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HomeMy WebLinkAboutStaff Report 8590 City of Palo Alto (ID # 8590) City Council Staff Report Report Type: Consent Calendar Meeting Date: 1/22/2018 City of Palo Alto Page 1 Summary Title: Approval of a License Agreement with GTE Mobilnet Of California Ltd Partnership/B/A Verizon Wireless Title: Approval of a License Agreement With GTE Mobilnet of California Limited Partnership D/B/A Verizon Wireless for Placement of Telecommunications Facilities on City Owned Property Located at 1082 Colorado Avenue From: City Manager Lead Department: Administrative Services RECOMMENDATION Staff recommends that Council approve and authorize the City Manager to execute the attached license from the City of Palo Alto to Verizon Wireless, for the development and operation of telecommunications facilities near a Pacific Gas & Electric (PG&E) tower on City- owned property located at 1082 Colorado Avenue (on the south side of Colorado Avenue near the intersection of Colorado Avenue and Simkins Court), and find that the project is categorically exempt from CEQA pursuant to Guideline Section 15301 (Existing facilities, no expansion of use). BACKGROUND On November 17, 1997, Council approved a set of four telecommunications policy statements (Attachment A). Policy 4, which addresses the use of City-owned and leased property for telecommunications infrastructure, recognizes that City land and facilities could be used to support the competitive delivery of telecommunications services and also reduce the adverse impacts associated with the development of the necessary infrastructure by reducing the total number of sites needed by wireless service providers. This policy encourages qualified outside parties to use designated City-owned or leased property and facilities for siting telecommunications infrastructure when these are compatible with the primary use of the property, and are used in a manner that is consistent with City real estate policy, zoning, legal, environmental and other requirements as necessary. On December 19, 2000, Council approved a license with AT&T Wireless for placement of telecommunications facilities on property located under a Pacific Gas & Electric Tower on City property at 1082 Colorado Avenue. On September 19, 2005, Council approved a license with City of Palo Alto Page 2 Metro-PCS for development and operation of telecommunications facilities at the 1082 Colorado Avenue site. Metro-PCS moved out of this location in 2015. Since that time, Staff has had discussions with various wireless operators, and entered negotiations with Verizon Wireless toward a new license agreement for the site. The attached license has been approved by Verizon and it will be finalized and executed by the City and Verizon after Council approval. DISCUSSION The Verizon wireless facilities proposed to be placed on the site consist of: 1) six antennas mounted on the existing PG&E tower; and 2) ground equipment, consisting of enclosed equipment pads and cabinets, covering an area of approximately 230 square feet to be placed 46.5 feet from the tower (Attachment B). The property (Attachment C) is owned by the City, and PG&E has an easement for its power lines on the City’s property. Verizon is in the process of obtaining a license from PG&E for the antenna on the tower; the attached license (Attachment D) is for the ground equipment on the City’s land. The equipment cabinet is fully self-serviced, and will be connected to power, fiber, and back-up power supply. Verizon will take care of the arrangements for fiber and power, and will install its own backup generator. This proposal would also require Planning Department approval of an Architectural Review application, prior to any construction/installation. In accordance with the intent of Telecommunications Policy #4 to reduce adverse impacts of telecommunications infrastructure, use of this site by Verizon has the advantage of using an existing tower, which eliminates the need for an additional tower in the area and the ground area has been used to house wireless equipment. The site, zoned Public Facility (PF), is currently used for utility facilities including the City substation, the PG&E lines and two wireless carriers previously approved by Council. The project will need a wireless facility permit from the City and the lease will be void without the Planning Department approval. Major terms include a 10-year term with the option to renew for two additional terms of five (5) years each; annual rent of $24,000 to be increased annually by three (3) percent; and use conditions to accommodate both the needs of the licensee and other occupants/users of the property. The extensions term can be terminated if either Party provides the other Party with written notice of intent not to extend the then-current term. In order to be effective, such notice must be delivered, consistent with Section 16 of this Agreement, no later than three (3) months prior to the expiration of the then-current term. License conditions require the use to comply with applicable laws and regulations regarding electromagnetic emissions, and to meet all other applicable federal, state and local laws and regulations regarding environmental and occupational safety. Hammett & Edison Consulting Engineering firm was retained on behalf of Verizon to evaluate the proposed facility for compliance with appropriate guidelines limiting human exposure to radio frequency (RF) electromagnetic files (Attachment E). Results of the study concluded that the facility complies City of Palo Alto Page 3 with prevailing established standards for limiting public exposure to RF energy and that the highest calculated level in publicly accessible areas is much less than what the prevailing standards allow for exposures of unlimited duration. RESOURCE IMPACT The proposed license will generate annual income to the City in the amount of $24,000 per year, adjusted annually with a three percent increase. This rent is consistent with what other local agencies charge for similar rental uses. POLICY IMPLICATION The proposed license is consistent with Policy #4 of the Telecommunications Policy Statements approved by Council on November 17, 1997 and with City Policies and Procedures 1-11, Leased Use of City Land/Facilities. TIMELINE Construction and operation of the facility will begin shortly following execution of the License and approval of all required permits. ENVIRONMENTAL REVIEW The project is categorically exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to Section 15301 (Existing Facilities; negligible or no expansion of use) of the CEQA guidelines. On July 20, 2005, the Zoning Administrator approved a conditional use permit for the proposed use at the proposed location, after making the required determination that the use will not be detrimental or injurious to property or improvements in the vicinity, or to the public health, safety, general welfare or convenience; and that the proposed use will be located and conducted in a manner in accordance with the Palo Alto Comprehensive Plan and Title 18 of the Palo Alto Municipal Code. Attachments:  Attachment A: Telecommunication Policy  Attachment B: Louis and Colorado Proposal  Attachment C: Property Descripton  Attachment D: License Agreement  Attachment E: Engineering Study Report ATTACHMENT A TEL.ECOMMlJNICATIONS POLICY STATEIV!ENTS 1. General -It is the policy of the City of Palo Alto to facilitate the competitive deliver; of conventional and advanced teleconununications services throughout Palo Alto in an environmentally sound manner, while ensuring cost recovery and enhancement of revenues derived from the use of the City's assets. ' Siting and installation of New Telecommunications Facilities -The city is the owner of the public right-of-way over which it has control and the regulatory body for the development of facilities within its jurisdictional boundaries. It is the policy of the City to regulate the location and manner of construction, manage the safe, orderly and efficient use of Palo Alto's public right-of-way, and to facilitate timely installation of telecommunications infrastructure in environmentally sound manner. 3. Use of Utilities Infrastructure -The City allows the use of Utilities infrastructure and Utilities-owned or-leased facilities to promote the delivery of telecommunications services provided that any telecommunications use does not impinge upon the City 's ability to provide safe and reliable electric, gas, water, wastewater, and storm drainage services and does not interfere with the City's planned use of the facility or property. d Use of City Facilities and Property -The City owns and leases property and facilities, in addition to Utilities facilities, that could be used to support the deployment of affordable telecommunications services while limiting the potential adverse impacts associated with the development of the necessary infrastructure. It is the policy of the City to encourage qualified outside parties to use designated City-owned or -leased property and facilities for siting of telecommunications infrastructure that is compatible with the primary use of the property, and in a manner that is consistent with City real estate policy, zoning, legal, environmental, and other requirements as necessary. Approved by the Palo Alto City Council on November 17, 1997 5' ( LEGAL DESCRIPTION ALL THAT REAL PROPERTY LOCATED fN THE CITY OF PALO ALTO, COUNTY OF SANTA CLARA. STA TE OF CALIFORNIA. DESCRIBED AS FOLLOWS : PARCEL l: BEGINNING AT Tl IE POINT OF INTERSECTION OF THE SOUTHEASTERLY LINE OF COLOR.ADO AVENUE, 60 FEET WIDE. WITII THE SOUTHWESTER.LY LINE OF THE WOOSTER CANAL. AS ESTABLISHED BY FINAL DECREE OF CONDEMNATION ENTERED APRIL 17. 1946 IN THE SUPERIOR. COURT OF THE STATE OF CALIFORNIA., IN AND FOR THE COUNTY OF SANT A CLARA, IN ACTION ENTITLED. CITY OF PALO ALTO, A MUNICIPAL CORPORATION VS. MACKAY RADIO AND TELEGRAPH CO., A CORPORATION. ET AL, CASE NO. 61804, A CERTIFIED COPY OF SAID DECREE WAS FILED FOR RECORD ON APRIL 17. 1946, BOOK 1332 OFFICIAL RECORDS. PAGE 443. SANTA CLARA COUNTY RECORDS; THENCE S. 55" 49' 20" W. ALONG SAID SOUTHEASTERLY LINE OF COLOR.ADO A VENUE 208.32 FEET TO THE POINT OF INTERSECTION THEREOF WITH A NORTl-IEASTER.L y LfNE or THAT CERTAIN 0.060 ACRE TRACT OF LAND DESCRIBED IN TIIE QUIT CLAIM DEED TO CITY OF PALO ALTO, RECORDED AUGUST 19, 1952 IN BOOK 2472 OFFICIAL RECORDS, PAGE 263. SANTA CLAR.A COUNTY RECORDS; THENCE D. 43° 41' 40" E. ALONG A NOR.TH EASTEIU Y LINE OF SAID 0.060 ACRE TR.ACT 86.37 FEET TO AN ANGLE POINT THEREIN: THENCE S. 35" 23' 40" E. ALONG A NORTllEASTERLY LINE OF SAID 0.060 ACRE TRACT 107.23 FEET TO TllE SOUTHERNMOST CORNER THEREOF IN Tl-IE NORTHEASTEIU Y LINE OF THAT CERTAIN STIUI' OF LAND DESIGNATED "50 FT. RESERVE" ON THE MAP OF C. M. WOOSTER COMPANY'S SUBDl\'ISION OF THE CLARKE RANCH. FILED IN Tl-IE OFFICE OF THE RECORDER OF Tl-IE COUNTY OF SANTA CL\RA. STATE OF CALIFORNIA. ON NOVEMBER l I. 1912, IN BOOK '·O" OF MAPS, PAGE 16: THENCE S. 43° 40' 40'' E. ALONG THE NORTHEASTERLY LINE OF SAID 50 FOOT STRIP 41.34 FEET TO THE POINT OF .INTERSECTION THEREOF WITH Tl-IE SOUTHEASTERLY LINE OF THAT CERTAIN 10.00 ACRE TRACT OF LAND DESCRIBED FIRSTLY JN TJIE FEED TO FEDERAL TELEGRAPH COMPANY, A CORPORATION, RECORDED OCTOBER 21. 1921 IN BOOK 538 OF DEEDS. PAGE 511, SANTA CLARA COUNTY RECORDS: Tl IENCE N. 70° 05' 20" E. ALONG Tl IE SOUTl-IEASTERL Y LINE OF SAID 10 ACRE TRACT 371.89 FEET OT TllE POINT OF INTERSECTION TJIEREOF \VITI! TIIE NOR.TIIWESTERL Y LINE OF TllE M:\ T ADERO CANAL ( 100 FEET IN \VIDTll ): THENCE N. 50° 37' 20" E. :\LONG SAID LAST MENTIONED LINE 58.96 FEET TO Tl-IE POINT OJ-INTERSECTION THEREOF WITH SAID SOUTHWESTERLY l.INE or THE \\'OOSTER CANAL; THENCE N. 70° 25' 20 .. ·w. ALONG SAID LAST rvtENTIONED LINE 396.11 FEET OT Tl-IE POINT OF BEGINNING. BEING A PORTION OF RANCHO RINCON DE SAN FRANCISQUITO. CONTAINING l.939 ACRES, MORE OR LESS. PLOT MAP 990630 lsj CS 142982.1 27 .. I l ~HtllB I I l I ~I i I 0 ... ,. I .. ;; I .. I I a I ... I n l ., 0 I c: I • '-....._.,' .. -< > .. .. .. .. .. 0 ,. .. .. @ = ... > .., ,... > " .. n 0 c; . . _ ..... n ... .. ;; 0 .. .. -> EXHIBITS 28 990630 lsj CS 142982. I •• \ 990630 lsj CS 142982.1 GREER PARK / N.._,'01'oo"W LANDS OF 88.37' aTY OF PALO ALTO ,~ ACP-lO APN: 127-36-039 -0-roWERAa>-S B.97:t A~ §_I!~ OVERALL SITE PLAN NOT TO SCALE EXHIBITS CONTINUED APN: 127-36-030 29 1 LICENSE AGREEMENT GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP D/B/A VERIZON WIRELESS LICENSE AGREEMENT BETWEEN CITY OF PALO ALTO AND GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP D/B/A VERIZON WIRELESS This License Agreement (this “Agreement”), dated as of _________________, 201___(the “Effective Date”), is entered into by the CITY OF PALO ALTO, a California chartered municipal corporation (the “City”), and GTE MOBILENET OF CALIFORNIA LIMITED PARTNERSHIP dba VERIZON WIRELESS (the “Licensee”)(individually,a “Party”; collectively,the “Parties”), in reference to the following: RECITALS: A.The City owns real property located at 1082 Colorado Avenue, Palo Alto, California 94303,commonly referred to as the Sterling Canal (the “Property”),as more particularly described in Exhibit B,attached hereto and made a part hereof. B.The Property is not located in the public right-of-way and the City is licensing the Property in its proprietary capacity;thus neither 47 U.S.C. Sections 253, 332(c)(7) or 1455(a), the FCC rules promulgated thereunder, nor California Government Code Section 65964.1 applies to this License Agreement or the City’s decision to lease the Property to Licensee. C.Pacific Gas and Electric Company (“PG&E”), by an easement agreement with the City,has installed and operates a transmission tower (the “Tower”)and electric transmission lines adjacent to the Property. D.The City and Pacific Bell Telephone Company dba AT&T (“AT&T”)entered into a License Agreement in December 2000, for the use of a 308-square foot portion of the Property (the “AT&T Space”), to operate a communications site within the footprint of the Tower adjacent to and contiguous with the Sterling Canal. E.The City and Metro PCS, California/Florida Inc., a Delaware corporation, d/b/a Metro PCS entered into a License Agreement in October 2005, for the use of a 308 square foot portion of the Property, to operate a communications site within twenty (20) feet from the footprint of the Tower adjacent to and contiguous with the Sterling Canal. That agreement expired on March 31, 2015. F.The Licensee desires to use that 308-square foot portion of the Property (the “Premises”), shown and described more particularly in Exhibit C -page C-1 and C-2, attached hereto and made a part hereof,to operate a communications site twenty (20) feet from the footprint of the Tower shown and described in Exhibit C -page A-2, A-3 and A-4 adjacent to and contiguous with the Sterling Canal. The Licensee intends to install certain antennas and cables on the Tower pursuant to a license Agreement with PG&E (the “PG&E License”). The antennas will be 2 LICENSE AGREEMENT GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP D/B/A VERIZON WIRELESS connected to equipment cabinets to be located on the Premises pursuant to the terms and conditions of this Agreement in order to operate communications facilities (“WCFs”). The Premises does not overlap with the AT&T Space. G.The City desires to permit the Licensee’s use of the Premises under the covenants, terms and conditions (the “Provisions”) set forth below. AGREEMENT: In consideration of Recitals A through G, which are made a substantive part of this Agreement, and the following Provisions, the Parties agree,as follows: Section 1.0 PREMISES 1.1 Subject to the Provisions hereof, the City grants to the Licensee a right to use the Premises. The Licensee shall construct certain WCFs,consisting of an equipment shelter for placement of the Licensee’s base station equipment, a back-up emergency power generator and/or batteries and coaxial cables and other conduits connecting the Licensee’s equipment shelter to the antennas on the Tower. 1.2 The City grants to the Licensee a right to the non-exclusive use of a portion of the Property for the sole purpose of operating cabling and associated hardware,including utility runs incidental to the WCFs between the WCFs and the Tower, together with the right to ingress and egress thereon. 1.3 In addition to the Licensee’s use of the Premises, the City grants to the Licensee a non- excusive temporary construction easement (the “TCE”)in and through that portion of the Property, described at Exhibit B, for the sole purpose of affording the Licensee with access to the Premises. The term of the TCE is coterminous with this Agreement; without further notice by the City the TCE shall terminate at the same time as this Agreement. Section 2.0 PURPOSE 2.1 The purpose of this Agreement is to provide for the continuation of the uninterrupted service, replacement, maintenance, modification, upgrade and operation of the WCFs at the Premises at the Licensee’s sole cost and expense. Section 3.0 ALLOWABLE SERVICES AND USES 3.1 Permitted Uses. The Licensee may use the Premises to provide the following: A.During the Term, the Licensee shall use the Premises only for the purpose of installing, removing, replacing, maintaining, modifying, upgrading and operating, at its sole cost and expense, the WCFs for furnishing telephone, radio and 3 LICENSE AGREEMENT GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP D/B/A VERIZON WIRELESS telecommunications services to its customers. The WCFs consist of radio, telephone and communications equipment and antennas installed and used to send and receive radio signals to and from cellular telephones and other mobile devices and to connect those signals to radio, telephone or other wireless communications facilities either directly, by means of cables or indirectly, by means of transmitting and receiving facilities (including microwave antennas and GPS antenna) located at the Premises. B.The Licensee’s uses of the Property and the Premises shall be subject to the following terms and conditions: 1.The Licensee’s use of the Property is non-exclusive, and its use of the Premises is exclusive. 2. The Licensee’s operations at the Premises shall comply at all times with all applicable laws, rules and regulations regarding electromagnetic emissions. The Licensee shall conduct reasonably necessary tests after its WCFs are constructed at the Premises to ensure that its WCFs are in compliance with all applicable laws, rules and regulations regarding electromagnetic emissions. The tests shall be conducted by a licensed professional engineer, and the written results of such tests shall be delivered to the City’s Real Property Manager consistent with section 16.2 of this Agreement. 3.In constructing and operating its WCFs, the Licensee shall comply with and include the following items in its plans and operating procedures for its facilities: a.The Licensee shall not permit any unreasonable odors, smoke, dust, gas, substances, noise or vibrations to emanate from the Premises, nor take any action which would constitute a nuisance or would disturb, obstruct or endanger any other occupants or use of the site or interfere with their use of their respective premises. b.The Licensee shall operate the Premises in a manner that will not cause interference to the City as of the Effective Date, including,but not limited to, any irrigation system and landscaping installed by the City. Prior to any construction at the Premises, the Licensee shall coordinate its placement of its WCFs to ensure that placement does not conflict with the City’s irrigation systems and landscaping. The Licensee shall repair any damage to the City’s property caused by the construction of its WCFs, including,but not limited to,any damage caused to the City’s irrigation system and landscaping. c.The Licensee’s operations shall at all times be conducted in compliance in all applicable federal, state and local laws, rules and regulations, including,but 4 LICENSE AGREEMENT GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP D/B/A VERIZON WIRELESS not limited to,laws and regulations regarding environmental and occupational safety and all Federal Communications Commission requirements. The Licensee shall submit all required hazardous materials filings (if required) and obtain all required approvals prior to installing its batteries or any other hazardous materials. d.Prior to engaging in any new construction at the Premises, the Licensee shall provide the City with evidence that all permits required from any agencies having pre-construction jurisdiction over the proposed development, including but not limited to building permits and street opening permits, have been authorized and are available. e.The Licensee shall post a visible, prominent notice on the Premises listing its emergency procedures, warnings,and emergency contacts. f.The Licensee shall maintain all improvements that it places at the Property, including the fence, structure and the equipment. g.The Licensee’s service lights in the Premises shall remain off unless its service personnel are in the area and require the lights to be turned on to conduct their operation. 3.2 Restricted Uses. The above-referenced services and uses shall be the only services and uses permitted at, on,or from the Premises. The Licensee shall not use the Premises for any other purpose,or to engage in, or permit, any other business activity within or from the Premises. Section 4.0 TERM; EXTENSION OF TERM 4.1 This Agreement shall be effective and binding on the Parties as of the Effective Date. The initial term (“Term”) of this Agreement shall commence on the earlier to occur of (a) the first day of the month in which building permits for the WCFs are issued, or (b) nine (9) months after the date of full execution of this Agreement (the “Commencement Date”), and end on the date that is ten (10) years thereafter (the “Expiration Date”). 4.2 The Term will be extended automatically for two (2) additional terms of five (5) years each (each an “Extension Term”), unless either Party provides the other Party with written notice of intent not to extend the then-current term. In order to be effective, such notice must be delivered, consistent with Section 16 of this Agreement,no later than three (3) months prior to the expiration of the then-current term. 5 LICENSE AGREEMENT GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP D/B/A VERIZON WIRELESS Section 5.0 LICENSE FEE; PAYMENT PROCEDURE; LATE PAYMENT FEE 5.1 Fees. A.License Fees. Licensee shall pay the City a license fee (the “License Fee”) of Twenty- Four Thousand Dollars ($24,000.00)per year (adjusted annually as provided herein) as consideration for Licensee’s use of the Premises, which shall become due and payable in accordance with the payment procedures set forth in section 5.3 below. The License Fee will increase by three percent (3.0%)each contract year. B.Telecommunication Application Processing Fee. The Licensee shall pay a one-time fee of Two Thousand Three Hundred Eighty-Nine Dollars ($2,389.00) (the “Application Fee”) to the City. The Application Fee shall be due within sixty (60) days after the Effective Date. In the event that the Licensee does not pay the Application Fee on or before the date due,the Licensee shall be deemed in breach of this Agreement and the City may terminate this Agreement according to Section 14.1.A.1 below. C.Failure to pay. The Licensee shall be deemed in default and subject to Termination provisions of section 14 of this Agreement and/or Late Payment Fee provisions of section 5.4 if the applicable Application Fee is not paid in accordance with section 5.1(B) and/or the License Fee is not paid within fifteen (15) days following Licensee’s receipt of notice from the City that such Application Fee or License Fee is past the due dates set forth in Section 5.3 below. 5.2 [Intentionally omitted]. 5.3 Payment Procedures A.License Fee Payment Schedule. 1.First Year. The License Fee for the first year shall be due and payable to the City within sixty (60) days after the Commencement Date. 2.Subsequent Years. For all subsequent contract years,the License Fee shall be due and payable on the anniversary of the Commencement Date.In the event this Agreement expires or is otherwise terminated, the City will not return any portion of the License Fee. B.Payment Delivery. The License Fee shall be made payable by check or other negotiable instrument to “CITY OF PALO ALTO” and delivered to or at the Revenue Collections Division, 250 Hamilton Avenue, PO Box 10250, Palo Alto, CA 94303. The designated place of payment may be changed at any time by the City upon thirty (30) days’prior written notice to the Licensee. 6 LICENSE AGREEMENT GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP D/B/A VERIZON WIRELESS C.No Waiver. The Licensee agrees that the City’s acceptance of any applicable ‘late paid’ or ‘incorrect amount’ License Fee shall not constitute a waiver by the City of any default or breach and shall not bar the City from enforcing its right to collect the Late Payment Fee or exercising any other remedy provided in this Agreement or by applicable law. D.Rental Documentation. The City hereby agrees to provide to Licensee a complete and fully executed Internal Revenue Service Form W-9 upon execution of this Agreement, and from time to time during the Term of this Agreement upon Licensee’s written request. 5.4 Late Payment Fee. If the City does not receive payment of the License Fee or the Application Fee within five (5) days of the applicable fee’s date due, or payment of any other sum then due and payable by the Licensee, then the Licensee shall pay a fee equal to two percent (2%) of the applicable fee then due and payable yet remaining unpaid (the “Late Payment Fee”) plus an administrative fee of forty-five dollars ($45.00) or any fee established by the Municipal Fee Schedule, whichever fee is higher (the “Administrative Fee”). The total sum of all fees (as applicable, the License Fee, the Application Fee, the Late Payment Fee, the Administrative Fee or the Overhead Fee) then due and owning shall become immediately due and payable to the City. A.The City’s acceptance of any fee or fees due and payable by the Licensee that is or are paid late shall in no event constitute a waiver of the Licensee’s default with respect to such overdue payment, nor shall the Licensee’s failure to pay bar the City from exercising any other rights and remedies granted hereunder or by any provision of law. Section 6.0 MAINTENANCE AND REPAIR 6.1 WCF Maintenance and Repairs. The Licensee,at its sole cost and expense, shall perform its WCF’s maintenance and repairs, including, without limitation,all painting and all maintenance of landscaped areas necessary to keep the Premises and all improvements thereto in first-class order, repair and condition, and shall keep the Premises in a safe, clean, wholesome, and sanitary condition to the complete satisfaction of the City, and in compliance with all applicable laws, during the Term. 6.2 Other Maintenance and Repairs. A.The Licensee shall maintain, at its expense, all equipment, trade fixtures and any other improvements it installs at the Premises that are required for the maintenance and operation of the Premises. The Licensee waives the right to make repairs at the expense of the City and the benefit of the provisions of Sections 1941 and 1942 of the California Civil Code relating thereto; and further agrees that if and 7 LICENSE AGREEMENT GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP D/B/A VERIZON WIRELESS when any repairs, alterations, additions or betterments shall be made by the Licensee as required by this Agreement, the Licensee shall promptly pay for all labor done or materials furnished and shall keep the Premises free and clear of any lien or encumbrance of any kind whatsoever. B.If the Licensee fails to commence any repairs or perform any maintenance work, for which it is responsible hereunder, within thirty (30) days of receipt of written notice from the City, the City shall have the option to make the repairs and invoice the Licensee for those costs, and the Licensee shall within ten (10) days of receipt of a bill therefor from the Real Property Manager, reimburse the City for the cost of such repairs, which payment shall include a fifteen percent (15%) administrative overhead fee (the “Overhead Fee”). The City’s performance of such repairs or performance of maintenance shall in no event be construed as a waiver of the duty of the Licensee to make repairs or perform maintenance as required by this Agreement. Section 7.0 CONSTRUCTION AND/OR ALTERATION BY THE LICENSEE 7.1 City’s Consent. A.WCFs and other facilities shall not be constructed, erected, or made within the Premises without the prior written consent of the City (for example, by action of the City Council,if required by City ordinances, resolutions, policies, rules or regulations or otherwise by the City’s City Manager or designee), which consent shall not be unreasonably withheld. The City shall be deemed to have approved any construction if the City, acting by the Real Property Manager, does not provide the basis, in writing, of the disapproval or approval within thirty (30) days after the Licensee’s submission of such request for consent; provided, however, the Real Property Manager will use reasonable efforts to act upon the request for consent within thirty (30) days of receipt thereof. B.The Licensee shall have the right to construct the Premises (including the base station radio equipment) in approximately the configuration shown on the plans, attached at Exhibit C (subject to all necessary architectural review, zoning approvals and building permits). Any conditions relating to the manner, method, design, and construction of the structures, improvements, or facilities established by the City shall be conditions of this Section as though originally stated herein. C.The Licensee may replace, substitute or modify any part of the WCFs without the City’s consent provided that such replacements, substitutions and modifications are contained within the Licensee’s equipment enclosure or do not materially alter the size or weight of the Licensee’s improvements at the Premises and provided that the Licensee complies with applicable City ordinances, resolutions, policies, rules and regulations relating to zoning approvals and building permits applicable to the 8 LICENSE AGREEMENT GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP D/B/A VERIZON WIRELESS WCFs. The Parties acknowledge that City ordinances, resolutions, policies, rules and regulations applicable to the WCFs do not generally require architectural review, zoning approvals or building permits, for replacements, substitutions or modifications that do not expand the size of the Premises. 7.2 Trade Fixtures. The Licensee may, at any time and at its sole cost and expense, install and place business fixtures and equipment within any structure at the Premises, provided that written notice of such fixtures and their installation have been provided to the City’s Real Property Manager. 7.3 Strict Compliance with Plans and Specifications. All improvements constructed by the Licensee at the Premises shall be constructed in an efficient and workmanlike manner and in strict compliance with detailed plans and specifications approved by the City (by action of the City Council,if required by City ordinances, resolutions,policies, rules or regulations or otherwise by decision of the City’s City Manager or designee), and applicable City ordinances,resolutions, policies, rules or regulations and these plans,attached at Exhibit C, have been approved by the City. 7.4 Building Permit Final Inspection. Upon completion of construction of any building, structure or facility, the Licensee shall submit to the Real Property Manager, a copy of the building permit issued to the Licensee,which shows the final inspection has been completed and approved, in writing, by the City. Section 8.0 OWNERSHIP OF IMPROVEMENTS 8.1 Improvements to Real Property. All improvements constructed, erected or installed at the Premises must be free and clear of all liens, claims, or liability for labor or material. Upon the expiration or earlier termination of this Agreement, the City at its option may require the Licensee to remove its improvements including, but not limited to, the foundations, and may further require the Licensee to repair to the satisfaction of the City any damage to the Premises caused by such removal within ninety (90) days after the Licensee’s receipt of the City’s request that the Licensee shall remove such improvements; provided, that the Licensee may be required to remove underground conduit installed by it during the Term and provided that the Licensee receives the City’s request to remove such improvements within fifteen (15) days from the expiration or earlier termination of this Agreement. 8.2 Personal Property. Title to all equipment, furniture, furnishings and trade fixtures placed by the Licensee at the Premises shall remain the property of the Licensee, and replacements, substitutions and modifications thereof may be made by the Licensee during the Term. The Licensee will remove all of its equipment, fixtures and furnishings within ninety (90) days after the expiration or earlier termination of this Agreement, provided that the Licensee shall repair to the reasonable satisfaction of the Real Property Manager any damage to the Premises and improvements caused by such removal. 9 LICENSE AGREEMENT GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP D/B/A VERIZON WIRELESS A.The City acknowledges the Licensee may enter into financing arrangements, including issuance of promissory notes and financial and security agreements for the financing of the Licensee’s equipment (the “Collateral”) with a third party financing entity and may in the future enter into additional financing arrangements with other financing entities. In connection therewith, City subject to Section 7.1 requirements consents to the assignment of rights in the Collateral,disclaims any interest in the Collateral, as fixtures or otherwise,and agrees the Collateral shall be exempt from execution, foreclosure, sale, levy, attachment, or distress for any license fee or any other fee due or to become due and payable to the City,and such Collateral may be removed at any time without recourse to legal proceedings. Section 9.0 “AS BUILT”PLANS 9.1 Upon completion of any major The Licensee-constructed improvements, the Licensee shall provide the Real Property Manager with a complete set of reproducible "as built plans," reflecting the actual construction at the Premises. Section 10.0 DAMAGE TO OR DESTRUCTION OF IMPROVEMENTS 10.1 If the Premises are, in whole or in part, damaged or destroyed,then: A.If wholly damaged or destroyed so that the Premises are rendered permanently unusable for reconstruction of a WCF site, this Agreement shall terminate and the Licensee shall be liable for the License Fee up to the time of such damage or destruction and any License Fee pre-paid by the Licensee shall be returned; or B.If only partially damaged or destroyed and still usable for construction or use as a WCF, the Licensee shall, within a reasonable time, not to exceed thirty (30) days from the date of the Licensee’s receipt of notice of the damage or destruction, notify the City, in writing, of its intent to either: 1.terminate this Agreement, in which case Licensee shall be liable for the License Fee only up to the time of City’s receipt of Licensee’s notice and any License Fee prepaid by the Licensee applicable to the period after receipt of such notice shall be returned to the Licensee, or 2.continue operating under this Agreement, in which case, the Licensee within a reasonable time shall repair the Premises and the WCFs, with a proportional and reasonable reduction of the License Fee from the date notice is received by the City until the date the Premises and the WCFs are usable. 10 LICENSE AGREEMENT GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP D/B/A VERIZON WIRELESS Section 11.0 UTILITIES CHARGES 11.1 Payment Required. The Licensee shall pay, prior to delinquency, all charges for utilities goods and services delivered or supplied to the Premises by the City at the rate charged by the City’s Department of Utilities and/or Department of Public Works or any other City department. Section 12.0 INSURANCE 12.1 General. Unless the City’s insurance risk manager agrees, in writing, to accept the Licensee’s self-insurance in fulfillment of these insurance requirements, the Licensee shall obtain and maintain at all times during the Initial Term and the Extension Term, if any, commercial general liability insurance and commercial automotive liability insurance protecting the Licensee in an amount of two million dollars ($2,000,000) per occurrence (combined single limit), including death, bodily injury and property damage, and not less than two million dollars ($2,000,000) aggregate, for each personal injury or death liability, products-completed operations, and each accident. Such insurance, pursuant to ISO Form No. GC2010 or equivalent or other commercially reasonable form acceptable to the City’s insurance risk manager, shall include the City, its council members, officers, employees, and agents as an additional insured as respects liability arising out of the Licensee’s negligent performance of any Work that it performs or may be authorized to perform under this Agreement. Coverage shall be provided in accordance with the limits specified and the Provisions indicated herein. Claims-made policies are not acceptable. Such limits may be satisfied by a combination of primary and umbrella policies. Licensee will make best efforts to notify the City within 30 days of receipt of notice from its insurer regarding any cancellation or termination of any insurance policies. The Licensee shall be responsible for notifying the City of such change or cancellation. 12.2 Certificates. The Licensee shall file the required original certificate(s) of insurance with blanket additional insured endorsements with the City’s insurance risk manager, with a copy to the Utilities Director, subject to the City’s prior approval. The certificate(s) shall clearly state or provide: A.Policy number; name of insurance company; name, address and telephone number of the agent or authorized representative; name and address of insured; project name and address; policy expiration date; and specific required coverage amounts; B.With the certificate(s), the Licensee shall provide prior written notice of cancellation to the City that is unqualified as to the acceptance of liability for failure to notify the City; and C.That the Licensee’s required insurance is primary as respects any other valid or collectible insurance that the City may possess, including any self-insured retentions the City may have, and any other insurance the City does possess shall be 11 LICENSE AGREEMENT GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP D/B/A VERIZON WIRELESS considered excess insurance only and shall not be required to contribute with this insurance. 12.3 Notice. The certificate(s) of insurance with blanket additional insured endorsements and notices shall be mailed to: (a) City of Palo Alto, Utilities Department, P.O. Box 10250, Palo Alto, CA 94303, Attn.: Electrical Engineering Manager; and (b) City of Palo Alto, Public Works Department, P.O. Box 10250, Palo Alto, CA 94303, Attn.: Supervising Project Engineer. 12.4 Other Coverage. Unless the City permits the Licensee to self-insure, the Licensee shall obtain and maintain at all times during the Initial Term and the Extension Term, if any, statutory workers’ compensation and employer’s liability insurance or qualify as a self- insurer in an amount not less than one hundred thousand dollars ($100,000) or such other amounts as required by Law, and furnish the City with a certificate showing proof of such coverage. 12.5 Insurance Rating. Any insurance provider of the Licensee shall be admitted and authorized to do business in California and shall be rated at least A-:VII in Best’s Key Rating Guide. Insurance certificates issued by non-admitted insurance companies will not be acceptable to the City. 12.6 Deductibles. Prior to the execution of this Agreement, any self-insured retentions must be stated on the certificate(s) of insurance, which shall be sent to the City, and any deductibles shall be reported, in writing, to the City’s insurance risk manager. Notwithstanding the foregoing, the immediately preceding sentence shall not apply to Licensee so long as Licensee maintains a net worth of no less than $100 million, as currently evidenced by the net worth letter attached hereto as Exhibit “D” and made a part hereof. “Cross liability”, “severability of interest” or “separation of insureds” clauses shall be made a part of the commercial general liability and commercial automobile liability policies. Section 13.0 ASSIGNING, SUBLETTING, AND ENCUMBRANCES 13.1 This Agreement conveys no property rights in the Property or the Premises except as specifically provided herein to the Licensee. Except as provided in Section 8.2, any attempted mortgage, pledge, hypothecation, encumbrance, transfer, sublicense, or assignment (collectively,an “Encumbrance”) of the Licensee’s interest in the Premises, or any part or portion thereof, shall be void and of no effect. 13.2 The Licensee shall have the right to assign its rights under this Agreement,in whole or in part,to any of its parent companies,subsidiaries, affiliates,or successor legal entities,or to any entity acquiring substantially all the assets of the Licensee in the market defined by the Federal Communications Commission in which the Property is located,or as otherwise permitted by applicable law. As used herein, “affiliates” means an entity which is 12 LICENSE AGREEMENT GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP D/B/A VERIZON WIRELESS controlled by, controls,or is under common control with,Licensee.Licensee shall deliver written notification of any such assignment within ten (10) days following the assignment, and shall further provide City written documentation showing that any such assignee has affirmatively assumed all the relevant obligations under this Agreement, arising from and after the date of such assignment with respect to the portion of the rights assigned.As to other parties, this Agreement may not be sold, assigned or transferred without the written consent of the other Party, which consent will not be unreasonably withheld, delayed or conditioned. This Agreement is personal to the Licensee; any unrelated third party shall apply for a new agreement with the City upon the expiration or earlier termination of this Agreement. Section 14.0 TERMINATION OF AGREEMENT 14.1 Termination by the City. A.The City may terminate this Agreement upon the occurrence of any of the following events: 1.Upon a breach by the Licensee regarding any Provision, which the Licensee has not commenced to cure within the time specified, or if no time period is specified, within thirty (30) days of receipt of written notice of default from the City. 2.If the Licensee files a petition under any chapter of the U.S. Bankruptcy Code, (or any similar petition under any insolvency law of any jurisdiction), or has filed against it any such petition which is not dismissed within sixty (60) days of the date filed,or if the Licensee proposes any dissolution, liquidation or composition, with creditors, makes an assignment for the benefit of its creditors, or if a receiver, trustee, custodian or similar agent is appointed with respect to or takes possession of any material portion of the property or business of the Licensee. 3.If the City determines, in its sole and reasonable discretion, that it requires the Property or Premises or any portion thereof for security reasons due to federal, state or local law or regulation related to the design, maintenance or protection of critical infrastructure, or as otherwise may be necessary to protect the safety of City’s critical infrastructure facilities. City agrees to provide Licensee with twelve (12) months advanced written notice of any such need for property, except in cases where federal, state or local law or regulation require the City to act sooner. City will make a good faith effort to work with Licensee to identify an alternative location reasonably acceptable to the Parties and Licensee shall be allowed, if necessary, in Licensee’s reasonable determination, to place a temporary installation on the Property in a mutually agreeable location until the earlier to occur of (a) 13 LICENSE AGREEMENT GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP D/B/A VERIZON WIRELESS Licensee’s WCF on such alternative location is operational, or (b) the expiration of twenty-four (24) months after the date Licensee first installed such temporary installation. B.Upon the occurrence of any of the events described in this section, the City may: 1.At the City’s sole option, cure any such default by performance of any act, including payment of money, and the cost thereof, plus reasonable administrative cost, shall become immediately due and payable by the Licensee to the City; 2.Seek an action or suit in equity to enjoin any acts or things which may be unlawful or in violation of the rights of the City; 3.Seek a mandamus or other suit, action or proceeding at law or in equity to enforce its rights against the Licensee and any of its officers, agents, and employees and its assigns, and to compel it to perform and carry out its duties and obligations under the law and its covenants and agreements with the City, as provided herein; or 4.Pursue any other remedy available by law or specifically provided in this Agreement. C.Notwithstanding anything to the contrary contained herein however, in the event of a default or breach which cannot reasonably be cured within the specified period (or if no period is specified within thirty (30) days), the Licensee shall have such additional period of time as reasonably determined by City to cure any default or breach of this Agreement. Each and all of the remedies given to the City hereunder or by any law now or hereafter enacted, are cumulative and the exercise of one right or remedy shall not impair the right to the City to exercise any or all other remedies. In case any suit, action or proceeding to enforce any right or exercise any remedy shall be brought or taken and then discontinued or abandoned, then, and in every such case, the Parties shall be restored to its and their former position and rights and remedies as if no such suit, action or proceedings had been brought or taken. 14.2 Termination of this Agreement by the Licensee. A.The Licensee may terminate this Agreement at any time upon 180 days prior written notice to the City; provided that in the event of such early termination, no portion of the then current year's License Fee shall be refunded to the Licensee if that fee has already been paid to the City but if not already paid to the City then the Licensee shall only be required to pay the License Fee for the period ending on the effective date of such termination.The right of the City to collect the License Fee 14 LICENSE AGREEMENT GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP D/B/A VERIZON WIRELESS from the Licensee shall survive the early termination of this Agreement. B.If the Licensee and PG&E do not enter into the PG&E License or the PG&E License expires or terminates, the Licensee may terminate this Agreement, which termination shall be effective upon the receipt of notice of termination delivered to City. Section 15.0 RESERVED Section 16.0 NOTICES 16.1 All notices, statements, demands, requests, consents, approvals, authorizations, offers, agreements, appointments or designations hereunder to be given by either Party to the other, shall be in writing and shall be sufficiently given and served upon the other Party if (1) personally served on the City, (2) sent by United States Postal Service certified mail, postage, prepaid, or (3) sent by express delivery service. Personal service shall include, without limitation, service by delivery service. Delivery of notices properly addressed shall be deemed complete when the notice is physically delivered or upon refusal of delivery by the Real Property Manager or the City Clerk or by the Licensee. 16.2 All notices issued pursuant to this Agreement shall be addressed as set forth below or as either Party may subsequently designate by written notice. TO:THE CITY TO:THE LICENSEE Real Property Manager GTE Mobilnet of California Limited Partnership, CITY of Palo Alto d/b/a Verizon Wireless P.O.Box 10250 180 Washington Valley Road 250 Hamilton Avenue Bedminster, New Jersey 07921 Palo Alto, CA 94303 Attention: Network Real Estate FAX: (650) 329-2468 (Site: Louis & Colorado) With a copy to: City Clerk, City of Palo Alto GTE Mobilnet of California Limited Partnership, P.O. Box 10250 d/b/a Verizon Wireless 250 Hamilton Avenue 2785 Mitchell Drive Palo Alto, CA 94303 Walnut Creek, CA 94598 FAX: (650) 329-2646 Attention: Property Management And City Attorney, City of Palo Alto P.O. Box 10250 250 Hamilton Avenue 15 LICENSE AGREEMENT GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP D/B/A VERIZON WIRELESS Palo Alto CA 94303 FAX: (650) 329-2646 Section 17.0 ATTACHMENTS TO AGREEMENT 17.1 This Agreement includes the following exhibits, which are attached hereto and by this reference incorporated into this Agreement: Exhibit A –General Conditions Exhibit B -Description of Licensed Property Exhibit C –Premises-Equipment Site and Tower Exhibit D –Net Worth Letter 17.2 Exhibit D (GENERAL CONDITIONS) contains standard City general conditions applicable to this Agreement; in the event of a conflict between the foregoing clauses in this Agreement and the provisions of Exhibit D, the foregoing clauses shall take precedence. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. THE CITY:THE LICENSEE: GTE Mobilnet of California Limited Partnership, d/b/a Verizon Wireless By: Cellco Partnership Its: General Partner ________________________________________________________ City Manager Name: Its: APPROVED AS TO FORM: __________________________ City Attorney ATTEST:RECOMMENDED FOR APPROVAL: ________________________________________________________ City Clerk Real Property Manager 16 LICENSE AGREEMENT GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP D/B/A VERIZON WIRELESS EXHIBIT A GENERAL CONDITIONS 1.GENERAL: “City” also shall mean the Council of the City of Palo Alto. Clauses in this Agreement refer to specific officers or employees of the City. Should these positions be eliminated or the title changes, it is understood and agreed that such references shall be considered to be to the new title for renamed positions or to the replacement official designated with the responsibilities of any eliminated position. Any reference to a City officer or employee includes a reference to the officer's or employee's designated representative. 2.PARTNERSHIP/CORPORATE AUTHORITY & LIABILITY If the Licensee is a partnership, each general or limited partner: A.represents and warrants that the partnership is a duly qualified partnership authorized to do business in Santa Clara County; and B.shall be jointly and severally liable for performance of the terms and provisions of this Agreement. If the Licensee is a corporation, each individual signing this Agreement on behalf of the Licensee represents and warrants that; A.he is duly authorized to do so in accordance with an adopted Resolution of the Licensee's Board of Directors or in accordance with the Bylaws of the corporation; and B.The Licensee is a duly qualified corporation authorized to do business in State of California. 3.TIME Time is of the essence of this Agreement. 4.SIGNS The Licensee agrees not to construct, maintain, or allow any sign to be placed upon the Premises except as may be approved by the City. Unapproved signs, banners, etc., may be removed by the City. 17 LICENSE AGREEMENT GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP D/B/A VERIZON WIRELESS 5.PERMITS AND LICENSES The Licensee shall be required to obtain any and all permits and/or licenses which may be required in connection with the operation of, and any approved Licensee construction upon, the Premises set forth in this Agreement. 6.MECHANICS LIENS The Licensee shall at all times indemnify and save the City harmless from all claims for labor or materials supplied to the extent arising from the Licensee’s construction, repair, alteration, or installation of structures, improvements, equipment, or facilities within the Premises, and from the cost of defending against such claims, including reasonable attorney fees. The Licensee shall provide the City with at least ten (10) days written notice prior to commencement of any work which could give rise to a mechanics lien or stop notice. Upon at least forty-eight (48) hours’ notice to the Licensee, the City reserves the right to enter upon the Premises for the purposes of posting Notices of Non-Responsibility; the Licensee may accompany the City’s representative during any such entry. In the event a lien is imposed upon the Premises as a result of such construction, repair, alteration, or installation by the Licensee, the Licensee shall either: A.Record a valid release of lien; or B.Deposit sufficient cash with the City to cover the amount of the claim on the lien in question and authorize payment to the extent of said deposit to any subsequent judgment holder that may arise as a matter of public record from litigation with regard to lienholder claim; or C.Procure and record a bond in accordance with Section 8424 of the Civil Code, which releases the Premises from the claim of the lien from any action brought to foreclose the lien. Should the Licensee fail to accomplish one of the three optional actions within the statutory period after the filing of such a lien, Licensee shall be deemed in breach of this Agreement and the City may terminate this Agreement according to the provisions of Section 14 of the Agreement. 7.ORGANIZATION AND RULES OF CONSTRUCTION Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context otherwise indicates, words importing the singular number shall include the plural number and vice versa, and words importing persons shall include corporations and associations, including public bodies, as well as natural persons. The terms "hereby", "hereof", "hereto", "herein", "hereunder" and any similar terms, as used in 18 LICENSE AGREEMENT GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP D/B/A VERIZON WIRELESS this Agreement, refer to this Agreement. All the terms and provisions hereof shall be construed to effectuate the purposes set forth herein, and to sustain the validity hereof. The titles and headings of the sections of this Agreement have been inserted for convenience of reference only, are not to be considered a part hereof and shall not in any way modify or restrict any of the terms of provisions hereof or be considered or given any effect in construing this Agreement or any provision hereof in ascertaining intent, if any question of intent shall arise. 8.AMENDMENTS This Agreement sets forth all of the agreements and understandings of the Parties and any modifications must be written and properly executed by both Parties. 9.UNLAWFUL USE The Licensee agrees that no improvements shall be erected, placed upon, operated, nor maintained within the Premises, nor any business conducted or carried on therein or therefrom, in violation of the terms of this Agreement, or of any regulation, order of law, statute, or ordinance of a governmental agency having jurisdiction over the Licensee’s use of the Premises. 10.NONDISCRIMINATION The Licensee and its employees shall not discriminate against any person because of race, color, religion, ancestry, age, sex, national origin, disability, sexual preference, housing status, marital status, familial status, weight or height of such person. The Licensee shall not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, sex, age, national origin, disability, sexual preference, housing status, marital status, familial status, weight or height of such person. The Licensee covenants that in all of the activities the licensee conducts or allows to be conducted on the Premises, the Licensee shall accept and enforce the statements of policy set forth in Palo Alto Municipal Code Section 9.73.010 regarding human rights and nondiscrimination. If the Licensee is found in violation of the provisions of Palo Alto Municipal Code Section 9.73.010 by a court or administrative body of competent jurisdiction or in violation of the nondiscrimination provision of the State of California Fair Employment Practices Act or similar provisions of federal law or executive order in the conduct of its activities under this Agreement by the State of California Fair Employment Practices Commission or the equivalent federal agency or officer, it shall thereby be found in default under this Agreement, and such default shall constitute a material breach of this Agreement. The City shall then have the power to cancel or suspend this Agreement in whole or part. 11.INSPECTION The City’s employees and agents shall have the right at all reasonable times to inspect the 19 LICENSE AGREEMENT GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP D/B/A VERIZON WIRELESS Premises to determine if the provisions of this Agreement are being complied with provided that reasonable prior written notice has been provided to the Licensee,according to Section 16 of the Agreement, to allow the Licensee to accompany any such inspection. Notwithstanding the foregoing, the City shall not, and shall not have the right to, touch or otherwise interfere with any of the licensee’s equipment, fixtures, or improvements located within the Premises. 12.HOLD HARMLESS The Licensee agrees to indemnify, hold harmless and defend the City,its officers, agents and employees against any and all claims, liability, demands, damages and costs (including reasonable attorneys' fees (collectively,the “Claims”) to the extent arising out of the negligence, recklessness or willful misconduct of the Licensee except to the extent such Claims are caused by the negligence, recklessness or willful misconduct of the City,its officers, agents, contractors and/or employees. 13.TAXES AND ASSESSMENTS This Agreement may create a possessory interest which is subject to the payment of taxes levied on such interest. It is understood and agreed that all taxes and assessments (including but not limited to the possessory interest tax) which become due and payable upon the Premises or upon the Licensee’s fixtures, equipment, or other property installed or constructed thereon by the Licensee, shall be the full responsibility of the Licensee and the Licensee shall pay the taxes and assessments prior to delinquency. 14.SUCCESSORS IN INTEREST Unless otherwise provided in this Agreement, the terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators, and assigns of all the Parties hereto. 15. CIRCUMSTANCES WHICH EXCUSE PERFORMANCE (FORCE MAJEURE) If either Party hereto shall be delayed or prevented from the performance of any act required hereunder by reason of acts of God, restrictive governmental laws or regulations, or other cause without fault and beyond the control of the Party obligated (financial inability excepted), performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. 16.PARTIAL INVALIDITY If any term, covenant, condition, or provision of this Agreement is determined to be invalid, void, or unenforceable, by a court of competent jurisdiction, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby. 20 LICENSE AGREEMENT GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP D/B/A VERIZON WIRELESS 17.WAIVER OF RIGHTS The failure of the City or the Licensee to insist upon strict performance of any of the terms, covenants, or conditions of this Agreement shall not be deemed a waiver of any right or remedy that either Party may have, and shall not be deemed a waiver of the right to require strict performance of all the terms, covenants, and conditions of the Agreement thereafter, nor a waiver of any remedy for the subsequent breach or default of any term, covenant, or condition of this Agreement. 18.COSTS OF SUSTAINING AN ACTION FOR BREACH OR DEFAULT In the event either Party commences legal action against the other Party claiming a breach or default of this Agreement, the prevailing Party in such litigation shall be entitled to recover from the other cost of sustaining such action, including reasonable attorney fees, as may be fixed by the court. 19.RESERVATIONS TO CITY The Premises are accepted "as is" and "where is" by the Licensee subject to any and all existing easements, and Encumbrances. The City reserves the right to install, lay, construct, maintain, repair, and operate such sanitary sewers, drains, storm water sewers, pipelines, manholes, and connections; water, oil, and gas pipelines; telephone and telegraph power lines; and the applications and appurtenances necessary or convenient for connection therewith, in, over, upon, through, across and along the Premises. Notwithstanding anything to the contrary contained here, no right reserved by the City in this clause shall be so exercised as to interfere unreasonably with the Licensee’s operation hereunder. The City agrees that rights granted to third parties by reason of this clause shall contain provisions that the surface of the land shall be restored as nearly as practicable to the original condition upon the completion of any construction. 20.HOLDING OVER In the event the Licensee shall continue in possession of the Premises after the expiration or earlier termination of this Agreement, such possession shall not be considered a renewal of this Agreement but a tenancy from month to month and shall be governed by the conditions, and covenants contained in this Agreement. 21.CONDITION OF PREMISES UPON TERMINATION Upon termination of this Agreement, except as otherwise agreed to herein, the Licensee shall redeliver possession of the Premises to the City in substantially the same condition that existed immediately prior to the Licensee’s occupancy, reasonable wear and tear, flood, earthquake, war, 21 LICENSE AGREEMENT GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP D/B/A VERIZON WIRELESS and any act of war or other casualty beyond the control of the Licensee excepted. 22.DISPOSITION OF ABANDONED PERSONAL PROPERTY If the Licensee abandons the Premises, as defined by applicable law,or is dispossessed thereof by process of law or otherwise, title to any personal property belonging to the Licensee and left on the Premises for at least forty-five (45) days after such abandonment or dispossession shall be deemed to have been transferred to the City. The City shall have the right to remove and to dispose of such property without liability therefor to the Licensee or to any person claiming under the Licensee, and shall have no need to account therefor. 23.RELINQUISMENT OF THE LICENSEE'S INTEREST UPON TERMINATION Upon termination of this Agreement for any reason, including but not limited to termination because of default by the Licensee, the Licensee shall, at the City’s request execute, acknowledge and deliver to the City within thirty (30) days after receipt of written demand thereof, a written document, signed by an official recognized under Section 313 of the California Corporations Code, certifying the Licensee’s relinquishment of the Premises. Should the Licensee fail or refuse to deliver the required certification to the City, and the Parties are not then in any dispute or in disagreement regarding termination of this Agreement or an event of breach or default hereunder, the City may prepare and record a notice reciting the failure of the Licensee to execute, acknowledge and deliver such certification and the notice shall be conclusive evidence of the termination of this Agreement, and of all right of the Licensee or those claiming under the Licensee in and to the Premises. 24.CITY'S RIGHT TO RE-ENTER The Licensee agrees to yield and peaceably deliver possession of the Premises to the City after the removal period described in Section 8.1. Upon giving written notice of termination to the Licensee, the City shall have the right to re-enter and take possession of the Premises after the removal period described in Section 8.1. Termination of the Agreement and re-entry of the Premises by the City shall in no way alter or diminish any obligation of the Licensee under the Agreement terms and shall not constitute an acceptance or surrender. The Licensee waives any and all rights of redemption under any existing or future law or statute in the event of eviction from or dispossession of the Premises for any reason or in the event the City re-enters and lawfully re-takes possession of the Premises. 25.CONFLICT OF INTEREST The Licensee warrants and covenants that no official or employee of the City nor any business entity in which any official or employee of the City is interested: (1) has been employed or 22 LICENSE AGREEMENT GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP D/B/A VERIZON WIRELESS retained to solicit or aid in the procuring of this Agreement to Licensee’s reasonable knowledge; or (2) will be employed in the performance of this Agreement without the divulgence of such fact to the City. In the event that the City determines that the employment of any such official, employee or business entity is not compatible with such official's or employee's duties as an official or employee of the City, the Licensee upon request of the City shall immediately terminate such employment. Violation of this provision constitutes a serious breach of this Agreement and the City may terminate this Agreement as a result of such violation. 26.EMINENT DOMAIN In the event the whole or any part of the Premises is condemned by a public entity in the lawful exercise of its power of eminent domain, this Agreement shall cease as to the part condemned. The date of such termination shall be the effective date of possession of the whole or part of the Premises by the condemning public entity. The City shall be entitled to and shall receive all compensation related to the condemnation of all or part of the Premises by the exercise of eminent domain. 27.[Intentionally deleted.] 28.POST-ACQUISITION LICENSE The Licensee hereby acknowledges that its occupancy of the Premises is subsequent to acquisition of the Premises by the City. The Licensee further understands and agrees that as a post- acquisition licensee, the Licensee is not eligible and furthermore waives all claims for relocation assistance and benefits under federal, state or local law. 29.HAZARDOUS SUBSTANCES A.Definition. As used herein, the term "Hazardous Materials" means any substance or material which has been determined by any state, federal or local governmental authority to be capable of posing risk of injury to health, safety, and property, including petroleum and petroleum products and all of those materials and substances designated as hazardous or toxic by the U.S. Environmental Protection Agency, the California Water Quality Control Board, the U.S. Department of Labor, the California Department of Industrial Relations, the California Department of Health Services, the California Health and Welfare Agency in connection with the Safe Water and Toxic Enforcement Act of 1986, the U.S. Department of Transportation, the U.S. Department of Agriculture, the U.S. Consumer Product Safety Commission, the U.S. Department of Health and Human Services, the U.S. Food and Drug Administration or any other governmental agency now or hereafter authorized to regulate materials and substances in the environment. Without limiting the generality of the foregoing, the term "Hazardous Materials" shall include all of those materials and substances defined as "toxic materials" in Sections 23 LICENSE AGREEMENT GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP D/B/A VERIZON WIRELESS 66680 through 66685 of Title 22 of the California Code of Regulations, Division 4, Chapter 20, as the same may be amended from time to time. B.USE OF PREMISES. During the Term,the Licensee shall abide and be bound by all of the following requirements: 1.The Licensee shall comply with all laws now or hereafter in effect relating to the use of Hazardous Materials on, under or about the Premises, and the Licensee shall not contaminate the Premises, or its subsurfaces, with any Hazardous Materials in violation of applicable law. 2.The Licensee shall restrict its use of Hazardous Materials at the Premises to those kinds of materials that are normally used in constructing and operating communications facilities. Disposal of any Hazardous Materials at the Premises are strictly prohibited. Storage of such permissible Hazardous Materials is allowed only in accordance with all applicable laws now or hereafter in effect. All safety and monitoring features of any storage facilities shall be approved by the City’s Fire Chief in accordance with all laws. 3.The Licensee shall be solely and fully responsible for the reporting of all Hazardous Materials releases to the appropriate public agencies, when such releases are caused by or result from the Licensee’s activities at the Premises. The Licensee shall immediately inform the City of any release of Hazardous Materials, whether or not the release is in quantities that would otherwise be reportable to a public agency. 4.The Licensee shall be solely and fully responsible and liable for any such releases which are caused by the Licensee at the Premises, or into the City’s sewage or storm drainage systems. The Licensee shall take all necessary precautions to prevent any of its Hazardous Materials from entering into any storm or sewage drain system or from being released on the Premises. The Licensee shall remove releases of its Hazardous Materials in accordance with all laws. In addition to all other rights and remedies of the City hereunder, if the release of Hazardous Materials caused by the Licensee is not removed by the Licensee or the Licensee has not commenced removal within ninety (90) days after the Licensee’s receipt of written notice from the City or any other third party, the City may pay to have the same removed and the Licensee shall reimburse the City for such costs within thirty (30) days of the City’s demand for payment. 5.The City represents that it has no knowledge of any Hazardous Materials on or under the Premises or the Property. The Licensee will not introduce or use any such substance at the Premises in violation of any applicable law. 24 LICENSE AGREEMENT GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP D/B/A VERIZON WIRELESS The City shall indemnify and hold the Licensee harmless from and against all claims, actions, damages, fines, liabilities, costs and expenses (including attorneys’and expert fees) arising, directly or indirectly, from the deposit of any Hazardous Materials on or under the Property or the Premises, unless said materials were actually deposited on the Property or the Premises by the Licensee. This obligation to indemnify the Licensee shall include damages, costs and expenses incurred in connection with any investigation, cleanup, remediation, monitoring, removal or restoration related to the presence of any substance. This indemnity shall survive the expiration or termination this Agreement. The Licensee shall indemnify and hold harmless the City from and against all claims, actions, damage, fines, liabilities, costs and expenses (including attorneys’ and expert fees) arising, directly or indirectly, from the deposit by the Licensee of any Hazardous Materials on or under the Property or the Premises during the Term,unless said materials were actually deposited onto the Property or the Premises by the City; provided however, that this indemnity shall not apply to claims, actions, damages, fines, liabilities, costs and expenses, (including attorneys’ and expert fees) arising from acts or omissions by third parties. This obligation to indemnify by either Party shall include damage, costs and expenses incurred in connection with any investigation, cleanup, remediation, monitoring, removal or restoration related to the presence of any substance. This indemnity shall survive the expiration or termination of this Agreement. 6.Each Party’s obligations under this Clause shall survive the expiration or earlier termination of this Agreement. 30.ALL COVENANTS ARE CONDITIONS All provisions of the Agreement are expressly made conditions. 31.PARTIES OF INTEREST Nothing in this Agreement, expressed or implied, is intended to, or shall be construed to, confer upon or to give to any person or party other than the City and the Licensee the covenants, condition or stipulations hereof. All covenants, stipulations, promises and agreements in this Agreement shall be for the sole and exclusive benefit of the City and the Licensee. 32.INTERFERENCE The Licensee agrees to install equipment of the type and frequency which will not cause harmful interference which is measurable in accordance with then-existing industry standards to any equipment of the City or other licensees of the Property which existed on the Property prior to the date this Agreement is executed by the Parties. In the event any after-installed the Licensee’s 25 LICENSE AGREEMENT GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP D/B/A VERIZON WIRELESS equipment causes such interference, and after the City has notified the Licensee in writing of such interference, the Licensee will take all commercially reasonable steps necessary to correct and eliminate the interference, including but not limited to, at the Licensee’s option, powering down such equipment and later powering up such equipment for intermittent testing. In no event will the City be entitled to terminate this Agreement or relocate the equipment as long as the Licensee is making a good faith effort to remedy the interference issue. The City agrees that the City and/or any other licensees or tenants of the Property who in the future take an interest in the Property will be permitted to install only such equipment that is of the type and frequency which will not cause harmful interference which is measurable in accordance with then-existing industry standards to the then-existing equipment of the Licensee. The Parties acknowledge that there will not be an adequate remedy at law for noncompliance with the provisions of this Section and therefore, either Party shall have the right to equitable remedies, such as, without limitation, injunctive relief and specific performance. 5' Verizon Wireless • Proposed Base Station (Site No. 264599 “Louis and Colorado”) 1082 Colorado Avenue • Palo Alto, California T9RZ Page 1 of 4 Statement of Hammett & Edison, Inc., Consulting Engineers The firm of Hammett & Edison, Inc., Consulting Engineers, has been retained on behalf of Verizon Wireless, a personal wireless telecommunications carrier, to evaluate the base station (Site No. 264599 “Louis and Colorado”) proposed to be located at 1082 Colorado Avenue in Palo Alto, California, for compliance with appropriate guidelines limiting human exposure to radio frequency (“RF”) electromagnetic fields. Executive Summary Verizon proposes to install directional panel antennas on the existing tall PG&E lattice located at 1082 Colorado Avenue in Palo Alto. The proposed operation will, together with the existing base stations at the site, comply with the FCC guidelines limiting public exposure to RF energy. Prevailing Exposure Standards The U.S. Congress requires that the Federal Communications Commission (“FCC”) evaluate its actions for possible significant impact on the environment. A summary of the FCC’s exposure limits is shown in Figure 1. These limits apply for continuous exposures and are intended to provide a prudent margin of safety for all persons, regardless of age, gender, size, or health. The most restrictive FCC limit for exposures of unlimited duration to radio frequency energy for several personal wireless services are as follows: Wireless Service Frequency Band Occupational Limit Public Limit Microwave (Point-to-Point) 5–80 GHz 5.00 mW/cm2 1.00 mW/cm2 WiFi (and unlicensed uses) 2–6 5.00 1.00 BRS (Broadband Radio) 2,600 MHz 5.00 1.00 WCS (Wireless Communication) 2,300 5.00 1.00 AWS (Advanced Wireless) 2,100 5.00 1.00 PCS (Personal Communication) 1,950 5.00 1.00 Cellular 870 2.90 0.58 SMR (Specialized Mobile Radio) 855 2.85 0.57 700 MHz 700 2.40 0.48 [most restrictive frequency range] 30–300 1.00 0.20 Power line frequencies (60 Hz) are well below the applicable range of these standards, and there is considered to be no compounding effect from simultaneous exposure to power line and radio frequency fields. Verizon Wireless • Proposed Base Station (Site No. 264599 “Louis and Colorado”) 1082 Colorado Avenue • Palo Alto, California T9RZ Page 2 of 4 General Facility Requirements Base stations typically consist of two distinct parts: the electronic transceivers (also called “radios” or “channels”) that are connected to the traditional wired telephone lines, and the passive antennas that send the wireless signals created by the radios out to be received by individual subscriber units. The transceivers are often located at ground level and are connected to the antennas by coaxial cables. A small antenna for reception of GPS signals is also required, mounted with a clear view of the sky. Because of the short wavelength of the frequencies assigned by the FCC for wireless services, the antennas require line-of-sight paths for their signals to propagate well and so are installed at some height above ground. The antennas are designed to concentrate their energy toward the horizon, with very little energy wasted toward the sky or the ground. This means that it is generally not possible for exposure conditions to approach the maximum permissible exposure limits without being physically very near the antennas. Computer Modeling Method The FCC provides direction for determining compliance in its Office of Engineering and Technology Bulletin No. 65, “Evaluating Compliance with FCC-Specified Guidelines for Human Exposure to Radio Frequency Radiation,” dated August 1997. Figure 2 describes the calculation methodologies, reflecting the facts that a directional antenna’s radiation pattern is not fully formed at locations very close by (the “near-field” effect) and that at greater distances the power level from an energy source decreases with the square of the distance from it (the “inverse square law”). The conservative nature of this method for evaluating exposure conditions has been verified by numerous field tests. Site and Facility Description Based upon information provided by Verizon, including zoning drawings by Connell Design Group, LLC, dated June 16, 2015, it is proposed to install six Andrew Model SBNHH-1D65B directional panel antennas on top of the existing 102½-foot PG&E lattice tower sited west of the PG&E substation located at 1082 Colorado Avenue in Palo Alto. The antennas would be mounted at an effective height of about 99½ feet above ground, and would be oriented in pairs toward 120°T, 200°T, and 300°T. For the limited purposes of this study, it is assumed that the antennas would employ up to 7° downtilt and that the maximum effective radiated power in any direction would be 12,550 watts, representing simultaneous operation at 4,330 watts for AWS, 3,980 watts for PCS, 2,360 watts for cellular, and 1,880 watts for 700 MHz service. Presently located lower on the tower are similar antennas for use by AT&T, and located on another PG&E tower, about 240 feet to the south, are similar antennas for use by T-Mobile. For the limited purpose of this study, the transmitting facilities of those carriers are assumed to be as follows: Verizon Wireless • Proposed Base Station (Site No. 264599 “Louis and Colorado”) 1082 Colorado Avenue • Palo Alto, California T9RZ Page 3 of 4 Operator Service Maximum ERP Antenna Model Downtilt Height AT&T AWS 2,100 watts Andrew SBNH-1D6565A 1° 40½ ft PCS 5,300 Andrew SBNH-1D6565A 1 40½ Cellular 1,600 Andrew SBNH-1D6565A 3 40½ 700 MHz 1,000 Andrew SBNH-1D6565A 3 40½ T-Mobile AWS 4,400 Ericsson AIR21 2 47½ PCS 2,200 Ericsson AIR21 2 47½ 700 MHz 1,800 Andrew LNX-6514DS 2 47½ Study Results For a person anywhere at ground, the maximum RF exposure level due to the proposed Verizon operation by itself is calculated to be 0.0089 mW/cm2, which is 1.2% of the applicable public exposure limit. The maximum calculated cumulative level at ground, for the simultaneous operation of all three carriers, is 4.8% of the public exposure limit. The maximum calculated cumulative level at the second-floor elevation of any nearby residence* is 8.5% of the public exposure limit. It should be noted that these results include several “worst-case” assumptions and therefore are expected to overstate actual power density levels. No Recommended Mitigation Measures Due to their mounting locations and height, the Verizon antennas would not be accessible to unauthorized persons, and so no mitigation measures are necessary to comply with the FCC public exposure guidelines. It is presumed that PG&E already takes adequate precautions to ensure that there is no unauthorized access to its tower and that all personnel receive appropriate training to prevent exposures in excess of the occupational limit. Conclusion Based on the information and analysis above, it is the undersigned’s professional opinion that operation of the base station proposed by Verizon Wireless at 1082 Colorado Avenue in Palo Alto, California, will comply with the prevailing standards for limiting public exposure to radio frequency energy and, therefore, will not for this reason cause a significant impact on the environment. The highest calculated level in publicly accessible areas is much less than the prevailing standards allow for exposures of unlimited duration. This finding is consistent with measurements of actual exposure conditions taken at other operating base stations. * Located at least 30 feet away, based on photographs from Google Maps. Verizon Wireless • Proposed Base Station (Site No. 264599 “Louis and Colorado”) 1082 Colorado Avenue • Palo Alto, California T9RZ Page 4 of 4 Authorship The undersigned author of this statement is a qualified Professional Engineer, holding California Registration No. E-18063, which expires on June 30, 2017. This work has been carried out under his direction, and all statements are true and correct of his own knowledge except, where noted, when data has been supplied by others, which data he believes to be correct. Rajat Mathur, P.E. 707/996-5200 September 4, 2015 FCC Radio Frequency Protection Guide FCC Guidelines Figure 1 Frequency (MHz) 1000 100 10 1 0.1 0.1 1 10 100 103 104 105 Occupational Exposure Public Exposure PCS CellFM Po w e r De n s i t y (m W / c m 2) The U.S. Congress required (1996 Telecom Act) the Federal Communications Commission (“FCC”) to adopt a nationwide human exposure standard to ensure that its licensees do not, cumulatively, have a significant impact on the environment. The FCC adopted the limits from Report No. 86, “Biological Effects and Exposure Criteria for Radiofrequency Electromagnetic Fields,” published in 1986 by the Congressionally chartered National Council on Radiation Protection and Measurements (“NCRP”). Separate limits apply for occupational and public exposure conditions, with the latter limits generally five times more restrictive. The more recent standard, developed by the Institute of Electrical and Electronics Engineers and approved as American National Standard ANSI/IEEE C95.1-2006, “Safety Levels with Respect to Human Exposure to Radio Frequency Electromagnetic Fields, 3 kHz to 300 GHz,” includes similar limits. These limits apply for continuous exposures from all sources and are intended to provide a prudent margin of safety for all persons, regardless of age, gender, size, or health. As shown in the table and chart below, separate limits apply for occupational and public exposure conditions, with the latter limits (in italics and/or dashed) up to five times more restrictive: Frequency Electromagnetic Fields (f is frequency of emission in MHz) Applicable Range (MHz) Electric Field Strength (V/m) Magnetic Field Strength (A/m) Equivalent Far-Field Power Density (mW/cm2) 0.3 – 1.34 614 614 1.63 1.63 100 100 1.34 – 3.0 614 823.8/ f 1.63 2.19/ f 100 180/ f2 3.0 – 30 1842/ f 823.8/ f 4.89/ f 2.19/ f 900/ f2 180/ f2 30 – 300 61.4 27.5 0.163 0.0729 1.0 0.2 300 – 1,500 3.54 f 1.59 f f /106 f /238 f/300 f/1500 1,500 – 100,000 137 61.4 0.364 0.163 5.0 1.0 Higher levels are allowed for short periods of time, such that total exposure levels averaged over six or thirty minutes, for occupational or public settings, respectively, do not exceed the limits, and higher levels also are allowed for exposures to small areas, such that the spatially averaged levels do not exceed the limits. However, neither of these allowances is incorporated in the conservative calculation formulas in the FCC Office of Engineering and Technology Bulletin No. 65 (August 1997) for projecting field levels. Hammett & Edison has built those formulas into a proprietary program that calculates, at each location on an arbitrary rectangular grid, the total expected power density from any number of individual radio sources. The program allows for the description of buildings and uneven terrain, if required to obtain more accurate projections. RFR.CALC™ Calculation Methodology Assessment by Calculation of Compliance with FCC Exposure Guidelines Methodology Figure 2 The U.S. Congress required (1996 Telecom Act) the Federal Communications Commission (“FCC”) to adopt a nationwide human exposure standard to ensure that its licensees do not, cumulatively, have a significant impact on the environment. The maximum permissible exposure limits adopted by the FCC (see Figure 1) apply for continuous exposures from all sources and are intended to provide a prudent margin of safety for all persons, regardless of age, gender, size, or health. Higher levels are allowed for short periods of time, such that total exposure levels averaged over six or thirty minutes, for occupational or public settings, respectively, do not exceed the limits. Near Field. Prediction methods have been developed for the near field zone of panel (directional) and whip (omnidirectional) antennas, typical at wireless telecommunications base stations, as well as dish (aperture) antennas, typically used for microwave links. The antenna patterns are not fully formed in the near field at these antennas, and the FCC Office of Engineering and Technology Bulletin No. 65 (August 1997) gives suitable formulas for calculating power density within such zones. For a panel or whip antenna, power density S = 180 BW 0.1 Pnet D2 h , in mW/cm2, and for an aperture antenna, maximum power density Smax = 0.1  16    Pnet   h2 , in mW/cm2, where BW = half-power beamwidth of the antenna, in degrees, and Pnet = net power input to the antenna, in watts, D= distance from antenna, in meters, h= aperture height of the antenna, in meters, and = aperture efficiency (unitless, typically 0.5-0.8). The factor of 0.1 in the numerators converts to the desired units of power density. Far Field. OET-65 gives this formula for calculating power density in the far field of an individual RF source: power density S = 2.56 1.64 100 RFF2 ERP 4 D2 , in mW/cm2, where ERP = total ERP (all polarizations), in kilowatts, RFF = relative field factor at the direction to the actual point of calculation, and D= distance from the center of radiation to the point of calculation, in meters. The factor of 2.56 accounts for the increase in power density due to ground reflection, assuming a reflection coefficient of 1.6 (1.6 x 1.6 = 2.56). The factor of 1.64 is the gain of a half-wave dipole relative to an isotropic radiator. The factor of 100 in the numerator converts to the desired units of power density. This formula has been built into a proprietary program that calculates, at each location on an arbitrary rectangular grid, the total expected power density from any number of individual radiation sources. The program also allows for the description of uneven terrain in the vicinity, to obtain more accurate projections.