diameter for the light pole, the base width and height for the decorative clamshell base, and the light mast arm length. The applicant has identified that the light pole diameter must be modified from the City’s standard of seven (7) inches to 10 inches in order to support structural stability for the added antennas. As a result, the standard 19- and 7/8-inch base width to the clamshell would not fit, so they have proposed a 24-inch clamshell base. Staff has reviewed the calculations provided in the application and agree that the City’s current Downtown standard would not support the addition of antennas on it and that the d eviation to the diameter and base of the clamshell is minor enough to remain consistent with the overall Downtown style. As noted in the Conditions of Approval, the other items shall be adjusted to conform to the City’s requirements. 4. Residential Roadways: The facility will be screened from view due to the presence of trees within 35 feet on each side, the equipment will be placed within a shroud that conceals all wires and cables from view, and will meet the individual and cumulative volume requirements identified in the objective standards. 5. Distance Between WCFs: There is currently a T-Mobile facility located within an enclosure on the rooftop (roughly 130 feet tall) of the adjacent building at 850 Webster Street as well as an Page 7 of 25 AT&T Mobility facility located on top of a 40 foot tall wood utility pole to the West of the proposed location near the intersection of Cowper Street and Homer Avenue. Each are within 250 linear feet of the proposed facility. The proposed location (29 feet tall) has been designed to retain the existing Ash trees within 35 feet of the facility, retain the Downtown Style of street light poles, and shroud their equipment within the volume requirements prescribed by the Objective Standards. These will serve to interrupt direct views of the facility along the vehicle and pedestrian environment once grown to maturity. The proximity of these WCFs to one another does not result in a cumulative impact to RF exposure that exceeds acceptable levels as identified in the reports provided from Hammett & Edison and CTC. Given the different visual planes for each facility (29, 40, and 130 feet high), along with the existence of numerous street trees along Homer Avenue towards Cowper Street, the proposed antennas will not have a deleterious impact to the street scape context such that the inclusion of this facility will result in a more visible or cluttered corridor with wireless facility equipment. When exceptions are sought, the application is evaluated against all requirements of PAMC 18.42.110, including the Generally Applicable Development Standards (PAMC 18.42.110(i)) as indicated below. This analysis is provided to demonstrate how this node meets the Generally Applicable Development Standards. 1. Node 204 meets Generally Applicable Development Standard 1, that each WCF “shall utilize the smallest antennae, radio, and associated equipment, as measured by volume, technically feasible to achieve a network objective.” The proposed Wireless Communication Facilities (WCF) employs a design that balances aesthetic considerations and reduces, to the extent feasible, the small cell’s footprint on the utility pole. The facility meets the Objective Standard’s requirements that each antenna (inclusive of shrouding) be no larger than 0.85 cubic feet and, cumulatively, be no larger than 2.6 cubic feet for a 5G design. 2. Node 204 meets Generally Applicable Development Standard 2, that each WCF “shall be screened from public view.” The proposed antennas are screened from public view with metal shrouds that will be painted to match existing or proposed utility poles and Style Placement Guide specifications. Other equipment will be placed within an underground vault which will not be visible from ground level. Additionally, both sites have existing and proposed trees within 35 feet of the facility as required by the Objective Standards and the Conditions of Approval that will serve to further screen the WCF from view. 3. Node 204 meet Generally Applicable Development Standard 3, that each WCF “when attached to an existing structure, shall be shrouded or screened using materials or colors found on existing structure.” The small cell nodes will be located on metal streetlight poles. The proposed shroud and concealment approach is consistent and compatible with the co lors and materials found on the Downtown Style of light poles the City has adopted through the Style Placement Guide. 4. Node 204 meets Generally Applicable Development Standard 4, that each WCF “Shall be placed at a location that would not require the removal of any required landscaping or would Page 8 of 25 reduce the quantity of landscaping to a level of noncompliance with the Zoning Code.” No significant landscaping or parkway planting will be disturbed or lost. 5. Node 204 meets Generally Applicable Development Standard 5, that “An antenna, base station, or tower shall be of a "camouflaged" or "stealth" design, including concealment, screening, and other techniques to hide or blend the antenna, base station, or tower into the surrounding area, such as the use of a monopine design.” The proposed antennas will be concealed with shrouds colored to the extent feasible to match the Downtown Style specifications. Other equipment will be placed within an underground vault which will not be visible from ground level. The placement and orientation of each node’s equipment has been evaluated to minimize visual impacts and, to the extent feasible, blend in with the surrounding area where existing or proposed trees will be within 35 feet of the facility on either side of the street. 6. Node 204 meet Generally Applicable Development Standard 6, that each WCF “Shall not be attached on a historic structure/site, as designated by Chapter 16.49,” This provision does not apply to the subject project as the facilities are not proposed on a his toric structure or site. PAMC 18.42.110(k)(1)(C) The City finds that as applied to the proposed WCF, the provision(s) from which exception is sought would deprive the applicant of rights guaranteed by federal law, state law, or both, for the following reasons: • The applicant has asserted that there is a significant coverage gap in their small cell 5G services within this area as the basis for their facility’s location. Currently, Verizon does not have any 5G small cell locations installed within Palo Alto which affirms the applicant’s statement. Because the applicant has shown that no viable alternative WCF locations in this service area would have a lesser aesthetic impact, denial of this node would imply that no application in this service area could be approved; therefore denial of the proposed location would represent a material inhibition on the provision of wireless services. Node 205 I. Applicable Provisions of the Palo Alto Municipal Code • Section 18.42.110(g)(2)-(3) [Tier 2] (2019) (2) The Director, or Council on appeal, shall grant a Tier 2 WCF Permit provided the proposed WCF complies with the conditions of approval in Section 18.42.110(j) and all objective standards adopted and amended from time to time by resolution of the City Council or the development standards in Section 18.42.110(i). (3) The Director, or Council on appeal, shall deny a Tier 2 WCF Permit if the above findings [PAMC Section 18.42.110(j)] cannot be made. • Section 18.42.110(k)(1) [2019]: The decision-making authority may grant exceptions to objective standards adopted by City Council resolution or any provision of this Section 18.42.110, upon finding that: Page 9 of 25 A. The proposed WCF complies with the requirements of this Section 18.42.110 and any other requirements adopted by the City Council to the greatest extent feasible; and either B. As applied to a proposed WCF, the provision(s) from which exception is sought would deprive the applicant of rights guaranteed by federal law, state law, or both; or C. Denial of the application as proposed would violate federal law, state law, or both. II. Findings Pursuant to PAMC Section 18.42.110(g): • The Director finds that Node 205 meets the conditions of approval in Section 18.42.110(j). Node 205 complies with PAMC Section 18.42.110(j) because the referenced Wireless Communication Facility standard conditions of approval are incorporated into the specific conditions of approval for this project 20PLN-00118. • Although Node 205 fails to meet one or more of the objective standards adopted by City Council Resolution No. 9873, the applicant has applied for exceptions to the objective standards and the Director has made the required findings for the exceptions, as provided in Section III below. With the requested exceptions, the application complies with all applicable objective standards. III. Findings for Exceptions Pursuant to PAMC Section 18.42.110(k) Node 205 requires exceptions from the following objective standards: Permitted Zoning Districts, Public School Boundary, Residential Roadways, WCF Design Quality - Equipment Facing Private Property, Curb Clearances, Pole Replacement/Style Placement Guide, and Landscape Screening. The required findings for these exceptions can be made, as follows: PAMC 18.42.110(k)(1)(A) The City finds that the proposed WCF complies with the requirements of this Section 18.42.110 and any other requirements adopted by the City Council to the greatest extent feasible, for the following reasons: 1. The applicant has demonstrated that they are seeking to limit the aesthetic impacts of their facility to the greatest extent possible while striving to meet their coverage objective. Based on the City’s review of potential alternative sites and designs, other available WCF locations in the area would also require exceptions to the Objective Standards and would have a greater aesthetic impact on the environment. 2. Permitted Zoning Districts: The applicant has demonstrated that, given the limited reach of available network equipment, they would not be able to meet their coverage objective without locating a WCF in a residential zone district. However, the applicant has attempted to comply with this standard to the greatest extent feasible by softening the aesthetic impacts created by the installation of these facilities in a residential zone district. The applicant has: proposed to shroud their antennas in order to hide any loose wires/cables, conformed to the volume allowances established by the Objective Standards inclusive of the shrouding, and located where the existing aesthetic impact of utility equipment will not be exacerbated by the introduction of a new WCF.. In addition, this location is immediately adjacent to a non-residential use and therefore has a more limited aesthetic impact on the residential zone district. 3. Public School Boundary: As proposed, the facility is located within 600 feet of Addison Elementary School. In looking at other alternatives within the coverage area, only the wood utility poles along the Eastern side of Channing Avenue are outside the 600-foot boundary. The applicant has identified that their equipment cannot be mounted on top of the wood utility poles, as they need to be placed at similar heights to other facilities in order to support the network. Additionally, the wood utility poles do not have appropriate spacing per G.O. 95 rules to locate the facilities at a mid-pole mounted location. Therefore, the alternative poles in the coverage area but beyond 600 feet of Addison Elementary School are not technically feasible. The applicant has attempted to comply with this standard to the greatest extent feasible by proposing a location that is approximately 540 feet from the school’s property line. Page 10 of 25 4. Residential Roadways: The applicant proposed one alternative location within the coverage area that was on a residential arterial roadway rather than a local/collector street. However, this alternative location would have a greater aesthetic impact than the proposed location when considering the existing aesthetic condition. For example, alternative D would require the permanent removal of two street trees. In addition, the proposed location is adjacent to a commercial parking lot, meeting the priority for placement of a feasible WCF most distant from residential property. Finally, this location is not currently within a planned undergrounding district; the WCF will not have an increased aesthetic impact in the future, as existing utilities will remain. Because there are no alternative locations on non- local/collector streets with lesser aesthetic impacts, the proposed location complies with this objective standard to the greatest extent feasible. 5. WCF Design Quality - Equipment Facing Private Property: The plans show two of the three antennas do not face private property. One antenna directly faces the adjacent property of 853 Middlefield Road. The adjacent landscape planter has two existing Chinese Pistache trees that will serve to interrupt direct views of the facility from the subject property. The applicant has proposed an amenity tree underneath the existing communication lines towards the Eastern side of the facility to help interrupt direct views of the facility. Given the presence of other utility equipment in the area, the addition of this facility will not introduce a greater aesthetic impact than already exists around the area. The applicant seeks to lessen its impact by planting an amenity tree and shrouding the antenna wires/cables. There are no alternative locations within the coverage area that do not require this exception; for the reasons provided in this paragraph, the proposed location minimizes aesthetic impacts of the exception and represents the greatest feasible compliance with this standard. 6. Curb Clearances: The proposed location is within 24inches of a curb face, where the objective standards require at least 36 inches of clearance. Although there are alternative locations that comply with this standard, overall, the proposed location has the least aesthetic impact when considering the existing aesthetic condition of the site. Given the presence of other utility equipment in the area, the addition of this facility will not introduce a greater aesthetic impact than already exists around the area and seeks to lessen its impact through the use of amenity tree placement and shrouding of antenna wires/cables. 7. Pole Replacement/Style Placement Guide: The applicant has retained the aluminum material, fluted pole, pole taper from bottom to top, and Munsell Green color of the replacement light poles. The facility, however, does not comply with the pole type’s existing diameter for the light pole and height. The applicant has identified that the light pole diameter must be modified from the City’s standard of six and a half (6.5) inches to eight (8) inches in order to support structural stability for the added antennas. Staff has reviewed the calculations provided in the application and agree that the City’s current standard would not support the addition of antennas on it and that the deviation to the diameter of the pole is minor enough to remain consistent with the overall replacement style. As noted in the Conditions of Approval, the other items shall be adjusted to conform to the City’s requirements 8. Landscape Screening: The applicant has proposed an amenity tree underneath the existing communication lines towards the Eastern side of the facility to help interrupt direct views of the facility. There are no viable locations for an amenity tree along the Western side of the street due to the presence of utility guide wires and the adjacent property’s driveway. Given the presence of other utility equipment in the area, the addition of this facility will not introduce a greater aesthetic impact than already exists around the area and seeks to lessen its impact through the use of amenity tree placement and shrouding of antenna wires/cables. When exceptions are sought, the application is evaluated against all requirements of PAMC 18.42.110, including the Generally Applicable Development Standards as indicated below. This analysis is provided to demonstrate how this node meets the Generally Applicable Development Standards. Page 11 of 25 1. Node 205 meets Generally Applicable Development Standard 1, that each WCF “shall utilize the smallest antennae, radio, and associated equipment, as measured by volume, technically feasible to achieve a network objective.” The proposed Wireless Communication Facilities (WCF) employs a design that balances aesthetic considerations and reduces, to the extent feasible, the small cell’s footprint on the utility pole. The facility meets the Objective Standard’s requirements that each antenna (inclusive of shrouding) be no larger than 0.85 cubic feet and, cumulatively, be no larger than 2.6 cubic feet for a 5G design. 2. Node 205 requires an exception from Generally Applicable Development Standard 2, that each WCF “shall be screened from public view.” Although the proposed location does not permit screening trees or similar landscaping on both sides of the WCF along the public right of way, the applicant has proposed an amenity tree underneath the existing communication lines towards the Eastern side of the facility to help interrupt direct views of the facility. In addition, the proposed antennas are covered with metal shrouds that will be painted to match existing or proposed utility poles and Style Placement Guide specifications. Other equipment will be placed within an underground vault which will not be visible from ground level. Given the presence of above ground utilities and a location adjacent to a parking lot for a non-residential use, the facility will be introduced into an area that is not currently an aesthetically pleasing environment, and applicant’s addition of an amenity tree will improve the area aesthetics. This location is not currently within a planned undergrounding district; the WCF will not have an increased aesthetic impact in the future, as existing utilities will remain. An exception can be granted because the proposed location has fewer aesthetic impacts than alternative locations and the applicant’s proposals provide the greatest amount of screening feasible for the location. 3. Node 205 meets Generally Applicable Development Standard 3, that each WCF “when attached to an existing structure, shall be shrouded or screened using materials or colors found on existing structure.” The small cell node will be located on metal streetlight poles. The proposed shroud and concealment approach is consistent and compatible with the colors and materials found on the replacement style of light poles the City has adopted through the Style Placement Guide. 4. Node 205 meets Generally Applicable Development Standard 4, that each WCF “Shall be placed at a location that would not require the removal of any required landscaping or would reduce the quantity of landscaping to a level of noncompliance with the Zoning Code.” No significant landscaping or parkway planting will be disturbed or lost. 5. Node 205 meets Generally Applicable Development Standard 5, that “An antenna, base station, or tower shall be of a "camouflaged" or "stealth" design, including concealment, screening, and other techniques to hide or blend the antenna, base station, or tower into the surrounding area, such as the use of a monopine design,” As noted above in Finding #2 the proposed antennas will be concealed with shrouds colored to the extent feasible to match the replacement style specifications. Other equipment will be placed within an underground vault which will not be visible from ground level. 6. Node 205 meets Generally Applicable Development Standard 6, that each WCF “Shall not be attached on a historic structure/site, as designated by Chapter 16.49,” This provision does not apply to the subject project as the facilities are not proposed on a historic structure or site. PAMC 18.42.110(k)(1)(C) The City finds that as applied to the proposed WCF, the provision(s) from which exception is sought would deprive the applicant of rights guaranteed by federal law, state law, or both, for the following reasons: Page 12 of 25 • The applicant has asserted that there is a significant coverage gap in their small cell 5G services within this area as the basis for their facility’s location. Currently, Verizon does not have any 5G small cell locations installed within Palo Alto which affirms the applicant’s statement. Because the applicant has shown that no viable alternative WCF locations in this service area would have a lesser aesthetic impact, denial of this node would imply that no application in this service area could be approved; therefore denial of the proposed location would represent a material inhibition on the provision of wireless services. SECTION 4. Conditions of Approval. Planning Division 1. COMPLIANCE WITH APPROVED PLANS. Except as modified by these Conditions of Approval, each of the three (3) WCF nodes shall be built in compliance with the approved plans and associated application materials on file with the Planning Division for 20PLN-00118, except as modified by these conditions of approval. The aforementioned plans and application materials include: • Project Description, received April 27, 2021, including in regard to coverage and capacity information and azimuth direction. • Project Plans, titled “PALO ALTO SMALL CELL CITY CLUSTER 4/VERIZON CLUSTER 6,” received April 27, 2021 for the following nodes: ▪ Node 061, CPAU Streetlight # 121 (adjacent to 1221 Middlefield Road) ▪ Node 204, CPAU Streetlight # 53 (adjacent to 850 Webster Street) ▪ Node 205, CPAU Streetlight # 71 (adjacent to 853 Middlefield Road) 2. SITE SPECIFIC REQUIREMENTS. Encroachment permit and streetwork permit plan sets shall include accurate locations of driveways, curb lines, utilities, the existing light mast orientation, and other existing conditions for each WCF. All existing street signs shall be retained and reinstalled at their existing heights or replaced to match existing if damaged. If damaged, existing painted curbs and other markings, curb ramps, ADA markings, crosswalks, and similar shall be replaced as part of construction. All street trees and private trees within the primary construction area and any trenching and boring areas shall be protected in accordance with the requirements in the City’s Technical Tree Manual. The approved plans must be updated to include the following: • Node 061 and Node 204 – In accordance with Condition of Approval 52 the light mast arm on the elevation drawings and schematic detail for the light pole shall be four (4) feet in length. • Node 061 and Node 204 – In accordance with Condition of Approval 51 the height of the decorative clam shell base on the elevation drawings and schematic detail shall be 35 - and 13/16-inches tall. The width shall be 24-inches wide. • Node 061 – In accordance with Conditions of Approval 8 and 49, the site plan sheets (A1-A2) and arborist reports shall show a Littleleaf Linden replacing the existing Littleleaf Linden. In addition, one replacement tree shall be provided via in-lieu fee to maintain the City’s No Net Loss of Canopy requirements. Page 13 of 25 • Node 204 – The Hammett and Edison reports in C5_250HAM_DOCS and C5_250HAM_PLANS shall be updated to reflect the azimuths being angled at a 35 ° and 215°. • Node 205 – The replacement pole shall follow the height of the existing style to be replaced. The elevations and schematic detail shall be updated to show the height of the replacement pole being 21 feet with a 36-inch rise on the light mast arm. The added five feet the applicant is proposing shall result in a 26-foot-tall light pole. • Node 205 – Banners are not present at this facility. The elevation drawings and schematic details shall be updated to remove these features. 3. NODE ALTERNATES. This approval does not include approval of any WCF node alternates discussed during the review process for 20PLN-00118. 4. LIGHTING. The height and orientation of illumination, photometrics and color temperature employed by the light masts shall remain the same as in existing conditions or follow the approved replacement style if located within a designated area of the Style Placement Guide. 5. PAINT COLOR FOR REPLACEMENT STREETLIGHT POLE, LIGHTMAST, SHROUD AND OTHER FEATURES ON THE POLE. Each node shall be painted to match the Downtown Style Munsell RAL5.5GY2.76/2.1 green color. 6. ANTENNA/RADIO/CABLING/SHROUD DESIGN. The antenna, cabling, and radio equipment will not be visible and shall be concealed and screened within a single custom green painted shroud that is mounted on the replacement streetlight pole. The shroud shall not have gaps or provide visibility to the sky between the top of the replacement streetlight pole and the bottom of the shroud. The shroud shall employ a taper to integrate fully with the tapering of the top of the replacement streetlight pole. Individually, each antenna, plus the shroud, shall not exceed 0.85 cubic feet. Cumulatively, these antennas shall not exceed 2.6 cubic feet. Aside from the portion that is tapered from the bottom of the equipment to meet the tapering of the pole, the shroud shall be continuous in its face. Venting louvers, if any, shall be minimized to the extent feasible. The shroud shall not extend more than 5-feet 6-inches in height beyond the top of the replacement streetlight pole. 7. MINOR MODIFICATIONS AT APPROVED NODE LOCATIONS. For approved node locations, and in their discretion, the Director of Planning and Development Services may approve minor modifications to these conditions, consistent with the required findings, in order to address any resource, technical, or utilities engineering-related site constraints. 8. SCREENING TREES FOR NODES 061, 204, AND 205. Existing street trees are within 35 feet of Nodes 061 and 204. The applicant is proposing to replace an existing street tree (Littleleaf Linden) with an amenity tree (Swamp Myrtle) at Node 061. As identified under COA 49 by Urban Forestry, this tree must be replaced with a Littleleaf Linden and additional replacement trees are required based on the No Net Loss of Canopy requirements in the Tree Technical Manual which may be paid through in-lieu fees. No trees are required to be removed at Node Page 14 of 25 204 and the existing Ash Trees shall not be removed. The existing and proposed trees within 35 feet of the facilities on both sides of the site shall remain for the life of the project to satisfy the screening objective identified in the findings for approval of each node. The applicant has proposed an amenity tree in the Eastern planter strip to Node 205 which must remain for the life of the project. Any future trimming or pruning of these trees shall be p erformed by the Department of Public Works only and to their sole discretion. Should any tree be damaged or removed by the applicant or any of their parties or subconsultants they have contracted with, penalties, fines, and replacements trees in existing locations will be enforced. 9. ANTENNA MODEL NUMBERS, TILTS, AND AZIMUTHS. The antenna model numbers, tilts, and azimuths for the three (3) WCF nodes shall remain consistent between the permit plans, the reports prepared by Hammett and Edison, and CTC Technology & Energy “Small Cell Application – Palo Alto Vinculums Verizon Cluster 4,”. Any additional azimuths or antennas are not approved. Prior to the issuance of streetwork and encroachment permits, any changes in antenna model numbers, tilts, and azimuths shall be accompanied by updated FCC compliance studies; the City may elect to peer review these reports at the applicant’s sole expense. 10. PLANNED FCC COMPLIANCE DOCUMENTATION. Prior to the issuance of streetwork and encroachment permits, the applicant shall submit updated FCC compliance studies to the extent that there are any changes to antenna height or other topics that change the analysis presented in the reports prepared by Hammett and Edison; the City may elect to peer review these reports at the applicant’s sole expense. 11. EXPLANATORY AND OTHER SAFETY SIGNAGE. Signs shall be no larger than necessary. The recommended explanatory signage described in the Reports by Hammett and Edison, as amended by the Fire Department’s Condition of Approval 88 & 89, or any other updated Planned FCC Compliance report shall be incorporated into the permit plan set. Signage shall comply with any relevant requirements of California Public Utilities Commission General Order No. 95. All radio frequency signage shall comply with FCC Office of Engineering and Technology Bulletin No. 65 or ANSI C95.2 for color, symbol, and content conventions. All such signage shall at all times provide a working local or toll-free telephone number to its network operations center, and such telephone number shall be able to reach a live person w ho can exert transmitter power-down control over this Site as required by the FCC. 12. PERMITTING. This approval letter, including the associated conditions of approval, shall be printed on the plan sets submitted for encroachment and street work permit revie w. 13. PERMITTING BY OTHERS. This approval does not include approval or permitting by other entities that may have additional permitting authority separate from the City of Palo Alto. This includes future fiber layout permits that connect to this facility. 14. PLANNING FINAL INSPECTION. A Planning Final inspection will be required to determine substantial compliance with the approved plans prior to the scheduling of a permit final inspection by the Public Works and/or Building Departments. Any revisions during the Page 15 of 25 construction process must be approved by Planning, including but not limited to; landscaping, equipment, and hard surface locations. Contact the Planning and Development Services to schedule this inspection. 15. NODE MAINTENANCE. All aspects of the WCF small cell nodes shall always be well maintained and replaced, if necessary, to the satisfaction of the Director of Planning and Development Services. 16. MODIFICATIONS TO APPROVED PLANS. Any modifications, additions and intensification of use (i.e. additional antennas, equipment substitutions, adjustments in location or height) shall require review and approval as specified in the Palo Alto Municipal Code prior to construction. 17. NOISE ORDINANCE AND NOISE POLICIES. The WCF nodes shall comply with all noise standards specified in Municipal Code Chapter 9.10.050 and the noise-related policies in Chapter 4 (Natural Environment). 18. REMOVAL OF ABANDONED EQUIPMENT. Any components of the WCF nodes that cease to be in use for more than ninety (90) days shall be removed by the applicant, Wireless Communications Service provider, or property owner within ninety (90) days of the cessation of use of that WCF. A new WCF permit shall not be issued to an owner or operator of a WCF or a wireless communication service provider until the abandoned WCF or its component is removed. 19. AS-BUILT PLANS. An as-built set of plans and photographs depicting the entire WCF as modified, including all Transmission Equipment and all utilities, shall be submitted to the Planning Division within ninety (90) days after the completion of construction. (APPLICANT FOLLOW-UP REQUIRED) 20. RADIO FREQUENCY EMISSION. The applicant shall hire a radio engineer licensed by the State of California to measure the actual radio frequency emission of the WCF nodes and determine if it meets Federal Communications Commission standards. A report, certified by the engineer, of all calculations, required measurements, and the engineer's findings with respect to compliance with the FCC's radio frequency emission standards shall be submitted to the Planning Division within one year of commencement of operation. The report shall have a methodology section outlining instrumentation, measurement direction, heights and distances, and other protocols outlined in FCC Bulletin OET 65. The report shall include a list and identify any nearby RF sources, nearby reflecting surfaces or conductive objects that could produce regions of field intensification, antenna gain and vertical and horizontal radiation patterns, type of modulation of the site, polarization and emissions orientation(s) of the antenna(s), a log of all equipment used, and a map and list of all locations measured indicating the maximum power observed and the percentage of the FCC Uncontrolled/General Population guidelines at the measurement location. At the applicant’s expense, the City may elect to have a City-staff observer during the measurements, may elect to receive raw test measurements by location provided in electronic format to the observer, and may elect to have the report independently peer reviewed prior to Page 16 of 25 report acceptance. Applicant may be required to submit these reports periodically for the life of the project, as determined by the Director of Planning and Development Services. (APPLICANT FOLLOW-UP REQUIRED) 21. INDEMNIFICATION. To the extent permitted by law, the applicant shall indemnify and hold harmless the City, its City Council, its officers, employees and agents (the “indemnified parties”) from and against any claim, action, or proceeding brought by a third party against the indemnified parties and the applicant to attack, set aside or void, any permit or approval authorized hereby for the Project, including (without limitat ion) reimbursing the City for its actual attorneys’ fees and costs incurred in defense of the litigation. The City may, in its sole discretion and at Applicant’s expense, elect to defend any such action with attorneys of its own choice. 22. COMPLIANCE WITH APPLICABLE LAWS. The applicant shall comply with all applicable provisions of the Code, any permit issued under this Code, and all other applicable federal, state and local laws (including without limitation all building code, electrical code and other publ ic safety requirements). Any failure by the City to enforce compliance with any applicable laws shall not relieve any applicant of its obligations under this code, any permit issued under this code, or all other applicable laws and regulations. 23. PERMIT EXPIRATION. The WCF approval shall be valid for a period of one year from the original date of approval. In the event on-site construction under applicable street work and/or encroachment permits has not commenced within the time limit specified above, the approval shall expire and be of no further force or effect. A written request for a one-year extension shall be submitted prior to the expiration date in order to be considered by the Director of Planning and Development Services. 24. REVOCATION. The Director of Planning and Development Services may revoke any WCF permit if the permit holder fails to comply with any condition of the permit. The Director's decision to revoke a permit shall be appealable pursuant to the process applicable to issuance of the permit, as provided in PAMC Section 18.42.110(h), which is pursuant to the process for appeal of architectural review set forth in Section 18.77.070(f). Office of Transportation General Conditions for TCPs: Work hours: 9 am to 4 pm 25. If the driveway to any garage or parking area will need to be closed for permitted construction work, the affected property owner shall be served notice in writing regarding this necessary closure, at least 72 hours in advance. Approval is valid for 6 months from the date of app roval. 26. “No Parking - Tow Away” signs must be posted 72 hours in advance. A sign must be placed at each affected parking space. Page 17 of 25 27. The clear width of the drive lane shall be minimum 10 feet per lane, or 12 feet, if only one lane is provided. 28. The applicant is responsible for notifying Palo Alto Dispatch of temporary lane closures in case of emergency vehicle route access (only for complete road closures). 29. Warning signs should not be placed on the bike lane. These must be placed adjacent to any bike lanes in the roadway or sidewalk. If a bike lane is used as part of the taper, then a “Bike lane closed ahead” sign is required on either side of the where the Bike lane begins. If there is no bike lane, then W11-1 and W16-1P sign required. 30. The applicant must coordinate with other construction work in the area of work to avoid conflict of overlapping project dates. All conflicting signs shall be covered while temporary signs are in place. 31. Any other required signs may have been missed in the review process. It is the contractor’s responsibility to follow MUTCD for the safety of residents and workers. The contractor is responsible for coordinating with affected agencies: Law Enforcement; Fire Department; Department of Public Works/Transportation; Rail, Bus, and Transit Companies; Schools; Trash Collection Services; and Emergency Response Services. Public Works Engineering 32. DOWNTOWN STYLE LIGHTING: Nodes 061 and 204 are located within the Downtown Style boundary. The applicant is required to use the approved decorative luminaries to be painted Munsell RAL5.5GY2.76/2.1 green. This applies to all locations that are within the Downtown boundary. Locations outside of the downtown boundary shall be replaced in kind with a similar style. 33. EASEMENT: All existing easements shall be indicated on plan submittal to Public Works for necessary permits. Any proposed items in existing Public Utility Easement areas shall be approved by CPA Utilities and Public Works Engineering. 34. DEMOLITION PLAN: Excavation activities associated with the proposed scope of work shall occur no closer than 10-feet from any existing street trees, or as approved by the Urban Forestry Division (contact 650-496-5953). Any changes shall be approved by Public Works. 35. WORK IN THE RIGHT-OF-WAY: The plans must clearly indicate any work that is proposed in the public right-of-way, such as sidewalk replacement, driveway approach, or utility laterals. The plans must include notes that the work must be done per City standards and that the contractor performing this work must first obtain a Street Work Permit from Public Works at the Development Center. Page 18 of 25 36. A permanent encroachment permit will be required for all equipment that is to be installed in the public right-of-way. 37. Public Works shall determine the number of encroachment permits and associated street work permits, if any, that can be processed in a batch. The applicant will be required to apply for all necessary permits including: Street Work and Encroachment Permit applications. All required applications shall be in the submittal package for Public Works. These necessary permit applications and requirements are available from Public Works on our website: https://www.cityofpaloalto.org/Departments/Public-Works/Engineering-Services/Forms-and- Permits. 38. The location of proposed pull boxes will be reviewed and determined on a location basis. 39. SIDEWALK, CURB & GUTTER. In the event existing sidewalks, curbs, gutters, driveway approaches, or street areas in the public right-of-way are disturbed as part of this project, the applicant shall repair or replace those sidewalks, curbs, gutters, driveway approaches, or street areas as directed by and to the satisfaction of the City Engineer. Contact Public Works inspector at 650-496-6929 to arrange a site visit so that the inspector can discuss the extent of replacement work along the public road. The site plan submitted with the building/streetwork/encroachment permit plan set must show the extent of the replacement work. 40. All trench work and placement of fiber optic conduit shall adhere to City of Palo Alto Public Works specifications. Refer to City of Palo Alto Public Works Conduit Location Detail Telecommunications Drawing No. 402. This detail will provide specifics for placement of conduit in both residential and commercial areas. Any deviation from City Standards and Regulations must be approved by Public Works and all other applicable Departments. 41. STORM WATER POLLUTION PREVENTION: The City's full-sized "Pollution Prevention - It's Part of the Plan" sheet must be included in the plan set. Copies are available from Public Works on our website http://www.cityofpaloalto.org/civicax/filebank/documents/2732. 42. The contractor may be required to submit a logistics plan to the Public Works Department prior to commencing work that addresses all impacts to the City’s right-of-way, including, but not limited to: pedestrian control, traffic control, truck routes, material deliveries, contractor’s parking, concrete pours, crane lifts, work hours, noise control, dust control, storm water pollution prevention, contractor’s contact, noticing of affected surrounding properties , and schedule of work. The requirement to submit a logistics plan will be dependent on the number of applications Public Works Engineering receives within close proximity to help mitigat e and control the impact to the public-right-of-way. If necessary, Public Works may require a Logistics Plan during construction. 43. STREET WORK AND ENCROACHMENT PERMIT APPLICATION SUBMITTAL. Applicants are required to create an account and submit applications in the form of a preapplication. These Page 19 of 25 preapplications will have an associated pre-application number. Online Permitting Services Process (Pre-application): • Become an Accela Citizen Access registered user. Simply head to Accela Citizen Access, and register with your email address. You'll receive a confirmation email in your inbox. https://aca.accela.com/PALOALTO/Account/RegisterDisclaimer.aspx • Complete a pre-application, which includes submitting your plans, documents, and other project-related materials. Staff will review your materials to ensure your file contains all the materials necessary for your project to be reviewed. • Once your project has everything needed, it will move on from being a pre-application to a full application (street-work or encroachment). Your assigned PW staff reviewer will reach out with your permit number and status. Long term encroachment permitee will be updated to facility owner/responsible party (not contractor); insurance per City standards will also be required from permitee. 44. Applicant may be required to submit a detailed cost estimate breakdown for proposed scope of work prior to permit issuance. Public Works review will request after review of estimated work cost on permit applications. Public Works – Urban Forestry 45. TREE PROTECTION COMPLIANCE. The owner and contractor shall implement all protection and inspection schedule measures as a condition of the building permit, Sheet T-1, and is subject to code compliance action pursuant to PAMC 8.10.080. The required protective fencing shall remain in place until final landscaping and inspection of the project. The fencing shall contain required warning sign and remain in place until final inspection of the project. Tree fencing shall be adjusted after demolition if necessary, to increase the tree protection zone as required by the project arborist. 46. TREE DAMAGE. Tree Damage, Injury Mitigation and Inspections apply to Contractor. Reporting, injury mitigation measures and arborist inspection schedule (1-5) apply pursuant to TTM, Section 2.20-2.30. Contractor shall be responsible for the repair or replacement of any publicly owned or protected trees that are damaged during the course of construction, pursuant to Title 8 of the Palo Alto Municipal Code, and city Tree Technical Manual, Section 2.25. 47. GENERAL. The following general tree preservation measures apply to all trees to be retained: No storage of material, topsoil, vehicles or equipment shall b e permitted within the tree enclosure area. The ground under and around the tree canopy area shall not be altered. Trees to be retained shall be irrigated, aerated and maintained as necessary to ensure survival. 48. EXCAVATION RESTRICTIONS APPLY (TTM, Sec. 2.20 C & D). Any approved grading, digging or trenching beneath a tree canopy shall be performed using ‘air -spade’ method as a preference, with manual hand shovel as a backup. For utility trenching, including sewer line, roots exposed with diameter of 1.5 inches and greater shall remain intact and not be damaged. If directional Page 20 of 25 boring method is used to tunnel beneath roots, then Table 2 -1, Trenching and Tunneling Distance, shall be printed on the final plans to be implemented by Contractor. 49. TREE REPLACEMENT. Tree #1 at 1221 Middlefield Road (inventoried as Street Tree Site F2 at 1211 Middlefield Road), shall be replaced with two 24" box trees to comply with Table 3 -1 of the Tree Technical Manual (replacement ratios), https://www.cityofpaloalto.org/files/assets/public/planning-amp-development-services/tree- preservation/tree-program-downloads/tree-technical-manualsections/tree-technical- manuel.orgcivicaxfilebankdocuments6436.pdf. One 24" box Littleleaf Linden shall be planted at the proposed site location and one payment of $650 shall be made to the Forestry Fund in lieu of planting a second tree. 50. Ensure all Tree Disclosure Statements on Sheet T-1 of the Tree Protection sheets are completed and signed. Public Works – Electrical Utilities 51. The applicant shall update their detail for the Downtown Style light pole schematic to show the height of decorative base being 35-13/16-inches tall as shown on the Palo Alto Style Placement Guide. 52. The applicant shall update their detail for the Downtown Style light pole style to have a four (4) foot mast arm with a 30-inch rise as shown on the Palo Alto Style Placement Guide. 53. The applicant shall comply with all the Electric Utility Engineering Department service requirements noted during plan review. 54. The applicant shall be responsible for identification and location of all utilities, both public and private, within the work area. Prior to any excavation work at the site, the applicant shall contact Underground Service Alert (USA) at 1-800-227-2600, at least 48 hours prior to beginning work. 55. The applicant shall submit a request to disconnect all existing utility services and/or meters including a signed affidavit of vacancy, on the form provided by the Building Inspection Division. Utilities will be disconnected or removed within 10 working days after receipt of request. The demolition permit will be issued after all utility services and/or meters have been disconnected and removed. 56. MASTER LICENSE AGREEMENT. Each WCF small cell node will comply at a ll times with the terms and conditions in the Master License Agreement for Use of City-Controlled Space on Utility Poles and Streetlight Poles and in Conduits (“MLA”) between the City of Palo Alto and GTE Mobilnet of California Limited Partnership, DBA Verizon Wireless executed on June 26, 2016. A security instrument, such as a Performance Bond or Letter of Credit, shall be provided Page 21 of 25 in accordance with Section 14.0 of the Master License Agreement prior to encroachment or street work permit issuance. 57. All sites shall include pole loading calculations. 58. Applicant shall install an inter duct of suitable size inside the street lighting pole, if hard wiring is to connect to one of the antenna system/facilities. Applicant must keep antenna/proposed equipment’s electric circuitry completely separate from utility’s street lighting circuit. THE FOLLOWING SHALL BE INCORPORATED IN SUBMITTALS FOR ELECTRIC SERVICE 59. A completed Electric Load Sheet and a full set of plans must be included with all applications involving electrical work. The load sheet must be included with the preliminary submittal. 60. Industrial and large commercial customers must allow enough lead-time for Electric Utility Engineering and Operations (typically 8-12 weeks after advance engineering fees have been paid) to design and construct the electric service requested. 61. Only one electric service lateral is permitted per parcel. 62. The customer shall install all electrical substructures (conduits, boxes and pads) required from the service point to the customer’s switchgear. The design and installation shall be according to the City standards and shown on plans. 63. Location of the electric panel/switchboard shall be shown on the site plan and approved by the Utilities Department. 64. The customer is responsible for sizing the service conductors and other required equipment according to the National Electric Code requirements and the City standards. 65. Any additional facilities and services requested by the Applicant that are beyond what the utility deems standard facilities will be subject to Special Facilities charges. The Special Facilities charges include the cost of installing the additional facilities as well as the cost of ownership. 66. Projects that require the extension of high voltage primary distribution lines or reinforcement of offsite electric facilities will be at the customer’s expense and must be coordinated with the Electric Utility. DURING CONSTRUCTION 67. Contractors and developers shall obtain permit from the Department of Publi c Works before digging in the street right-of-way. This includes sidewalks, driveways, and planter strips. 68. At least 48 hours prior to starting any excavation, the customer must call Underground Service Alert (USA) at 1-800-227-2600 to have existing underground utilities located and marked. The Page 22 of 25 areas to be check by USA shall be delineated with white paint. All USA markings shall be removed by the customer or contractor when construction is complete. 69. The customer is responsible for installing all on-site substructures (conduits, boxes and pads) required for the electric service. No more than 270 degrees of bends are allowed in a secondary conduit run. All conduits must be sized according to National Electric Code requirements and no 1/2 – inch size conduits are permitted. All off-site substructure work will be constructed by the City at the customer’s expense. Where mutually agreed upon by the City and the Applicant, all or part of the off-site substructure work may be constructed by the Applicant. 70. All primary electric conduits shall be concrete encased with the top of the encasement at the depth of 30 inches. No more than 180 degrees of bends are allowed in a primary conduit run. Conduit runs over 500 feet in length require additional pull boxes. 71. All new underground conduits and substructures shall be installed per City standards and shall be inspected by the Electrical Underground Inspector before backfilling. 72. Meter and switchboard requirements shall be in accordance with Electric Utility Service Equipment Requirements Committee (EUSERC) drawings accepted by Utility and CPA standards for meter installations. 73. Shop/factory drawings for switchboards (400A and greater) and associated hardware must be submitted for review and approval prior to installing the switchgear to: Gregory McKernan, P.E. Power Engineer Utilities Engineering (Electrical) 1007 Elwell Court Palo Alto, CA 94303 74. Catalog cut sheets may not be substituted for factory drawing submittal. Public Works – Water, Gas, Wastewater 75. The contractor shall contact underground service alert (800) 227-2600 one week in advance of starting excavation to provide for marking of underground utilities. 76. The contractor shall provide potholing and verify the exact location of existing and abandoned utilities, inverts, depth and elevations to confirm the horizontal and vertical alignment of the new conduits crossing the streets. The project engineer must report to Utilities Engineering any proposed underground work that conflicts with existing WGW utility services/mains. 77. The applicant shall provide a cross section or profile showing the proposed vertical alignment for the (N) conduits and the crossing of existing underground utilities. The profile must be drawn to scale with approximate depths of (e) pipes. Page 23 of 25 78. The applicant shall provide protection for utility lines subject to damage. Utility lines within a pit or trench shall be adequately supported. All exposed water, gas, and sewer lines shall be inspected by the WGW Utilities Inspector prior to backfilling. 79. When trenching: For crossing utilities the contractor shall maintain 12" clear, above and below, from the existing utilities to new underground facilities. For parallel utilities maintain minimum 3’ clear horizontal (not diagonal) separation. 80. When boring new pipes or conduits: the pilot bore hole shall be 24" clear from any existing WGW utility pipes and all existing utility crossings shall be potholed prior to starting work. For parallel utilities maintain minimum 5’ clear horizontal (not diagonal) separation. 81. PLAN MODIFICATION. The applicant shall relocate their proposed fiber vaults away from gas service/line per requirements on page A-1.4 (1221 Middlefield Rd). Utility vaults, transformers, utility cabinets, concrete bases, or other structures cannot be placed over existing water, gas or wastewater mains/services. Maintain 1’ horizontal clear separation from the vault/cabinet/concrete base to existing utilities as found in the field. If there is a conflict with existing utilities, Cabinets/vaults/bases shall be relocated from the plan location as needed to meet field conditions. 82. All utility work/installations shall be in accordance with the City of Palo Alto utility standards for water, gas & wastewater. 83. All WGW utility work shall be inspected and approved by the WGW utilities inspector. Inspection costs shall be paid by the applicant's contractor prior to starting work. Schedule WGW utilities inspections at 650/566-4504 five working days before start of constructions. 84. The applicant's contractor shall immediately notify the Utilities Department (650) 496 -6982 or 650/329-2413 if the existing water, wastewater or gas mains/services/laterals are disturbed or damaged. 85. No water or gas valves or other facilities owned by Utilities Department shall be operated for any purpose by the applicant's contractor. All required operation will only be performed by authorized utilities department personnel. The applicant's contractor shall notify the Utilities Department not less than forty-eight (48) hours in advance of the time that such operation is required. 86. The contractor shall not disconnect any part of the existing water, gas, or wastewater mains except by the express permission of the WGW utilities inspector and shall submit a schedule of the estimated shutdown time to obtain said permission. 87. Any repairs needed to utility gas infrastructure as a result of construction in the right of way shall only be performed by the City’s Utility Operations team, (650) 496 – 6982. Fire Department Page 24 of 25 88. Warning signage is needed to warn workers on nearby trees and utility poles of the potential RF exposure exceeding the public exposure limit for work on adjacent trees and utility lines. Warning signs shall be placed around the trunk of any immediately adjacent trees and the base of any immediately adjacent utility poles. As trees grow, the exposure of a tree worker may change over time, so the application of signage shall be reviewed by the Fire Department and applicant as directed by the Fire Department, not more than once every three years. Alternatively, the City will accept the additional warning sign located near antenna height, proposed by applicant as shown on Pg. D-1 (Detail 2) of the approved plans, to be placed not more than four feet below the antennas as shown on the elevation drawings for all sites. 89. Signage shall be readily visible on all sides of the proposed light pole at eight (8) feet to 10 feet in height. A Blue Category Two notice is acceptable. The notice shall specify locations (height and distance from the antennas) where excessive RF exposure can occur. If applicable, signs posted on trees shall not cause harm to the trees, e.g. using elastic straps. SECTION 5. Term of Approval. 1. Tier 2 WCF. Except as otherwise provided in the permit or in a lease or license agreement with the City of Palo Alto, WCF permits shall be valid for a period of ten years from the date of approval. An applicant may seek extensions of an approved WCF permit in increments of no more than ten years and no sooner than twelve months prior to the expiration of the permit. The Director shall approve an extension request upon finding that that applicant has complied with all conditions of approval for the WCF permit and will comply with all other requirements applicable to WCFs at the time the extension is granted. Prior to issuing a decision on an extension request, the Director may seek additional studies and information to be prepared at the applicants expense. PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: APPROVED: _________________________ ____________________________ City Clerk Director of Planning and Development Services APPROVED AS TO FORM: ___________________________ Deputy City Attorney 20PLN-00118 Page 1 of 1 June 4, 2021 Jeremy Stroup GTE Mobilnet of CA, LLP, dba Verizon Wireless 575 Lennon Ln., #125 Walnut Creek, CA 94598 Subject: 250 Hamilton Avenue [20PLN-00118]; Wireless Communication Facility (WCF) Permit Applications for three WCF Nodes – Verizon Cluster 4 (Addendum to COAs) Dear Mr. Stroup: In accordance with Condition of Approval #7 within the Director’s decision letter issued on May 25, 2021, the Director of Planning and Development Services (Director) further amends the conditions identified below. This amendment occurs following discussions among staff, the applicant, and Columbia Telecommunications Corporation (CTC), the City’s Radio Frequency (RF) engineer consultant. The modification pertains to the applicability of FCC requirements on placement of RF warning signs, as well as the feasibility of placing signs on City trees or utility poles. The amended language is highlighted below in red for ease of reference. This minor modification does not alter the timeline for the appeal that was established with the May 25 th letter. Fire Department 88. Warning signage is needed to warn workers on nearby trees and utility poles of the potential RF exposure exceeding the public exposure limit for work on adjacent trees and utility lines. Warning signs shall be placed around the trunk of any immediately adjacent trees and the base of any immediately adjacent utility poles. As trees grow, the exposure of a tree worker may change over time, so the application of signage shall be reviewed by the Fire Department and applicant as directed by the Fire Department, not more than once every three years. Alternatively, the City will accept the additional warning sign located near antenna height, proposed by the applicant as shown on Pg. D-1 (Detail 2) of the approved plans; this shall be placed not more than four feet below the antennas, as shown on the elevation drawings for all sites. 89. Signage needs to shall be readily visible on all sides of the proposed light pole at eight (8) feet to 10 feet in height. A Blue Category Two notice is acceptable. The notice shall specify locations (height and distance from the antennas) where excessive RF exposure can occur. If applicable, signs posted on trees shall not cause harm to the trees (for example, by e.g. using elastic straps). Sincerely, Rachael Tanner, Assistant Director Planning and Development Services on behalf of Jonathan Lait, Director of Planning and Development Services DocuSign Envelope ID: AAE51AE7-E87C-4276-B0EC-835C4E51E091 20PLN-00118 Page 1 of 1 June 8, 2021 Jeremy Stroup GTE Mobilnet of CA, LLP, dba Verizon Wireless 575 Lennon Ln., #125 Walnut Creek, CA 94598 Subject: 250 Hamilton Avenue [20PLN-00118]; Wireless Communication Facility (WCF) Permit Applications for three WCF Nodes – Verizon Cluster 4 (Addendum to COAs) Dear Mr. Stroup: In accordance with Condition of Approval #7 within the Director’s decision letter issued on May 25, 2021, the Director of Planning and Development Services (Director) further amends the conditions identified below. This amendment occurs as a result of internal staff discussion regarding Conditions of Approval #2 and # 51. The amended language is highlighted in red for ease of reference. Planning Division 2. SITE SPECIFIC REQUIREMENTS. Encroachment permit and streetwork permit plan sets shall include accurate locations of driveways, curb lines, utilities, the existing light mast orientation, and other existing conditions for each WCF. All existing street signs shall be retained and reinstalled at their existing heights or replaced to match existing if damaged. If damaged, existing painted curbs and other markings, curb ramps, ADA markings, crosswalks, and similar shall be replaced as part of construction. All street trees and private trees within the primary construction area and any trenching and boring areas shall be protected in accordance with the requirements in the City’s Technical Tree Manual. The approved plans must be updated to include the following:  Node 061 and Node 204 – In accordance with Condition of Approval 51 the height of the decorative clam shell base on the elevation drawings and schematic detail shall be 35- and 13/16-inches tall. The width shall be 24-inches wide. Alternatively, the City will accept the 24-inch wide by 34-inch tall Valmont clamshell identified in the approved plans on D-2 (Detail 3). Public Works – Electric Utilities 51. The applicant shall update their detail for the Downtown Style light pole schematic to show the height of decorative base being 35-13/16-inches tall as shown on the Palo Alto Style Placement Guide. Alternatively, the City will accept the 24-inch wide by 34-inch tall Valmont clamshell identified in the approved plans on D- 2 (Detail 3). Sincerely, Jonathan Lait Director of Planning and Development Services DocuSign Envelope ID: 52509117-9175-4475-8C97-178CF03076B8 June 7,2021 Dear City Clerk Minor, On behalf of United Neighbors,we are appealing the Planning Director’s decision to approve Verizon’s application 2OPLN-00118 to install cell towers at 1221 Middlefield Road (Node 061),850 Webster Street (Node 204)and 853 Middlefield Road (Node 205). The bases for our request that City Council overturn the approval of this set of applications are: 1.Verizon,the applicant,failed to meet the requirement of Palo Alto’s Wireless Ordinance that it notify “all residents and property owners within 600 feet of the project site”of a community meeting regarding their proposed cell towers.In fact,hundreds of residents who should have been notified of this meeting were not.For example,none of the residents of Channing House were notified,even though the proposed installation at 850 Webster is right next to Channing House. 2.The notice of a community meeting that Verizon did send to other Palo Altans who live near the proposed installations was misleading with respect to the scale of the installations being proposed. 3.Verizon’s application is incomplete because it does not include important information conventionally provided in cell tower applications and necessary to properly assess the three proposed locations and alternatives to these locations—information such as 1)whether the few alternatives Verizon considered represent all feasible alternatives;2)the relative coverage offered by the permissible alternatives (for example,how much coverage would be lost by placing the cell tower in a location that requires fewer exceptions from the City’s standards);3)defined dimensions and characteristics of the target gap;and 4)a map of alternatives in preferred,non-residential zones,including adjusting the location of existing poles given that pole replacement is already proposed).As a result of the inadequacy of the information supplied by Verizon,there is:1)no way to know why they selected these three particular sites for new cell towers;2) no way to know why they considered some poles and not others as alternate locations;and 3)no way to assess whether any of their many requests for “exceptions”from the City’s aesthetic and other standards with respect to the siting of cell towers are justified. 4.The Planning Director approved the application despite that fact that the three proposed cell towers do not meet the City’s Design Standards expressed in the City’s December,2019,Wireless Resolution (Resolution No.9873).In particular, these Standards require that all “antenna(s)shall be placed in a shroud at the top of [the pole.]”and that “Antennas and/or equipment at the top of the pole shall be covered by a single integrated shroud.”Instead,the three proposed installations have either two or three separately shrouded antennas at the top of their poles, not a single,integrated shroud. 5.The Planning Director approved the application without consulting the Architectural Review Board (ARB).He bypassed the ARB:1)despite the fact that this was the first time the siting standards in the City’s December,2019, Wireless Resolution (Resolution No.9873)were being applied;2)despite the fact that Verizon considered very few alternate sites;and 3)despite the fact that the sites Verizon chose required multiple exceptions to the City’s standards, including,for example,the standards related to the visibility of facilities. 6.There is no indication that the Planning Director consulted a siting expert in the process of evaluating Verizon’s application,even though Verizon was obligated to pay for the service.If no consultation on siting,RF compliance and propagation was obtained,a justification is needed for why the Planning Director ultimately declined to obtain a consultation,given,in particular,that,again,1)this was the first time the siting standards established in the City’s December,2019, Wireless Resolution were being applied;2)Verizon considered very few alternate sites to the three it proposed;and 3)all three of the sites Verizon chose required that the City grant multiple material exceptions to Palo Alto’s standards. 7.Node 205 at 853 Middlefield Road does not comply with the City’s Standards “to the greatest extent feasible”because Verizon has failed to demonstrate why a tree planted further southeast than 35 feet from the pole is either 1)infeasible,or 2)would not be helpful in hiding the cell tower from view,as required by 18.42.11 0(k)(1 )(A)of the Wireless Ordinance. 8.Verizon incorrectly asserts that deciduous trees—for example,the Chinese Pistaches cited with respect to the proposed facility at 853 Middlefield Road (Node 205)—will adequately conceal cell towers from view.In fact,deciduous trees such as these are leafless or close-to-leafless for significant portions of the year,during which times they will provide little to no concealment of the towers. 9.Verizon’s three sites are located within range of a macro-tower (it’s on the roof of Channing House)and an AT&T small cell node cell tower.The Palo Alto Fire Department’s Hazardous Materials Inspector recommended that the proposed sites not be approved because he was concerned that,among other things, “People may be exposed to excessive levels of RE at the following locations: People on the rooftop at 433 Addison and 442 Ramona;occupants at 519 Webster second story balcony;people working on street trees or utility poles at 1221 Middlefield,850 Webster,and 853 Middlefield [i.e.,at the locations of each of the three cell towers Verizon is proposing].”When City Staff raised these concerns with Verizon,Verizon’s response was evasive and misleading,and failed to address the core issue raised by the City’s Hazardous Materials Inspector:Is this safe? 10.The City’s current Standards allow cell towers to be located as close as twenty feet to a residence.The proposed cell tower at 1221 Middlefield Road (Node 061)appears to be even closer than that to a home.(We did not want to enter the property to measure the distance without the permission of the resident,who was not available.)To be clear,the twenty-foot setback is a “no exceptions” provision of the City’s Standards. 11 .The approval letter grants to Verizon an exception which allows the company to aim one of the antennas on the proposed cell tower at 1221 Middlefield Road (Node 061)directly at a residence.This is the same residence that we believe is less than twenty feet from the proposed cell tower site.The application and the approval letter fail to adequately justify this decision. 12.The application and approval letter ate deficient because,for all three proposed cell towers,they incorrectly limit analysis with respect to visibility to the view of the proposed cell tower from the sidewalk and the street,ignoring the view of the proposed facility by the individuals who live in the residences nearest to them. 13.The application is deficient in that it does not show all fiber backhaul as required by Notice of Incompleteness Item 66 and by the City’s Dig Once policy.Nothing in the Small Cell Order,or other law,disallows Palo Alto’s mandate that an applicant must demonstrate that it has arranged for all necessary services and equipment needed to actually operate the proposed equipment,regardless of whether the installation is conducted by the applicant or another entity,and regardless of whether that additional equipment is a “small cell.”In short,the City of Palo Alto is entitled to require fiber backhaul documentation from Verizon. 14.Verizon has not justified the exceptions to the pole replacement/style standards it sought and obtained for Node 061 at 1221 Middlefield Road and for Node 204 at 850 Webster Street.Specifically,the applicant asserts that a 10”diameter pole is required to support two to three antennas at each of these locations,even though Node 205 is sited on an 8”diameter pole,and the 8”pole is supporting three antennas identical to those at the other two sites. 15.The proposed cell towers at 1221 Middlefield (Node 061)and 853 Middlefield (Node 205)do not appear to comply with the 2.6 Cu.ft.maximum per streetlight pole mandated by the City because the three shrouded antennas alone total 2.55 Cu.ft.(0.85 x 3),and this 2.55 cu.ft.does not include the mounting brackets or the pole extension supporting the antennas.Nor does 2.55 cu.ft.include the total volume of the “single integrated shroud and antenna skirt”that will be required to encompass all three antennas per the City Standards. 16.The Certificate of Insurance provided in the application is deficient in that it does not specify coverage for any liability sought for injuries due to non-FCC compliant RF,which is generally an exception to general liability policies. 17.Under City Code 18.42.110(l),Verizon is not eligible for a new WCF permit until any component of an existing Verizon WCF in the City that has not been used in 90 days has been removed.In fact,Verizon has not certified either 1)that it has removed any abandoned Components of their equipment (e.g.,now-disused cabling or wires)or 2)that there are no abandoned components. We end our appeal with two global points regarding the deficiencies of Verizon’s application and of the approval decision: 18.The proposed nodes do not qualify as Tier 2 WCF under PAMC 18.42.110,but rather are Tier 3.Hence the application is deficient in that 1)it does not include the scaled drawing,required for Tier 3 applications,of potential increases in physical dimensions;and 2)it does not address the findings required for Tier 3, including those required by Section 18.76.010(c)of the Wireless Ordinance. Moreover,the approval letter does not,as the law mandates,make the required findings. 19.Verizon has not met,as the law requires,its ‘burden of proving”that denial of the application would “deprive the applicant of rights guaranteed by federal law.”For example,Verizon in fact 1)has not established the existence of a significant gap, particularly not a gap in personal wireless services,and 2)has not proved that the proposed nodes are the least intrusive means of addressing that gap,as compared to other feasible alternatives. Please note the law requires that,if Verizon’s application and/or the approval of its application are deficient in any way,the application must be denied.Given the number of ways in which both the application and the approval of the application are deficient, we respectfully ask you to deny Verizon’s application. Thank you for your consideration. Sincerely, Jeanne Fleming With Tina Chow,Jerry Fan,Annette Fazzino and Jyotsna Nimkar, For United Neighbors Jeanne Fleming J FleminqMetricus.net 650-325-5151 TO: HONORABLE CITY COUNCIL FROM: JONATHAN LAIT, DIRECTOR, PLANNING AND DEVELOPMENT SERVICES DATE: JUNE 22, 2021 SUBJECT: AGENDA ITEM NO. 8 – PUBLIC HEARING / QUASI-JUDICIAL. 250 HAMILTON AVENUE [20PLN-00118]: APPEAL OF DIRECTOR'S APPROVAL OF THREE WIRELESS COMMUNICATION FACILITIES (VERIZON CLUSTER 4) BY VERIZON TO BE PLACED ADJACENT TO 853 AND 1221 MIDDLEFIELD ROAD, AND 850 WEBSTER STREET. ENVIRONMENTAL ASSESSMENT: EXEMPT FROM THE PROVISIONS OF CEQA PER SECTION 15303 (NEW CONSTRUCTION AND CONVERSION OF SMALL STRUCTURES) AND 15311 (ACCESSORY STRUCTURES). As provided in the previously released staff report for the subject application, and due to the quick turnaround time between the receipt of the appeal and agenda packet preparation, this memorandum is intended to provide a fuller response to the appellant’s statements for Council’s consideration. The appellant requests the Council overturn the Director of Planning and Development Services decision on May 25, 2021 concerning three wireless communication facilities (WCF). The decision letter, appeal statement and other project -related details are included in the previously submitted Council report.1 The appellant’s nineteen reasons supporting the appeal are enumerated below and followed by a staff response. A heading topic is provided to orient the reader to each of the particular areas of concern: Project Noticing 1. Verizon, the applicant, failed to meet the requirement of Palo Alto's Wireless Ordinance that it notify "all residents and property owners within 600 feet of the project site" of a community meeting regarding their proposed cell towers. In fact, hundreds of residents who should have been notified of this meeting were not. For example, none of the residents of Channing House were notified, even though the proposed installation at 850 Webster is right next to Channing House. 1 Council Staff Report, dated June 22, 2021: https://www.cityofpaloalto.org/files/assets/public/agendas-minutes- reports/reports/city-manager-reports-cmrs/2021/id-12321.pdf 8 DocuSign Envelope ID: 95EA9E77-8F82-467E-999C-FB243C7F7CB8 2 of 11 Response: Palo Alto Municipal Code Section 18.42.110 (d)(7) requires an app licant for Tier 2 wireless communication facilities to host a community meeting and provide notice to residents and property owners within 600 feet of a proposed WCF. The applicant has provided a copy of the notice, a list of addresses that received notice and comments made from the lone meeting attendee. This information is available online at the following link and starting on page 64: https://www.cityofpaloalto.org/files/assets/public/planning-amp- development-services/new-development-projects/wireless-projects/20pln-00118/20pln- 00118-c5_250ham_docs.pdf. Based on a review of the administrative record, staff concurs with the appellant that the applicant failed to provide proper notice in accordance with the municipal code. Staff is expanding its review of the rest of the noticing record to determine if other residents or owners were missed and will be able to report its findings to Council at the hearing. Related to this issue, staff recently learned when it sent out notices of decision for the 850 Webster Street WCF that Channing House residents (200+ units) did not rece ive the notice. To address this, staff coordinated with a Channing House employee and hand -delivered sufficient copies of the notice of decision to the mailroom so that residents could be informed of the decision and have an opportunity to file an appeal. As required by the municipal code, staff uses the most recent County Assessor’s address records to send out notices. The County records do not list the number of apartments located at the Channing House as it does for other properties, which explains why residents did not receive mailed notification.2 This noticing issue is not a deficiency in meeting the zoning code requirement for noticing but falls short of the intent, which is why staff delivered notices when this issue was discovered. There are five addresses associated with the Channing House property according to County Assessor records and notices were sent to those property address. However, the applicant’s list of residents and owners that received notice did not include any of the addresses associated with the Channing House property on record with the County Assessor’s Office despite a signed applicant affidavit attesting otherwise. Based on the foregoing, the Council has a few options. It could decide to uphold the appeal and deny Node 204 adjacent to 850 Webster Street because the applicant failed to properly notice the code-required community meeting it hosted. Another option is that the Council could determine that despite the applicant’s omission, residents of the Channing House did receive sufficient notice of the decision through the City’s actions and had an opportunity to appeal the project. Further to this perspective is the fact that the Council is having a noticed public hearing on this WCF, which gives interested parties an opport unity to express their opinions about the project despite not having a chance to participate in an initial applicant - led community meeting. The Council could support this option and still decide to uphold or 2 Staff will follow up with the County Assessor’s Office to discuss this discrepancy and its implication on our noticing procedures and seek opportunities to ensure the Channing House residents receive future public notices as intended. DocuSign Envelope ID: 95EA9E77-8F82-467E-999C-FB243C7F7CB8 3 of 11 reject the appeal as appropriate. Lastly, Council could engage the applicant in a discussion about a tolling agreement to postpone the decision on the subject WCF to give the applicant time to cure its mistake. This option would address a procedural misstep but is unlikely to result in any substantive change to the proposed project. The Council’s decision may also be informed by whether staff identifies other noticing irregularities for this or other WCF nodes. Misleading Notice 2. The notice of a community meeting that Verizon did send to other Palo Altan s who live near the proposed installations was misleading with respect to the scale of the installations being proposed. Response: The previous response includes a link to a copy of the notice. It is unclear what the appellant is asserting with respect to the notice providing misleading information. The City Council can review the notice and make its own conclusions and determine whether there is sufficient cause to uphold the appeal based on this assertion. Coverage 3. Verizon's application is incomplete because it does not include important information conventionally provided in cell tower applications and necessary to properly assess the three proposed locations and alternatives to these locations-information such as 1) whether the few alternatives Verizon considered represent all feasible alternatives; 2) the relative coverage offered by the permissible alternatives (for example, how much coverage would be lost by placing the cell tower in a location that requires fewer exceptions from the City's standards); 3) defined dimensions and characteristics of the target gap; and 4) a map of alternatives in preferred, non-residential zones, including adjusting the location of existing poles given that pole replacement is already proposed). As a result of the inad equacy of the information supplied by Verizon, there is: 1) no way to know why they selected these three particular sites for new cell towers; 2) no way to know why they considered some poles and not others as alternate locations; and 3) no way to assess whether any of their many requests for "exceptions" from the City's aesthetic and other standards with respect to the siting of cell towers are justified. Response: The City’s application submittal requirements, checklist, and Municipal Code do not specify the number of alternatives required in order to determine that an application is complete or incomplete, nor does it require consideration of all feasible alternatives. The applicant is required to provide alternative WCF locations that were considered and explanations as to why certain locations were rejected. The applicant has complied with this requirement. The location of the proposed WCF nodes were provided by the applicant based on its network objectives. The City does not have the authority to prohibit a carrier from establishing or expanding a wireless network in the City. Staff reviewed the proposed WCF nodes and alternatives and rendered a decision based on applicable objective standards documented in the Council report. The City Council, in its review of the record, may come to a different DocuSign Envelope ID: 95EA9E77-8F82-467E-999C-FB243C7F7CB8 4 of 11 conclusion and determine that an alternative node is preferable to the tentatively approved node. Integrated Shroud 4. The Planning Director approved the application despite the fact that the three proposed cell towers do not meet the City's Design Standards expressed in the City's December, 2019, Wireless Resolution (Resolution No. 9873). In particular, these Standards require that all "antenna(s) shall be placed in a shroud at the top of [the pole.]" and that "Antennas and/or equipment at the top of the pole shall be covered by a single integrated shroud." Instead, the three proposed installations have either two or three separately shrouded antennas at the top of their poles, not a single, integrated shroud. Response: The City’s objective wireless standards include an adjustment intended to accommodate 5G technology that may not be able to comply with the City’s shrouding requirement referenced in the appeal statement. The equipment adjustment instead provides an alternative standard that restricts the height of the antenna and total volume. Applying the adjustment to a WCF does not require an exception from the objective standards. The complete adjustment language is provided below: WCF Equipment Adjustment. For Streetlight Poles: Equipment that cannot propagate an adequate signal within the shrouding required by the standard designs shall be attached to a streetlight pole at a height of 2 feet below the light mast or higher. Each instance of such equipment shall not exceed 0.85 cubic feet, nor shall the total volume of such equipment and any shrouding exceed 2.6 cubic feet per streetlight pole. [Emphasis Added] The decision letter takes into consideration the objective standard that allows an adjustment and restricts the total volume of each antenna and associated equipment and shroud to the required thresholds. Architecture Review Board (ARB) Review 5. The Planning Director approved the application without consulting the Architectur al Review Board (ARB). He bypassed the ARB: 1) despite the fact that this was the first time the siting standards in the City's December, 2019, Wireless Resolution (Resolution No. 9873) were being applied; 2) despite the fact that Verizon considered very few alternate sites; and 3) despite the fact that the sites Verizon chose required multiple exceptions to the City's standards, including, for example, the standards related to the visibility of facilities. Response: The Municipal Code requires review of WCF applications by the Planning Director and allows the Director to refer any application to the ARB. This optional design review procedure replaced a prior mandatory design review requirement for several reasons. Changes in the federal regulatory scheme encouraged local jurisdictions to adopt clear objective standards over subjective, design review interests. Further, new federally- mandated aggressive timelines to process WCF applications constrain staff’s ability to DocuSign Envelope ID: 95EA9E77-8F82-467E-999C-FB243C7F7CB8 5 of 11 conduct its analysis, schedule a hearing before the ARB and have sufficient time to prepare a decision letter and process a potential appeal before the City Council within the federal time limits. While the appellant’s concerns about not engaging the ARB are understood, it alone is not a basis for granting an appeal to overturn the decision. However, embedded in the appellant’s statement is a concern that the public has one less opportunity to voice its concerns to a Council-appointed body where public testimony or ARB recommendations could inform a final decision on a proposed WCF application. Accordingly, staff is exploring opportunities to further streamline staff’s review of these applications that may allow for one hearing before ARB and still meet federal processing timelines. If changes can be enacted, these would likely apply to future applications. Outside Input 6. There is no indication that the Planning Director consulted a siting expert in the process of evaluating Verizon's application, even though Verizon was obligated to pay for the service. If no consultation on siting, RF compliance and propagation was obtained, a justification is needed for why the Planning Director ultimately declined to obtain a consultation, given, in particular, that, again, 1) this was the first time the siting standards established in the City's December, 2019, Wireless Resolution were being applied; 2) Verizon considered very few alternate sites to the three it proposed; and 3) all three of the sites Verizon chose required that the City grant multiple material exceptions to Palo Alto's standards. Response: The City had its third-party consultant, Columbia Telecommunications Corporation (CTC) review the applications to provide a comparative RF analysis of each site. Attachment E of the staff report identifies their analysis of the proposed locations in relation to the relevant RF emissions standards adopted by the Federal Communications Commission (FCC). Here, CTC concluded that the anticipated RF exposure is significant within 4.5 feet from the antenna face, but at the ground level and nearby buildings, RF exposure is within the allowable thresholds that the FCC regulates. Additional Tree Screening at Node 205 7. Node 205 at 853 Middlefield Road does not comply with the City's Standards "to the greatest extent feasible" because Verizon has failed to demonstrate why a tree planted further southeast than 35 feet from the pole is either 1) infeasible, or 2) would not be helpful in hiding the cell tower from view, as required by 18.42.11 0(k)(1 )(A) of the Wireless Ordinance. Response: The landscape screening requirement provides that a WCF shall be placed where existing street tree foliage or new street tree or amenity tree foliage within 35 feet of the WCF provide interruption of direction views. This is an objective standard and the City does not have the authority to require additional screening beyond 35 feet. The City Council could decide to change this objective standard when an updated ordinance and resolution return to Council, tentatively scheduled forlater this year, but any such changes would only apply to new applications filed after the effective date of new requirements. Additionally, there are DocuSign Envelope ID: 95EA9E77-8F82-467E-999C-FB243C7F7CB8 6 of 11 practical limitations at the subject node where existing utility infrastructure precludes additional trees to better screen this facility within and beyond 35 feet. Existing Trees at Node 205 8. Verizon incorrectly asserts that deciduous trees-for example, the Chinese Pistaches cited with respect to the proposed facility at 853 Middlefield Road (Node 205)-will adequately conceal cell towers from view. In fact, deciduous trees such as these are leafless or close -to-leafless for significant portions of the year, during which times they will provide little to no concealment of the towers. Response: The screening requirement is summarized in the previous response. The City’s objective standards do not specify a preference for evergreen or deciduous trees. The appellant raises an issue that could be addressed when the City Council considers revisions to the City’s WCF regulations, anticipated to occur later this year. Regardless, the applicant has requested an exception to the landscape screening requirement for this WCF node. The staff report includes more analysis as to why the Director supported this exception, however, the Council in its review may come to a different conclusion. RF Emissions by Proposed Antennas 9. Verizon's three sites are located within range of a macro-tower (it's on the roof of Channing House) and an AT&T small cell node cell tower. The Palo Alto Fire Department's Hazardous Materials Inspector recommended that the proposed sites not be approved because he was concerned that, among other things, "People may be exposed to excessive levels of RF at the following locations: People on the rooftop at 433 Addison and 442 Ramona; occupants at 519 Webster second story balcony; people working on street trees or utility poles at 1221 Middlefield, 850 Webster, and 853 Middlefield [i.e., at the locations of each of the three cell towers Verizon is proposing]." When City Staff raised these concerns with Verizon, Verizon's response was evasive and misleading, and failed to address the core issue raised by the City's Hazardous Materials Inspector: Is this safe? Response: As noted in Attachment E of the staff report, CTC provided a peer analysis of the RF emissions predicted by the applicant and found them to be accurate and appropriate. Any proposed buildings are located outside the range where RF emissions exceed the FCC’s allowances and RF emissions are within allowable levels at the ground near the facilities. The City has also required that RF warning signs be placed at an 8- to 10-foot height from ground level as well as at least four feet from the bottom of the antennas on each pole to warn nearby workers of the impacts caused by these facilities at close range (see COAs #88 and 89 in Attachment H). CTC has confirmed that these are appropriate safety measures for these facilities. Distance of Antenna from 1221 Middlefield Road 10. The City's current Standards allow cell towers to be located as close as twenty feet to a residence. The proposed cell tower at 1221 Middlefield Road (Node 061) appears to be even closer than that to a home. (We did not want to enter the property to measure the distance DocuSign Envelope ID: 95EA9E77-8F82-467E-999C-FB243C7F7CB8 7 of 11 without the permission of the resident, who was not available.) To be clear, the twenty -foot setback is a "no exceptions" provision of the City's Standards. Response: As noted on Sheet A-1 of Attachment F (Approved Plans), the adjacent house is 30+ feet away from the facility. Antenna Facing Private Property 11. The approval letter grants to Verizon an exception which allows the company to aim one of the antennas on the proposed cell tower at 1221 Middlefield Road (Node 061) directly at a residence. This is the same residence that we believe is less than twenty feet from the proposed cell tower site. The application and the approval letter fail to adequately justify this decision. Response: Attachment A (Findings for Approval – Node 061) within Attachment C (Directors Decision Letter) of the staff report identifies the relevant findings for approval of the exception for equipment to face private property. As this equipment is directionally focused, it needs to be pointed in the area where service will be provided in order to achieve its network objective and signal propagation. Screening of ROW WCFs from View 12. The application and approval letter are deficient because, for all three proposed cell towers, they incorrectly limit analysis with respect to visibility to the view of the proposed cell tower DocuSign Envelope ID: 95EA9E77-8F82-467E-999C-FB243C7F7CB8 8 of 11 from the sidewalk and the street, ignoring the view of the proposed facility by the individuals who live in the residences nearest to them. Response: The visibility of the proposed WCF nodes from the perspective o f adjacent residential properties was considered and evaluated in the context of the alternative sites, existing or proposed screening and other objective criteria. The City does not have the authority to impose a condition on the applicant to place landscaping on private property and there are no objective criteria that would allow the City to impose this requirement on the subject application even if there were a willing property owner interested in additional landscape screening. Again, this could be explored for future regulations with appropriate limitations that would not prohibitor effectively prohibit wireless service and with the agreement of the affected property owner(s). Fiber Backhaul 13. The application is deficient in that it does not show all f iber backhaul as required by Notice of Incompleteness Item 66 and by the City's Dig Once policy. Nothing in the Small Cell Order, or other law, disallows Palo Alto's mandate that an applicant must demonstrate that it has arranged for all necessary services and equipment needed to actually operate the proposed equipment, regardless of whether the installation is conducted by the applicant or another entity, and regardless of whether that additional equipment is a "small cell." In short, the City of Palo Alto is entitled to require fiber backhaul documentation from Verizon. Response: The Dig Once policy cited in the Notice of Incompleteness is not a formal policy and is not an objective requirement that was available to the applicant prior to its application submittal. Accordingly, in consultation with the City Attorney’s Office, staff did not pursue this further for the subject application. Through the City’s encroachment permit process, compliance with applicable City regulations will be verified. Pole Replacement Exception 14. Verizon has not justified the exceptions to the pole replacement/style standards it sought and obtained for Node 061 at 1221 Middlefield Road and for Node 204 at 850 Webster Street. Specifically, the applicant asserts that a 10" diameter pole is required to support two to three antennas at each of these locations, even though Node 205 is sited on an 8" diameter pole, and the 8" pole is supporting three antennas identical to those at the other two sites. Response: Attachment A (Findings for Approval – Node 061) within Attachment C (Directors Decision Letter) of the staff report identifies the relevant findings for approval of the exception for pole replacement. The applicant identified to the City that the pole needed to be modified in order to support the structural stability of the pole and antenna attachments. The pole types used within the Downtown style (Node 061 and 204) are a different configuration and starting thickness than the pole to be replaced at Node 205, which explains why the thickness is slightly different between the two styles used. Volume Thresholds for Equipment DocuSign Envelope ID: 95EA9E77-8F82-467E-999C-FB243C7F7CB8 9 of 11 15. The proposed cell towers at 1221 Middlefield (Node 061) and 853 Middlefield (Node 205) do not appear to comply with the 2.6 cu. ft. maximum per streetlight pole mandated by the City because the three shrouded antennas alone total 2.55 cu. ft. (0.85 x 3), and this 2.55 cu.ft. does not include the mounting brackets or the pole extension supporting the antennas. Nor does 2.55 cu.ft. include the total volume of the "single integrated shroud and 'antenna skirt"' that will be required to encompass all three antennas per the City Standards. Response: This concern is partially addressed in number 4 above. The applicable objective standard, which in this case is an adjustment to account for 5G technology provides the following: WCF Equipment Adjustment. For Streetlight Poles: Equipment that cannot propagate an adequate signal within the shrouding required by the standard designs shall be attached to a streetlight pole at a height of 2 feet below the light mast or higher. Each instance of such equipment shall not exceed 0.85 cubic feet, nor shall the total volume of such equipment and any shrouding exceed 2.6 cubic feet per streetlight pole. The term equipment used in this context is defined in the municipal as follows: "Associated equipment" means any and all on-site equipment, including, without limitation, back-up generators and power supply units, cabinets, coaxial and fiber optic cables, connections, shelters, radio transceivers, regular power supply units, and wiring, to which a wireless antenna is attached in order to facilitate mobile broadband service and personal wireless service delivered on mobile broadband devices. Based on the above objective criteria as further clarified in the definition section of the zoning code, staff concluded that the volume measure relates to equipment functionally necessary for a WCF’s operation and the concealing shroud, and therefore , mounting brackets were not included in the total volume calculation. The City Council in its review may conclude that the mounting bracket should be included in the total volume calculation. If so, Council could consider denying the applications for failure to comply with this requirement, conditioning the project on complying with the total volume calculation that includes mounting brackets, or entering into a tolling agreement with the applicant to allow the applicant time to amend the application to include another exception request to City’s objective design criteria. Certificate of Insurance 16. The Certificate of Insurance provided in the application is deficient in that it does not specify coverage for any liability sought for injuries due to non -FCC compliant RF, which is generally an exception to general liability policies. DocuSign Envelope ID: 95EA9E77-8F82-467E-999C-FB243C7F7CB8 10 of 11 Response: As noted in prior responses and Attachment E of the staff report, CTC has confirmed that the expected RF emissions are consistent with FCC regulations and would not create a situation where emissions exceed allowable levels for the General Population thresholds. Applicant’s insurance requirements are set forth in the Master License Agreement (MLA) between the City and applicant (Contract No. C16165156, Section 13.0). Removal of Abandoned Equipment 17. Under City Code 18.42.110(1), Verizon is not eligible for a new WCF permit until any component of an existing Verizon WCF in the City that has not been used in 90 days has been removed. In fact, Verizon has not certified either 1) that it has removed any abandone d components of their equipment (e.g., now-disused cabling or wires) or 2) that there are no abandoned components. Response: The Municipal Code section cited by appellant states the following: A WCF (Tier 1, Tier 2, or Tier 3) or a component of that WCF that ceases to be in use for more than ninety (90) days shall be removed by the applicant, wireless communications service provider, or property owner within ninety (90) days of the cessation of use of that WCF. A new WCF permit shall not be issued to an owner or operator of a WCF or a wireless communications service provider until the abandoned WCF or its component is removed. The City has not received any communication from the applicant that any WCF equipment has been abandoned or ceased use or operation. Staff intends to follow up to obtain applicant’s attestation for the administrative record as to the status of existing equipment. In the future, staff will clarify that an attestation addressing 18.42.110(l) is a requirement in the application checklist. Tier 2 vs. Tier 3 WCF Permit Requirements 18. The proposed nodes do not qualify as Tier 2 WCF under PAMC 18.42.110, but rather are Tier 3. Hence the application is deficient in that 1) it does not include the scaled drawing, required for Tier 3 applications, of potential increases in physical dimensions; and 2) it does not address the findings required for Tier 3, including those required by Section 18.76.01 0(c) of the Wireless Ordinance. Moreover, the approval letter does not, as the law mandates, make the required findings. Response: Per PAMC 18.42.110(c)(3) a Tier 3 permit, “shall be required for the siting of any WCF, including a small wireless facility, that is not a collocation subject to a Tier 1 or 2 WCF Permit. An application shall not require a Tier 3 WCF Permit solely because it proposes the replacement in-place of an existing streetlight or wood utility pole.” As noted in the FCC’s recent Small Cell Order, a collocation of equipment on an existing street light pole can qualify as a Tier 1 application, however, should the light pole need to be replaced, it would qualify as a Tier 2 project. This is highlighted within the City’s ordinance in that a Tier 3 WCF permit, “is not needed solely because an application proposed the replacement in-place of an existing DocuSign Envelope ID: 95EA9E77-8F82-467E-999C-FB243C7F7CB8 11 of 11 streetlight or wood utility pole”. While the street light poles may be adjusted slightly at existing locations by one or two feet, staff does not believe it would require the applicant to apply under a Tier 3 application type as they are substantially in the same location. If a pole were to be relocated in a completely different area than where it originally existed, then staff would agree that a Tier 3 permit would be necessary. Verizon’s Coverage Gap and Burden of Proof 19. Verizon has not met, as the law requires, its "burden of proving" that denial of the application would "deprive the applicant of rights guaranteed by federal law." For example, Verizon in fact 1) has not established the existence of a significant gap, particularly not a gap in personal wireless services, and 2) has not proved that the proposed nodes are the least intrus ive means of addressing that gap, as compared to other feasible alternatives. Response: The applicant’s supporting documents note that there is a significant coverage gap within the City of Palo Alto for 5G services. Additionally, staff believes that the applicant has provided locations within the City that meet its objective standards to the greatest extent feasible; this is outlined in Findings for Approval in Attachments A, B, and C of Attachment C to the staff report. While staff would like to see an application that requires no exceptions to City standards, these nodes represent the least intrusive means within the area of service that Verizon seeks to provide. Denying this application because of the selected node locations could be viewed as a material prohibition of service if Council does not identify less intrusive locations available within the coverage area, because this implies that no wireless facilities could be placed within this requested coverage area. _______________________ _________________________ Jonathan Lait Ed Shikada Director of Planning & Development Services City Manager DocuSign Envelope ID: 95EA9E77-8F82-467E-999C-FB243C7F7CB8 Certificate Of Completion Envelope Id: 95EA9E778F82467E999CFB243C7F7CB8 Status: Completed Subject: Please DocuSign: At Places Memo - Appeal Response Verizon WCF.docx Source Envelope: Document Pages: 11 Signatures: 2 Envelope Originator: Certificate Pages: 2 Initials: 0 Madina Klicheva AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Madina.Klicheva@CityofPaloAlto.org IP Address: 199.33.32.254 Record Tracking Status: Original 6/17/2021 1:02:59 PM Holder: Madina Klicheva Madina.Klicheva@CityofPaloAlto.org Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign Signer Events Signature Timestamp Jonathan Lait Jonathan.Lait@CityofPaloAlto.org Interim Director Planning and Community Environment City of Palo Alto Security Level: Email, Account Authentication (None) Signature Adoption: Uploaded Signature Image Using IP Address: 99.88.42.180 Sent: 6/17/2021 1:03:43 PM Viewed: 6/17/2021 1:04:36 PM Signed: 6/17/2021 1:04:53 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Ed Shikada Ed.Shikada@CityofPaloAlto.org Ed Shikada, City Manager City of Palo Alto Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.33.32.254 Sent: 6/17/2021 1:04:55 PM Viewed: 6/17/2021 1:22:47 PM Signed: 6/17/2021 1:23:17 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign 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 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/17/2021 1:03:43 PM Envelope Summary Events Status Timestamps Certified Delivered Security Checked 6/17/2021 1:22:47 PM Signing Complete Security Checked 6/17/2021 1:23:17 PM Completed Security Checked 6/17/2021 1:23:17 PM Payment Events Status Timestamps United Neighbors’ Response to the 6/22/21 Staff Report that Responded to the nineteen points in United Neighbors’ Appeal Note: Each of the Appeal’s 19 points are bolded below. 1. Verizon, the applicant, failed to meet the requirement of Palo Alto’s Wireless Ordinance that it notify “all residents and property owners within 600 feet of the project site” of a community meeting regarding their proposed cell towers. In fact, hundreds of residents who should have been notified of this meeting were not. For example, none of the residents of Channing House were notified, even though the proposed installation at 850 Webster is right next to Channing House. Staff Response (summary): Staff agrees that Verizon’s application is deficient on this point, but argues that it doesn’t matter because—even if the 240 residents of Channing House had been properly notified a year ago—Verizon’s application and the Planning Director’s approval of it would most likely still have occurred. Our Reply: We don’t know how many residents who live within 600 feet of each of the three proposed cell tower nodes were not notified. We know only that, at minimum, over 200 were not. But the number could just as well be 500 or 1,000. The only reason we know about Channing House is that a United Neighbor learned his parent who lives there had never been notified, and this led us to investigate. Who knows how many others were not notified. Second, whether a) Verizon would have changed its application or b) Staff would have made a different decision about Verizon’s application had everyone who should have been notified had been is both unknowable and irrelevant. The real issue here is transparency, that is: 1) the right of residents to be informed when an infrastructure project is being considered close to their homes and 2) the imperative that the approval process take place in the public eye, not behind closed doors. This is why the notification requirement is in the code. The remedy for Verizon’s failure to notify the residents most affected by the proposed new cell towers—that is, those within 600 feet of them—is not for Council to join them in saying “Oops,” but to overturn the Director of Planning’s approval of Verizon’s application to install cell towers at the three sites and to insist that Verizon adhere to our Municipal Code if and when it chooses to resubmit the application. Also: Please note that the notices posted on each of the three poles that are proposed cell tower sites are blank (Exhibit 1, Photo of Notice at 1221 Middlefield). No one who lived near any of the three proposed cell tower sites was notified of anything by the signs posted on the three poles. Finally: Please note as well that the residents of Channing House have been expressing considerable concern about the macrotower on their roof, and that a core member of the Verizon team—Bill Hammett of Hammett and Edison—was well aware of this concern. 2. The notice of a community meeting that Verizon did send to other Palo Altans who live near the proposed installations was misleading with respect to the scale of the installations being proposed. Staff’s Response (summary): They state that they don’t know what we mean by our assertion. Our Reply: Verizon’s mailer to residents living in close proximity to the proposed cell towers is a small masterpiece of disinformation. (Please note that the mailer is in your packet.) In particular, the mailer states “We will be adding small wireless facilities to existing metal streetlight poles.” “Small wireless facilities” is a legal term of art; no one in good faith could possibly describe them as, in fact, being small. They are referred to as “small” in telecommunications industry jargon only to differentiate them from large macrotowers. Additionally, the Verizon mailer 1) fails to state at what addresses the cell towers will be located, only that they will be located on existing metal streetlight poles, and 2) even fails to state that the cell towers will be located within 600 feet of the resident’s home. Hence a resident who actually did receive a mailer still would have no idea whether the proposed sites Verizon was referencing were right next to his or her home or on the other side of town. Our point: It is highly unlikely that any resident reading Verizon’s mailer would have reason to believe that Verizon was planning to put hundreds of pounds of equipment right next to their house. Adding to the confusion is the fact that the nominal addresses of the proposed cell towers do not reflect their actual location. Node 204 is listed as being at 850 Webster Street, but it is actually located on Homer Street. And Node 205, which is listed as being at 1221 Middlefield Road, is actually located on Channing Street. In other words, the addresses per se were misleading. 3. Verizon’s application is incomplete because it does not include important information conventionally provided in cell tower applications and necessary to properly assess the three proposed locations and alternatives to these locations—information such as 1) whether the few alternatives Verizon considered represent all feasible alternatives; 2) the relative coverage offered by the permissible alternatives (for example, how much coverage would be lost by placing the cell tower in a location that requires fewer exceptions from the City’s standards); 3) defined dimensions and characteristics of the target gap; and 4) a map of alternatives in preferred, non-residential zones, including adjusting the location of existing poles given that pole replacement is already proposed). As a result of the inadequacy of the information supplied by Verizon, there is: 1) no way to know why they selected these three particular sites for new cell towers; 2) no way to know why they considered some poles and not others as alternate locations; and 3) no way to assess whether any of their many requests for “exceptions” from the City’s aesthetic and other standards with respect to the siting of cell towers are justified. Staff’s Response (summary): Staff states that they do not specifically require the information we describe. Our Reply: We believe Staff is correct when it makes this statement. But Verizon is seeking multiple exceptions to design and siting standards, and without the information we cite, there was no way for Staff to assess whether the exceptions Verizon is seeking are justified. In other words, Staff should have— and very reasonably could have—asked for this information. 4. The Planning Director approved the application despite that fact that the three proposed cell towers do not meet the City’s Design Standards expressed in the City’s December, 2019, Wireless Resolution (Resolution No. 9873). In particular, these Standards require that all “antenna(s) shall be placed in a shroud at the top of [the pole.]” and that “Antennas and/or equipment at the top of the pole shall be covered by a single integrated shroud.” Instead, the three proposed installations have either two or three separately shrouded antennas at the top of their poles, not a single, integrated shroud. Staff’s Response (summary): Staff asserts that the “adjustment” language below from the Wireless Ordinance permits Verizon to place multiple shrouded sets of antennas on top of the streetlamp poles at 850 Webster, 1221 Middlefield and 853 Middlefield. WCF Equipment Adjustment. For Streetlight Poles: Equipment that cannot propagate an adequate signal within the shrouding required by the standard designs shall be attached to a streetlight pole at a height of 2 feet below the light mast or higher. Each instance of such equipment shall not exceed 0.85 cubic feet, nor shall the total volume of such equipment and any shrouding exceed 2.6 cubic feet per streetlight pole. In other words, according to Staff, the two sentences above allow Verizon to top the streetlight poles at 1221 Middlefield Road, 853 Middlefield Road and 850 Webster with either two or three separate, shrouded sets of antennas. Our Reply: In 2019, Council spent countless hours crafting the Wireless Ordinance and Resolution, a central feature of which is the requirement that all antennas located on top of a streetlamp pole must be contained in a single, integrated-with-the-pole shroud. Yet Verizon’s application calls for two sets of bulbously-shrouded, unintegrated-with-the-pole antennas at 850 Webster Street, and three sets at 1221 Middlefield and 853 Middlefield. Staff says that this is acceptable—that it’s acceptable to negate a central requirement of Palo Alto’s design Standards because of a two-sentence paragraph in the Resolution that makes absolutely no reference to multiple shrouds being allowed. Appended to this document is an eight-point analysis of the paragraph Staff has cited—an analysis that makes it clear that there is no face validity to Staff’s assertion the paragraph allows Verizon to ignore the one-shroud Standard Council adopted in 2019 and instead install as many as three large shrouded sets of antennas on a single streetlight pole. 5. The Planning Director approved the application without consulting the Architectural Review Board (ARB). He bypassed the ARB: 1) despite the fact that this was the first time the siting standards in the City’s December, 2019, Wireless Resolution (Resolution No. 9873) were being applied; 2) despite the fact that Verizon considered very few alternate sites; and 3) despite the fact that the sites Verizon chose required multiple exceptions to the City’s standards, including, for example, the standards related to the visibility of facilities. Staff’s Response: Staff acknowledges the value the Architectural Review Board (ARB) would have brought to reviewing Verizon’s cell tower design. But they assert that the Director had the option to bypass ARB review, and state that the FCC required cities “to adopt clear objective standards.” Our Reply: As Staff is well aware, the FCC’s requirement for objective standards was overturned over ten months ago by the U.S. Ninth District Court in Portland v. FCC. While it is true that the Director had the option to bypass ARB review, we question why he would choose to do so with respect to the never-before-seen-or- considered-in-Palo Alto cell tower design Verizon proposed. 6. There is no indication that the Planning Director consulted a siting expert in the process of evaluating Verizon’s application, even though Verizon was obligated to pay for the service. If no consultation on siting, RF compliance and propagation was obtained, a justification is needed for why the Planning Director ultimately declined to obtain a consultation, given, in particular that, again, 1) this was the first time the siting standards established in the City’s December, 2019, Wireless Resolution were being applied; 2) Verizon considered very few alternate sites to the three it proposed; and 3) all three of the sites Verizon chose required that the City grant multiple material exceptions to Palo Alto’s standards. Staff’s Response (summary): Staff asserts that its consultant, Columbia Telecommunication Corporation (CTC), did review RF compliance. Staff does not comment on our assertion with respect to obtaining peer review of siting standards. Our Reply: We acknowledge that CTC did review RF compliance, and we will have more to say about this later. But aside from reprinting Verizon’s own grossly inadequate map, CTC did not review siting, a troubling lapse given 1) that this was the first time the siting standards established in the City’s December, 2019, Wireless Resolution were being applied; 2) that Verizon considered very few alternate sites to the three it proposed; and 3) all three of the sites Verizon chose required that the City grant multiple material exceptions to Palo Alto’s standards. 7. Node 205 at 853 Middlefield Road does not comply with the City’s Standards “to the greatest extent feasible because Verizon has failed to demonstrate why an amenity tree planted further southeast than 35 feet is either 1) infeasible, or 2) would not be helpful in hiding the cell tower from view, as required by 18.42.110(k)(1)(A) of the Wireless Ordinance. Staff’s Response (summary): Citing the constraint now-no-longer-required objective standards represent, Staff asserts that it does not have the authority to require additional screening beyond 35 feet. Our Reply: Staff’s assertion is not correct. The Wireless Ordinance requires compliance “to the greatest extent feasible” (18.42.110 (k)(1)(A)), which means requiring a tree that can meet that objective even it is more than 35 feet away. 8. Verizon incorrectly asserts that deciduous trees—for example, the Chinese Pistaches cited with respect to the proposed facility at 853 Middlefield Road (Node 205)—will adequately conceal cell towers from view. In fact, deciduous trees such as these are leafless or close-to-leafless for significant portions of the year, during which times they will provide little to no concealment of the towers. Staff’s Response (summary): Staff asserts that the fact that the “objective standards do not specify a preference for evergreen or deciduous trees” means it has no discretion to prefer one over the other. Our Reply: First, Staff in fact do retain discretion to make reasonable requests of Verizon, particularly when those requests—such as “Don’t ‘screen’ with trees that don’t have leaves”—impose no particular burden on Verizon. Second, and more generally, Palo Alto’s standards require cell towers to be screened from view, not to be screened from view seven months of the year. Staff’s rebuttal to our point flies in the face of the plain English meaning of the Wireless Ordinance and Resolution, not to mention common sense. 9. Verizon’s three sites are located within range of a macro-tower (it’s on the roof of Channing House) and an AT&T small cell node cell tower. The Palo Alto Fire Department’s Hazardous Materials Inspector recommended that the proposed sites not be approved because he was concerned that, among other things, “People may be exposed to excessive levels of RF at the following locations: People on the rooftop at 433 Addison and 442 Ramona; occupants at 519 Webster second story balcony; people working on street trees or utility poles at 1221 Middlefield, 850 Webster, and 853 Middlefield [i.e., at the locations of each of the three cell towers Verizon is proposing].” When City Staff raised these concerns with Verizon, Verizon’s response was evasive and misleading, and failed to address the core issue raised by the City’s Hazardous Materials Inspector: Is this safe? Staff’s Response (summary): Staff asserts that its consultant, CTC, provided an analysis of RF emissions estimated by Verizon’s expert Bill Hammett, and found them to be within the limits set by the FCC at ground level. Our Reply: Staff’s assertion is not correct. Specifically, they left out that the City’s consultant, CTC, found—just as the Fire Department’s Hazardous Materials Inspector suspected—that RF emissions exceeded FCC limits at a height of 28 feet above ground, making it unsafe for people working in the trees and on utility lines. In other words, the City’s consultant did not agree with Verizon’s expert’s assessment that RF at this site does not exceed FCC limits. In fact, CTC recommended that the cell tower be shut down whenever work is scheduled to take place in the trees or on the utility lines. CTC also noted that, while the FCC’s RF limits do not address the effect of RF on trees, the above-FCC-RF at 28 feet at this site undoubtedly would be harmful to the beautiful redwood next to the pole. (Exhibit 2: We have attached an article in the Elsevier journal “Science of the Total Environment” that analyzes the negative impact of RF on trees.) The City’s consultant’s report also raises many questions. For example, how would the City of Palo Alto protect people who engage in unscheduled activity at 28 feet (a child climbs the tree, say, or the fire department is called to rescue an animal in the tree)? And what about the folks on nearby balconies that the Fire Department’s Hazardous Material’s Inspector was worried about? The consultant seems to suggest that, since the nearest residences to the proposed cell tower are 45 feet away, there’s no need for concern. But would you want to live in a second floor apartment 45 feet from a cell tower that had to be shut down every time someone was working in the trees or utility lines near it because of excess RF emissions? Please note that the FCC requires that RF levels be compliant in all locations with unrestricted public access. And unless the City of Palo Alto is planning to put barbed wire around the redwood next to the proposed site at 850 Webster, that redwood is such a location. 10. The City’s Standards allow cell towers to be located as close as twenty feet to a residence. The proposed cell tower at 1221 Middlefield Road (Node 061) appears to be even closer than that to a home. (We did not want to enter the property to measure the distance without the permission of the resident, who was not available.) To be clear, the twenty-foot setback is a “no exceptions” provision of the City’s Standards. Staff’s Response (summary): Staff asserts that the proposed cell tower at 1221 Middlefield Road is more than 30 feet from the nearest building. Our Reply: Staff is correct. Our estimate of the distance was wrong. 11. The approval letter grants to Verizon an exception which allows the company to aim one of the antennas on the proposed cell tower at 1221 Middlefield Road (Node 061) directly at a residence. This is the same residence that we believe is less than twenty feet from the proposed cell tower site. The application and the approval letter fail to adequately justify this decision. Staff’s Response (summary): Staff asserts that “As this equipment is directionally focused, it needs to be pointed in the area where service will be provided in order to achieve its network objective and signal propagation.” Our Reply: Staff misunderstands the issue. Palo Alto’s Standards clearly state that cell tower “equipment … shall not face or extend toward private property or the curb line.” Verizon’s violation of this Standard at both 1221 Middlefield and 853 Middlefield underscores the wisdom of the Standards Council approved in 2019 that require a single, integrated-with-the-pole shroud housing all antennas. Since Verizon’s cell tower design at these two sites calls for three separate shrouds, the only thing Verizon can do with the third shroud is either point it at private property or point it at the curb line—both of which are prohibited by Wireless Ordinance. (Presumably lining the shrouds up on the top of the pole is so hideously unattractive that even Verizon felt forced to array the three units in what appears to be, roughly, a triangle.) 12. The application and approval letter are deficient because, for all three proposed cell towers, they incorrectly limit analysis with respect to visibility to the view of the proposed cell tower from the sidewalk and the street, ignoring the view of the proposed facility by the individuals who live in the residences nearest to them. Staff’s Response (summary): Staff asserts that they do not the authority to solve what they appear to acknowledge is a problem. Our Reply: Again, Staff misunderstands the problem. To repeat, the Standards clearly state that cell tower “equipment … shall not face or extend toward private property or the curb line.” Staff has the authority to enforce this requirement, but chose not to. So the residents closest to the proposed sites with three-shroud designs would not only be looking out their doors and windows at a cell tower—in itself unacceptable—they’d be looking at an antenna-in-a-shroud pointed right at them. 13. The application is deficient in that it does not show all fiber backhaul as required by Notice of Incompleteness Item 66 and by the City’s Dig Once policy. Nothing in the Small Cell Order, or other law, disallows Palo Alto’s mandate that an applicant must demonstrate that it has arranged for all necessary services and equipment needed to actually operate the proposed equipment, regardless of whether the installation is conducted by the applicant or another entity, and regardless of whether that additional equipment is a "small cell." In short, the City of Palo Alto is entitled to require fiber backhaul documentation from the applicant. Staff’s Response (summary): Staff asserts that the Dig-Once rule is not a formal policy or “an objective requirement that was available to the applicant prior to its application submittal.” And Staff asserts that “through the City’s encroachment permit process, compliance with applicable City regulations will be verified.” Our Reply: We acknowledge that, if Staff’s assertions are correct, the approval of Verizon’s application cannot be overturned on this basis. 14. Verizon has not justified the exceptions to the pole replacement/style standards it sought and obtained for Node 061 at 1221 Middlefield Road and for Node 204 at 850 Webster Street. Specifically, the applicant asserts that a 10” diameter pole is required to support two to three antennas at each of these locations, even though Node 205 is sited on an 8” diameter pole, and the 8” pole is supporting three antennas identical to those at the other two sites. Staff’s Response (summary): Staff asserts that Verizon said it needed to modify the pole for “structural stability of the pole and antenna attachments,” and “the pole types are a different configuration and starting thickness … which explains why the thickness is slightly different between the two styles used.” Our Reply: We believe Staff has misunderstood our point, which is that Node 205 shows that an 8” pole can support three separately shrouded antenna sets, so why does Node 061—which also has three separately shrouded antenna sets- need a 10” pole? Staff has provided no documentation that the latter Node (061) needs a thicker pole because there is additional equipment that it must support, equipment that Node 205 does not need to support. Aesthetically, of course, the closer these poles are to the standard size of a streetlight pole (which is 7”), the better. It is possible Staff is saying that the “Downtown Style” pole, although thicker, is also weaker. But it is difficult to understand how that could be the case. 15. The proposed cell towers at 1221 Middlefield (Node 061) and 853 Middlefield (Node 205) do not appear to comply with the 2.6 cu. ft. maximum per streetlight pole mandated by the City because the three shrouded antennas alone total 2.55 cu. ft. (0.85 x 3), and this 2.55 cu.ft. does not include the mounting brackets or the pole extension supporting the antennas. Nor does 2.55 cu.ft. include the total volume of the “single integrated shroud and ‘antenna skirt’” that will be required to encompass all three antennas per the City Standards. Staff’s Response (summary): Staff asserts that the volume calculation is limited to “equipment functionally necessary for a WCF’s operation and the concealment shroud.” Our Reply: Staff is incorrect. The Standards say “any and all on-site equipment, including, without limitation … connections, shelter, …” must be included in the volume calculation. (Underlining is ours.) Moreover, there is no logical reason to exclude brackets and pole extensions, which is what Verizon appears to be doing in its volume calculation, because brackets and pole extensions are equipment/shrouding, and they contribute to the overall bulk that is visible to the public. In other words, brackets, pole extension, bolts and so on are a legitimate aesthetic consideration, and Palo Alto’s Standards call for them to be included in the calculation of volume. Please note that the City’s consultant, CTC, fails to “show the math”—i.e., fails to show how it arrived at its volume projections. Nor does it consider the size of the mountings or the pole extension. All CTC seems to have considered is a diagram of an antenna unit from Ericsson, hence it apparently didn’t even include in its calculations the shrouds. Again, the City’s Standards require volume calculations to include shrouds. More fundamentally, however, this begs the fundamental issue, which is that, in order to comply with the City’s Standards, all antennas must be enclosed within a single integrated shroud—and doing so with the number of antennas at each of these sites would unequivocally exceed volume limits. 16. The Certificate of Insurance provided in the application is deficient in that it does not specify coverage for any liability sought for injuries due to non- FCC compliant RF, which is generally an exception to general liability policies. Staff’s Response (summary): Staff says coverage for any liability sought for injuries from non-FCC compliant RF is not needed because both Verizon’s expert and CTC, the City’s expert, agree that the RF at the three proposed cell tower sites do not exceed the limits established by the FCC. Staff also cites the insurance requirement set forth in the Master License Agreement between the City and Verizon. Our Reply: First, Staff is wrong when they assert that both Verizon’s expert and CTC, the City’s expert, agree that RF at the three proposed sites do not exceed FCC limits. To reiterate our comment regarding Point 9, Verizon and CTC agree only that, at ground level, RF does not exceed FCC limits. In point of fact, CTC agrees with the Fire Departments Hazardous Materials Inspector that the RF exceeds FCC limits higher up, at least with respect to 850 Webster. Second, equipment can malfunction. In other words, whatever Verizon’s or CTC’s assessments may be of the RF, it is far from unimaginable that the equipment could stop working properly and start emitting more RF. Third, and more abstractly, Staff’s assertions with respect to coverage misconstrue how insurance works. The whole point of insurance is to cover events that are accidental or arise out of negligence. The risk of a lawsuit or liability from RF harms is not idle speculation. The electrical workers union (IBEW) was heavily involved in the FCC’s 2019 RF proceeding because it is concerned about RF harm to electrical workers. And The Wall Street Journal has documented widespread non-compliance with FCC RF limits in rooftop settings. A defendant is liable for harm caused by exceeding FCC limits, and there is no safe harbor for noncompliant facilities even though the FCC has declined to subject some antennas to routine RF testing. Given the FCC’s determination that non-compliant levels of RF are dangerous, the City of Palo Alto could be found liable for RF injury from antennas installed on City-owned poles in the Public Right of Way under a premises liability theory per Government Code section 835. 17. Under City Code 18.42.110(l), Verizon is not eligible for a new WCF permit until any component of an existing Verizon WCF in the City that has not been used in 90 days has been removed. In fact, Verizon has not certified either 1) that it has removed any abandoned components of their equipment (e.g., now-disused cabling or wires) or 2) that there are no abandoned components. Staff’s Response (summary): Staff asserts that it intends to follow up to obtain Verizon’s certification that it has removed any equipment of equipment component that has not been used in 90 days. Our Reply: Good. 18. The proposed nodes do not qualify as Tier 2 WCF under PAMC 18.42.110, but rather are Tier 3. Hence the application is deficient in that 1) it does not include the scaled drawing, required for required for Tier 3 applications, of potential increases in physical dimensions; and 2) it does not address the findings required for Tier 3, including those required by Section 18.76.010(c) of the Wireless Ordinance. Moreover, the approval letter does not, as the law mandates, make the required findings. Staff’s Response (summary): Staff asserts that it has discretion to interpret the Ordinance along the lines of the 2018 Small Cell Order. Our Reply: While Staff’s interpretation is convoluted, we acknowledge that it’s defensible. That said, we believe that Staff has made a serious mistake in applying the 2018 Small Cell Order this way. Please note that: 1) Verizon incorrectly calls the streetlight poles “eligible support structures” when they plainly are not; 2) by designating the facilities as Tier 2, the City misses out on subjecting them to the level of scrutiny that is appropriate (i.e., a Conditional Use Permit (CUP)) as they have the same impacts as Tier 3 (Portland v. FCC confirms that the City can review these applications via CUP); and 3) the City also misses out on evaluating the future build-out of the site (i.e., requiring applicants to show the growth potential under the Spectrum Act, which allows dramatic increases in height, in projections and in excavations, totally disregarding and overriding the City’s carefully constructed design standards. In short, there are strong policy reasons to treat Verizon’s application as a Tier 3, especially given that the existing poles are being replaced and moved. 19. Verizon has not met, as the law requires, its “burden of proving” that denial of the application would “deprive the applicant of rights guaranteed by federal law.” For example, Verizon 1) has not established the existence of a significant gap, particularly not a gap in personal wireless services, and 2) has not proved that the proposed nodes are the least intrusive means of addressing that gap, as compared to other feasible alternatives. Staff’s Response (summary): Staff simply cites Verizon’s supporting documents with respect to this point. Our Reply: Attached is a memo, prepared by United Neighbors’ attorney, which addresses this point. (Exhibit 3 Analysis of Point 19 of United Neighbors Appeal) Here is some background on the memo: Staff never questioned Verizon’s assertions on the burden of proof issue. Hence we retained an attorney to review them. In his memo, the attorney explains why Verizon’s assertions are wrong—why, to pick but one example, Verizon is not entitled to ignore the requirement that it document that a “significant gap” in service exists in Palo Alto negligence. Please note: The law requires that, if Verizon’s application and/or the approval of its application are deficient in any way, the application must be denied. Given the number of ways in which both the application and the approval of the application are deficient, we respectfully ask you to deny Verizon’s application. Our expanded reply to Staff’s response to Point Four of our Appeal Staff’s assertions have no face validity. First, the two sentences of Ordinance language Staff cites simply do not say what Staff says they say. For example, nowhere in this language is there any reference to “multiple shrouds” or “additional shrouded sets of antennas.” Not one. Second, since the design standards Council approved in 2019—and approved after lengthy consideration—repeatedly specify “a single integrated shroud,” it is impossible to imagine that any language intended to override such a basic requirement would not spell out that multiple, unintegrated shrouds on the same pole were, in fact, allowed. Third, the language Staff cites is labeled “WCF Equipment Adjustment.” What Staff is telling us now, however, is that this language does not refer to an “adjustment” at all, but to a brand-new design that no one, including City Council, has ever had the opportunity to evaluate. Ergo, Staff’s post-hoc interpretation of the language is obviously incorrect. Fourth, the design standards Council established in 2019 were specifically intended to address applications to install 5G equipment, because applications for 5G is what the City was anticipating receiving. It makes no sense that the two sentence “adjustment” Staff cites could override pages of design standards intended to apply to those same 5G applications. Please note that there is a comparable “adjustment” for 5G applications with respect to wood utilities poles. So were this language to mean what Staff says it means, it would completely undo a core design standard City Council approved in 2019 in anticipation of receiving applications for 5G installations. Fifth, if the “Adjustment” language Staff says permits a brand-new cell tower design—a design never seen by anyone except Verizon and Mr. Lait—if this language actually did permit it, then at the very least the language would have included the condition that the cell tower applicant need obtain an exception for each additional shrouded set of antennas it sought to install on the same streetlight pole. But it doesn’t. Sixth, if the “Adjustment” language Staff says permits a brand-new cell tower design—a design never seen by anyone except Verizon and Mr. Lait—actually did permit it, it is inconceivable that that Staff would not have insisted to Verizon in 2019 that it provide a mockup and photo simulations to City Council at that that time, so that Council—along with the ARB, the PTC, and residents—could evaluate it. But they didn’t. Seventh, the brand-new design that Staff says the “Adjustment” language permits means that, in the case of any three-shroud site, City standards that prohibit cell tower equipment from facing private property or the curb line, cannot be adhered to. Why would Staff incorporate language in the Ordinance that meant this important standard could be ignored? Eighth, the brand-new design that Staff says the “Adjustment” language permits also means that the City standard’s plain English volume requirements cannot be met. Staff’s and Verizon’s solution has been to claim, for example, that brackets are not included in the volume requirements. But they are included. Again, why would Staff incorporate language in the Ordinance that definitionally meant basic design requirements such as this could be systematically ignored? The bottom line: Surely if Council intended to allow a cell tower applicant to ignore a core design requirement and install multiple, shrouded sets of antennas on top of streetlight poles in residential neighborhoods, they would have incorporated language into the Ordinance that said so directly. -4 .� h C. Radiofrequency radiation injures trees around mobile phone base stations Cornelia Waldmann-Selsam a, Alfonso Balmori-de la Puente b, Helmut Breunig c, Alfonso Balmori d,⁎ a Karl-May-Str. 48, 96049 Bamberg, Germany b C/Navarra, 1 5°B, 47007 Valladolid, Spain c Baumhofstr. 39, 37520 Osterode, Germany d Consejería de Medio Ambiente, Junta de Castilla y León, C/Rigoberto Cortejoso, 14 47071 Valladolid, Spain HIGHLIGHTS •High frequency nonionizing radiation is becoming increasingly common. •This study found a high level of damage to trees in the vicinity of phone masts. •Deployment has been continued with- out consideration of environmental im- pact. GRAPHICAL ABSTRACT abstractarticle info Article history: Received 6 June 2016 Received in revised form 19 July 2016 Accepted 6 August 2016 Available online 24 August 2016 Editor: D. Barcelo In the last two decades, the deployment of phone masts around the world has taken place and, for many years, there has been a discussion in the scientific community about the possible environmental impact from mobile phone base stations. Trees have several advantages over animals as experimental subjects and the aim of this studywastoverifywhetherthereisaconnectionbetweenunusual(generallyunilateral)treedamageandradio- frequency exposure.To achieve this,a detailed long-term (2006–2015)field monitoringstudy was performed in the cities of Bambergand Hallstadt (Germany). During monitoring, observations and photographic recordings of unusual or unexplainable tree damage were taken, alongside the measurement of electromagnetic radiation. In 2015 measurements of RF-EMF (Radiofrequency Electromagnetic Fields) were carried out. A polygon spanning bothcitieswaschosenasthestudysite,where144measurementsoftheradiofrequencyofelectromagnetic fields were taken at a height of 1.5 m in streets and parks at different locations. By interpolation of the 144 measure- ment points, we were able to compile an electromagnetic map of the power flux density in Bamberg and Hall- stadt. We selected 60 damaged trees, in addition to 30 randomly selected trees and 30 trees in low radiation areas(n=120)inthispolygon.Themeasurementsofalltreesrevealedsignificantdifferencesbetweenthedam- agedside facing a phonemastand theoppositeside,aswellas differences betweenthe exposed side of damaged treesandallothergroupsoftreesinbothsides.Thus,wefoundthatsidedifferencesinmeasuredvaluesofpower flux density corresponded to side differences in damage. The 30 selected trees in low radiation areas (no visual Keywords: Electromagnetic radiation Effects on trees Phone masts Radiofrequencies Science of the Total Environment 572 (2016) 554–569 ⁎Corresponding author. E-mail addresses:balmaral@jcyl.es,abalmori@ono.com (A. Balmori). http://dx.doi.org/10.1016/j.scitotenv.2016.08.045 0048-9697/© 2016 Elsevier B.V. All rights reserved. Contents lists available at ScienceDirect Science of the Total Environment journal homepage:www.elsevier.com/locate/scitotenv contacttoanyphonemastandpower fluxdensityunder50 μW/m2)showednodamage.Statisticalanalysisdem- onstrated that electromagnetic radiation from mobile phone masts is harmful for trees. These results are consis- tent with the fact that damage afflicted on trees by mobile phone towers usually start on one side, extending to the whole tree over time. © 2016 Elsevier B.V. All rights reserved. 1. Introduction For manyyears, there has beena discussioninthescientificcommu- nity about whether artificial radiofrequency radiation has harmful ef- fects on living organisms and, more specifically, on the environmental impact from mobile phone base stations (Panagopoulos et al., 2016). Trees have several advantages over animals as experimental subjects: they are continuously exposed to radiation in a constant orientation in the electromagnetic field due to their inability to move (Vian et al., 2016). Additionally, it is possible to easily document changes over time, such as disturbed growth, dying branches, and premature colour change of leaves. Moreover, thedamage to trees is objective and cannot be attributed to psychological or psychosomatic factors. Plants are specialized in the interception of electromagnetic radia- tion (light) but radiofrequency radiation impact on plants, which is be- coming common in the environment because of the exponential use of mobile phone technology, has received little attention and his physio- logical effect has long been considered negligible. Since the mid-twentieth century, several researchers have investi- gated the effects of electromagnetic radiation on plants, both in the lab- oratory (Kiepenheuer et al., 1949; Brauer, 1950; Harte, 1950, 1972; Jerman et al., 1998; Lerchl et al., 2000; Sandu et al., 2005; Roux et al., 2006, 2008; Sharma et al., 2009; Tkalec et al., 2005, 2009; Beaubois et al., 2007; Kundu and IEEE, 2013; Pesnya and Romanovsky, 2013; Cammaerts and Johansson, 2015; Grémiaux et al., 2016; Vian et al., 2016), and in nature (field observations) (Bernatzky, 1986; Volkrodt, 1987, 1991; Selga and Selga, 1996; Balodis et al., 1996; Haggerty, 2010). Both kinds of study have frequently found pernicious effects. Around the world, phone masts have been deployed in the last two decades everywhere. Preliminary published studies have indicated del- eterious effects of radiofrequency radiation on trees (Balmori, 2004; Van't Wout, 2006; Schorpp, 2011; Waldmann-Selsam, 2007; Waldmann-Selsam and Eger, 2013), cautioning that research on this topic is extremely urgent (Balmori, 2015). However, these early warn- ings have had no success and deployment has been continued without consideration of environmental impact. In a review of the effects of environmental microwaves on plants (Jayasanka and Asaeda, 2013), it was indicated that effects depend on the plant family and the growth stage, as well as the exposure duration, frequency, and power density. This review concluded that most studies that address the effects of microwaves on animals and plants have doc- umented effects and responses at exposures below limits specified in the electromagnetic radiation exposure guidelines and it is therefore necessary to rethink these guidelines (Jayasanka and Asaeda, 2013). Since 2005, on the occasion of medical examinations of sick resi- dents living near mobile phone base stations, changes in nearby trees (crown, leaves, trunk, branches, growth…) were observed at the same timeasclinicalsymptomsinhumansoccurred.Since2006treedamages in the radiation field of mobile phone base stations were documented (http://kompetenzinitiative.net/KIT/KIT/baeume-in-bamberg/). In the radio shadow of buildings or that one of other trees, the trees stayed healthy. Additionally, unilateral crown damage, beginning on the side facing anantenna,pointedtoapossiblelinkbetweenRF-EMF(Radiofrequency Electromagnetic Fields) and tree damage. We carried out measure- ments on both sides of unilaterally damaged trees. Most of the trees had been exposed to RF-EMF for at least five years. Each time we found considerable differences between the measured values on the damaged and on the healthy side. Theaimofthepresentstudywastoverifywhetherthereisaconnec- tion between unusual (generally unilateral) tree damage and radiofre- quency exposure. 2. Materials and methods Theofficialinformationof65 mobilephonesitesintheneighbouring cities Bamberg and Hallstadt was extracted from the EMF database (EMF-Datenbank) of the German Federal Network Agency (Bundesnetzagentur,inMarch2011andOctober2015).Eachsitecertif- icate (“Standortbescheinigung”) provides information on the mounting height of antennas, the number and main beam direction of the sector antennas, the number of omnidirectional antennas (ND), the number of other transmitters, as well as the horizontal and vertical safety dis- tances. Thecurrent specificationsof the transmission facilities are avail- able at:http://emf3.bundesnetzagentur.de/karte/Default.aspx On most of the 65 mobile phone sites several sector antennas emit- ting RF-EMF with differences in frequency, modulation and other phys- ical characteristics are installed (GSM 900, GSM 1800, UMTS, LTE (4th generation), TETRA). In 2011 there was a total of 483 sector antennas, in 2015 a total of 779 sector antennas. Numerical code, address and UTM 32N coordinates for the 65 Mobile phone (base stations) sites in Bamberg and Hallstadt are shown in Table 1. Between 2006 and 2015 there was observation and documentation of tree damages. There were some preliminary measurements on both sides of unilaterally damaged trees and approximately 700 trees in Bamberg and Hallstadt were visited. The condition of numerous trees has been documented in photographs. The photographs record the state of trees showing damage patterns not attributable to diseases, pests, drought or other environmental factors in order to monitor dam- age and growth over several years (in 2006, Olympus FE-100 was used; since 2007, Panasonic DMC-FZ50 was used). In2015weselectedapolygonalstudysite,withanapproximatearea of 30 km 2, which includes partial municipalities of Bamberg and Hall- stadt (70 km 2). The study area with the location of the phone masts in the layer of natural areas and municipalities is shown in Fig. 1. In this area, different measurements (see below) were done both for having aradiationmapandforknowingwhicharetheincidentpowerdensities beside different trees. In spite of the fact that measurements are chang- ing continuously, they do not show significant differences between times (own data, see below). In this polygon, we performed 144 measurements of the radiofre- quency electromagnetic fields at a height of 1.5 m at different points in the city. These measurements were taken in streets and parks and allowed the preparation of an electromagnetic map of Bamberg and Hallstadt with their interpolation. The measurements were carried out with an EMF-broadband analyzer HF 59B (27–3300 MHz) and the hor- izontal-isotrope broadband antenna UBB27_G3, (Gigahertz Solutions). Measurements of the sum peak values of power flux density were in μW/m2, which can be converted in V/m. Ingeneral,asectorantennacoversanangleof120°andtheradiation ofthesectorantennasis distributedinmainand secondarybeams,bun- dled vertically and horizontally. The high-frequency emissions are reflected/diffracted and/or absorbed by buildings and trees. Therefore, 555C. Waldmann-Selsam et al. / Science of the Total Environment 572 (2016) 554–569 due to existing obstacles there is an inhomogeneous radiofrequency fielddistribution.Buildingsandvegetation(treesandfoliage)canshield and reduce radiation and thus affect the quality of signal propagation (e.g.Meng and Lee, 2010). Living material is not a perfect dielectric ob- ject and interferes with high frequency electromagnetic fields in a way that depends upon several parameters, including the general shape, conductivity,anddensityofthetissue,andthefrequencyandamplitude of the electromagnetic radiation (Vian et al., 2016). In the polygon mentioned before we selected 60 trees showing uni- lateral damage. The selection was limited by the fact that we were able to measure with the telescopic rod only up to a height of 6 m. Many trees (Tilia, Betula, Quercus, Populus, Picea) showing damage above the Table 1 Official information of the 65 mobile phone base stations in Bamberg and Hallstadt. Code number Adress in Bamberg and Hallstadt X Y Code number Adress in Bamberg and Hallstadt X Y 1 Altenburg 634268 5527019 34 Ludwigstr. 25 (Post) 636318 5529177 2 Am Borstig 2 636070 5531636 35 Luitpoldstr. 51 636241 5529232 3 Am Hirschknock 637511 5532267 36 Mainstraße, Ladekai 2 633924 5530319 4 An der Breitenau 2 637253 5530650 37 Mainstraße, Ladekai 3 633816 5530130 5 (An der Breitenau, P&R) ca. 637259 5526912 38 Margaretendamm 28 635341 5529331 6 (Artur-Landgraf-Straße) 635183 5526912 39 Memmelsdorfer Straße (Post) ca. 637769 5531392 7 Breitäckerstr. 9 632965 5529621 40 Memmelsdorfer Str. 208a 637568 5531191 8 Coburger Str. 6a 635877 5529951 41 Memmelsdorfer Str. 208a 634861 5528541 9 Coburger Str. 35 635252 5530468 42 Mußstr. 1 634949 5528827 10 Erlichstr. 47/51 637291 5527903 43 Pödeldorfer Str. 144 637828 5529305 11 Franz-Ludwig-Str. 7 635843 5528490 44 Rheinstr. 16 ca. 632910 5530367 12 Geisfelder Str. 30 637689 5528020 45 Robert-Bosch-Str. 40 637767 5528292 13 Grüner Markt 1 635624 5528370 46 Schildstr. 81 637049 5529049 14 Grüner Markt 23 635640 5528565 47 Schranne 3 635511 5528166 15 Gutenbergstr. 20 638448 5527180 48 Schützenstr. 23 636197 5527961 16 Hainstr. 4 635945 5528229 49 Schwarzenbergstr. 50 636762 5528732 17 Hainstr. 39 636341 5527550 50 Siemensstr. 37-43 638091 5528505 18 Hauptsmoorstr. 26a 638223 5530558 51 Theresienstr. 32 637487 5527866 19 Hauptsmoorwald, Pödeldorfer Straße 639683 5529635 52 Unterer Kaulberg 4 635350 5528084 20 Hauptsmoorwald, Geisfelder Straße 639890 5528022 53 Von-Ketteler-Str. 2 637905 5527553 21 Heiliggrabstr. 15 636054 5529240 54 Wilhelmsplatz 3 636316 5528259 22 Heinrichsdamm 1 635849 5528723 55 Zollnerstr. 181 637772 5530133 23 Heinrichsdamm 33a, P&R 636748 5527529 56 Heganger 18 634327 5530982 24 Hohenlohestr. 7 634794 5526480 57 Biegenhofstr. 13 633963 5531045 25 Kantstr. 33 637161 5530333 58 Seebachstr. 1 634399 5531764 26 Katzenberg 635374 5528266 59 Landsknechtstr. 634800 5531918 27 Kirschäckerstr. 37 636649 5530756 60 Lichtenfelser Str. 634864 5532621 28 (Kloster-Langheim-Str. 8) 637190 5529182 61 Michelinstr. 130 ca. 635629 5532106 29 Kronacher Str. 50 636722 5531496 62 Margaretendamm 634991 5529497 30 Lagerhausstr. 4-6 634850 5529871 63 Mainstr. 36a/Kiliansplatz 634326 5532386 31 Lagerhausstr. 19 634304 5530136 64 Bamberger Straße 635964 5526050 32 (Laurenziplatz 20) 635207 5527404 65 Würzburger Str. 76 635359 5526709 33 Ludwigstr. 2 635207 5529103 Fig. 1.The study area with the location of the phone masts in the layer of natural areas, buildings, and municipalities. 556 C. Waldmann-Selsam et al. / Science of the Total Environment 572 (2016) 554–569 height of 6 m could not be included. The measurements at the trees were done between April and October 2015.Acer platanoides,Carpinus betulus,Tilia sp.,Taxus baccata and Thuja occidentalis are widely spread in Bamberg and Hallstadt andcan be reached for measurements. There- fore they are the most represented species. The selected 60trees from thestudypolygonshow damagepatterns that are not usually attributable to harmful organisms, such as diseases (fungi, bacteria, viruses) and pests (insects, nematodes) or other envi- ronmental factors (water stress, heat, drought, frost, sun, compaction of the soil, air and soil pollutants). The main features of damage from this source are: - Trees are mainly affected on one side (showing side differences and unilateral damage) and can appear in any orientation. The damage only originates on one side. - Damage appears without external indications that the tree is infested with insects, nematodes, fungi, bacteria or viruses. - Damage appears on trees, which have previously grown well. Dam- age appears on once healthy trees within one or two years after An- tennas were put into operation. - Damage increases from the outside to the inner part of the crown over time. - Trees of different species in the same location also show damage. - Damage appears in favourable (gardens, parks) as well as in unfavourable locations. - Treesinthesamelocation,butthatareshieldedbybuildingsorother trees, are healthy. For these damaged trees, we used 13 damage codes that may be recognised with the naked eye (for explanations, see Table 2). In order to explain each type of damage visually, a photograph was added for each damage code. Table 2 Tree damage codes. 01 Damage only on one side: The tree shows damage only on one side. The damage can be recognized with the naked eye. 02 Crown transparency (sparse leaves or needles): The number of leaves or needles is reduced. The crown transparency increases from year to year. 03 Brown leaves (start at leaf margins): The leaves begin to turn brown in june. The browning starts at the leaf margins. It looks similar to effects by salt. 04 Colour change of leaves prematurely: Leaves become yellow, red or brown (in the whole) early in the year. 05 Tree leaves fall prematurely: The leaves begin to fall already from june on. 06 Dead branches: Over a period of some years it can be observed how little and big branches die. 07 Tip of the main guide dried. 08 Irregular growth. The growth of deciduous and coniferous trees can be disturbed in different manners. One observation is that trees bend to a side. 09 Not grow in height: Trees often stop to grow in height. The height was not measured. Only the visual impression was valuated. 10 Colour change of needles. Needles can change their colour to yellow, red or brown. 11 Dead parts were trimmed down: When bigger branches die, it becomes necessary to remove these parts for the sake of security of people passing. 12 Damage on different sides: The trees show damages on different sides. 13 No damage: The tree shows the typical habitus of its species. With the naked eye no damage can be seen. 557C. Waldmann-Selsam et al. / Science of the Total Environment 572 (2016) 554–569 Table 3 144 selected points in Bamberg and Hallstadt with their measurements and UTM coordinates. Number Streets and parks in Bamberg and Hallstadt Measurement μW/m² X Y Number Streets and parks in Bamberg and Hallstadt Measurement μW/m² XY 1 Wassermannpark 2300 637395 5530345 73 Ludwigstraße/Zollnerstraße 50 636228 5529444 2 Memmelsdorfer Str. 209 1830 637581 5531113 74 Landratsamt, Ludwigstraße, Einfahrt 670 636422 5529044 3 Holunderweg 10 638125 5530967 75 Wilhelmsplatz, Mitte 460 636250 5528263 4 Hauptsmoorstraße/Seehofstraße 3600 638039 5530857 76 Amalienstr. 16 16570 636303 5528086 5 Greifffenbergstr. 79 4210 638349 5530855 77 Otttostr. 7a 120 636133 5527878 6 Heimfriedweg 16 870 638393 5530621 78 Schönbornstr. 3 3640 636251 5527696 7 AWO, Innenhof, Parkplatz 3920 638223 5530584 79 Hainspielplatz 1530 636229 5527403 8 Ferdinand-Tietz-Str. 40 2600 637883 5530616 80 P&R Heinrichsdamm, Parkplatz bei Kirschen 3400 636706 5527667 9 Ferdinand-Tietz-Str. 38 80 637889 5530601 81 P&R Heinrichsdamm, südöstlich des Senders, Eichen 1690 636755 5527504 10 Petrinistr. 20 1340 637797 5530514 82 Luisenhain, Höhe Wasserwerk 260 636895 5526482 11 Petrinistr. 32 4700 637891 5530449 83 Kapellenstraße 2120 637050 5528148 12 Zollnerstraße 181 9300 637773 5530102 84 Geisfelder Str. 9, Gärtnerei 740 637410 5528164 13 Wassermannstr. 14 540 637424 5530125 85 Gereuthstr. 8 30 637621 5527424 14 Feldkirchenstraße/Kantstraße 2620 636803 5530069 86 Distelweg, Innenhof 15 637881 5527160 15 Breslaustr. 20 3890 637392 5530431 87 Am Sendelbach BSC 1920 30 637331 5526877 16 Berliner Ring 16920 637188 5530786 88 Am Sendelbach, Kleingartenanlage 10 637542 5526222 17 Rodezstr. 3 3780 637044 5530765 89 Robert-Bosch-Straße 2060 637504 5528200 18 Am Spinnseyer 3 880 637545 5530764 90 Ludwigstraße/Memmelsdorfer Straße 1000 635974 5529708 19 Kirschäckerstr. 24 4290 636655 5530857 91 Coburger Straße, Neubau Studentenwohnheim 3460 635867 5529878 20 Kammermeisterweg 810 636283 5530282 92 Coburger Straße, junge Platane 3400 635835 5529941 21 Eichendorff-Gymnasium, Hof 6340 637194 5529084 93 Gundelsheimer Str. 2 9000 635783 5529680 22 Starkenfeldstraße/Pfarrfeldstraße 3660 637092 5529138 94 Hallstadter Straße 12 635232 5530212 23 Parkplatz auf der Westseite der Polizei 9020 636921 5528970 95 Gerberstraße/Benzstraße 1280 635108 5530546 24 Starkenfeldstraße, Höhe Polizei 1120 636975 5529061 96 Coburger Straße, Einfahrt Fitnesszentrum 2000 635326 5530508 25 Starkenfeldstr. 2 860 637527 5529216 97 Kleintierzuchtanlage 890 635380 5530622 26 Pödeldorfer Str., Haltestelle 2180 636965 5529217 98 Margaretendamm, Eingang ehemaliges Hallenbad 1300 635455 5529178 27 Kindergarten St. Heinrich, Eingang 6450 637712 5529364 99 Margaretendamm/Europabrücke 1890 635200 5529365 28 Pödeldorfer Straße, Haltestelle Wörthstraße 1620 637654 5529433 100 Margartendamm 38, nahe Sendeanlage 5560 635003 5529497 29 Pödeldorfer Str. 142, Nordseite 30 637840 5529437 101 Hafenstraße/Regnitzstraße 7610 634719 5529740 30 Pödeldorfer Str. 142, Südseite 17060 637824 5529410 102 Lagerhausstraße 210 634556 5530102 31 Berliner Ring, Höhe Pödeldorfer Str. 144 4480 637900 5529380 103 Hafenstr. 28, Bayerischer Hafen 3200 634192 5530370 32 Schwimmbad Bambados, Vorgarten mit Bambus 1620 638074 5529315 104 Laubanger 29 160 634202 5530561 33 Schwimmbad Bambados, Parkplatz, Feldahorn 2540 638202 5529346 105 Heganger 1400 634341 5530812 34 Carl-Meinelt-Str. 5360 638043 5529094 106 Emil-Kemmer-Str. 2 5000 633822 5530863 35 Volkspark, FC Eintracht, Ostseite 120 638343 5529065 107 Emil-Kemmer-Str. 14 2500 634342 5531099 36 Michelsberger Garten, Teil Streuobst 5450 634831 5528673 108 Dr. Robert-Pfleger-Straße 60 90 634448 5530978 37 Michelsberger Garten, Terrassengarten, bei Eibe 2500 634988 5528508 109 Friedhof Gaustadt, Haupteingang 13100 632981 5529677 38 Michelsberger Garten, Südostecke, bei Holunder 910 635036 5528455 110 Friedhof Gaustadt, Ahornpaar 1400 632929 5529728 39 Michelsberg, Aussichtsterrasse, oberhalb Weinberg 1260 634924 5528463 111 Herzog-Max-Str. 21 1600 636245 5528071 40 Michelsberg, Aussichtsterrasse, Aussichtspunkt 780 634911 5528537 112 Gaustadter Hauptstr. 116 10 634042 5529457 41 Michelsberg, Nordostecke, bei jungen Linden 390 634874 5528565 113 Landesgartenschaugelände, Hafenerlebnispfad 2000 633789 5529894 42 Storchsgasse/Michelsberg 200 634725 5528415 114 Landesgartenschau, junge Baumgruppe 1270 633949 5529718 43 St. Getreu-Kirche, Südseite 55 634518 5528405 115 Würzburger Str. 340 635283 5527151 44 Villa Remeis, Garten 390 634295 5528203 116 Würzburger Straße/Arthur-Landgraf-Straße 1380 635355 5526862 45 Villa Remeis, Treppe 300 634400 5528237 117 Hohe-Kreuz-Straße/Würzburger Straße, Haltestelle 590 635383 5526733 46 Maienbrunnen 2 3920 634744 5528838 118 Hohe-Kreuz-Straße 10950 635469 5526729 47 Am Leinritt 2140 635071 5528617 119 Am Hahnenweg 6 3420 635332 5526729 48 Abtsberg 27 130 634526 5528935 120 Am Hahnenweg/Viktor-von-Scheffel-Straße 640 635307 5526710 49 Welcome Hotel, Garten 3200 634788 5529012 121 Am Hahnenweg 28 a 145 635028 5526654 50 Mußstraße, eingang Kindergarten 1670 634864 5529011 122 Schlüsselberger Straße 200 634712 5526534 51 Mußstraße/Schlüsselstraße 710 634846 5529034 123 Schlüsselberger Str./Haltestelle Hezilostr., Parkdeck 460 634749 5526549 52 Nebingerhof 2040 635069 5528901 124 Hezilostr. 13 70 634604 5526563 53 Graf-Stauffenberg-Platz 100 635120 5529009 125 Sückleinsweg, junge Hainbuchenhecke 75 634512 5526654 54 Don-Bosdo-Straße, Innenhof 10 635176 5529056 126 Rößleinsweg, oberes Ende 300 634708 5526789 55 Pfeuferstraße/Weide 1100 635222 5528820 127 Große Wiese 1500 634874 5526810 558 C. Waldmann-Selsam et al. / Science of the Total Environment 572 (2016) 554–569 For each selected tree, the types of damage and the Universal Trans- versal Mercator (UTM) coordinates were recorded. In addition, two measurements were recorded: on the side showing damage and on the side without damage, generally corresponding to opposite sides of each tree. On both sides, the measurements were carried out at a vari- able height of 1–6 m (dependingon theheightof thetree), usinga tele- scopic rod, a ladder, and the broadband radiofrequency meter. Mostmeasurementsweredoneintheafternoonorintheeveningon different days between April and October 2015. But the measurements on the two sides of each single tree were done one after another imme- diately on the same day and at the same time. The measurements took about 5 min on each side. When we stood on the ground or on a ladder we measured the peak values. When we used the telescopic rod we mea- sured the peak hold values. Using the telescopic rod and measuring peak hold values it took longer, because the measurements had to be repeated oftenincaseswhereRF-EMFemittingcarsorpassengersdisturbedthere- sults. At each single tree the two measurements were done in the height where the damage had appeared. Because the height of the 120 trees dif- fered, it was necessary to do the measurements at different heights. In theory, although measurements are changing continuously there is no evidence about significant changes in power densities of electro- magnetic radiation produced by phone masts over time. One study car- ried over one year in the city of Madrid showed no changes in terms of radiation intensity between the three rounds of measurements Table 3 (continued) Number Streets and parks in Bamberg and Hallstadt Measurement μW/m² X Y Number Streets and parks in Bamberg and Hallstadt Measurement μW/m² XY 56 Weidendamm/Don-Bosco-Straße 1860 635166 5529195 128 Suidgerstraße 195 634508 5526409 57 Katzenberg/Karolinenstraße 1720 635316 5528239 129 Waizendorfer Straße 280 635317 5525864 58 Vorderer Bach 450 635305 5528141 130 Waizendorfer Straße, Einfahrt Gärtnerei 210 635326 5525582 59 Obere Brücke 8000 635565 5528289 131 Klinikum, Nähe Spielplatz 175 635732 5525672 60 Judenstraße 6 635479 5528040 132 Klinikum Weiher 100 635759 5525520 61 Tourist Information 4920 635674 5528172 133 Buger Straße/Bamberger Straße 2730 635829 5526082 62 Universität, Am Kranen 14, Innenhof 10 635501 5528535 134 Dunantstraße 470 635848 5526176 63 Fleischstraße 10 635703 5528683 135 Buger Straße/Paradiesweg 90 635743 5526286 64 ZOB 600 635882 5528541 136 Buger Straße/Abzweigung Münchner Ring 470 635528 5526499 65 Schönleinsplatz, Ostseite 900 636004 5528300 137 Hallstadt, Markplatz, bei Linde 2000 634582 5532426 66 Friedrichstraße, Parkplatz 165 635984 5528360 138 Hallstadt, Markplatz 21, Innenhof 8 634632 5532488 67 Franz-Ludwig-Straße/Luisenstraße 1720 636158 5528410 139 Hallstadt, Lichtenfelser Str. 12 4000 634659 5532474 68 Franz-Ludwig-Str, Strassenbauamt 90 636246 5528408 140 Hallstadt, Lichtenfelser Str. 8 9000 634720 5532516 69 Heiliggrabstraße, Nähe Sender 4740 636072 5529245 141 Hallstadt, Am Gründleinsbach/Kemmerner Weg 200 634743 5532784 70 Heiliggrabstr. 29, Landesjustizkasse 20 636063 5529399 142 Hallstadt, Valentinstraße/Seebachstraße 2200 634232 5532237 71 Heiliggrabstr. 57, Aussichtspunkt Schiefer Turm 4500 635797 5529410 143 Hallstadt, Johannisstr. 6 5000 634805 5532078 72 Bahnhof, ParkplatzWestseite 1600 636300 5529374 144 Hallstadt, Bamberger Straße/Michael-Bienlein-Straße 1860 634805 5531969 Fig. 2.Location of the 144 measurements points in Bamberg and Hallstadt in the study area. 559C. Waldmann-Selsam et al. / Science of the Total Environment 572 (2016) 554–569 performedinabout200samplingpoints(owndata).Repeatabilityanal- ysis checked this. Despite the fact that the increase in sector antennas (observed between 2011 and 2015) would have probably increased the radiation in the environment of the study area, measurements used in this study were mostly done in 2015. In an attempt to link the electromagnetic radiation measured at everytreetospecificphonemasts,thedistancestothethreenearestan- tennasthatcouldbemainlyresponsiblefortheradiationmeasurements at each tree were calculated in meters with Geographical Information System(GIS) programs,followingthegeneralapproachcriteriaof prox- imity. However, it must be taken into account that buildings and vege- tation diminish radiation intensity and, in many cases, the nearest phone mast or masts may be obscured by obstacles. In other cases, the phone mast is in direct line of sight from the tree and the radiation can reach the tree directly. Additionally, 30 random points were generated inside the polyg- onal study area and outside a layer of buildings, downloaded from: http://www.mapcruzin.com/free-germany-arcgis-maps-shapefiles. htm using a Random Points tool of QGIS 2.6.0-Brighton (QGIS Development Team, 2014) allowing create random points inside a specific layer. Therefore the points were randomly situated in specif- ic places in the study area outside buildings but not frequently con- cur with the location of trees. That is why measurements were taken from the nearest tree for each random point, generating a ran- dom tree group. Measurements and damage characteristics were scored in the same way as with 60 damaged trees explained above, measuring the maximum value of radiation corresponding to oppo- site sides of each tree. In areas of the city with low measurements of electromagnetic radi- ation (no visual contact to any phone mast and power flux density b 50 μW/m2), we scored another 30 trees in the same way as with 60 damaged trees and 30 random points. The UTM coordinates and the three nearest phone masts of each tree in these last two groups (ran- dom and low radiation trees) were also recorded. To generate electromagnetic maps, we used ArcGis 9.3 (ESRI, 2008) and QGIS 2.6.0-Brighton (QGIS Development Team, 2014). To check possible differences between groups of data and taking into account that there were two measures made in each tree, repeated measures analysis of variance were applied, considering a repeated measures fac- tor (within-subjects) and another between-subjects. The post hoc Bonferroni test was used in all cases to elucidate significant differences. Statistics were performed using STATISTICA 7 program (StatSoft, Inc, 2004). 3. Results The results of radiation measurements obtained at 144 points in Bamberg and Hallstadt at a height of 1.5 m were between 6 μW/m2 (0.047 V/m) and 17,060 μW/m2 (2.53 V/m) (for measurements and UTM coordinates, see Table 3). The measured values are far below the current limit values (41 V/m for GSM system and 61 V/m for UMTS; ICNIRP, 1998). Thelocationsof these points in thestudyarea are shownin Fig. 2.By interpolation of the 144 measurements points (Table 3), we prepared a map of the power flux density in Bamberg and Hallstadt (Fig. 3). This map is theoretical and approximate, since many factors affect the true electromagnetic values. However, the map is useful to provide approx- imate differences in exposure (electromagnetic pollution) throughout the city. The 60 selected trees showing damage patterns not attributable to diseases, pests or other environmental factors are presented in Table 4. In this Table, we added the tree code number, the scientific name, the UTM coordinates, the measurements (power flux density) on both sides of each tree, and the distances (meters) and code numbers to the three nearest antennas for each tree, which may be mainly respon- sible for the electromagnetic radiation measured. We also included the orientationofthetreedamageandthenumberofmain(nearest)phone mast(s) in direct line of sight, whose lobe of radiation most directly af- fected each tree. Finally, we included the codes of damage observed in the 60 trees. From all60selectedtrees,oneormorephonemast(s)couldbeseen, with no obstacles between the phone mast and damaged tree. In many cases,oneofthethreeclosestantennascausedthemainradiationonthe tree surface. In ten trees (codes: 4, 7, 9, 10, 15, 26, 27, 31, 35, and 50), another antenna in direct line of sight caused the measured radiofre- quency exposure. This was determined using topography and existing buildings (Table 4 and Fig. 3). The 60 damaged trees (with their code number) and the phone masts are overlaid on the electromagnetic map prepared by interpola- tion of the 144 measurements points (Fig. 3). The likely antenna or Fig. 3.Map showing the 60 damaged trees and phone masts (both with code numbers) over the interpolation electromagnetic map of the 144 measurement points. 560 C. Waldmann-Selsam et al. / Science of the Total Environment 572 (2016) 554–569 antennas causing radiation damage to each tree are also shown (Fig. 3). The measurements at all selected trees revealed significant differences between the damaged side facing a phone mast and the intact (or less damaged)oppositeside. Onthesidefacinga phonemast, themeasured valueswere80–13,000 μW/m2 (0.173–2.213V/m).Ontheoppositeside the values were 8–720 μW/m2 (0.054–0.52 V/m). Table 4 60 selected trees showing damage patterns not attributable to diseases, drought or other environmental factors. 12345678910111213 N°Sc i e n t i f i c n a m e X Y Si d e a n t e n n a m e a s u r e m e n t µ W / m ² Op p o s i t e s i d e m e a s u r e m e n t µ W / m ² Nu m b e r o f P h o n e M a s t 1 Di s t a n c e a 1 Nu m b e r o f P h o n e M a s t 2 Di s t a n c e a 2 Nu m b e r o f P h o n e M a s t 3 Di s t a n c e a 3 Di r e c t i o n o f d a m a g e Nu m b e r o f m a i n p h o n e m a s t ( s ) c a u s i n g t h e ra d i a t i o n Da m a g e o n l y o n o n e s i d e Sp a r s e l e a v e s o r n e e d l e s ( c r o w n t r a n s p a r e n c y ) Br o w n l e a v e s ( s t a r t a t l e a f m a r g i n s ) Co l o u r c h a n g e o f l e a v e s p r e m a t u r e l y le a v e s f a l l p r e m a t u r e l y De a d b r a n c h e s ( P e a k b r a n c h e s d r i e d ) . Ti p o f t h e m a i n g u i d e d r i e d Ir r e g u l a r g r o w t h No t g r o w i n e i g h t Co l o r c h a n g e o f n e e d l e s De a d p a r t s w e r e t r i m m e d d o w n da m a g e o n d i f f e r e n t s i d e s no d a m a g e 1 Acer platanoides 636298 5529366 970 130 35 145,6 34 190,1 21 274,6 S, SW 35,34,21 + + + + + + + 2 Acer platanoides 638211 5530518 680 80 18 41,76 55 583,9 40 930,8 N 18 + + + + + + + 3 Acer platanoides 637868 5529371 2100 290 43 77,18 28 703,9 55 768 S 43 + + + + + + + 4 Acer platanoides 635316 5528245 2300 130 26 61,68 52 164,6 47 210,4 E, S 26,52,47, 14 + + + + + + + + 5 Acer platanoides 636677 5527688 3600 290 23 174,1 17 363,2 48 552,2 S 23 + + + + + + + + 6 Acer platanoides 637536 5528219 700 140 45 242,3 12 251 51 356,4 E 45 + + + + + + 7 Acer platanoides 635339 5526919 270 30 6 156,2 65 211 32 502,6 W 1 + + + + + + + 8 Acer platanoides 635876 5528029 80 10 16 211,6 48 328,1 47 389,9 W 47 + + + + 9 Acer platanoides 634819 5526187 160 20 24 294,1 65 751,1 6 811,2 N 24, 1 + + + + + 10 Acer platanoides 634638 5526163 180 55 24 353,3 65 904,4 6 926,3 N 24, 1 + + + + 11 Acer platanoides 635022 5526270 95 20 24 310 65 553,4 6 661,9 NW 24 + + + 12 Acer platanoides 634854 5532596 11800 400 60 26,93 63 568,2 59 680,1 N 60 + + + + + + + 13 Acer platanoides 634455 5532438 9900 620 63 139,1 60 448,1 59 624 W 63 + + + 14 Acer platanoides 634890 5532028 3380 500 59 142,1 58 557,5 60 593,6 SW 59 + + + + + + + + 15 Acer platanoides 634815 5532307 1050 50 60 317,8 59 389,3 63 495,3 SW 58 + + + + + + + + 16 Carpinus betulus 638001 5530928 1210 120 18 431,5 40 506,6 39 518,8 S 18 + + + + + 17 Carpinus betulus 637996 5530945 2520 150 18 448,7 40 493,7 39 501,3 S 18 + + + + + 18 Carpinus betulus 637987 5530959 890 90 18 465,3 40 478,9 39 484,8 S 18 + + + + 19 Carpinus betulus 637984 5530970 670 10 40 471,1 39 473,6 18 476,3 S 18 + + + + 20 Carpinus betulus 636619 5528966 1000 200 33 169,6 49 274,2 34 367,6 SE 49 + + + + + + 21 Carpinus betulus 636068 5529245 430 20 21 14,87 35 173,5 34 259,1 W 21 + + + + + + 22 Carpinus betulus 637138 5530413 4340 110 25 83,24 4 263,4 5 450,6 NE 4 + + + + + + + 23 Carpinus betulus 637664 5530231 990 60 55 145,8 25 513,2 4 586,9 E 55 + + + + + 24 Carpinus betulus 633137 5529754 2700 50 7 217,4 44 653,7 37 776,2 E 37 + + + + + 25 Tilia sp.636098 5528729 870 150 22 249,1 11 349,5 14 486,5 W 22 + + + + + 26 Tilia sp.636261 5528398 410 20 54 149,5 16 358,4 11 428 W 14 + + + 27 Tilia sp.636030 5528283 680 160 16 100,7 11 279 54 287 S 48 + + + + + + 28 Tilia sp.634972 5528626 660 170 41 139,8 42 202,3 26 539,6 SW 41 + + + + + + + + 29 Tilia sp.636283 5529365 2450 160 35 139,5 34 191,2 21 260,9 SW 35, 34, 21 + + + + + 30 Tilia sp.634573 5532422 3800 420 63 249,6 60 352,5 59 552,8 NE 60 + + + + + + 31 Tilia sp.635319 5526914 380 120 6 136 65 208,9 32 502,6 W 1 + + + + + + 32 Quercus robur 638598 5526911 860 130 15 308 53 944,7 12 1434 NW 15 + + + 33 Quercus rubra 637501 5529207 1340 120 28 312 43 341,4 46 478,8 E 43 + + + + 34 Quercus rubra 637107 5528961 1650 250 46 105,4 28 236,1 49 414,1 SW 49 + + + 35 Aesculus hippocastanum 636092 5528434 400 20 16 252,3 11 255,2 54 284,3 W 14 + + + + + + + 36 Robinia pseudoacacia 638653 5526920 1300 40 15 331,1 53 979,9 12 1463 NW 15 + + + + + Effect codes 561C. Waldmann-Selsam et al. / Science of the Total Environment 572 (2016) 554–569 In the five most represented species (n ≥4) among the 60 affected trees, most trees showed damage only on one side: unilateral damage (Damage code 1,Tables 2 and 4). By species and percentages:Acer platanoides (86%),Carpinus betulus (88%),Tilia sp. (100%),Taxus baccata (80%) and Thuja occidentalis (100%). On the seven trees not given code 1,thedamagespreadoverthewholetree,buttreesstillshowedsidedif- ferences. Most of these trees were characterized with sparse leaves or needles (crown transparency) (Damage code2,Tables 2 and4). By spe- cies and percentages:Acer platanoides (86%),Carpinus betulus (100%), Taxus baccata (100%) and Thuja occidentalis (100%). In many of the trees with the one-sideddamage, theleaves turned prematurely yellow or brown in June –this always began at the leaf margins (Damage code 3,Tables 2 and 4). The species with higher percentages were:Acer platanoides (86%) and Carpinus betulus (100%). In many trees leaves fall prematurely:Acer platanoides (93%),Carpinus betulus (100%) and Tilia sp.(100%) (Damage code 5,Tables 2 and 4). Many trees of the spe- cies Acer platanoides (80%),Taxus baccata (80%) and Thuja occidentalis (100%) had dead branches (Peak branches dried) (Damage code 6, Tables 2 and 4). All the trees of the species Taxus baccata (100%) and Thujaoccidentalis(100%)exhibitedcolorchangeoftheneedles(Damage code 10,Tables 2 and 4). Finally, in all trees of thespecies Taxus baccata, deadparts weretrimmed (Damagecode11,Tables 2 and 4).Some trees stopped growing in height while, in others, the main guide died (see Tables 2 and 4). The 30 randomly selected trees are presented in Table 5 with the tree code number, the scientific name, the UTM coordinates, the mea- surements (power flux density) on both sides of each tree, the distance (meters) to the three nearest antennas, their code number and the damage codes. Trees in these locations may be in areas with either high or low radiation. Seventeen trees in this group were situated in places with low radiation and showed no signs of damage. The measurements were 8–50 μW/m2 (0.054–0.137 V/m) and showed no difference between the two opposite sides. Thirteen trees stood in the radiation fi eld of one or more phone mast. Six of these had damage only on the side facing a phone mast, and five had damages on other sides. The measurements on the exposed sides were 40–4600 μW/m2 (0.122–1.316 V/m). The 30 trees selected in areas with low radiation (radio shadow of hills, buildings or trees) are presented in Table 6 with the tree code number, scientific name, UTM coordinates, measurements (power flux density) on both sides of each tree, distance (meters) to the three nearestantennas,theircodenumberandthedamagecodes.Alltreesse- lected in low radiation areas showed no damage (code 13). The power flux density values measured were 3–40 μW/m2 (0.033–0.122 V/m) and no significant differences were found between the two opposite sides. Thetreesinrandompointsandthetreesinareasoflowradiationare representedIn Fig.4 overtheelectromagneticmappreparedbyinterpo- lation of the 144 measurements points. We performed a Repeated Measures ANOVA analysis in order to in- clude the measurements of the exposed and shielded side of each tree (R1 = within subjects factor) in the three groups of trees (damaged, random, and low radiation), and to avoid pseudoreplication. The com- parisons of all factor levels revealed significant differences, including the interaction between factors. A post hoc Bonferroni comparisons test, recommended for different sized groups of samples, revealed sig- nificant differences between measurements from the exposed side of damagedtreesandallothergroups(Table7).Fig. 5 showsthemeasure- ments (mean and standard error) in all groups. In the “Random points”group of trees, we performed another Re- peated Measures ANOVA (R1 = within subjects factor) for trees dam- aged and undamaged within this group (Table 8). The results showed significant differences in both factors, including the interaction, which means that depending on the group of tree (damaged or undamaged), 37 Robinia pseudoacacia 638619 5526874 660 240 15 350,5 53 985,3 12 1476 NW 15 + + + + 38 Sorbus occuparia 634587 5526564 84 8 24 223,4 1 555,7 6 690,2 N 1 + + + + + + + 39 Acer negundo 637722 5529366 3060 310 43 122,3 28 562,9 46 743,9 SE 43 + + + + + + 40 Acer saccharinum 637852 5527078 840 180 53 477,9 15 604,7 51 868,4 E 15 + + + 41 Juglans regia 634841 5528669 4500 590 41 129,6 42 191,4 26 668,2 N, E 42 + + + + + + + 42 Taxus baccata 635767 5528046 300 70 16 255,3 47 282,7 13 354,2 NW 47 + + + + + 43 Taxus baccata 635491 5526727 8970 190 65 133,2 6 359,3 32 734,2 W 65 + + + + + 44 Taxus baccata 634997 5528506 2500 240 41 140,4 42 324,6 26 446,9 N,E,W 41,42 + + + + 45 Taxus baccata 635272 5527980 2700 70 52 130 47 302,8 26 303,6 NE 52 + + + + + 46 Taxus baccata 637586 5529231 1520 190 43 253,1 28 399 46 567 E 43 + + + + 47 Thuja occidentalis 632975 5529719 910 30 7 98,51 44 651,3 37 936,1 S 7 + + + + 48 Thuja occidentalis 636128 5527881 120 10 48 105,6 16 393,2 17 393,6 S 17 + + + + 49 Thuja occidentalis 634900 5532611 13000 520 60 37,36 63 616,5 59 700,2 NW 60 + + + + 50 Thuja occidentalis 634387 5528232 290 50 41 565,8 42 818,5 52 974,3 S 1 + + + + + 51 Picea pungens 638525 5526863 770 90 15 326,2 53 927,6 12 1427 NE 15 + + + + 52 Picea pungens 634328 5531086 3080 310 56 104 57 367,3 58 681,7 W 57 + + + + 53 Picea pungens 633280 5529546 1350 200 7 323,8 37 792,7 44 900,5 W 7 + + + + + 54 Pinus sylvestris 638542 5526861 790 50 15 332,6 53 940,5 12 1439 NE 15 + + + + + 55 Pinus sylvestris 634461 5532462 5300 130 63 154,9 60 433,2 59 641 SW 63 + + + 56 Pseudotsuga menziesii 638560 5526844 1720 60 15 354,2 53 965,2 12 1463 NE 15 + + + + + + 57 Juniperus communis 634664 5526141 160 20 24 363,1 65 897,6 6 929,4 N 24 + + + + 58 Corylus avellana 'Contorta'634355 5532399 420 80 63 31,78 60 555,3 58 636,5 W 63 + + + + + 59 Corylus avellana 637720 5529249 3880 720 43 121,7 28 534,2 46 700,2 N 43 + + + + + 60 Symphoricarpos albus 636002 5528299 1200 320 16 90,27 11 248,5 54 316,5 E 54 + + + + + Table 4 (continued) 562 C. Waldmann-Selsam et al. / Science of the Total Environment 572 (2016) 554–569 significantornon-significantrespectivelydifferencesbetweenthemea- surementsof thetwo sides are seen(Fig. 6). A posthoc Bonferronicom- parisons test showed significant differences between the measurements from the exposed side of damaged trees and all other groups in the random points group (Table 8). Of the120trees,thosewithlowermeandistance tothethreeclosest antennas have usually higher values of radiation (Fig. 7). However, screening is common in cities due to a large amount of buildings, thus some trees that are close to antennas show lower radiation values than expected. This means that radiation measurements at points close to antennas are variable (high and low) while trees farther from antennas always have low values. A dossier with documentation gathered over the years and the ex- amples of tree damages is presented in:http://kompetenzinitiative. net/KIT/KIT/baeume-in-bamberg/ 4. Discussion Inthepresentstudyitwasuseful,thattreedamagesinthevicinityof phone masts in Bamberg and Hallstadt had been documented starting 2006. We found a high level of damage to trees in the vicinity of phone masts. The damage encountered in these trees is not attributable to harmful organisms, such as diseases, pests or other environmental factors. These would impact upon the entire tree, whereas damage to trees in the present study was only found on parts of the tree and only on one side (unilateral). Therefore, these factors cannot explain the damage documented here. Generally in all trees of this study, damage is higher in areas of high radiation and occurs on the side where the nearest phone mast is located (Table 4 and Fig. 3). Moreover, areas with more antennas have more levels of radiation and damaged trees are found most often in these high electromagnetic polluted areas. These results showed that side differences in damage corresponded to side differences in measured values of power flux density. This paper look at the effects on trees, but also provides information on how elec- tromagnetic radiation is distributed in a city (interpolation map and Fig. 7). In this study deciduous and coniferous trees were examined under the real radiofrequency field conditions around phone masts in Bam- berg and Hallstadt. From mostphonemasts a broadbandoffrequencies withdifferentmodulationsandpulsefrequenciesand fluctuatingpower densities is emitted (GSM 900, GSM 1800, UMTS, LTE, TETRA). Different signals may have different effects due to their physical parameters (Belyaev, 2010; IARC,2013). We donot discriminate betweenthese dif- ferent signals and cannot answer the question which part of the Table 5 Results of the tree measurements at the 30 random points. 12345678910111213 N°Sc i e n t i f i c n a m e X Y Si d e a n t e n n a m e a s u r e m e n t µ W / m ² Op p o s i t e s i d e m e a s u r e m e n t µ W / m ² Nu m b e r o f P h o n e M a s t 1 Di s t a n c e a 1 Nu m b e r o f P h o n e M a s t 2 Di s t a n c e a 2 Nu m b e r o f P h o n e M a s t 3 Di s t a n c e a 3 Da m a g e o n l y o n o n e s i d e Sp a r s e l e a v e s o r n e e d l e s ( c r o w n t r a n s p a r e n c y ) Br o w n l e a v e s ( s t a r t a t l e a f m a r g i n s ) Co l o u r c h a n g e o f l e a v e s p r e m a t u r e l y le a v e s f a l l p r e m a t u r e l y De a d b r a n c h e s ( P e a k b r a n c h e s d r i e d ) . Ti p o f t h e m a i n g u i d e d r i e d Ir r e g u l a r g r o w t h No t g r o w i n e i g h t Co l o r c h a n g e o f n e e d l e s De a d p a r t s w e r e t r i m m e d d o w n da m a g e o n d i f f e r e n t s i d e s no d a m a g e 1 Salix viminalis 634095 5532455 10 10 63 241,1 58 754,9 60 786,7 + 2 Thuja occidentalis 634760 5532680 500 120 60 119,6 63 524,2 59 763 + + + + + 3 Abies alba 634030 5530490 2200 900 36 201,2 37 418,8 31 447,7 + + + + + 4 Acer campestre 634545 5530739 890 320 56 326,5 31 649,4 57 657,5 + + + 5 Acer platanoides 634557 5530005 4600 1100 31 284,9 30 322,2 62 668,1 + + + + + 6 Picea abies 635311 5530644 1900 210 9 185,6 8 894,8 30 900 + + 7 Thuja occidentalis 635635 5529879 10 10 8 252,5 38 621,9 9 702,6 + 8 Acer platanoides 635693 5529848 2600 310 8 210,9 38 625,5 21 707,1 + + + + + 9 Cornus sanguinea 636415 5530248 40 30 27 559,3 8 614,5 25 750,8 + 10 Acer pseudoplatanus 637525 5530896 50 50 5 270,5 40 298,1 4 366,7 + 11 Syringa 638111 5531436 10 10 39 344,8 40 595,7 18 885,1 + 12 Acer platanoides 'Globorum'637928 5530541 30 30 18 295,5 55 436,8 4 683,7 + 13 Acer platanoides 637159 5529361 20 15 28 181,7 46 330,8 43 671,3 + 14 Quercus rubra 638342 5528994 1480 570 50 549,7 43 600,8 45 907,4 + + + + + 15 Thuja occidentalis 638359 5528569 25 20 50 275,5 45 653,6 12 866,2 + 16 Tilia sp 637412 5527922 460 320 51 93,6 10 122,5 12 293,8 + 17 Quercus robur 637363 5527807 45 33 10 120 51 137,3 12 389,4 + 18 Larix decidua 637804 5527628 4400 3170 53 125,8 51 396,4 12 408,5 + + + + 19 Acer pseudoplatanus 637919 5527135 760 120 53 418,2 15 530,9 51 849,1 + + + + + + 20 Acer negundo 637329 5526888 190 30 23 865,1 53 879,8 51 990,7 + + 21 Quercus robur 637115 5527423 46 26 23 382 10 511,2 51 578,5 + 22 Thuja occidentalis 637315 5526260 40 13 64 1367 23 1390 53 1421 + + 23 Salix matsudana 'Tortuosa'635403 5525413 15 12 64 848,8 24 1229 65 1297 + 24 Populus tremula 635410 5525828 15 9 64 596,8 65 882,5 24 897 + 25 Salix matsudana 'Tortuosa'634981 5526161 41 23 24 369,8 65 665,7 6 777,7 + 26 Prunus sp.634829 5526050 28 21 24 431,4 65 845,7 6 931,9 + 27 Picea pungens 634791 5526809 470 340 24 329 6 405,3 1 563,6 + + + + 28 Cornus sanguinea 635164 5527863 15 15 52 288,9 26 454,4 47 460,7 + 29 Cornus sanguinea 634905 5528779 20 20 42 65,12 41 242 26 695,1 + 30 Acer negundo 634202 5529092 8 8 42 792,6 41 859 62 886,9 + Effect codes 563C. Waldmann-Selsam et al. / Science of the Total Environment 572 (2016) 554–569 radiation has caused the damage. Nevertheless broad bands of frequen- cies, modulation, pulse frequencies, interferences and other physical characteristics may play an important role, since in some cases, damage already appears at low intensities. This can be a shortcoming of the study. The aimof thepresentstudywasto findoutwhetherthereis acaus- al relationship between the unilateral tree damages, which had been observed since 2006, and the RF-EMF emitted from phone masts and a preliminaryobservationto findoutwhethervariousspeciesreactdiffer- ently to RF exposure. Theselectionofthe60unilaterallydamagedtreeswaslimitedbythe fact that we could do measurements only up to a height of 6 m. Trees with damages above the height of 6 m could not be included. Many factors can affect the health of trees: Air and soil pollutants, heat, frost, drought, as well as composition, compaction and sealing of the soil, road salts, root injury due to construction work, diseases and pests. Most of these factors do not affect a tree only on one side over a period of N 5 years. Industrial air pollutants could eventually cause uni- lateral damage in direction to an industrial emitter. But the observed unilateral damages appeared in all directions and were not oriented to the incineration plant or other industrial plants. Root injury due to con- struction work can produce damage on one side of a tree, but 24 of the 60 selected trees were situated in gardens, parks or on the cemetery wheretheycouldnotbeaffectedbyconstructiondamages. From the damaged side there was always visual contact to one or morephonemast(s).Ineachcasemeasurementsofthepower fluxden- sityon thedamaged sidewhichwas facinga phonemast andon theop- posite side without (or with less) damage were carried out and the difference between the measured values on both sides was significant (Fig. 5), as well as between the exposed side of damaged trees and all other groups. In all 60 trees the gradient of damage corresponded to a gradient of measured values. The attenuation of the RF-EMF within the treetop offers an explanation: a part of the RF-EMF is absorbed by leaves or needles and another part is reflected, scattered and diffracted. In the randomely selected group of 30 trees, 17 trees were situated on places with low radiation. These 17 trees showed no damages, the measured values were below 50 μW/m2 (0.137 V/m) and there was no difference between opposite sides as in the low radiation group. On the other hand, 13 trees grew in the radiation field of one or more phone mast (s). These trees showed unilateral damage or damage on different sides. The measured values at damaged trees showed differ- ences between both sides as in the previous group above. In thegroup of 30 trees in areas withlow radiation (radio shadow of hills, buildings or trees and without visual contact to phone masts) Table 6 Results of the tree measurements in the 30 points with low radiation. 12345678910111213 NºSc i e n t i f i c n a m e X Y Si d e a n t e n n a m e a s u r e m e n t µ W / m ² Op p o s i t e s i d e m e a s u r e m e n t µ W / m ² Nu m b e r o f P h o n e M a s t 1 Di s t a n c e a 1 Nu m b e r o f P h o n e M a s t 2 Di s t a n c e a 2 Nu m b e r o f P h o n e M a s t 3 Di s t a n c e a 3 Da m a g e o n l y o n o n e s i d e Sp a r s e l e a v e s o r n e e d l e s ( c r o w n t r a n s p a r e n c y ) Br o w n l e a v e s ( s t a r t a t l e a f m a r g i n s ) Co l o u r c h a n g e o f l e a v e s p r e m a t u r e l y le a v e s f a l l p r e m a t u r e l y De a d b r a n c h e s ( P e a k b r a n c h e s d r i e d ) . Ti p o f t h e m a i n g u i d e d r i e d Ir r e g u l a r g r o w t h No t g r o w i n e i g h t Co l o r c h a n g e o f n e e d l e s De a d p a r t s w e r e t r i m m e d d o w n da m a g e o n d i f f e r e n t s i d e s no d a m a g e 1 Acer platanoides 636741 5529855 26 20 25 636,3 33 784,1 35 798,8 + 2 Carpinus betulus 634853 5529041 10 8 42 234,5 62 476,4 41 500,1 + 3 Carpinus betulus 638311 5528439 12 10 50 229,7 45 563,5 12 750 + 4 Carpinus betulus 636753 5529880 8 8 25 609,6 33 811,5 28 823,5 + 5 Carpinus betulus 637817 5527130 15 12 53 432,1 15 633 51 806,6 + 6 Carpinus betulus 634931 5526731 15 15 24 286 6 310,3 65 428,6 + 7 Tilia sp.636500 5529673 8 8 35 511,4 34 528,3 33 570,3 + 8 Tilia sp.636824 5529794 17 9 25 635,7 28 713,1 33 755,3 + 9 Quercus robur 636455 5526130 9 8 64 497,5 65 1240 17 1425 + 10 Quercus robur 'Fastigiata'636178 5528932 10 10 34 282,2 35 306,5 21 332 + 11 Aesculus hippocastanum 636828 5529780 10 10 25 645,5 28 699 33 744,2 + 12 Aesculus carnea 636463 5529709 12 12 35 526,1 34 551,4 33 608,6 + 13 Robinia pseudoacacia 635507 5528534 15 15 14 136,6 13 201,5 26 299,2 + 14 Robinia pseudoacacia 634720 5532783 8 8 60 216,7 63 559,3 59 868,7 + 15 Acer campestre 635697 5528689 40 30 14 136,5 22 155,8 11 246,8 + 16 Acer campestre 636486 5526116 6 6 64 526,2 65 1273 23 1437 + 17 Juglans regia 635744 5528667 20 15 22 119 14 145,7 11 202,8 + 18 Platanus hispanica 635496 5528529 17 15 14 148,4 13 204,1 26 289,9 + 19 Prunus avium 637958 5530874 10 8 18 412,4 40 502,6 39 551,4 + 20 Prunus sp.636079 5528463 10 10 11 237,5 16 269,7 54 312,7 + 21 Taxus baccata 638407 5528502 5 5 50 316 45 673,6 12 864,8 + 22 Taxus baccata 638222 5531032 10 10 18 474 39 578,6 40 673,1 + 23 Thuja occidentalis 636518 5529853 9 9 8 648,4 35 680 34 705 + 24 Thuja occidentalis 635318 5528784 20 15 42 371,5 14 389,4 13 514,8 + 25 Picea pungens 636512 5529735 17 17 35 571,4 34 590,8 33 632 + 26 Juniperus communis 636549 5529756 8 8 35 607,8 34 623,4 33 653,7 + 27 Cornus sanguinea 638167 5529098 8 6 43 397,2 50 597,9 45 899,8 + 28 Sambucus nigra 635529 5525601 5 5 64 625,2 65 1121 24 1146 + 29 Corylus avellana 636422 5526181 5 3 64 476,4 65 1187 17 1371 + 30 Corylus avellana 636625 5529834 6 6 35 714 34 725,2 25 732,3 + Effect codes 564 C. Waldmann-Selsam et al. / Science of the Total Environment 572 (2016) 554–569 there were no unilateral damages. The measured values were below 50 μW/m2 (0.137 V/m) and there was no difference between opposite sides. These results in the three groups point to a connection between unilateral tree damage and RF exposure. In the electromagnetic field of all mobile phone base stations visited numerous tree damages were observed. The damage occurred in tem- poral relation with the putting into operation of new mobile phone base stations. Woody plants of all species are affected (deciduous and coniferous trees as well as shrubs). In the five most represented species (n ≥4) among the 60 damaged trees (Acer platanoides,Carpinus betulus,Tilia sp.,Taxus baccata and Thuja occidentalis), most trees showed damage only on one side (Dam- agecode1,Tables 2 and 4). Most of these trees were characterized with sparse leaves or needles (crown transparency) (Damage code 2,Tables 2 and 4). In many of the trees with the one-sided damage, the leaves turned prematurely yellow or brown in June –this always began at the leaf margins (Damage code 3,Tables 2 and 4). In many trees leaves fall prematurely (Damage code 5,Tables 2 and 4) or had dead branches (Peak branches dried) (Damage code 6,Tables 2 and 4). Some trees stopped growing in height while, in others, the main guide died (see Tables 2 and 4). The differences in susceptibility of different species could be related toradiofrequencyenergyabsorptionpropertiesofthetrees(e.g.,dielec- tric property). Perhaps this study cannot answer questions about these differences, however it is quite possible that differences are related to the electrical conductivity, related also with the density of the wood (species of fast or slow growth) and particularly with the percentage of water in the tissues. Poplars and aspen that grow near rivers and water bodies in Spain seem to be particularly sensitive to the effects of radiation. But the waves reflection in the water could also influence. Theresultspresentedhereleadus to conclude that damage found in the selected trees is caused by electromagnetic radiation from phone Fig.4.Mapshowingthe30treesatrandompointsandthe30treesinareasoflowradiation(bothwithcodenumbers)overtheinterpolationelectromagneticmap ofthe144measurement points. Phone masts (with code numbers) are also represented. Table 7 RepeatedmeasuresANOVAanalysisandBonferroniposthoccomparisons(p b 0.01valueswith*)inthethreetypesoftrees(damaged,random,andlowradiation).MeasurementSide1/2 correspond to the maximum/minumum value of radiation respectively for the opposite sides of each tree. SS Degr. of MS F p Intercept 62663309 1 62663309 25.81460 0.000001* Type of tree 52931692 2 26465846 10.90280 0.000046* Error 284010086 117 2427437 R1 33197069 1 33197069 18.28694 0.000039* R1*Type of tree 44608664 2 22304332 12.28656 0.000014* Error 212395158 117 1815343 Type of tree R1 {1} {2} {3} {4} {5} {6} 1 Damaged Measurement Side1 0.000000* 0.001829* 0.000001* 0.000000* 0.000000* 2 Damaged Measurement Side2 0.000000* 1.000000 1.000000 1.000000 1.000000 3 Random Measurement Side1 0.001829* 1.000000 1.000000 1.000000 1.000000 4 Random Measurement Side2 0.000001* 1.000000 1.000000 1.000000 1.000000 5 Low radiation Measurement Side1 0.000000* 1.000000 1.000000 1.000000 1.000000 6 Low radiation Measurement Side2 0.000000* 1.000000 1.000000 1.000000 1.000000 565C. Waldmann-Selsam et al. / Science of the Total Environment 572 (2016) 554–569 masts, as we proposed in previous studies (Balmori, 2004; Waldmann-Selsam, 2007; Waldmann-Selsam and Eger, 2013; Balmori, 2014). Interested parties are able to locate the damaged trees found in this work in Bamberg and Hallstadt with their UTM coordinates. How- ever, trees with code numbers 20, 38 and 48 (Table 4) have been cut down and removed. Research on the effects of radiation from phone masts is advancing rapidly. In February 2011 the first symposium on the effects of electro- magnetic radiation on trees took place in Baarn, Netherlands (Schorpp, 2011 -http://www.boomaantastingen.nl/), where similar effects and results to those found in the current paper were presented. Although there are some related experiments that show no effect of long-term exposure (3,5 years), 2450-MHz (continous wave) and power flux densities from 0.007 to 300 W/m 2 on crown transparency, height growth and photosynthesis of young spruce and beech trees (Schmutz et al., 1996), this result may not be transferred to modulated 2450-MHz or to other pulsed and modulated frequencies. In addiction, an increasing number of studies have highlighted biological responses andmodificationsatthemolecularandwholeplantlevelafterexposure to high frequency electromagnetic fields (Vian et al., 2016). Plants can perceive and respond to various kinds of electromagnetic radiation overawiderangeoffrequencies.Moreover,a lowelectric fieldintensity (5 V/m) was sufficient to evoke morphological responses (Grémiaux et al., 2016). Electromagnetic radiation impacts at physiological and ecological levels (Cammaerts and Johansson, 2015), and evokes a mul- titude of responses in plants. The effects of high frequency electromag- netic fields can also take place at the subcellular level: it can alter the activity of several enzymes, including those of reactive oxygen species (ROS) metabolism, a well-known marker of plant responses to various kinds of environmental factors; it evokes the expression of specific genespreviouslyimplicatedinplantresponsestowounding(geneex- pression modifications), and modifies the growth of the whole plants (Vian et al., 2016). It could be hypothesized that membrane potential variations in response to electromagnetic radiation exposure may initi- ate electrical waves of depolarization (AP and/or VP) that could initiate immediate or delayed growth responses (Grémiaux et al., 2016). It has been proposed that electromagnetic fields act similarly in plants and in animals, with the probable activation of calcium channels via their voltage sensor (Pall, 2016). Electromagnetic radiation (1800 MHz) interferes with carbohydrate metabolism and inhibits the growth of Zea mays (Kumar et al., 2015). Furthermore, cell phone electromagnetic radiation inhibits root growth of the mung bean (Vigna radiata) by inducing ROS-generated oxidative stressdespiteincreasedactivitiesofantioxidantenzymes(Sharmaetal., 2009). Germination rate and embryonic stem length of Triticum aestivum was also affected by cell phone radiation (Hussein and El- Maghraby, 2014). After soybeans were exposed to weak microwave ra- diation from the GSM 900 mobile phone and base station, growth of Table 8 Repeated measures ANOVA analysis and Bonferroni post hoc comparisons (p b 0.01 values with *) in the random trees group. Measurement Side 1/2 correspond to the maximum/ minumum value of radiation respectively for the opposite sides of each tree. SS Degr. of MS F p Intercept 17829607 1 17829607 16.60985 0.000343* 13 code 16391606 1 16391606 15.27023 0.000538* Error 30056202 28 1073436 R1 3701923 1 3701923 16.73250 0.000329* R1*13 code 3627579 1 3627579 16.39647 0.000368* Error 6194761 28 221241 13 code R1 {1} {2} {3} {4} 1 Undamaged Measurement Side 1 1.000000 0.002129* 0.416303 2 Undamaged Measurement Side 2 1.000000 0.000034* 0.927155 3 Damaged Measurement Side 1 0.002129* 0.000034* 0.000055* 4 Damaged Measurement Side 2 0.416303 0.927155 0.000055* Fig. 6.Differencesbetween measurements in both sides for the damaged and undamaged treeswithin therandom treesgroup.Measurementside 1/2correspondto themaximum/ minumum value of radiation respectively for the opposite sides of each tree. The bars represent means ± standard errors. The central point represents the mean and the straight line ± 0.95*SE. Fig.5.Differencesbetweenmeasurementsinbothsidesforthethreedifferenttreegroups: damaged, random, and low radiation. Measurement Side 1/2 correspond to the maximum/minumum value of radiation respectively for the opposite sides of each tree. The bars represent means ± standard errors. The central point represents the mean and the straight line ± 0.95*SE. 566 C. Waldmann-Selsam et al. / Science of the Total Environment 572 (2016) 554–569 epicotyl and hypocotyl was reduced, whereas the outgrowth of roots was stimulated. These findings indicate that the observed effects were significantly dependent on field strength as well as amplitude modula- tion of the applied field (Halgamuge et al., 2015). Phone mast radiation also affects common cress (Lepidium sativum) seed germination (Cammaerts and Johansson, 2015). In Arabidopsis thaliana, the long term exposure to non ionizing radiation causes a reduction in the num- ber of chloroplasts as well as the decrease of stroma thylakoids and the photosynthetic pigments (Stefi etal.,2016).Finally,low-intensityexpo- suretoradiofrequency fieldscaninducemitoticaberrationsinrootmer- istematic cells of Allium cepa; the observed effects were markedly dependent on the frequencies applied as well as on field strength and modulation (Tkalec et al., 2009). In general, polarization from man-made electromagnetic radiation appearstohaveagreaterbioactiveeffectthannaturalradiation,andsig- nificantly increases the probability for initiation of biological or health effects (Panagopoulos et al., 2015). Tree damages as in Bamberg and Hallstadt were documented by the authors in several countries: Spain (Valladolid, Salamanca, Madrid, Pa- lencia, León), Germany (Munich, Nürnberg, Erlangen, Bayreuth, Neuburg/Donau, Garmisch-Partenkirchen, Murnau, Stuttgart, Kassel, Fulda, Göttingen, biosphere reserve Rhön, Tegernsee Valley and in sev- eral small towns), Austria (Graz), Belgium (Brussels) and Luxemburg. Each phonemast can harm manytrees andeach tree can be affected byseveralphone masts belongingtothesameor differentbasestations. Damaged trees seem to exist around each antenna and the several mil- lion phone masts in the world could potentially be damaging the growth and health of millions of trees. This can occur not only in cities, but also in well-preserved forests, and in natural and national parks, where base stations are being installed without the necessary prior en- vironmental impact studies, due to a lack of knowledge of the problem. For this reason, it is essential for an assessment on the environmental impact of any new base station prior to implementation. Additionally, phonemasts cancausea drop intimberproductivityin plantations of pine, poplar, etc., as well as fruits, nuts, etc. Thus, the in- dustrymustberequiredtopaydamagestoplantationowners.Similarly, as trees are a common social good, the industry should compensate for damaged anddeadtrees aroundtheworld due toradiation.Further, the money spent by municipalities to repair or replace damaged trees should enter into the computation of costs/benefits of this technology. For installation of any new technology, the burden of proof should be to the industry that requires demonstration of safety prior to deployment. Electromagnetic radiation from telecommunication antennas affect- ed the abundance and composition of wild pollinators in natural habi- tats and these changes in the composition of pollinator communities associated with electromagnetic smog may have important ecological andeconomic impacts onthepollinationservicethatcould significantly affect the maintenance of wild plant diversity, crop production and human welfare (Lázaro et al., 2016). Evidence for plant damage due to high frequency electromagnetic radiationwasnottakenintoaccountindeterminingthecurrentstatuto- ry regulations (the limit values). Once the problem becomes evident, theguidelinesof radiationemitted by theantennasshouldbereviewed. Proper risk assessment of electromagnetic radiation should be under- taken to develop management strategies for reducing this pollution in the natural environment (Kumar et al., 2015). Moreover, due to the lack of recognition, certain modern projects with interesting ideas for decreasing environmental pollution could have opposite effects than expected. For example, in the Netherlands, theTreeWiFiproject(http://treewifi.org/),whichaimstomotivatepeople to use bikes and public transport in order to reduce the [NO2] pollution providing free WiFi when air quality improves, could be favoring electro- magnetic pollution with even more harmful effects as it has been demon- strated in this manuscript (see also:http://www.greenpeace.org/canada/ fr/Blog/le-wi-fi-tuerait-les-ar-bres/blog/33569/). Inaddition,thenumberofsectorantennashasincreasedinBamberg and this increase appears to be accelerating: 483 sector antennas in 2011 and 779 sector antennas in 2015. Both radiation and damaged trees represent a loss of quality of life for citizens. This study began after finding that patients who claimed to be affected by phone masts, referred to as radiation, live in areas where affected trees and plants are located. Evidence of radiation damage was even found in potted plants inside patient homes (Waldmann-Selsam and Eger, 2013). Thus, this study is certainly complementary to the study by Eger and Jahn (2010)and other research that has shown effects on the health of people by phone masts located in their vicinity (Santini et al., 2002; Eger et al., 2004; Wolf and Wolf, 2004; Abdel-Rassoul et al., 2007; Khurana et al., 2010; Dode et al., 2011; Gómez-Perretta et al., 2013; Shahbazi-Gahrouei et al., 2014; Belyaev et al., 2015). In the introduction to the International Seminar on “Effects of Elec- tromagnetic Fields on the Living Environment”in 1999 in Ismaning, Germany, organized by WHO, ICNIRP and GermanFederalOfficefor Ra- diation Protection (BfS), M. Repacholi, head of the International EMF Project of the WHO, said:“By comparison, influences of these fields on plants,animals,birdsandotherlivingorganismshavenotbeenproperly examined. Given that any adverse impacts on the environment will ul- timately affect human life, it is difficult to understand why more work has not been done. There are many questions that need to be raised: …”and “…it seems that research should focus on the long-term, low- levelEMFexposureforwhichalmostnoinformationisavailable.Specif- ic topics that need to be addressed include:…EMF influences on agri- cultural plants and trees”(Matthes et al., 2000). 5. Conclusions In this studywe found a high-level damage in trees within thevicin- ity of phone masts. Preliminary laboratory studies have indicated some deleterious effects of radiofrequency radiation. However, these early warnings have had no success and deployment has been continued without consideration of environmental impact. We observed trees with unilateral damage in the radiation field of phone masts. We excluded the possibility that root injury due to con- struction work or air pollutants could have caused the unilateral dam- age. We found out that from the damaged side there was always visual contact to one or more phone mast (s). Statistical analyses demonstrated that theelectromagnetic radiation from cellphone towers is harmful to trees. Results show that the mea- surements in the most affected sides of damaged trees (i.e. those that withstand higher radiation levels) are different to all other groups. These results are consistent with the fact that damage inflicted on Fig. 7.Scatterplot showing the correlation between measurements from each of the 120 trees and the mean distance to the three nearest antennas. Dashed lines represent the 0.95 confidence interval. 567C. Waldmann-Selsam et al. / Science of the Total Environment 572 (2016) 554–569 trees by cellphone towers usually start on one side, extending to the whole tree over time. The occurrence of unilateral damage is the most important fact in our study and an important argument for a causal relationship with RF-EMF, as it supplies evidence for non-thermal RF-EMF effects. This constitutes a danger for trees worldwide. The further deployment of phone masts has to be stopped. Scientific research on trees under the real radiofrequency field conditions must continue. Acknowledgements The work presented here was carried out without any funding. Francisco Cabrero and José Ignacio Aguirre from the Department of Zo- ology, University Complutense of Madrid suggested the interpolation points on the map of radiation. This paper is dedicated in memoriam to the great Swedish researcher and courageous man, Örjan Hallberg. Authors have not a conflict of interest to declare. 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Subject: Analysis of Point 19 of United Neighbors’ Appeal of Verizon Wireless’ Application 20PLN-00118 Dear United Neighbors Members: In connection with United Neighbors’ June 7, 2021 letter appealing the City of Palo Alto Planning Director’s approval of Verizon Wireless’ application 20PLN-00118 to install cell towers at 1221 Middlefield Road (Node 061), 850 Webster Street (Node 204) and 853 Middlefield Road (Node 205), I have reviewed the staff report and Planning Director’s response for the June 22, 2021 hearing and related materials on the City’s website and provide the below analysis of point 19 of the appeal letter. Verizon has not proven that federal law requires approval of the application. “The applicant shall have the burden of proving that federal law, state law, or both compel the decision-making authority to grant the requested exception(s), using the evidentiary standards applicable to the law at issue.”1 The Telecommunications Act of 1996 only overrides local zoning 1 Palo Alto City Code § 18.42.110(k)(4). Ariel Strauss, Of-Counsel 2001 Addison Street, Suite 300 Berkeley, CA 94704 Phone: (510) 900-9502 x 702 Email: astrauss@greenfirelaw.com www.greenfirelaw.com when there is an “effective prohibition” of personal wireless services.2 Under longstanding Ninth Circuity precedent, determining whether the City’s standards would impose an effective prohibition “’involves a two-pronged analysis requiring (1) the showing of a 'significant gap' in service coverage’” and (2) some inquiry into the feasibility of alternative facilities or site locations.”3 The feasibility prong is evaluated under a “least intrusive means” test, which “requires that the provider show that the manner in which it proposes to fill the significant gap in services is the least intrusive on the values that the denial sought to serve.”4 A. Declaring no Verizon 5G does not demonstrate a significate gap. Verizon states “[t]he absence of Verizon Wireless 5G service within the Downtown and University South areas of Palo Alto constitutes the ‘significant gap’ Verizon Wireless seeks to serve.”5 The Director’s letter accepts this at face value stating: “The applicant’s supporting documents note that there is a significant gap within the City of Palo Alto for 5G services.”6 Even if it is true that the target area and whole City lack “Verizon 5G,” legally this is not dispositive because 5G is either a marketing term or a description of the frequency of the waves used to transmit data. In any case, Verizon has no federal right to deliver a given ‘brand of service’ (i.e., “5G”) or radio waves of a certain frequency. Rather, to the extent Verizon has any preemptive federal right, it is to provide particular, functional services to customers. The Ninth Circuit has required applicants to assess the quality of service “relative to the coverage available from existing 2 47 U.S.C. § 332(c)(7)(B). 3 MetroPCS, Inc. v. City & County of San Francisco, 400 F.3d 715, 731 (9th Cir. 2005). 4 T-Mobile USA Inc. v. City of Anacortes, 572 F.3d 987, 995 (9th Cir. 2009). 5 Brian Ung, Statement in Support of Verizon Wireless’s Proposed Small Cells, Downtown and University South Areas, p. 1 (June 12, 2020). 6 Letter from Jonathan Lait to City Council, p. 11 (June 22, 2021). WCFs”7 and demonstrate factually that the existing equipment actually is unable to provide the services that were needed.8 Presently, customers in many, or perhaps all, areas of the City are able to browse the internet, watch films, video chat, use apps, send emails and do other high-speed data processes on mobile devices. It is irrelevant that current service may be called 4G LTE or be delivered by a different type of antenna. To demonstrate a significant gap, Verizon must show how the functional service to be provided will actually be meaningfully better than whatever high-speed broadband Verizon is offering now. Verizon has not made any effort do this and hence has not carried its burden of demonstrating a “significant gap.” 9 B. Verizon must describe the target area and assess the extent it can be addressed by alternatives. Verizon does not provide any maps or assessment of the relative size of the target “Downtown and University South areas.” Rather, Verizon only provides maps of the resulting 5G coverage if the three nodes are approved. This does not compare the size or service level of alternatives and therefore does not satisfy the two-pronged approach required by the Ninth Circuit discussed above. The City’s consultant, CTC Technology & Energy, also did no analysis of the scope of the gap sought to served or the feasibility of serving a gap with the number of nodes 7 Sprint PCS Assets, L.L.C. v. City of Palos Verdes Estates, 583 F.3d 716, 727 (9th Cir. 2009) (questioning whether the Telecommunications Act’s “anti-prohibition language even covers situations, like that presented here, in which a telecommunications service provider seeks to replace existing WCFs, as contrasted with the more typical situation in which the provider seeks to construct new WCFs.”). 8 Id. at 728 (requiring applicant to demonstrate claimed obsolescence). 9 Verizon acknowledges that the significant gap test is applied by the courts but argues that the City must consider a lower standard described by the FCC’s Small Cell Order. Verizon Application, pp. 17-18 (April 12, 2021). However, the FCC lacks authority to overrule the courts, and no court has upheld this interpretation. Consequently, in California, the Ninth Circuit’s test for “effective prohibition” is still the operative rule. Nevertheless, even if preemption were to apply whenever a locality “materially inhibits a provider’s ability to densify[] a wireless network, introduce[e] new services or otherwise improv[e] service capabilities[,]” In re Acceleration of Broadband Deployment by Improving Wireless Facilities Siting Policies, FCC 18-133, ¶37 (Sept. 27, 2018), as Verizon argues, Verizon still must demonstrate what actual customer service or improvement it is providing by offering “5G.” proposed.10 These issues are critical because an applicant must offer the City the opportunity to compare the effectiveness of alternatives.11 Without a defined target area, residents, the City and the appellants have no parameters for identifying alternatives that Verizon should consider. The Ninth Circuit has explained that federal law “does not guarantee wireless service providers coverage free of small ‘dead spots.'”12 Without defining the geographic size, “nature and character of that area or the number of potential users in that area who may be affected by the alleged lack of service[,]” Verizon provides no context or point of departure for a meaningful discussion of alternatives.13 For instance, why aren't these nodes proposed closer to or inside the commercial zone at the heart of Downtown and University South areas? Similarly, the owner of the home opposite proposed Node 061 requested that Verizon move that node to a more commercial-type location near the intersection of Melville and Middlefield.14 However, that site is not included among the identified alternatives considered by Verizon. Without a meaningful explanation of the target area, it is impossible to have a meaningful conversation about which alternatives are feasible and which are not. Moreover, the lack of Verizon 5G everywhere does not itself justify an exception to the City standards. Without qualifying the relative importance of the target area, Verizon’s objectives could just as well be served by any location in the City because that place also lacks Verizon 5G. The record does not demonstrate anything special about the target area (or even how that area is 10 See,CTC, Review of Small Cell Wireless Application: Verizon Cluster 4, p. 7 (May 2021) (CTC Report just copies the Verizon map of the expected coverage offered by the nodes). 11 Am. Tower Corp. v. City of San Diego, 763 F.3d 1035, 1056 (9th Cir. 2014). 12 MetroPCS, Inc. v. City & County of San Francisco, 400 F.3d 715, 733 (9th Cir. 2005). 13 Sprint PCS Assets, L.L.C. v. City of Palos Verdes Estates, 583 F.3d 716, 727 (9th Cir. 2009), quoting Powertel/Atlanta, Inc. v. City of Clarkston, No. 1:05-CV-3068, 2007 WL 2258720, at *6 (N.D.Ga. Aug.3, 2007). 14 Verizon Application, p. 297 (April 12, 2021). defined). From this perspective, Verizon should first install 5G in commercial zones and along major thoroughfares consistent with the City Objective Standards and then fill in any empirically- demonstrated significant gaps as needed. Instead, Verizon jumps right into installing WCFs in least preferred locations. C. 5G is not “personal wireless services” and therefore declining to permit these nodes cannot violate federal law. The federal Telecommunications Act of 1996 overrides local zoning authority when the local law has the “effect of prohibiting the provision of personal wireless services.”15 The statute defines personal wireless service to be “commercial mobile services, unlicensed wireless services, and common carrier wireless exchange access services[,]”16 which are all forms of “telecommunications services.”17 In 2018, the FCC determined that mobile broadband is not a “commercial mobile service” but rather an “information service” that is not included within the definition of “telecommunications service.”18 This interpretation was upheld by a federal appeals court in 2019.19 The FCC has similarly decreed that email, SMS and MMS are not “telecommunication services” because the form of the transmission must be changed and stored by the provider rather than directly delivered between users.20 Notwithstanding the FCC’s implication to the contrary in the Small Cell Order, essentially, the preemptive authority of Telecommunications Act of 1996 only applies to significant gaps in voice call coverage. Verizon does not argue that there is any gap in voice call coverage in the City and 5G is not intended to 15 47 U.S.C. § 332(c)(7)(B)(i)(II). 16 Id. § 332(c)(7)(C)(i). 17 See, 47 U.S.C. §§ 332(c)(7)(C)(iii) (defining “unlicensed wireless service” with reference to “telecommunications services”), 153(33) (defining “mobile service” with reference to “radio communication service”), 153(20) (defining “exchange access”). 18 In re Restoring Internet Freedom, 33 FCC Rcd. 311 (Jan. 4, 2018). 19 Mozilla Corp. v. FCC, 940 F.3d 1, 19 (D.C. Cir. 2019). 20 In re Petitions for Declaratory Ruling on Regulatory Status of Wireless Messaging Serv. 33 FCC Rcd 12075, 12076 (Dec. 13, 2018). remedy that problem. Verizon has not demonstrated that there is any effective prohibition of “personal wireless services.” Consequently, Verizon has not carried its burden of proving that the denial of the application would result in a violation of federal law. Conclusion In addition to other specific deficiencies in the application, the City Council should deny the requested WCF permit on account of Verizon having not proven that federal preemption applies. I look forward to answering any questions you may have regarding this analysis. Sincerely, _____________ Ariel Strauss