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HomeMy WebLinkAboutStaff report 13513Number APN Street Name Full Address Owner Name Williamson Act Land Ownership Zoning Acreage after Deducting Homesite Exclusion Homesite Exclusion Land Class Contract Start Date Contract Status Assessed Land Value 20211 (Assessed Information as of 6/30/2021) Assessed Land Value 20201 (Assessed Information as of 6/30/2020) Assessed Land Value 20191 8 182-33-0143 Arastradero Rd 1525 Arastrader o Rd City of Palo Alto City of Palo Alto Land PF 11.42 No acreage deducted Prime Unknown Unchanged; contract will continue for at least another 10 years. $0 $0 $0 9 182-35-008 Alexis Dr Alexis Dr Palo Alto Hills Golf and Country Club, Inc. Private Ownership OS 5.52 No acreage deducted Prime 5/1/1973 Unchanged; contract will continue for at least another 10 years. $56,600 $56,020 $54,992 10 182-35-035 Alexis Dr 3000 Alexis Dr Palo Alto Hills Golf and Country Club, Inc. Private Ownership OS 119.92 No acreage deducted Prime 5/1/1973 Unchanged; contract will continue for at least another 10 years. $1,559,988 $1,543,993 $1,513,719 11 351-05-024 Page Mill Rd 3845 Page Mill Rd Judith A. Block Trustee Private Ownership OS 7.72 One acre deducted for homesite Non Prime 2/16/1976 Unchanged; contract will continue for at least another 10 years. $57,145 $56,535 $55,410 12 351-05-042 Page Mill Rd 3837 Page Mill Rd David P. and Cynthia Lautzenheiser Trustee Private Ownership OS 9.00 One acre deducted for homesite Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $434,050 $429,571 $421,128 13 351-05-043 Page Mill Rd No Street Number Richard D. Guhse Trustee Private Ownership OS 19.01 No acreage deducted Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $1,411 $1,333 $1,263 14 351-05-044 Page Mill Rd 3905 Page Mill Rd Michael R. Lowry Private Ownership OS 5.43 One acre deducted for homesite Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $198,854 $196,815 $192,956 15 351-05-045 Page Mill Rd 3895 Page Mill Rd Marc and Lesley Wilkinson Private Ownership OS 9.00 One acre deducted for homesite Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $1,137,647 $1,125,982 $1,103,904 Page 2 of 4 9.a Packet Pg. 146 Number APN Street Name Full Address Owner Name Williamson Act Land Ownership Zoning Acreage after Deducting Homesite Exclusion Homesite Exclusion Land Class Contract Start Date Contract Status Assessed Land Value 20211 (Assessed Information as of 6/30/2021) Assessed Land Value 20201 (Assessed Information as of 6/30/2020) Assessed Land Value 20191 16 351-05-046 Page Mill Rd 3885 Page Mill Rd William W. and Sharon T. Luciw Trustee Private Ownership OS 7.45 One acre deducted for homesite Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $1,136,471 $1,124,795 $1,102,725 17 351-05-047 Page Mill Rd 3875 Page Mill Rd Richard D. Kniss Trustee & Et Al Private Ownership OS 10.00 No acreage deducted Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $705 $666 $631 18 351-05-048 Page Mill Rd 3865 Page Mill Rd Grace Carland Trustee Private Ownership OS 9.00 One acre deducted for homesite Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $39,306 $38,875 $38,094 19 351-05-049 Page Mill Rd 3855 Page Mill Rd Patrick K. Suppes Private Ownership OS 10.00 No acreage deducted Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $566,399 $560,592 $549,600 20 351-12-062 Skyline Blvd 5061 Skyline Blvd Rogers Noah Private Ownership OS 10.39 No acerage deducted Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $223,058 $220,735 $216,175 21 351-12-063 Skyline Blvd 5065 Skyline Blvd Robert Schulte Trustee Et al Private Ownership OS 11.35 One acre deducted for homesite Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $523,314 $517,949 $507,794 22 351-12-066 Skyline Blvd 2287 Skyline Blvd Robert Schulte Trustee Et al Private Ownership OS -0.76 No acreage deducted Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $30 $28 $27 23 351-25-015 Page Mill Rd 4201 Page Mill Rd Bruce A Leak Private Ownership OS 10.31 One acre deducted for homesite Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $1,740,820 $1,722,842 $1,688,974 Page 3 of 4 9.a Packet Pg. 147 Number APN Street Name Full Address Owner Name Williamson Act Land Ownership Zoning Acreage after Deducting Homesite Exclusion Homesite Exclusion Land Class Contract Start Date Contract Status Assessed Land Value 20211 (Assessed Information as of 6/30/2021) Assessed Land Value 20201 (Assessed Information as of 6/30/2020) Assessed Land Value 20191 24 351-12-006 Skyline Blvd 1405 Skyline Blvd Midpeninsula Regional Open Space District Midpeninsula Regional Open Space District OS 138.59 Non Prime 2/26/1973 Contract Terminates 12/31/24 25 351-05-050 Page Mill Rd 3849 Page Mill Rd Jeffrey A. and Mary L. Thomas Private Ownership OS 10 Non Prime 2/7/1977 Contract Terminates 12/31/26 Source: City of Palo Alto, Williamson Act Parcel Database 2021. Note 1 Note 2 Note 3 List of Parcels undergoing Non-Renewal Process Santa Clara County Assessors Office, Website:https://www.sccassessor.org/index.php/online-services/property-search/real-property The City of Palo Alto leases this land for public use; however, it is privately owned. Value not assessed because land is owned by public agency. Page 4 of 4 9.a Packet Pg. 148 Arastradero Lake Felt Lake Boronda Lake 351-12-006 351-05-050 HeritagePark Foothills Park Los Trancos Open Space Preserve Monte Bello Open Space Preserve Upper Stevens Creek Canyon County Park Skyline Ridge Open Space Preserve Long Ridge Open SP Russian Ridge Open Space Preserve Coal Creek Open Space Preserve Jasper Ridge Biological Preserve Rancho San Antonio Open Space Preserve Palo Alto Baylands Nature Preserve Foothill Open Space Preserve Arastradero Preserve Cameron Park Weisshaar Park Mayflield Park Peers Park El Palo Alto Park Lytton Plaza CogswellPlaza Scott Park Kellogg Park Bol Park Rinconada Park Bowden Park Johnson Park Eleanor Pardee Park Boulware Park Terman Park Robles Park Monroe Park Mitchell Park D Jesus Ramos Park Hoover Park Greer Park Baylands Atheletic Byxbee Park Bowling Green Henry Seale Park Sarah Wallis Park Werry Park Juana Briones Park Esther Clark Park WilliamsPark Stanford/Palo Alto Community Playing Fields San Antonio Rd 280 B o ule v ard Alameda de las Pulgas Sa nd Hi l l R o a d 2 8 0 Junipe r o Serra Boulevard P a ge Mi l l Road Ar a s t ra d er o R o ad El Cami n o R e a l San Antonio Avenue Cha r l e s t o n R o a d G 5 M o n t e B e l l o R o ad MoodyRoad A l t a m on t Roa d Oregon Expr e ssway Middlefie l d R oad Univers 1 0 1 Al m a Street l A l p i n e R o a d Foothill Expre s s w a y H i g h w a y 2 8 0 Lo s Trancos Road Hi llvi e w East Bayshore W est Bayshore Fabian El M onte R oad Sand Hill Road Road MillPage Skyline Emb a rc a der o R o a d StanfordUniversity Park Mountain View Los AltosLos Altos Hills Santa Clara County San Mateo County Portola Valley El Camino Park This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend Williamson Act Parcels Under Contract for 2021 Parcels with Non Renewal Notices Approved 0'7000' Williamson Act Parcels 2021 CITY O F PALO A L TO IN C O R P O RATE D C ALIFOR N IA P a l o A l t oT h e C i t y o f A P RIL 16 1894 The City of Palo Alto assumes no responsibility for any errors ©1989 to 2016 City of Palo Alto ATTACHMENT B 9.b Packet Pg. 149 City of Palo Alto (ID # 12397) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/18/2021 City of Palo Alto Page 1 Title: Approval of Fiscal Year 2021 Reappropriation Requests to be Carried Forward Into Fiscal Year 2022 and Budget Amendments in Various Funds From: City Manager Lead Department: Administrative Services Recommendation Staff recommends that the City Council amend the Fiscal Year 2022 Budget Appropriation Ordinance for various funds as identified in Attachment A, and various capital projects as identified in Attachment B and Attachment C (requires a supermajority approval). Background As a part of the fiscal year-end process, staff reviews the City’s unencumbered and unspent appropriations of the fiscal year just ended, along with the City’s spending plans. Encumbered amounts are those subject to the legal claims of other parties due to contractual obligations (for example, commitments made through purchase orders), which are carried forward from one fiscal year to the next. Each year there are a small number of important projects which staff was not able to complete or encumber funds. The reappropriation process allows staff to bring forward funding recommendations to City Council to continue these projects into the next fiscal year. On September 22, 2014, the City Council approved a recommendation to amend Chapter 2.28, Section 2.28.090 of the Municipal Code, reducing the previous two-step reappropriations process (preliminary and final reappropriation authorization) to one step as long as the Administrative Services Department (ASD) Director/Chief Financial Officer (CFO) certifies that sufficient unencumbered and unexpended funds are available in the Fiscal Year that just ended to be carried forward to the subsequent Fiscal Year. Additionally, the City Council amended the Municipal Code to eliminate the provision allowing for the automatic reappropriation of capital project funds. However, capital projects may still be delayed or deferred for various reasons. Therefore, there remains a need to reappropriate funds for capital projects in some instances. This reappropriation is completed through a review of the status of projects as part of the annual budget process and built into the annual adopted budget. Now that Fiscal Year 2021 has closed and staff has processed necessary accounting transactions, unexpended and unencumbered funds for each capital project have been 10 Packet Pg. 150 City of Palo Alto Page 2 reviewed one final time. Based on that review, staff recommends capital dollars remaining for some projects in various funds through Fiscal Year 2021 are reappropriated to Fiscal Year 2022. Also, as part of this review, staff realized that for some projects too much funding was recommended for reappropriation as additional expenditures occurred in Fiscal Year 2021. Therefore, this staff report also recommends reversing a portion of previously authorized reappropriations. In a few capital projects, more funding was spent in FY 2021 than was recommended for reappropriation. In these projects, staff is recommending technical clean-up actions to reduce the funds appropriated in FY 2022 to increase the funding appropriated in FY 2021 while maintaining the overall total project budget. Discussion Attachment A identifies those operating budget requests that staff recommends for approval, while Attachment B lists recommended capital project requests. Attachment C includes the recommended technical clean-up items for a few capital projects. With the submission of this report for City Council consideration, the ASD Director/CFO certifies sufficient unencumbered and unexpended funds are available from Fiscal Year 2021 to be reappropriated to Fiscal Year 2022. This report is being brough prior to the preliminary Q1 financial status updated scheduled to be considered by the full Council on October 25th in order to support the continuity of business for these ongoing projects and initiatives. Adjustments to FY 2022 budget, even as recommended to be revised in this report, and a report out on the preliminary FY 2021 year end result will be included in the October 25th preliminary Q1 FY 2022 agenda item. Operating Budget Reappropriations The projects recommended for budget reappropriations are outlined in more detail in Attachment A and can generally be grouped into the following categories: • Funding for Citywide Council Priorities and Recovery: Items in this category are related to citywide priority and recovery needs previously identified by the Council that could not be completed in FY 2021 and funding is recommended to be reappropriated to FY 2022 to complete the work. Examples of projects in this category include: Litigation Settlement ($1.25 million), Other Post-Employment Benefits (OPEB) Payment to Trust Fund ($1.4 million), COVID-19 Recovery ($0.9 million), Transition Reserve ($0.8 million), Rent Forgiveness Program ($0.7 million), and Advancing Racial Equity ($0.5 million). A number of these initiatives were delayed due the continued shelter-in-place orders beyond initial estimated timeframes changing the reactivation efforts to being in summer 2021. • Timing and Workload Delays: Projects in this category were delayed due to competing workload demands, appropriation of funds late in the fiscal year, or other unanticipated delays, including COVID-19 and related impacts. Examples of projects in this category include: Low Carbon Fuel Standard (LCFS) Program ($1.2 million), Fiber Community Engagement ($0.2 million), Urban Forest Master Plan (LiDAR) data and analysis ($0.1 10 Packet Pg. 151 City of Palo Alto Page 3 million), Sustainability and Climate Action Plan (S/CAP) Affordability Study and Electrification Modeling ($0.1 million), Stormdrain Pump Rehabilitation ($0.1 million), Elwell Court Office Improvements ($0.1 million), and the Foothills Park Ticket Machine ($20,000). • Multi-year Funding Agreements: Projects in this category include approved donations, grants, loans, and other funding agreements that are anticipated to continue in the coming year. Examples in this category include: Alta Housing (formerly Palo Alto Housing Corporation) Loan for Affordable Housing at Wilton Court ($1.8 million), Direct Cost Recovery Projects in the Planning and Development Services Department ($0.4 million), Gas Heat Pump Retrofit Pilot Program ($0.3 million), Various Grants for the Community Service and Library Departments ($0.1 million), and the SB2 Grant to streamline affordable housing ($0.1 million). • Human Services Resource Allocation Process (HSRAP) Reserve: As part of the FY 2015 Adopted Budget, the City Council established a one-time reserve of $50,000 for HSRAP funding requests. In FY 2019, $10,000 was allocated to Heart and Home Collaborative, a non-profit organization that provides shelter and services to unhoused women in Palo Alto. No additional funds were allocated from this reserve in FY 2021, so the remaining balance of $40,000 is recommended to be reappropriated to FY 2022. • Think Fund Teen Services Programs (formerly Bryant Street Garage Teen Program): In 2001, the City Council voted to lease out a garage property located at 455 Bryant Street. Since this site was formerly the location of the Bryant Street Teen Center, a stipulation in the lease required that seventy five percent of the rental revenues would be used to fund programs specifically for Palo Alto youth and teens. In prior years, Staff has returned to the Policy and Services Committee and City Council for guidance on community engagement and potential uses of this funding (CMR 4776, CMR 8887). Teen Services programs include but are not limited to: Think Fund grants, ClickPA website, Teen Arts Council, MakeX, Art Center, Think Fund Gala, and the Buoyancy Teen Festival. The unspent balance of $0.2 million is recommended to be reappropriated to FY 2022 to ensure resources are available to continue providing quality teen services to the community and develop a long‐term approach to maintain delivery of these services. • Management Training Program: The Management Training Program provides $1,000 per eligible employee under the terms outlined in the MGMT and PAPMA labor agreements. The purpose of this program is to provide employees with resources to improve and supplement their job and professional skills. In total, $0.3 million in unused funding is requested to be reappropriated to FY 2022 for various training programs, including: ethics, civics and citizen engagement, leadership and management, budget, finance, procurement, interpersonal communication, presentation skills, business writing, time management, project management, change management, online based education, and safety & security. 10 Packet Pg. 152 City of Palo Alto Page 4 Capital Budget Reappropriations As discussed in the Background section of this report, starting with the Fiscal Year 2016 capital budget, all capital project reappropriations require City Council approval. The FY 2022 Adopted Budget included $76.6 million in reappropriated expenditure funds, partially offset by $35.7 million in reappropriated revenue, across all City funds based on estimates of anticipated spending and revenue collections in FY 2021. Since the adoption of the capital budget, some adjustments and refinements to project reappropriations are required since FY 2021 year-end actuals and projects costs have been updated to reflect actual experience. These primarily reflect either increases or decreases to assumed reappropriations in the FY 2022 Adopted Budget: • Additional reappropriations are recommended when project expenditures originally anticipated to occur before the end of FY 2021 will now instead occur in FY 2022. Similarly, revenue anticipated to be collected in FY 2021 will be reappropriated to FY 2022 to align with actual collections. • Downward adjustments to reappropriations are recommended when expenses are no longer anticipated to occur in FY 2022 and funding was previously reappropriated in the budget document to FY 2022. If expenses were realized in FY 2021, an adjustment to reduce the budgeted reappropriation is needed as the activity no longer needs funding in FY 2022. The downward reappropriation of revenue is treated similarly; an adjustment to reduce the reappropriated revenue is needed to align collections in the appropriate fiscal year. Table 1 summarizes the recommended net adjustments as detailed in Attachment B. These Fiscal Year 2021 adjustment amounts represent the final step in the City Council-approved change to the reappropriation process. There are sufficient expenditure savings in Fiscal Year 2021 to support all recommended adjustments. It should be noted the revised process and active review of all project reappropriations results in a reduced level of reappropriated funding from one year to the next, compared to the process of automatically reappropriating unspent capital funding, and better reflects the needs of the various capital projects and of the overall program. Table 1: Year-End Capital Project Reappropriation Summary – By Fund Fund Number of Projects Recommended Revenue Reappropriation Adjustment Recommended Expense Reappropriation Adjustment Capital Improvement Fund 54 $14,427,825 $46,556,468 Cubberley Infrastructure Fund 3 $0 $1,025,808 10 Packet Pg. 153 City of Palo Alto Page 5 Airport Fund 2 $11,430,390 $517,735 Electric Fund 18 $0 $8,559,958 Gas Fund 1 $0 $376,919 Stormwater Management Fund 3 $0 $3,476,319 Wastewater Collection Fund 3 $0 $708,945 Wastewater Treatment Fund 6 $28,638,308 $17,572,480 Water Fund 4 $0 $4,410,284 Technology Fund 4 $0 $1,074,894 Vehicle Replacement and Maintenance Fund 3 $0 $1,826,364 Total All Funds 101 $54,496,523 $86,106,174 Technical Clean-up Actions As detailed in Attachment C, the Charleston/Arastradero Corridor (PE-13011) and Street Maintenance (PE-86070) projects were overspent in the Capital Improvement Fund in FY 2021 by a total of $4,400,814. In order to fund the overage for these projects in FY 2021, staff is recommending a technical clean-up action to reduce the funds appropriated in FY 2022 in order to shift the funding back into FY 2021 for $3,171,040 in PE-13011 and $1,229,774 in PE-86070. A corresponding adjustment will be done in FY 2021 as part of the FY 2021 Year-End clean-up process, currently scheduled for review by the Finance Committee in November 2021. This will align the budget by year with the actual expenses by year. Resource Impact All projects, programs and corresponding funding contained within this report were previously approved by the City Council for FY 2021, this report simply realigns funding between fiscal years to align with the status of projects and programs. The ASD Director/CFO certified that sufficient funds exist for the recommended Fiscal Year 2021 Operating Budget adjustments (Attachment A), and Capital Budget adjustments (Attachment B and Attachment C). For Operating reappropriations, staff recommends expense reappropriations of $5.5 million in the General Fund, $1.8 million in Special Revenue Funds, $2.0 million in Enterprise Funds, and $1.5 million in Internal Service Funds. Additionally, staff recommends revenue reappropriations of $0.9 million in the General Fund and $0.2 million in Enterprise Funds. For capital projects, in addition to the amounts reappropriated as part of the FY 2022 Adopted Capital Budget, staff recommends $3.8 million in expenses be reappropriated to FY 2022 in the Capital Improvement Funds, offset by $1.7 million in revenue reappropriations. Also recommended is $5.6 million in additional expenses reappropriated in various Enterprise Funds, offset by $17.2 million in revenues (due to timing of anticipated reimbursements from federal grants in the Airport Fund), and a net reduction of $0.9 million in expenditures in the Internal Service Funds. The cumulative reappropriation, including amounts approved in the FY 2022 Adopted Capital Budget, will be $47.6 million in expenses, partially offset by $14.4 million in revenue in the Capital Improvement Fund projects; $35.6 million in expenses, partially offset by 10 Packet Pg. 154 City of Palo Alto Page 6 $40.1 million in revenue in the Enterprise Fund projects; and $2.9 million in expenses, in the Internal Service Fund projects. The results of the reappropriations and technical clean-up actions will have a net zero impact to the total projects’ budgets over the life of the projects. Policy Implications This recommendation is consistent with adopted Council policy. Stakeholder Engagement Review and reconciliation of the funding available for both the Operating reappropriations and the reappropriations for individual Capital projects was coordinated between ASD divisions of the Office of Management and Budget and Accounting as well as with the impacted departments. Environmental Review The action recommended is not a project for the purposes of the California Environmental Quality Act. Attachments: • Attachment10.a: Attachment A: FY21 to FY22 Reappropriation Requests_Operating • Attachment10.b: Attachment B: FY21 to FY22 Reappropriation Requests_Capital • Attachment10.c: Attachment C: Technical Clean-up Actions 10 Packet Pg. 155 FY 2021 TO FY 2022 OPERATING BUDGET REAPPROPRIATIONS ATTACHMENT A Fund Name Department Title Description Recommended Revenue Appropriation Recommended Expense Appropriation General Fund Community Services Art Center Ceramics Studio Bequest This action reappropriates a bequest from the Sherrie Innis Estate. On June 19, 2017, the City Council approved a bequest of $54,350 from the Sherrie Innis Estate to maintain and upgrade the ceramic studio at the Palo Alto Art Center (CMR 8187). The ceramics studio maintains kilns, wheels, and several other large pieces of equipment that will need repair or replacement in the near future. The program does not have funding appropriated for major repairs and replacements and uses the bequest for these needs. At the close of FY 2021, $30,000 remained unspent and is recommended to be reappropriated for repair and replacement needs in FY 2022. $ - $ 30,000 General Fund Community Services Bryant Street Garage Revenue for Teen Services This action reappropriates funds for teen services from revenue generated by the rental of the Bryant Street Garage. In 2001, the City Council voted to lease out a garage property located at 455 Bryant Street. Since this site was formerly the location of the Bryant Street Teen Center, a stipulation in the lease required that seventy five percent of the rental revenues would be used to fund programs specifically for Palo Alto youth and teens. In prior years, Staff has returned to the Policy and Services Committee and City Council for guidance on community engagement and potential uses of this funding (CMR 4776, CMR 8887). Teen services programs include but are not limited to: Think Fund grants, ClickPA website, Teen Arts Council, MakeX, Art Center, Think Fund Gala and the Buoyancy Teen Festival. This action will reappropriate $201,000, the remaining value, to ensure resources are available to continue providing quality teen services to the community and develop a long‐term approach to maintain delivery of these services. $ - $ 201,000 General Fund Community Services Foothills Park Ticket Machine This action reappropriates $20,000 for the purchase and installation of an automated ticket sales machine at Foothills Park. This funding was initially appropriated in the FY 2021 Midyear Budget Review (CMR 11872). The machine was not able to be purchased in FY 2021, therefore the funding is recommended to be reappropriated. This will allow collection of entry fees full-time. $ - $ 20,000 Page 1 of 8 10.a Packet Pg. 156 FY 2021 TO FY 2022 OPERATING BUDGET REAPPROPRIATIONS ATTACHMENT A Fund Name Department Title Description Recommended Revenue Appropriation Recommended Expense Appropriation General Fund Community Services Institute of Museum and Library Services (IMLS) Cares Grant This action reappropriates grant revenue and expense received by the Library and Community Services Departments from the federal IMLS Coronavirus Aid, Relief, and Economic Security (CARES) Grant program. As part of the nation’s response to the pandemic through the CARES Act, IMLS funded direct grants to respond quickly, efficiently, and with significant impact to the national emergency. The goal of this grant program is to support the role of museums and libraries in responding to the coronavirus pandemic in ways that meet the immediate and future COVID-19 needs of the communities and audiences they serve. The CARES Act provided funds to the IMLS “to prevent, prepare for, and respond to coronavirus…to expand digital network access, purchase internet accessible devices, and provide technical support services” for the benefit of communities impacted by the public health emergency. On October 19, 2020 City Council approved the recognition of this grant of $128,286 (CMR 11676). Work on the grant programming was delayed and will continue into FY 2022 so remaining expenses and revenues are recommended to be reappropriated. $ 59,300 $ 59,300 General Fund Library IMLS Cares Grant This action reappropriates grant revenue and expense received by the Library and Community Services Departments from the federal IMLS Coronavirus Aid, Relief, and Economic Security (CARES) Grant program. As part of the nation’s response to the pandemic through the CARES Act, IMLS funded direct grants to respond quickly, efficiently, and with significant impact to the national emergency. The goal of this grant program is to support the role of museums and libraries in responding to the coronavirus pandemic in ways that meet the immediate and future COVID-19 needs of the communities and audiences they serve. The CARES Act provided funds to the IMLS “to prevent, prepare for, and respond to coronavirus…to expand digital network access, purchase internet accessible devices, and provide technical support services” for the benefit of communities impacted by the public health emergency. On October 19, 2020 City Council approved the recognition of this grant of $128,286 (CMR 11676). Work on the grant programming was delayed and will continue into FY 2022 so remaining expenses and revenues are recommended to be reappropriated. $ 14,500 $ 14,500 General Fund Library PLP Grant and CopyCat Grant This action reappropriates remaining revenue and expense from two grants awarded in FY 2021, the California State Library's Library Services and Technology Act (LSTA) CopyCat grant and the Pacific Library Partnership's (PLP) Innovation and Technology Opportunity grant. On February 22, 2021 City Council approved the recognition of these grants (CMR 11872). Work on the grants programming was delayed and will continue into FY 2022 so remaining expenses and revenues are recommended to be reappropriated. $ 10,000 $ 20,000 Page 2 of 8 10.a Packet Pg. 157 FY 2021 TO FY 2022 OPERATING BUDGET REAPPROPRIATIONS ATTACHMENT A Fund Name Department Title Description Recommended Revenue Appropriation Recommended Expense Appropriation General Fund Non-Departmental Human Services Resource Allocation Program (HSRAP) Reserve This action reappropriates the remaining balance in the Human Services Resource Allocation Program (HSRAP) Reserve. As part of the FY 2015 Adopted Budget, the City Council established a one‐time reserve of $50,000 for HSRAP funding requests. In FY 2019, $10,000 was allocated to Heart and Home Collaborative, a non‐profit organization that provides shelter and services to unhoused women in Palo Alto. The remaining balance of $40,000 is recommended to be reappropriated to FY 2022 for future HSRAP use. $ - $ 40,000 General Fund Non-Departmental Management Development Funds This action reappropriates funding for management training and professional development. The Management Training Program provides $1,000 per eligible employee under the terms outlined in the labor agreements with the Management and Professional group and the Palo Alto Police Management Association. The purpose of this program is to provide employees with resources to improve and supplement their job and professional skills. This action is recommended for the continuation of the program and will include the following training programs: ethics, civics and citizen engagement, leadership and management, budget, finance, procurement, interpersonal communication, presentation skills, business writing, time management, project management, change management, online-based education, and safety & security. $ - $ 287,000 General Fund Non-Departmental Advancing Racial Equity An allocation of $500,000 for the advancement of racial equity was approved in FY 2020 (CMR 11328). In light of the national and local racial equity movement, this funding was set aside to help fund a resolution and associated workplan to address system inequities. Since the workplan was not completed in FY 2021, these funds are recommended to be reappropriated to FY 2022 to support initiatives related to advancing racial equity, as directed by the City Council. $ - $ 500,000 General Fund Non-Departmental Rent Forgiveness Program This action reappropriates funding for the rent forgiveness program that Council approved on June 7, 2021 (CMR 12234) to forgive three months of rent for active non-profit tenants. As mentioned in CMR 12234, Staff was not able to evaluate all applications from tenants to determine eligibility before the end of FY 2021, so this funding is recommended to be reappropriated to FY 2022 in order to complete the evaluation and complete the program. $ - $ 744,000 Page 3 of 8 10.a Packet Pg. 158 FY 2021 TO FY 2022 OPERATING BUDGET REAPPROPRIATIONS ATTACHMENT A Fund Name Department Title Description Recommended Revenue Appropriation Recommended Expense Appropriation General Fund Non-Departmental COVID-19 Recovery This action reappropriates $850,000 of COVID-19 Recovery Funds to continue COVID-19 recovery related work in FY 2022. This total amount is comprised of remaining funding set-aside for three separate activities: $400,000 for Contact Tracing; $275,000 for Workplace Restoration; and $175,000 for Business and Communications Support. The City remained in reductive modes longer than originally anticipated and expenses for COVID- 19 Recovery activities were not fully spent in FY 2021. With the Governor's June 15th reopening and the City's continued reactivation of the workplace, these funds are anticipated to be needed in FY 2022 to support reopening efforts and economic recovery through the continually evolving pandemic. $ - $ 850,000 General Fund Non-Departmental Reserve: Transition Costs This action reappropriates $0.8 million to address one-time funding needs for the transition and implementation of various service delivery changes approved in both the FY 2021 and FY 2022 operating budgets. A number of costs related to recruitment and changes in service delivery are likely to incur one-time transition costs. These funds will assist in aiding these transitions and could be allocated as part of the quarterly budget reviews in FY 2022. $ - $ 845,000 General Fund Non-Departmental Litigation Settlement (Staats Case)This action reappropriates $1.3 million for a litigation settlement related to the Staats Case. This funding was set aside in FY 2021 as a litigation reserve to proactively plan for a potential dispute resolution as the Staats case was still under review. Now that the case has been settled, this funding is recommended to be reappropriated to FY 2022 to fund various costs related to the settlement. $ - $ 1,250,000 General Fund Planning and Development Services Direct Cost Recovery Project: 3225 El Camino Real This action reappropriates remaining revenue and expense related to the deposit based cost recovery project at 3225 El Camino Real. This is a fully cost recoverable project that is tracked separately using deposit accounts. The funds do not comingle with other contract service budgets and funds are only accessible for this purpose. This is a cost-neutral action for a specific cost recovery project. All costs will be reimbursed by the applicant. $ 76,800 $ 72,500 Page 4 of 8 10.a Packet Pg. 159 FY 2021 TO FY 2022 OPERATING BUDGET REAPPROPRIATIONS ATTACHMENT A Fund Name Department Title Description Recommended Revenue Appropriation Recommended Expense Appropriation General Fund Planning and Development Services Direct Cost Recovery Projects This action reappropriates remaining revenue and expense related to various deposit-based direct cost recovery projects. These are fully cost recoverable and are tracked separately using deposit accounts. The funds do not comingle with other contract service budgets and funds are only accessible for this purpose. This is a cost neutral action. On November 9, 2020 the City Council approved $500,000 in contract services funding to support consultant services and a corresponding increase of $500,000 to the revenue budget, resulting in a net zero impact to the General Fund. These contracts are paid by deposit based fees and the applicant is invoiced or refunded when the entire cost of the project is finalized. Annually the City receives about fifty direct cost recovery projects per year. These projects vary from single family dwellings, to mixed use projects, to new hotels being developed in Palo Alto. $ 370,300 $ 370,300 General Fund Planning and Development Services SB2 Grant This action reappropriates remaining reimbursable grant revenue and expense funding from the California Department of Housing and Community Development (HCD) to implement process improvements that accelerate housing production and streamline affordable housing approvals. $ 310,000 $ 79,800 General Fund Public Works Urban Forest Master Plan (LiDAR)This action reappropriates $144,000 for project planning and implementation in Tree Administration for data and analysis related to the Urban Forest Master Plan (UFMP). The City is currently entering year 7 of the 12-year implementation of the UFMP. Urban Forestry initially planned to utilize the IT Department's ESRI vendor pool contract to create a Canopy Cover Tool for the UFMP; however, due to procurement delays and COVID- 19 impacts, work on the tool did not begin until mid-FY 2021. This data and analysis is essential to complete several components of the UFMP including: risk analysis for electric lines; parking lot shade analysis; species composition and other tree attributes on private property; and inventory data migration into GIS. $ - $ 144,000 840,900$ 5,527,400$ Total General Fund Reappropriation Page 5 of 8 10.a Packet Pg. 160 FY 2021 TO FY 2022 OPERATING BUDGET REAPPROPRIATIONS ATTACHMENT A Fund Name Department Title Description Recommended Revenue Appropriation Recommended Expense Appropriation Housing In-Lieu Fund: Commercial/ Residential Housing Impact Fund Planning and Development Services Alta Housing Affordable Housing Loan Agreement: 3705 El Camino Real (Wilton Court) This action reappropriates funding for an agreement with Alta Housing (formerly the Palo Alto Housing Corporation (PAHC)) to develop and construct a 100 percent affordable housing project at 3705 El Camino Real (Wilton Court). In total, $20.5 million in City contributions have been appropriated for this project. The City Council approved the initial contribution of $10.0 million at the June 3, 2019 meeting (CMR 10143); $1.0 million from the Residential Housing Fund, and $9.0 million from the Commercial Housing Fund. The City Council approved an additional contribution of $10.5 million at the January 13, 2020 meeting (CMR 10928); $7.2 million from the Residential Housing Fund, $2.7 million from the Commercial Housing Fund, and $0.6 million from the Residential Housing Impact Fund. At the close of FY 2021, approximately $1.8 million of funding remains ($1.2 million in the Commercial Housing fund and $0.6 million in the Residential Housing Fund), which is recommended to be reappropriated to continue the project in FY 2022. $ - $ 1,767,000 -$ 1,767,000$ Total Special Revenue Fund Reappropriation Page 6 of 8 10.a Packet Pg. 161 FY 2021 TO FY 2022 OPERATING BUDGET REAPPROPRIATIONS ATTACHMENT A Fund Name Department Title Description Recommended Revenue Appropriation Recommended Expense Appropriation Utilities Administration Fund Utilities Elwell Court Office Improvements This action reappropriates $70,000 to cover the renovation and associated moving costs for the Elwell Court Office renovations. Funding for this project was previously reappropriated into FY 2021; however, the project was delayed due to the lease renewal process and COVID-19. The lease agreement was approved by Council on June 21, 2021 (CMR 12247) and renovations are scheduled to begin Fall 2021. As part of the terms of the lease renewals, the landlord agreed to cover up to $250,000 in tenant improvements, reducing the City's costs to $70,000. $ - $ 70,000 Electric Fund/ Gas Fund/ Water Fund Utilities S/CAP Utility Affordability Study and Electrification Modeling This action reappropriates $132,700 in the Electric ($53,500), Gas ($53,500), and Water ($25,700) funds for two projects: 1) utility affordability study; and 2) modeling related to electrification emissions reductions necessary as part of the S/CAP analysis conducted June 2020 through February 2021. The utility affordability study is a precursor to evaluating the impact of electrification incentives and will also support other utility rate analysis. The S/CAP electrification emissions models need to be configured to support this study. Funding was designated in the FY 2021 utilities budget to complete this project in the summer of 2021, but staff was unable to put a contract in place before June 30. This action ensures sufficient funding to award a contract in FY 2022. S/CAP is Council priority #4. (Climate Change – Protection and Adaptation) and these projects are necessary to address the April 19, 2021 Council direction on S/CAP, specifically B.ix. of the Council motion for Item 7 of the April 19 agenda to, “Evaluate income qualified incentives to support low‐income households.” $ - $ 132,700 Electric Fund Utilities Low Carbon Fuel Standards (LCFS) Program This action reappropriates approximately $1.2M in the Low Carbon Fuel Standards (LCFS) program. Funds in this program are restricted and can only be used for specific carbon reduction efforts. In order to maintain planned programs, funding will be reappropriated to cover California Electric Vehicle Infrastructure Project (CALeVIP) invoices, reimbursements to City-owned EV chargers and Compressed Natural Gas (CNG) dispensed, estimated costs for transformer upgrades at 101 Alma and Bryant Street garages, and rebates for projects anticipated in the upcoming year. $ - $ 1,225,000 Electric Fund Utilities Gas Heat Pump Retrofit Pilot Program This action reappropriates $329,000 in expenses and $150,400 in revenues to continue the Gas Furnace to Heat Pump Retrofit Pilot Program. This program is partially funded by the Bay Area Air Quality Management District’s 2018 Climate Protection Grant Program to encourage owners to retrofit existing in-unit gas wall furnaces with cleaner electric alternatives. The purpose of the pilot program is to gain experience and validate the costs and benefits of retrofitting existing in-unit gas wall furnaces with energy efficient and clean electric space heating alternatives for affordable multifamily properties within Palo Alto. $ 150,400 $ 329,000 Page 7 of 8 10.a Packet Pg. 162 FY 2021 TO FY 2022 OPERATING BUDGET REAPPROPRIATIONS ATTACHMENT A Fund Name Department Title Description Recommended Revenue Appropriation Recommended Expense Appropriation Fiber Fund Utilities Fiber Community Engagement This action reappropriates $200,000 as part of the Council's Community and Economic Recovery work plan to prioritize and accelerate community education and engagement regarding the Fiber to the Home (FTTH) initiative approved by Council on March 22. The contract for a detailed engineering design of the City's fiber backbone and FTTH distribution network was approved by the Council on June 21. $ - $ 200,000 Stormwater Management Fund Public Works Stormdrain Pump Rehabilitation This action reappropriates $77,000 for in-house repairs to cover the removal, rehabilitation, and reinstallation of pump #3 at the Airport Pump Station located at 1925 Embarcadero Way. Due to due to procurement delays and COVID-19 impacts, the repairs could not be completed in FY 2021. This funding is allocated annually to cover a wide range of operational maintenance and repairs that must be addressed as they come up. $ - $ 77,000 $ 150,400 $ 2,033,700 Technology Fund Information Technology Development Services Technology Fee This action reappropriates funding for various technology projects in the Planning and Development Services Department. As part of the Adopted Municipal Fee Schedule, a surcharge up to three percent is included in fees to recover funding for technology projects. These projects include the ongoing technical support of the City's Graphical Information System (GIS) and the new ESRI platform, implementing an online permitting system (reducing in-person transactions), expanding Accela capabilities, and digitizing and storing plans and records. At the close of FY 2021, $158,900 of the approximate $325,000 collected remains unspent and will be used for planned projects in FY 2022. $ - $ 158,900 Retiree Healthcare Fund Human Resources Retirement Trust Fund Payment This action reappropriates funding that was intended as an additional contribution to the Retired Employee Trust Fund (Section 115 trust fund). In developing the FY 2021 Budget, the City assumed a more conservative rate of return in the trust fund account in order to increase the contribution while keeping the same investment strategy. Although the approximate $1.4 million in funding was built into the budget, the additional contribution was not paid to the 115 trust fund in FY 2021. This action will move the funding to FY 2022 in order to make the intended payment to the trust fund along with the FY 2022 amount of approximately $2.2 million. $ - $ 1,358,000 -$ 1,516,900$ Total All Funds 991,300$ 10,845,000$ Total Enterprise Fund Reappropriation Total Internal Service Fund Reappropriation Page 8 of 8 10.a Packet Pg. 163 Attachment B: Capital Improvement Plan FY 2021 Reappropriations to FY 2022 (Final) Fund Name Project Title Proj. No. Adopted Final Reapp Adopted Final Reapp Capital Improvement Fund Americans With Disabilities Act Compliance PF‐93009 ‐‐‐372,076          (22,045)           350,031           Animal Shelter Renovation PE‐19002 ‐‐‐1,196,195       (162,602)         1,033,593       Art In Public Spaces AC‐86017 ‐‐‐1,287,607       195,910          1,483,517       Athletic Courts Resurfacing PG‐06001 ‐‐‐‐185,000          185,000           Automated External Defibrillator Replacement FD‐21000 ‐38,000            38,000            200,000          ‐200,000           Baylands Boardwalk Improvements PE‐14018 ‐‐‐8,630              ‐8,630               Baylands Comprehensive Conservation Plan PG‐17000 ‐‐‐‐7,100              7,100               Benches, Signage, Walkways, Perimeter Landscaping, and Site Amenities PG‐06003 ‐‐‐‐‐‐ Bicycle and Pedestrian Transportation Plan Implementation PL‐04010 ‐‐‐1,030,642       204,228          1,234,870       Boulware Park Improvements (merged with Birch Street Project PE‐19003)PE‐17005 ‐‐‐308,843          (79,810)           229,033           Building Systems Improvements PF‐01003 ‐‐‐558,037          ‐558,037           Byxbee Park Completion PE‐18006 2,400,000       ‐2,400,000      2,381,146       500,000          2,881,146       California Avenue District Gateway Signs PE‐17004 ‐‐‐141,238          (10,910)           130,328           CalTrain Corridor Video Management System Installation PE‐18001 ‐‐‐‐‐‐ Cameron Park Improvements PG‐14002 ‐‐‐160,000          (51,248)           108,752           Capital Improvement Fund Administration AS‐10000 ‐‐‐‐‐‐ Charleston/Arastradero Corridor Project PE‐13011 ‐‐‐4,600,000       (4,600,000)     ‐ Churchill Avenue Enhanced Bikeway PL‐14000 ‐‐‐2,826,104       ‐2,826,104       Churchill Avenue/Alma Street Railroad Crossing Safety Improvements PL‐20000 3,996,000       ‐3,996,000      3,996,000       ‐3,996,000       City Bridge Improvements PE‐20001 ‐‐‐5,630              74,370            80,000             City Facilities Assessment and Record Plan Management System PE‐20002 ‐‐‐‐300,000          300,000           City Facility Parking Lot Maintenance PE‐09003 ‐‐‐‐73,920            73,920             City Hall First Floor Renovations PE‐12017 ‐‐‐‐‐‐ City Hall Space Planning PE‐19000 ‐‐‐575,000          ‐575,000           Civic Center Electrical Upgrade & EV Charger Installation PE‐17010 114,000          126,000          240,000          479,311          6,064              485,375           Civic Center Fire Life Safety Upgrades PE‐18016 ‐‐‐‐219,536          219,536           Civic Center Waterproofing Study and Repairs PE‐15020 ‐‐‐561,856          49,800            611,656           Curb and Gutter Repairs PO‐12001 ‐‐‐‐11,585            11,585             Dog Park Installation and Renovation PG‐18001 150,000          ‐150,000          150,000          ‐150,000           Downtown Automated Parking Guidance Systems, Access Controls & Revenue Collection Equip. PL‐15002 ‐‐‐‐2,517,119       2,517,119       Emergency Vehicle Traffic Signal Preemption System Pilot PL‐19000 ‐‐‐26,400            ‐26,400             Facility Interior Finishes Replacement PF‐02022 169,000          ‐169,000          590,000          8,000              598,000           Fire Station 3 Replacement PE‐15003 ‐‐‐‐7,993              7,993               Fire Station 4 Replacement PE‐18004 750,000          ‐750,000          849,999          (175,412)         674,587           Foothills Park Boronda Lake Dock Replacement OS‐18000 ‐‐‐210,000          ‐210,000           Foothills Park Dam Seepage Investigation and Repairs PE‐20000 ‐‐‐‐‐‐ Golf Reconfiguration & Baylands Athletic Center Improvements PG‐13003 ‐‐‐‐199,998          199,998           High and Bryant Street Garages Waterproofing and Repairs PE‐18002 ‐‐‐‐‐‐ Highway 101 Pedestrian/Bicycle Overpass Project PE‐11011 1,958,023       449,625          2,407,648      97,556            (97,556)           ‐ JMZ Renovation AC‐18001 ‐332,100          332,100          ‐1,650,583       1,650,583       Library Automated Material Handling LB‐21000 170,000          ‐170,000          170,000          310,000          480,000           Magical Bridge Playground Rubber and Synthetic Turf Resurfacing PE‐21003 ‐‐‐367,750          ‐367,750           Municipal Service Center A, B, & C Roof Replacement PF‐17000 ‐‐‐168,533          ‐168,533           Municipal Service Center Lighting, Mechanical, and Electrical Improvements PF‐16006 1,539,000       ‐1,539,000      5,976,326       ‐5,976,326       New California Avenue Area Parking Garage PE‐18000 ‐‐‐1,010,336       (123,278)         887,058           New Downtown Parking Garage PE‐15007 ‐‐‐10,600            ‐10,600             Revenues Expenses Total Total Page 1 of 3Attachment B - 1 10.b Packet Pg. 164 Attachment B: Capital Improvement Plan FY 2021 Reappropriations to FY 2022 (Final) Fund Name Project Title Proj. No. Adopted Final Reapp Adopted Final Reapp Revenues Expenses Total Total Capital Improvement Fund New Public Safety Building PE‐15001 ‐‐‐5,636,041       804,697          6,440,738       Newell Road/San Francisquito Creek Bridge Replacement PE‐12011 ‐‐‐320,088          1,629,807       1,949,895       Off‐Road Pathway Resurfacing And Repair OS‐09001 ‐‐‐‐13,157            13,157             Park and Open Space Emergency Repairs PG‐09002 ‐‐‐‐‐‐ Park Restroom Installation PG‐19000 350,000          ‐350,000          343,439          (10,401)           333,038           Parking Management and System Implementation PL‐16002 ‐‐‐‐‐‐ Pearson Arastradero Preserve Parking Lot Improvement OS‐18001 ‐‐‐‐‐‐ Performing Arts Venues Seat Replacement AC‐18000 ‐‐‐340,000          7,030              347,030           Quarry Road Improvements and Transit Center Access PL‐16000 ‐‐‐‐‐‐ Railroad Grade Separation and Safety Improvements PL‐17001 ‐‐‐3,942,133       ‐3,942,133       Ramos Park Improvements PG‐14000 ‐‐‐137,000          (119,649)         17,351             Rinconada Park Improvements PE‐08001 ‐‐‐‐159,379          159,379           Roofing Replacement PF‐00006 ‐‐‐140,494          ‐140,494           Roth Building Maintenance PF‐07011 ‐‐‐‐‐‐ Safe Routes To School PL‐00026 459,677          ‐459,677          860,728          ‐860,728           Sidewalk Repairs PO‐89003 ‐‐‐‐‐‐ Sign Reflectivity Upgrade PO‐11000 ‐‐‐‐‐‐ Street Maintenance PE‐86070 ‐‐‐‐‐‐ Thermoplastic Lane Marking and Striping PO‐11001 ‐‐‐‐‐‐ Traffic Signal and Intelligent Transportation Systems PL‐05030 ‐700,000          700,000          ‐‐‐ Transportation and Parking Improvements PL‐12000 ‐‐‐75,000            50,000            125,000           University Avenue Parking Improvements PF‐14003 72,400            ‐72,400            72,400            ‐72,400             University Avenue Streetscape Update PE‐21004 ‐‐‐‐51,000            51,000             Water, Gas, Wastewater Office Remodel PE‐19001 654,000          ‐654,000          614,423          (24,458)           589,965           Capital Improvement Fund Total 12,782,100    1,645,725      14,427,825   42,797,561    3,758,907      46,556,468    Cubberley Property Infrastructure Fund Cubberley Field Restroom CB‐17002 ‐‐‐318,724          (16,183)           302,541           Cubberley Repairs CB‐17001 ‐‐‐236,747          50,000            286,747           Cubberley Roof Replacements CB‐16002 ‐‐‐436,520          ‐436,520           Cubberley Track and Field Replacement CB‐19000 ‐‐‐‐‐‐ Cubberley Property Infrastructure Fund Total ‐‐‐991,991         33,817           1,025,808       Airport Enterprise Fund Airport Apron Reconstruction AP‐16000 ‐11,430,390     11,430,390    441,940           ‐441,940           Airport Facilities Electrical Improvements AP‐20000 ‐‐‐75,795            ‐75,795             Airport Enterprise Fund Total ‐11,430,390    11,430,390   517,735          ‐517,735          Electric Fund 115 kV Electric Intertie EL‐06001 ‐‐‐128,481          ‐128,481           Capacitor Bank Installation EL‐16002 ‐‐‐345,616          (38,153)           307,463           Colorado Power Station Equipment Upgrades EL‐19001 ‐‐‐640,003          (7,531)             632,472           Colorado Substation Site Improvements EL‐19002 ‐‐‐588,570          ‐588,570           East Meadow Circles 4/12kV Conversion EL‐17001 ‐‐‐‐85,633            85,633             Electric Utility Geographic Information System EL‐02011 ‐‐‐222,100          (239)                221,861           Facility Relocation for Caltrain Modernization Project EL‐17007 ‐‐‐556,286          (18,660)           537,626           Foothills Rebuild (Fire Mitigation)EL‐21001 ‐‐‐1,878,351       (87,676)           1,790,675       Inter‐substation Line Protection Relay EL‐17005 ‐‐‐281,483          ‐281,483           Rebuild Underground District 15 EL‐11003 ‐‐‐50,000            ‐50,000             Rebuild Underground District 16 EL‐13003 ‐‐‐357,995          (111)                357,884           Rebuild Underground District 24 EL‐10006 ‐‐‐526,294          ‐526,294           Rebuild Underground District 26 EL‐16000 ‐‐‐281,890          (246)                281,644           Reconfigure Quarry Feeders EL‐14005 ‐‐‐10,306            (955)                9,351               SCADA System Upgrades EL‐02010 ‐‐‐5,675              (5,675)             ‐ Smart Grid Technology Installation EL‐11014 ‐‐‐‐‐‐ Substation 60kV Breaker Replacement EL‐17002 ‐‐‐608,066          (467,822)         140,244           Substation Physical Security EL‐16003 ‐‐‐1,153,447       (112,866)         1,040,581       Underground District 46 ‐ Charleston/El Camino Real EL‐12001 ‐‐‐235,000          (145,231)         89,769             Wood Pole Replacement EL‐19004 ‐‐‐1,489,927       ‐1,489,927       Electric Fund Total ‐‐‐9,359,490      (799,532)        8,559,958       Gas Fund Gas Main Replacement ‐ Project 23 GS‐13001 ‐‐‐460,996          (84,077)           376,919           Gas Fund Total ‐‐‐460,996         (84,077)          376,919          Page 2 of 3Attachment B - 2 10.b Packet Pg. 165 Attachment B: Capital Improvement Plan FY 2021 Reappropriations to FY 2022 (Final) Fund Name Project Title Proj. No. Adopted Final Reapp Adopted Final Reapp Revenues Expenses Total Total Stormwater Management Fund Corporation Way System Upgrades and Pump Station SD‐21000 ‐‐‐1,476,012       ‐1,476,012       Storm Drainage System Replacement And Rehabilitation SD‐06101 ‐‐‐728,163          1,266,348       1,994,511       West Bayshore Road Trunk Line Improvements SD‐23000 ‐‐‐5,796              ‐5,796               Stormwater Management Fund Total ‐‐‐2,209,971      1,266,348      3,476,319       Technology Fund Development Center Blueprint Technology Enhancements TE‐12001 ‐‐‐292,228          ‐292,228           Infrastructure Management System TE‐13004 ‐‐‐29,960            ‐29,960             Public Safety Records Management System (RMS) Replacement TE‐21000 ‐‐‐339,400          153,382          492,782           Radio Infrastructure Replacement TE‐05000 ‐‐‐259,924          ‐259,924           Utilities Customer Bill System Improvements TE‐10001 ‐‐‐‐‐‐ Technology Fund Total ‐‐‐921,512         153,382         1,074,894       Vehicle Replacement & Maintenance Fund Emergency Repair and Replacement VR‐15001 ‐‐‐‐‐‐ Scheduled Vehicle and Equipment Replacement ‐ Fiscal Year 2018 VR‐18000 ‐‐‐‐‐‐ Scheduled Vehicle and Equipment Replacement ‐ Fiscal Year 2019 VR‐19000 ‐‐‐691,294          (26,779)           664,515           Scheduled Vehicle and Equipment Replacement ‐ Fiscal Year 2020 VR‐20000 ‐‐‐1,513,636       (693,347)         820,289           Scheduled Vehicle and Equipment Replacement ‐ Fiscal Year 2021 VR‐21000 ‐‐‐693,202          (351,642)         341,560           Vehicle Replacement & Maintenance Fund Total ‐‐‐2,898,132      (1,071,768)     1,826,364       Wastewater Collection Fund Wastewater Collection System Rehabilitation/Augmentation Project 29 WC‐16001 ‐‐‐350,000          ‐350,000           Wastewater Collection System Rehabilitation/Augmentation Project 30 WC‐17001 ‐‐‐130,000          158,945          288,945           Wastewater General Equipment and Tools WC‐13002 ‐‐‐70,000            ‐70,000             Wastewater Collection Fund Total ‐‐‐550,000         158,945         708,945          Wastewater Treatment Fund Advanced Water Purification Facility WQ‐19003 ‐2,776,308       2,776,308      ‐‐‐ New Laboratory And Environmental Services Building WQ‐14002 2,060,000       ‐2,060,000      2,119,872       2,692              2,122,564       Outfall Line Construction WQ‐19000 7,700,000       ‐7,700,000      7,700,000       ‐7,700,000       Plant Repair, Retrofit, and Equipment Replacement WQ‐19002 ‐‐‐5,412,411       ‐5,412,411       Primary Sedimentation Tank Rehabilitation WQ‐14003 13,102,000     ‐13,102,000    600,000          1,700,000       2,300,000       Secondary Treatment Upgrades WQ‐19001 37,555            2,962,445       3,000,000      37,555            (50)37,505             Wastewater Treatment Fund Total 22,899,555    5,738,753      28,638,308   15,869,838    1,702,642      17,572,480    Water Fund Water Main Replacement ‐ Project 27 WS‐13001 ‐‐‐‐2,769,379       2,769,379       Water Main Replacement ‐ Project 28 WS‐14001 ‐‐‐ 388,485          (70,504)           317,981           Water Regulation Station Improvements WS‐07000 ‐‐‐645,830          (18,220)           627,610           Water Tank Seismic Upgrade and Rehabilitation WS‐09000 ‐‐‐‐695,314          695,314           Water Fund Total ‐‐‐1,034,315      3,375,969      4,410,284       Grand Total      35,681,655       18,814,868       54,496,523       77,611,541         8,494,633       86,106,174  Page 3 of 3Attachment B - 3 10.b Packet Pg. 166 Attachment C: Capital Improvement Plan FY 2022 Technical Clean‐up Actions Fund Name Department Proj. No. Title Description Expense Capital Improvement Fund Public Works PE‐13011 Charleston/Arastradero  Corridor Project This 2014 Infrastructure Plan (IP) project was over expended in  FY 2021 and the budget increased by $3,171,040 as part of the  FY 2021 Year‐End process. A corresponding decrease is  recommended in FY 2022 in order to maintain the total project  budget of $20.8 million over the life of the project. (3,171,040)         Capital Improvement Fund Public Works PE‐86070 Street Maintenance This recurring maintenance project was over expended in FY  2021 and the budget increased by $1,229,744 as part of the FY  2021 Year‐End process. Since expenses which were originally  anticipated to occur in FY 2022 were instead realized in FY  2021, a corresponding decrease is recommended in FY 2022 in  order to align with current funding needs. (1,229,774)         Page 1 of 1 Attachment C - 1 10.c Packet Pg. 167 City of Palo Alto (ID # 12172) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/18/2021 City of Palo Alto Page 1 Title: Approval of Contract Number C21181420 with West Coast Arborists, Inc. for a Total Not-to-Exceed Amount of $3,765,380 Over a Three-Year Term for Tree Pruning and Removal Services From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council approve and authorize the City Manager or their designee to execute the attached Contract No. C21181420 with West Coast Arborists, Inc. in an amount not to exceed $3,765,380 over a three-year term ending on October 17th, 2024, for tree pruning and removal services. Background The Department of Public Works Urban Forestry Section is responsible for maintaining the health of more than 38,000 public trees located along streets and in various city-owned public places. Tree pruning is a key maintenance task in keeping the population healthy. The purpose of tree pruning is to improve tree structure, enhance vigor, and maintain safe conditions for motorists and pedestrians as they move through the street corridor. This maintenance is achieved through pruning all City-owned trees on a cyclical basis and involves removing and replacing trees when necessary. Within the urban forestry profession, documented studies have shown that a five- to seven- year pruning cycle is optimal for maintaining tree condition and value, managing risks, and being cost-effective for a community. The City has used contract services for tree pruning and removal of City trees along streets and other public property since 2000, providing a proactive cycle of basic tree maintenance. In 2016, the City conducted a solicitation for the Tree Pruning and Removal Services contract. The three-year contract was awarded to West Coast Arborists Inc. (WCA) for $4,702,450. That contract included pruning, removal, stump grinding, and other maintenance of trees located along street corridors and on City property (CMR #7056). In 2019, the contract was amended to extend the contract term and add funding for two additional years (CMR #10337). Increased production from WCA during the past five fiscal years has improved the average pruning cycle to the target of seven years established by Council. Based on current inventory records, 5,411 11 Packet Pg. 168 City of Palo Alto Page 2 trees will need to be pruned annually to maintain the current seven-year pruning cycle frequency. Discussion Summary of Bid Process On April 9, 2021, an RFQ for three years of Tree Pruning and Removal Services was posted on the PlanetBids website and sent to nine arboricultural companies. The bidding period was 27 days. A mandatory pre-bid meeting was held April 22, 2021. On May 6, 2021, bids were received from 6 contractors, 5 of which were complete and deemed responsive. Bid details are listed in the bid summary (Attachment A). Bid Process Details BID NAME/NUMBER TREE PRUNING AND REMOVAL SERVICES/#RFQ181420 PROPOSED LENGTH OF PROJECT 3 years TOTAL DAYS TO RESPOND TO BID 27 BIDS DUE May 6th 2021 PRE-BID MEETING Yes NUMBER OF COMPANY ATTENDEES AT PRE-BID MEETING 7 NUMBER OF BIDS RECEIVED 6 BID PRICE RANGE (RFQ QUANTITIES) From a low of $4,081,380 to a high of $6,817,623 BID PRICE RANGE (REVISED 7-YEAR CYCLE QUANTITIES) From a low of $3,425,380 to a high of $5,888,806 The five responsive bids ranged from $4,081,380 to $6,817,623, with less than $370,000 separating the four lowest bids. To simplify bidding and to bring the contract specifications more in-line with current industry trends, this RFQ contained fewer specific bid items than in previous RFQs. For example, the youngest/smallest diameter trees were removed from the scope of work and fewer size classes were listed as line item bids. The original quantities in the 2021 RFQ for program pruning did not account for all inputs impacting the tree pruning cycle and were therefore too high for a target 7-year cycle. In addition to program pruning units, palm pruning under the contract, a portion of demand units under the contract, and trees receiving a complete maintenance prune by City staff all count toward the annual number of trees pruned for maintenance cycle calculations. The current contract being proposed is based on these revised routine unit pruning numbers and a target 7- year cycle. After a detailed review of the City’s pruning cycle and a revision of total program pruning units, the adjusted bids ranged from $3,425,380 to $5,888,806, with less than $112,490 separating the four lowest bids. In both cases, West Coast Arborists, Inc. had the lowest bid. 11 Packet Pg. 169 City of Palo Alto Page 3 The program pruning quantities given in the bid schedule for years 2 and 3 are aligned with current pruning cycle target goals. Other bid items such as demand pruning, palm pruning, tree removal, and stump grinding are based on an average amount of work that might be expected in a twelve-month period based on historical data. These quantities were given as a basis for comparison of bids, with no commitment that the actual amount or proportion of work would ultimately correspond. To help address the City’s current budget issues, year 1 quantities for this contract are 50 percent less than year 2 and year 3 quantities. This corresponds with available budgeted funds for this contract. See the Resource Impact section of this report for more detail. Staff reviewed all bids submitted and recommends West Coast Arborists, Inc. be declared the lowest responsible bidder. Staff confirmed with the Contractor’s State License Board that West Coast Arborists, Inc. has an active license on file. West Coast Arborists, Inc. has performed satisfactory work for the City on similar multi-year contracts from 2013 - 2021 for tree pruning and removal services. Staff compared average unit pricing per work category between the 2021 WCA bid and year 5 pricing of the previous contract and found them to be comparable. When pricing from both the current bid and year 5 were compared using FY 2022 quantities there was a slight increase in average unit cost for tree removal and slight decreases in unit costs for all other categories. Resource Impact Funding for the first year of this contract is available in the Public Works Department Fiscal Year 2022 Adopted Operating budget. Year one of this contract is funded at 50% of previous years as 11 Packet Pg. 170 City of Palo Alto Page 4 part of the Fiscal Year 2022 budget balancing strategy. Funding for subsequent years of this contract will be addressed as part of the annual budget process, subject to Council approval of the annual budget appropriation. The contract’s total not-to-exceed amount of $3,765,380 includes $340,000 for additional services that may be needed during the term of the contract. No direct funding is available for the $340,000 additional services portion of this contract at present. The intention in granting this contract authority is to make services under this contract available to other departments or for projects that may arise during the contract term. One example of a potential additional services project that may arise is the possible removal of eucalyptus trees in Arastadero and Foothills open space areas in order to reduce fire hazards. Once funding for an additional services project is secured by the managing department, it can then be applied to the contract for use on an additional services project via a city-approved Task Order as detailed in the contract. Policy Implications This recommendation does not represent any change to existing City policies. Proper and timely maintenance of the City’s living infrastructure supports existing approved City policies contained in the Urban Forest Master Plan, the 2030 Comprehensive Plan and the Sustainability/Climate Action Plan. Stakeholder Engagement This contract is for a continuation of existing tree trimming services and stakeholder engagement was not deemed necessary. Environmental Review The recommended action is CEQA-exempt under the California Environmental Quality Act pursuant to CEQA Guidelines Section 15301(h) (maintenance of existing landscape). Attachments: • Attachment11.a: ATTACHMENT A - Bid Summary Table 11 Packet Pg. 171 BID ITEMS DETAIL QTY UNITS1FY22 PROGRAM PRUNING - UNIT 4"-10" DBH 500 EACH TREE 100.00$ 50,000.00$ 120.00$ 60,000.00$ 50.00$ 25,000.00$ 159.00$ 79,500.00$ 85.36$ 42,680.00$ 2 FY22 PROGRAM PRUNING - UNIT 11"-20" DBH 1,000 EACH TREE 125.00$ 125,000.00$ 196.00$ 196,000.00$ 150.00$ 150,000.00$ 159.00$ 159,000.00$ 170.71$ 170,710.00$ 3 FY22 PROGRAM PRUNING - UNIT 21"-30" DBH 490 EACH TREE 155.00$ 75,950.00$ 196.00$ 96,040.00$ 300.00$ 147,000.00$ 159.00$ 77,910.00$ 256.07$ 125,474.30$ 4 FY22 PROGRAM PRUNING - UNIT 31" & UP DBH 70 EACH TREE 255.00$ 17,850.00$ 196.00$ 13,720.00$ 500.00$ 35,000.00$ 159.00$ 11,130.00$ 341.42$ 23,899.40$ 5 FY23 PROGRAM PRUNING - UNIT 4"-10" DBH 1,000 EACH TREE 100.00$ 100,000.00$ 124.80$ 124,800.00$ 55.00$ 55,000.00$ 169.00$ 169,000.00$ 87.92$ 87,920.00$ 6 FY23 PROGRAM PRUNING - UNIT 11"-20" DBH 2,000 EACH TREE 125.00$ 250,000.00$ 203.84$ 407,680.00$ 155.00$ 310,000.00$ 169.00$ 338,000.00$ 175.83$ 351,660.00$ 7 FY23 PROGRAM PRUNING - UNIT 21"-30" DBH 980 EACH TREE 155.00$ 151,900.00$ 203.84$ 199,763.20$ 305.00$ 298,900.00$ 169.00$ 165,620.00$ 263.75$ 258,475.00$ 8 FY23 PROGRAM PRUNING - UNIT 31" & UP DBH 140 EACH TREE 255.00$ 35,700.00$ 203.84$ 28,537.60$ 510.00$ 71,400.00$ 169.00$ 23,660.00$ 351.66$ 49,232.40$ 9 FY24 PROGRAM PRUNING - UNIT 4"-10" DBH 1,000 EACH TREE 100.00$ 100,000.00$ 129.79$ 129,790.00$ 60.00$ 60,000.00$ 179.00$ 179,000.00$ 90.55$ 90,550.00$ 10 FY24 PROGRAM PRUNING - UNIT 11"-20" DBH 2,000 EACH TREE 125.00$ 250,000.00$ 211.99$ 423,980.00$ 160.00$ 320,000.00$ 179.00$ 358,000.00$ 181.11$ 362,220.00$ 11 FY24 PROGRAM PRUNING - UNIT 21"-30" DBH 980 EACH TREE 155.00$ 151,900.00$ 211.99$ 207,750.20$ 310.00$ 303,800.00$ 179.00$ 175,420.00$ 271.66$ 266,226.80$ 12 FY24 PROGRAM PRUNING - UNIT 31" & UP DBH 140 EACH TREE 255.00$ 35,700.00$ 211.99$ 29,678.60$ 520.00$ 72,800.00$ 179.00$ 25,060.00$ 362.21$ 50,709.40$ SUB SUBTOTAL ALL PROGRAM PRUNING - UNIT 1,344,000.00$ 1,917,739.60$ 1,848,900.00$ 1,761,300.00$ 1,879,757.30$ BID ITEMS DETAIL QTY UNITS 13 FY22 DATE PALM PRUNING - UNIT UNDER 55'10 EACH TREE 280.00$ 2,800.00$ 350.00$ 3,500.00$ 300.00$ 3,000.00$ 500.00$ 5,000.00$ 682.84$ 6,828.40$ 14 FY22 DATE PALM PRUNING - UNIT OVER 55'10 EACH TREE 375.00$ 3,750.00$ 450.00$ 4,500.00$ 400.00$ 4,000.00$ 650.00$ 6,500.00$ 863.05$ 8,630.50$ 15 FY22 WASHINGTONIA PALM PRUNING - UNIT UNDER 55'10 EACH TREE 145.00$ 1,450.00$ 250.00$ 2,500.00$ 100.00$ 1,000.00$ 500.00$ 5,000.00$ 341.42$ 3,414.20$ 16 FY22 WASHINGTONIA PALM PRUNING - UNIT OVER 55'10 EACH TREE 185.00$ 1,850.00$ 350.00$ 3,500.00$ 200.00$ 2,000.00$ 650.00$ 6,500.00$ 517.83$ 5,178.30$ 17 FY23 DATE PALM PRUNING - UNIT UNDER 55'20 EACH TREE 285.00$ 5,700.00$ 364.00$ 7,280.00$ 305.00$ 6,100.00$ 510.00$ 10,200.00$ 703.33$ 14,066.60$ 18 FY23 DATE PALM PRUNING - UNIT OVER 55'20 EACH TREE 385.00$ 7,700.00$ 468.00$ 9,360.00$ 405.00$ 8,100.00$ 660.00$ 13,200.00$ 888.94$ 17,778.80$ 19 FY23 WASHINGTONIA PALM PRUNING - UNIT UNDER 55'20 EACH TREE 150.00$ 3,000.00$ 260.00$ 5,200.00$ 105.00$ 2,100.00$ 510.00$ 10,200.00$ 351.66$ 7,033.20$ 20 FY23 WASHINGTONIA PALM PRUNING - UNIT OVER 55'20 EACH TREE 190.00$ 3,800.00$ 364.00$ 7,280.00$ 205.00$ 4,100.00$ 660.00$ 13,200.00$ 533.36$ 10,667.20$ 21 FY24 DATE PALM PRUNING - UNIT UNDER 55'20 EACH TREE 300.00$ 6,000.00$ 378.56$ 7,571.20$ 310.00$ 6,200.00$ 520.00$ 10,400.00$ 724.42$ 14,488.40$ 22 FY24 DATE PALM PRUNING - UNIT OVER 55'20 EACH TREE 400.00$ 8,000.00$ 486.72$ 9,734.40$ 410.00$ 8,200.00$ 670.00$ 13,400.00$ 915.61$ 18,312.20$ 23 FY24 WASHINGTONIA PALM PRUNING - UNIT UNDER 55'20 EACH TREE 155.00$ 3,100.00$ 270.40$ 5,408.00$ 110.00$ 2,200.00$ 520.00$ 10,400.00$ 362.21$ 7,244.20$ 24 FY24 WASHINGTONIA PALM PRUNING - UNIT OVER 55'20 EACH TREE 200.00$ 4,000.00$ 378.56$ 7,571.20$ 210.00$ 4,200.00$ 670.00$ 13,400.00$ 549.37$ 10,987.40$ SUB SUBTOTAL ALL PALM PRUNING - UNIT 51,150.00$ 73,404.80$ 51,200.00$ 117,400.00$ 124,629.40$ BID ITEMS DETAIL QTY UNITS25FY22 DEMAND PRUNING - UNIT 4"-10" DBH 50 EACH TREE 135.00$ 6,750.00$ 120.00$ 6,000.00$ 50.00$ 2,500.00$ 189.00$ 9,450.00$ 170.71$ 8,535.50$ 26 FY22 DEMAND PRUNING - UNIT 11"-20" DBH 250 EACH TREE 230.00$ 57,500.00$ 196.00$ 49,000.00$ 150.00$ 37,500.00$ 189.00$ 47,250.00$ 341.42$ 85,355.00$ 27 FY22 DEMAND PRUNING - UNIT 21"-30" DBH 250 EACH TREE 325.00$ 81,250.00$ 196.00$ 49,000.00$ 300.00$ 75,000.00$ 189.00$ 47,250.00$ 512.13$ 128,032.50$ 28 FY22 DEMAND PRUNING - UNIT 31" & UP DBH 100 EACH TREE 495.00$ 49,500.00$ 196.00$ 19,600.00$ 500.00$ 50,000.00$ 189.00$ 18,900.00$ 2,082.48$ 208,248.00$ 29 FY23 DEMAND PRUNING - UNIT 4"-10" DBH 100 EACH TREE 140.00$ 14,000.00$ 124.80$ 12,480.00$ 55.00$ 5,500.00$ 194.00$ 19,400.00$ 175.83$ 17,583.00$ 30 FY23 DEMAND PRUNING - UNIT 11"-20" DBH 500 EACH TREE 240.00$ 120,000.00$ 203.84$ 101,920.00$ 155.00$ 77,500.00$ 194.00$ 97,000.00$ 351.66$ 175,830.00$ 31 FY23 DEMAND PRUNING - UNIT 21"-30" DBH 500 EACH TREE 335.00$ 167,500.00$ 203.84$ 101,920.00$ 305.00$ 152,500.00$ 194.00$ 97,000.00$ 527.49$ 263,745.00$ 32 FY23 DEMAND PRUNING - UNIT 31" & UP DBH 200 EACH TREE 515.00$ 103,000.00$ 203.84$ 40,768.00$ 510.00$ 102,000.00$ 194.00$ 38,800.00$ 2,144.95$ 428,990.00$ 33 FY24 DEMAND PRUNING - UNIT 4"-10" DBH 100 EACH TREE 145.00$ 14,500.00$ 129.79$ 12,979.00$ 60.00$ 6,000.00$ 199.00$ 19,900.00$ 181.11$ 18,111.00$ 34 FY24 DEMAND PRUNING - UNIT 11"-20" DBH 500 EACH TREE 250.00$ 125,000.00$ 211.99$ 105,995.00$ 160.00$ 80,000.00$ 199.00$ 99,500.00$ 362.21$ 181,105.00$ 35 FY24 DEMAND PRUNING - UNIT 21"-30" DBH 500 EACH TREE 350.00$ 175,000.00$ 211.99$ 105,995.00$ 310.00$ 155,000.00$ 199.00$ 99,500.00$ 543.32$ 271,660.00$ 36 FY24 DEMAND PRUNING - UNIT 31" & UP DBH 200 EACH TREE 535.00$ 107,000.00$ 211.99$ 42,398.00$ 520.00$ 104,000.00$ 199.00$ 39,800.00$ 2,209.30$ 441,860.00$ SUB SUBTOTAL ALL DEMAND PRUNING - UNIT 1,021,000.00$ 648,055.00$ 847,500.00$ 633,750.00$ 2,229,055.00$ BID ITEMS DETAIL QTY UNITS37FY22 HOURLY RATES FOR BASIC SERVICES 3 PERSON CREW 150 HOURLY 237.00$ 35,550.00$ 325.00$ 48,750.00$ 270.00$ 40,500.00$ 285.00$ 42,750.00$ 341.42$ 51,213.00$ 38 FY22 HOURLY RATES FOR BASIC SERVICES 3 PERSON OT 38 HOURLY 300.00$ 11,400.00$ 432.25$ 16,425.50$ 375.00$ 14,250.00$ 315.00$ 11,970.00$ 479.32$ 18,214.16$ 39 FY22 HOURLY RATES FOR BASIC SERVICES 90 FT BUCKET 25 HOURLY 169.00$ 4,225.00$ 105.00$ 2,625.00$ 150.00$ 3,750.00$ 125.00$ 3,125.00$ 388.89$ 9,722.25$ 40 FY22 HOURLY RATES FOR BASIC SERVICES 90 FT - OT 10 HOURLY 169.00$ 1,690.00$ 105.00$ 1,050.00$ 200.00$ 2,000.00$ 145.00$ 1,450.00$ 526.79$ 5,267.90$ 41 FY22 HOURLY RATES FOR BASIC SERVICES CRANE SERVICE 10 HOURLY 119.00$ 1,190.00$ 187.00$ 1,870.00$ 170.00$ 1,700.00$ 165.00$ 1,650.00$ 1,111.39$ 11,113.90$ 42 FY22 HOURLY RATES FOR BASIC SERVICES CRANE OT 10 HOURLY 199.00$ 1,990.00$ 187.00$ 1,870.00$ 255.00$ 2,550.00$ 185.00$ 1,850.00$ 1,336.17$ 13,361.70$ 43 FY22 HOURLY RATES FOR BASIC SERVICES ADD' ROOT GRIND 10 HOURLY 269.00$ 2,690.00$ 125.00$ 1,250.00$ 100.00$ 1,000.00$ 180.00$ 1,800.00$ 235.47$ 2,354.70$ 44 FY23 HOURLY RATES FOR BASIC SERVICES 3 PERSON CREW 300 HOURLY 246.00$ 73,800.00$ 338.00$ 101,400.00$ 275.00$ 82,500.00$ 300.00$ 90,000.00$ 351.66$ 105,498.00$ 45 FY23 HOURLY RATES FOR BASIC SERVICES 3 PERSON OT 75 HOURLY 312.00$ 23,400.00$ 449.54$ 33,715.50$ 380.00$ 28,500.00$ 330.00$ 24,750.00$ 493.70$ 37,027.50$ 46 FY23 HOURLY RATES FOR BASIC SERVICES 90 FT BUCKET 50 HOURLY 174.00$ 8,700.00$ 109.20$ 5,460.00$ 155.00$ 7,750.00$ 130.00$ 6,500.00$ 400.56$ 20,028.00$ 47 FY23 HOURLY RATES FOR BASIC SERVICES 90 FT - OT 20 HOURLY 174.00$ 3,480.00$ 109.20$ 2,184.00$ 205.00$ 4,100.00$ 150.00$ 3,000.00$ 542.59$ 10,851.80$ 48 FY23 HOURLY RATES FOR BASIC SERVICES CRANE SERVICE 20 HOURLY 124.00$ 2,480.00$ 194.48$ 3,889.60$ 175.00$ 3,500.00$ 170.00$ 3,400.00$ 1,144.73$ 22,894.60$ 49 FY23 HOURLY RATES FOR BASIC SERVICES CRANE OT 20 HOURLY 208.00$ 4,160.00$ 194.48$ 3,889.60$ 260.00$ 5,200.00$ 190.00$ 3,800.00$ 1,376.26$ 27,525.20$ 50 FY23 HOURLY RATES FOR BASIC SERVICES ADD' ROOT GRIND 20 HOURLY 279.00$ 5,580.00$ 130.00$ 2,600.00$ 105.00$ 2,100.00$ 185.00$ 3,700.00$ 242.53$ 4,850.60$ 51 FY24 HOURLY RATES FOR BASIC SERVICES 3 PERSON CREW 300 HOURLY 255.00$ 76,500.00$ 351.52$ 105,456.00$ 280.00$ 84,000.00$ 315.00$ 94,500.00$ 362.21$ 108,663.00$ 52 FY24 HOURLY RATES FOR BASIC SERVICES 3 PERSON OT 75 HOURLY 324.00$ 24,300.00$ 467.52$ 35,064.00$ 390.00$ 29,250.00$ 345.00$ 25,875.00$ 508.51$ 38,138.25$ 53 FY24 HOURLY RATES FOR BASIC SERVICES 90 FT BUCKET 50 HOURLY 182.00$ 9,100.00$ 113.57$ 5,678.50$ 160.00$ 8,000.00$ 135.00$ 6,750.00$ 412.57$ 20,628.50$ 54 FY24 HOURLY RATES FOR BASIC SERVICES 90 FT - OT 20 HOURLY 182.00$ 3,640.00$ 113.57$ 2,271.40$ 210.00$ 4,200.00$ 155.00$ 3,100.00$ 558.87$ 11,177.40$ 55 FY24 HOURLY RATES FOR BASIC SERVICES CRANE SERVICE 20 HOURLY 129.00$ 2,580.00$ 202.26$ 4,045.20$ 180.00$ 3,600.00$ 175.00$ 3,500.00$ 1,179.07$ 23,581.40$ 56 FY24 HOURLY RATES FOR BASIC SERVICES CRANE OT 20 HOURLY 216.00$ 4,320.00$ 202.26$ 4,045.20$ 265.00$ 5,300.00$ 195.00$ 3,900.00$ 1,417.54$ 28,350.80$ 57 FY24 HOURLY RATES FOR BASIC SERVICES ADD' ROOT GRIND 20 HOURLY 289.00$ 5,780.00$ 135.20$ 2,704.00$ 110.00$ 2,200.00$ 190.00$ 3,800.00$ 249.81$ 4,996.20$ SUB SUBTOTAL HOURLY RATES FOR BASIC SERVICES 306,555.00$ 386,243.50$ 335,950.00$ 341,170.00$ 575,458.86$ BID ITEMS DETAIL QTY UNITS58FY22 TREE REMOVAL - UNIT PRICES 4"-10" DBH 10 EACH TREE 355.00$ 3,550.00$ 105.00$ 1,050.00$ 175.00$ 1,750.00$ 100.00$ 1,000.00$ 520.62$ 5,206.20$ 59 FY22 TREE REMOVAL - UNIT PRICES 11"-20" DBH 20 EACH TREE 755.00$ 15,100.00$ 476.00$ 9,520.00$ 500.00$ 10,000.00$ 500.00$ 10,000.00$ 1,041.24$ 20,824.80$ 60 FY22 TREE REMOVAL - UNIT PRICES 21"-30" DBH 12 EACH TREE 2,100.00$ 25,200.00$ 905.00$ 10,860.00$ 1,500.00$ 18,000.00$ 1,200.00$ 14,400.00$ 1,561.86$ 18,742.32$ 61 FY22 TREE REMOVAL - UNIT PRICES 31" & UP DBH 8 EACH TREE 2,900.00$ 23,200.00$ 2,100.00$ 16,800.00$ 2,500.00$ 20,000.00$ 6,000.00$ 48,000.00$ 2,082.48$ 16,659.84$ 62 FY23 TREE REMOVAL - UNIT PRICES 4"-10" DBH 20 EACH TREE 370.00$ 7,400.00$ 109.20$ 2,184.00$ 180.00$ 3,600.00$ 120.00$ 2,400.00$ 536.24$ 10,724.80$ 63 FY23 TREE REMOVAL - UNIT PRICES 11"-20" DBH 40 EACH TREE 785.00$ 31,400.00$ 495.04$ 19,801.60$ 505.00$ 20,200.00$ 600.00$ 24,000.00$ 1,072.48$ 42,899.20$ 64 FY23 TREE REMOVAL - UNIT PRICES 21"-30" DBH 25 EACH TREE 2,180.00$ 54,500.00$ 941.20$ 23,530.00$ 1,550.00$ 38,750.00$ 1,400.00$ 35,000.00$ 1,608.72$ 40,218.00$ 65 FY23 TREE REMOVAL - UNIT PRICES 31" & UP DBH 15 EACH TREE 3,000.00$ 45,000.00$ 2,184.00$ 32,760.00$ 2,550.00$ 38,250.00$ 6,400.00$ 96,000.00$ 2,144.95$ 32,174.25$ 66 FY24 TREE REMOVAL - UNIT PRICES 4"-10" DBH 20 EACH TREE 385.00$ 7,700.00$ 113.57$ 2,271.40$ 185.00$ 3,700.00$ 135.00$ 2,700.00$ 552.33$ 11,046.60$ 67 FY24 TREE REMOVAL - UNIT PRICES 11"-20" DBH 40 EACH TREE 815.00$ 32,600.00$ 514.84$ 20,593.60$ 510.00$ 20,400.00$ 700.00$ 28,000.00$ 1,104.65$ 44,186.00$ 68 FY24 TREE REMOVAL - UNIT PRICES 21"-30" DBH 25 EACH TREE 2,270.00$ 56,750.00$ 978.85$ 24,471.25$ 1,600.00$ 40,000.00$ 1,600.00$ 40,000.00$ 1,656.98$ 41,424.50$ 69 FY24 TREE REMOVAL - UNIT PRICES 31" & UP DBH 15 EACH TREE 3,135.00$ 47,025.00$ 2,271.36$ 34,070.40$ 2,600.00$ 39,000.00$ 6,800.00$ 102,000.00$ 2,209.30$ 33,139.50$ SUB SUBTOTAL TREE REMOVAL - UNIT 349,425.00$ 197,912.25$ 253,650.00$ 403,500.00$ 317,246.01$ BID ITEMS DETAIL QTY UNITS70FY22 STUMP GRINDING - UNIT < 13" DIA 50 EACH STUMP 185.00$ 9,250.00$ 195.00$ 9,750.00$ 50.00$ 2,500.00$ 150.00$ 7,500.00$ 353.21$ 17,660.50$ 71 FY22 STUMP GRINDING - UNIT 13"-30" DIA 100 EACH STUMP 355.00$ 35,500.00$ 195.00$ 19,500.00$ 100.00$ 10,000.00$ 275.00$ 27,500.00$ 706.41$ 70,641.00$ 72 FY22 STUMP GRINDING - UNIT 30" & UP DIA 50 EACH STUMP 470.00$ 23,500.00$ 245.00$ 12,250.00$ 200.00$ 10,000.00$ 375.00$ 18,750.00$ 1,177.35$ 58,867.50$ 73 FY23 STUMP GRINDING - UNIT < 13" DIA 100 EACH STUMP 190.00$ 19,000.00$ 202.80$ 20,280.00$ 55.00$ 5,500.00$ 160.00$ 16,000.00$ 363.80$ 36,380.00$ 74 FY23 STUMP GRINDING - UNIT 13"-30" DIA 200 EACH STUMP 365.00$ 73,000.00$ 202.80$ 40,560.00$ 105.00$ 21,000.00$ 285.00$ 57,000.00$ 727.60$ 145,520.00$ 75 FY23 STUMP GRINDING - UNIT 30" & UP DIA 100 EACH STUMP 480.00$ 48,000.00$ 254.80$ 25,480.00$ 205.00$ 20,500.00$ 385.00$ 38,500.00$ 1,212.67$ 121,267.00$ 76 FY24 STUMP GRINDING - UNIT < 13" DIA 100 EACH STUMP 195.00$ 19,500.00$ 210.91$ 21,091.00$ 60.00$ 6,000.00$ 170.00$ 17,000.00$ 374.72$ 37,472.00$ 77 FY24 STUMP GRINDING - UNIT 13"-30" DIA 200 EACH STUMP 380.00$ 76,000.00$ 210.91$ 42,182.00$ 110.00$ 22,000.00$ 295.00$ 59,000.00$ 749.73$ 149,946.00$ 78 FY24 STUMP GRINDING - UNIT 30" & UP DIA 100 EACH STUMP 495.00$ 49,500.00$ 264.99$ 26,499.00$ 210.00$ 21,000.00$ 395.00$ 39,500.00$ 1,249.05$ 124,905.00$ SUB SUBTOTAL STUMP GRINDING - UNIT 353,250.00$ 217,592.00$ 118,500.00$ 280,750.00$ 762,659.00$ YEAR 1 667,685.00$ YEAR 2 1,362,200.00$ YEAR 3 1,395,495.00$ UTILITY TREE SERVICE3,425,380.00$ 3,440,947.15$ 3,537,870.00$ 3,455,700.00$ 5,888,805.57$ WEST COAST ARBORIST AERI TREE SERVICE PROFESSIONAL TREE CARE CO.ARBORIST NOW UTILITY TREE SERVICE 3 YEAR BID TOTALS WEST COAST ARBORIST AERI TREE SERVICE PROFESSIONAL TREE CARE CO.ARBORIST NOW WEST COAST ARBORIST AERI TREE SERVICE PROFESSIONAL TREE CARE CO.ARBORIST NOW UTILITY TREE SERVICE WEST COAST ARBORIST AERI TREE SERVICE PROFESSIONAL TREE CARE CO.ARBORIST NOW UTILITY TREE SERVICE WEST COAST ARBORIST AERI TREE SERVICE PROFESSIONAL TREE CARE CO.ARBORIST NOW UTILITY TREE SERVICE WEST COAST ARBORIST AERI TREE SERVICE PROFESSIONAL TREE CARE CO.ARBORIST NOW UTILITY TREE SERVICE FY 22 - FY 24 STREET TREE MAINTENANCE CONTRACTBID SUMMARY WEST COAST ARBORIST AERI TREE SERVICE PROFESSIONAL TREE CARE CO.ARBORIST NOW UTILITY TREE SERVICE 11.a Packet Pg. 172 City of Palo Alto (ID # 13665) City Council Staff Report Report Type: Action Items Meeting Date: 10/18/2021 City of Palo Alto Page 1 Title: Approval of Advanced Metering Infrastructure (AMI) Contract with Sensus USA Inc. in the Amount of $15,283,218; and Authorization for the City Manager to Negotiate and Execute Change Orders up to a Not-to-Exceed Amount of $1,484,000, for a Total Contract Amount Not-to-Exceed $16,767,218; Approval of Amendment No. 2 with E Source in an Amount Not- to-Exceed $1,339,947 for Phase 3 AMI Consulting; and 3) Adoption of a Resolution to Transfer up to $18,900,000 from the Electric Special Project Reserves to the Smart Grid Technology Installation Project EL-11014 From: City Manager Lead Department: Utilities Recommendation Staff recommend that Council: 1.Approve and authorize the City Manager or their designee to execute Contract C22177782 (Attachment A) with Sensus USA Inc. (Sensus), for advanced metering infrastructure (AMI) system and installation services, in an amount not to exceed $15,283,218 through 12/31/31; a.Authorize the City Manager or their designee to negotiate and execute one or more task orders for additional services under the contract with Sensus for related additional, but unforeseen work which may develop during the project; the total of which shall not exceed $1,484,000 or 10% of the implementation cost, for a total contract amount not to exceed of $16,767,218; b.Authorize the City Manager or their designee to determine whether executing the optional Network Performance Assurance Services (Contract Exhibit N) for post- deployment support of the AMI network and extension of performance warranty for two years, in an amount not to exceed $338,531 (included in the total Sensus contract amount above) is in the City’s best interests, and approve and authorize the City Manager or their designee to execute Contract Exhibit N if it is determined to be in the City’s best interests, not later than six months from the anticipated completion of AMI deployment; 2.Approve and authorize the City Manager or their designee to execute Amendment No. 2 to Contract C17165774A (Attachment B) with E Source Companies, LLC, for phase 3 AMI consulting services including project management, system integration, change 12 Packet Pg. 173 City of Palo Alto Page 2 management, and field installation oversight, in an amount not to exceed $1,339,947 through 12/31/2025; 3. Approve the adoption of a Resolution (Attachment C), in which Council: a. Authorizes the transfer of up to $18.9M from the Electric Special Project (ESP) reserves to the Smart Grid Technology Installation Project (EL-11014), as follows: i. Transfer up to $8.4 million from the ESP reserves to the Smart Grid Technology Installation Project (EL-11014) for Electric Advanced Metering Infrastructure (AMI) and smart grid-related expenditures; ii. Transfer up to $6.5 million from the ESP reserves to the Smart Grid Technology Installation Project (EL-11014) for Water AMI and smart grid-related expenditures as an inter-fund loan with a repayment term of 5-years with appropriate interest, upon completion of the project; and iii. Transfer up to $4.0 million from the ESP reserves to the Smart Grid Technology Installation Project (EL-11014) for Gas AMI and smart grid-related expenditures as an inter-fund loan with a repayment term of 5-years with appropriate interest, upon completion of the project. iv. Individual fiscal year transfer amounts up to the totals listed in the subsections above will be determined based on annual CIP budgets, and are currently estimated to be $7 million in FY 2022, $7 million in FY 2023, and $4.9 million in FY 2024. b. Approves the commitment of ESP funds to support the electric AMI Project expenses, and the loan of ESP funds to support the water and gas AMI Project expenses, and finds that the proposed fund transfers meet Council’s guidelines for managing the Electric Special Project Reserve. Executive Summary In 2018, the Utilities Advisory Commission (UAC) and City Council approved the Smart Grid Assessment and Technology Implementation Plan and supported implementation of the Advanced Metering Infrastructure (AMI) project. AMI is a foundational technology that is becoming a standard in the utilities industry to implement smart grid systems designed to improve customer experience, strengthen system reliability, enable City of Palo Alto Utilities (CPAU) to operate more effectively, and enable the community to meet its environmental sustainability and resiliency goals. To implement AMI, staff identified detailed business requirements and issued a request for proposal to potential AMI systems and installation vendors. After evaluating 13 proposals, staff recommends Sensus USA Inc, for their AMI system and equipment installation services. Staff also recommends a contract amendment with E Source Companies to provide AMI consulting services for the final phase (#3) which includes project management, change management, system integration, support for testing and training, and field oversight throughout the project from 2021 through 2024. The combined initial (capital) costs of these two contracts are estimated at between $15.1 and $16.7 million, depending on the use of $1.6M in contingency funds. An additional $0.9 million in expenditures is projected over the 10-year term of the 12 Packet Pg. 174 City of Palo Alto Page 3 Sensus contract for on-going annual software and hosting services, bringing the total contract amount to $17.6 million over the life of the contracts. The Electric Special Projects (ESP) reserve fund is in place to fund major one-time electric utility expenditures, including the AMI project. Hence staff recommends using up to $8.4 million from ESP reserves to cover the electric share of the AMI project, and for the ESP to lend up to $10.5 million to cover the gas and water share of the project, with a plan to repay the loan with interest at an appropriate interest rate within 5 years after project completion. The use of ESP funds for this project is within the ESP reserve guidelines approved by UAC and Council in 2015 (Staff Report #5716). The recommended actions were presented on October 4 as part of the City Council’s consent calendar, in recognition of the City’s interest in expediently implementing this initiative based on prior City Council direction. Councilmembers Greer, Kou, and Tanaka moved to agendize the item for discussion. Background In November 2018, the City Council approved the Utilities Smart Grid Assessment and Technology Implementation Plan (Staff Report # 9780). The assessment recommended the implementation of Advanced Metering Infrastructure (AMI) based smart grid systems for the benefit of electric, natural gas and water utility customers. An AMI-based smart grid system will empower customers to more efficiently utilize utility supplies, facilitate customer adoption of distributed energy resources (DER) such as solar photovoltaics, energy storage, and electric vehicles, and enable the timely detection of water leaks. AMI will also enable CPAU to optimize operations and improve reliability by reducing restoration time for outages. AMI will be a critical system to meet the community’s greenhouse gas reductions goals by enabling time-of-use (TOU) electricity rates and to encourage the use of electrical appliances and charging EVs during periods of the day when electricity cost is low. Given the large investment required to implement an AMI system, a cost-benefit analysis was undertaken in 2018 to determine financial viability of AMI, assess staffing requirements, and consider technological dependencies, project risks, and CPAU’s operational readiness. The analysis found that the overall net-present-value (NPV) of the investment over the 18- year life of the system was close to break-even, considering only the costs and benefits that can be quantified. This effectively means that there will be little or no impact on utility cost to customers over the 18-year life of the project. Upon including non-quantifiable benefits such as enhanced customer experience, improved system reliability, and better distribution asset utilization, the analysis suggests that this strategic investment would be a net benefit to all utility customers, particularly for the electricity and water utility customers. The estimated capital cost related to the AMI system installation was approximately $16 to $19 million with an investment life of 18 years. The evaluation also analyzed the operational impact and found that the investment will require a few staffing changes to implement and maintain the AMI 12 Packet Pg. 175 City of Palo Alto Page 4 infrastructure to maximize the value of the investment. The annual operating cost of the AMI system is estimated to be $1.9 million, which would be offset by $3.3 million in benefits estimated to accrue from electricity and water use conservation, and current staffing related savings. The result is projected to be a net monetary benefit to of $1.4 million per year on an ongoing basis. The UAC and Council acceptance in 2018 of staff’s recommendation to invest $16 to $19 million in AMI technology was based on a financial and economic analysis undertaken by expert consultants and the experience gained by CPAU after implementing the CustomerConnect AMI pilot in 2013-18 Discussion I. RFP Issuance, Vendors Selection, and Contract Negotiations to Implement AMI Project Following Council’s acceptance of staff’s recommendation to invest in AMI technology in November 2018, staff retained consultants to assist with soliciting AMI system vendor proposals. On March 31, 2020, a Request for Proposal (RFP) Number 177782 for ‘Equipment, Software, and Services for an Advanced Metering Infrastructure Project’ was issued. Staff received 13 proposals ranging from one to five components identified in the RFP: AMI network, water metering, gas metering, installation services, and meter data management system. The proposers were asked to submit a proposal on a single project component, multiple project components, or all five components. Proposers were also permitted to submit a joint proposal for one or more project components, to provide a proposal that best meets the City’s stated needs. Component Number Component Name Component Description 1 AMI Field Area Network (“FAN”) Equipment, software, and services capable of delivering billing and interval reads from customer meters, including networking infrastructure components and the installation thereof, AMI-integrated electric meters, water and gas endpoints/modules, and other ancillary equipment (batteries, water meter pit lids, etc.) necessary to attain functionality; additionally, integration services to tie the AMI headend to other business-critical systems 2 Water Metering Water meters, registers, and lids 3 Gas Metering Gas meters, indices, and some lids 4 Installation Services Installation services for electric meters, AMI endpoints/modules, and other ancillary metering equipment (water and gas meters, water meter registers, gas meter indices, lids, boxes, etc.) related to the AMI Project; additionally, procurement of ancillary equipment, such as water meter boxes, as-needed upon request 5 Meter Data Management System (“MDMS”) Software and services for the long-term retention, validation, estimation, and editing of meter reads, as well as advanced analytic tools for the data; additionally, integration services to tie the MDMS to other business-critical systems 12 Packet Pg. 176 City of Palo Alto Page 5 Staff and the consultant assembled a cross-functional AMI project team consisting of members from Adminstration, Customer Service, Engineering, IT, Operations and Resource Management. The team met for eight months reviewing each proposal, interviewing vendors, participating in vendor demonstrations and presentations, and conducting customer reference calls. The proposals were evaluated based on the following criteria. It was also specified that the weights associated with the criteria would be different for the five components of the RFP. 1. Quality and completeness of Proposal 2. Quality, performance, and effectiveness of the solution 3. Proposer’s experience 4. Cost to the City 5. Proposer’s financial condition and stability 6. Proposer’s ability to perform the requirements within the time specified 7. Proposer’s prior record of performance with City or other agencies 8. Proposer’s ability to provide future maintenance, repairs, parts and/or services 9. Proposer’s compliance with applicable laws, regulations, policies 10. Whether or not the Proposal is Turnkey; existence of synergies with existing City systems The selected vendors have a proven history of AMI experience in the municipal sector with electric, gas, and water meters in California. The solutions and services they offered were the best fit for the City in the near term and for future business requirements. II. Sensus AMI Contract and Scope of Work The AMI system provided by Sensus USA Inc. was selected. This system consists of five elements: 1. A 900 MHz point-to-multipoint network over FCC licensed radio band. o Five network poles will be erected at Hale Well Station, Peers Park Pump Station, Maybell Substation, Montebello Reservoir, and East Meadow Substation to receive wirelessly transmitted meter data from ~74,900 electric, gas and water meters. o There will be a total of 10 collector radios, ranging from one to three collectors per site, powered at 8 Watts, and are expected to collect meter data continuously and transmit every fifteen minutes. o Network and meter communication is secured via fiber backhaul and AES-256 encryption and the system meets all relevant NIST standards. 2. Approximately 27,100 Sensus residential/small commercial electric meters and ~2,900 Aclara kV2C commercial electric meters, both with Sensus radios, will replace all ~30,000 of the existing electric meters. o The 2 Watt-powered radio embedded in a meter is expected to transmit data (15- minute energy consumption and voltage data) on a hourly basis, but ~0.1 second each time. The customer consumption information will be made available to customers the day-after, on a hourly interval basis for electricity consumption and daily intervals for 12 Packet Pg. 177 City of Palo Alto Page 6 water/gas consumption. o On an optional basis the electric meters can have an embedded Zigbee radio, which when turned on by CPAU at customers request, will be able to communicate meter reading data within the home via a in-home-display (IHD) or wi-fi enabled gateway to a customer selected IHD/gateway service provider. o Some electric meters will also have a remote disconnect switch. This feature could be used to turn off or limit the current flow to a delinquent customer. This feature will lower CPAU operating costs of travelling to customer site for customer turn-off or move outs. o Replacement of the electric meter will result in a momentary outage for the customer. Customers will be notified in advanced of the electric meter replacement. 3. Approximately 20,798 water meters will be retrofitted with Sensus water meter end-point radios. o Water meter radios are powered by batteries that are warrantied for 15-20 years and transmit to the collector at 2 Watts, 6 times a day, with transmission lasting ~ 0.1 seconds each time. o Approximately 8,300 water meters are older than 20 years and are due for replacement with CPAU’s preferred Badger meters. To achieve operational efficiencies and economies related to installation, these older water meters will be replaced when AMI radios are installed at those locations. CPAU will directly purchase the Badger water meters from the manufactuer and provide them to Sensus for installation along with Sensus water end-point radios. o Since the water meters will be procured by CPAU, outside the Sensus contract and are not directly related to the AMI project, these cost are not included in this report nor included as part of the AMI capital budget. Instead, these water meter replacements will be charged against the Water Meter Replacement CIP (WS-80015). Due to staffing constraints in previous years, CPAU has accumulated a large backlog of aged water meters in need of replacement. Water meter box lids will also be replaced or retrofitted to accommodate a mushroom shaped radio attenna that is mounted flush with the lid to provide a clear path for communication. o All 20,798 Badger water meters will require an AMI radio to transmit the water meter data and alerts to the AMI network. The City has had Badger water meters as a standard for approximately 25 years. Based on the City’s water meter testing results and discussions with other water utilities, Badger meters have proven to be accurate and reliable. The City has an existing contract with Badger and will directly purchase the end-point radios from them because this will eliminate the mark up cost associated with a third party distributor. The estimated cost to retrofit all Badger water meters with AMI end-point radios is $0.9 million or $43 per unit. 4. Approximately 24,208 of existing gas meters will be retrofitted with Sensus gas meter end- point radios. o Gas meter radios are powered by batteries that are warrantied for 20 years and 12 Packet Pg. 178 City of Palo Alto Page 7 transmit to the collector at 2 Watts, 6 times a day, with transmission lasting ~ 0.2 seconds each time. o The dials of the existing gas meters will be removed and be retrofitted with dials which can be connected to the gas meter radio/antennas. 5. A cloud-based meter Head End System (HES) will store all the data collected and transmitted by the meters. Sensus will be providing hosted HES solution for a initial 10 year period, extendable up to 20 years. o Data centers hosting the HES are located in the U.S and communication is secured through a VPN connection. Data is encrypted at rest including backups. All datacenters comply with System and Organization Controls 2 (SOC2) for physical security. No Personally Identifiable Information (PII) will be stored in the system. o Sensus maintains a set of security policies that are aligned with industry standards and has been certified by GE under the Achilles Practices Certification (APC) and Achilles Communication Certification (ACC) programs. o Senus is in the process of obtaining ISO 27001 certification and expects to be certified by the end of CY 2021. The total capital cost associated with procuring this system is estimated at $10.3 to $11.3 million, including a contingency amount of $1.0 million or 10 percent. The annual hosting, licensing and software fee is approximaely $90,000. The term of the SaaS agreement is 10 years with a 3% annual escalation totalling approximately $1,031,749. The contingency amount is requested to purchase additonal Zigbee and/or remote disconnect modules on electric meters. Over the next six months, staff will be conducting more research and performing cost benefit analysis on these optional devices. The contingency funds allocated to this contract will ensure that CPAU can mitigate schedule delays in roll-out, as well as avoid overruns in the overall budget. After completion of the project, all remaining dollars from the contract or contingency account will be returned to Electric Special Project reserves. Since the Sensus contract is a hybrid of different types of contracts (i.e. Goods, Professional Services, Software), there are some non-standard City terms in the contract. • FCC Spectrum License Lease – Since Sensus uses licensed radiofrequency (RF) from the Federal Communications Commission (FCC) for their AMI network, the City has to agree to the FCC terms. Sensus is unable to modify any of the terms under the FCC’s RF spectrum lease agreement. Staff has reviewed the FCC agreement and does not have any concerns with the standard terms and conditions of the FCC agreement. The private FCC licensed spectrum provides the City additional reliability, scalability, and security. • Non-appropriation – If the contract is terminated for non-appropriation, the City will not replace the Sensus AMI network with a different vendor for the remainder of the term of the contract. In addition, the City will be responsible for any unavoidable costs incurred by Sensus as a result of a suspension or termination for non-appropriation. Unavoidable costs may include raw material and work in process, plus the furnished 12 Packet Pg. 179 City of Palo Alto Page 8 Equipment and Services and any standby or demobilization fees or other applicable costs that may be incurred by Sensus. In no event will the termination/suspension costs exceed ten percent (10%) of the remaining Agreement cost related to implementation/installation of the AMI network. • Optional Network Performance Assurance Services – For post-deployment AMI network support, Sensus offers a two-year network performance assurance service which includes ongoing RF network communication management and maintenance of the AMI network. Sensus will dedicate 0.5 FTE to monitor, troubleshoot, mitigate and resolve any AMI communication or equipment issues. This extended service will provide additional support and training for the AMI staff. This is an optional service that the City will determine if it in the City’s best interest no later than six months from the anticipated completion of AMI deployment. III. Installation Services by Utility Partners of America (Subcontractor of Sensus) Customer metering equipment installation services would also be provided by Sensus USA, under a subcontract with Utility Partners of America (UPA). UPA is one of the leaders in providing large-scale meter installation services. UPA served as the installation contractor for other municipal utilities in California such as Sacramento Municipal Utility District, Eastern Municipal Water District, the City of Long Beach Energy Services and the City of Santa Rosa. The Work Order Management System (WOMS) to aid the management and quality control will be based on Ensight+ software. • Ensight+ software services are hosted by Rackspace, which is SOC 1, SOC 2, SOC 3, and ISO 27001 certified; and the data is stored with AES-256 bit encryption. • Ensight+ as a organization is in the process of being SOC2 certified by early 2022. Installation services include replacement of electric meters, retrofitting existing water meters with AMI radios, replacing water meter box/lids, replacement of aging water meters, retrofitting existing gas meters with AMI radios, removal and disposal of old equipment in accordance with City’s disposal and recycling policies. Installation of electric meters will cause a momentary outage for the customer. Installing water and gas radio end-point will not cause service disruptions for the customer. Replacement of aging water meters will cause a 30 to 45-minute service disruption. Timely notices, including knocking on the doors, would be provided to customers during the mass installation phase of the project, anticipated to occur in the 2023-24 period. New electric meters will be tested on a sample basis. Due to the volume of meter replacement and associated logistics, meters removed will not be tested. If customers perceive their meter to be inaccurate, tests will be performed on the new meters. The 18 months of installation services by UPA are expected to begin in mid-2023 and the 12 Packet Pg. 180 City of Palo Alto Page 9 projected cost is $5.0 million including a contingency amount of $0.50 million or 10 percent. A need for contingency funding arises from the installation services to be performed by a contractor. CPAU has already taken steps to mitigate or otherwise account for auxiliary costs that are commonly incurred during mass meter change-out and AMI deployment, such as K- and A-base meter conversions, gas relights, and box/lid replacements, among other items. Despite this planning, field conditions are often subject to changing environments that can lead to accessibility issues or additional work that need to be performed before converting a meter to AMI. IV. E Source Consulting Contract and Scope of Work Staff recommends continuing to utilize the services of E Source Companies, LLC (previously UtiliWorks Consulting) to assist CPAU staff in managing this large specialized project. With their wide-ranging and in-depth AMI experience, E Source previously assisted CPAU with analyzing the cost-benefits of the AMI investement and also assisted with soliciting vendor proposals and evaluation during the vendor contract negotiations. E Source has a proven history of working with CPAU in developing a strategic technology roadmap, completing the AMI business case and cost-benefit analysis, and supporting procurement of advanced metering infrastructure (AMI). E Source services under the agreement will include project management, organizational change management, system integration, testing and training support, and field services oversight. The expenditure under this contract is projected to be $1.2 to $1.3 million including a contingency amount of $0.2 million. Given the complexity of the AMI project and system integration and coordination of multiple workstreams across CPAU, the contingency account will enable E Source to provide a greater level of effort to lead some of these areas, such as organizational change management, solutions architecture and engineering, or systems training and testing, depending on staff availability and constraints. Additionally, CPAU may opt to extend some services beyond the current schedule, such as mobilizing E Source resources for added installation oversight and quality assurance during Full Deployment. V. Meter Data Management System (MDMS) The MDMS will act as the system of record for all meter readings and customer consumption, integrating with various other system and feeding billing, customer service, and engineering operations. It will offer dashboards, visualizations, and analytics to view individual meters or aggregated meters. The MDMS also provides analysis tools for water leak detection, outage map, and transformer health. Staff will bring forth the terms, conditions, and cost of the MDMS contract in a subsequent Council meeting. As a result of an industrywide semiconductor chip shortage, the lead time to build the AMI base stations and meters is approximately 12 – 16 weeks. Integration of the AMI 12 Packet Pg. 181 City of Palo Alto Page 10 and MDMS systems cannot begin until the base stations are installed and meters are deployed, which is why staff is recommending approval of the AMI network and consulting contracts ahead of the MDMS contract. VI. System Integration Services with Existing CPAU Technology Systems In addition to equipment and services procured through these AMI contracts, additional resources will also be needed to implement this project: • Augmenting SAP Consultants services to integrate MDMS with the CIS/Billing system. • Augmenting consulting services with SEW, the MyCPAU customer account management portal provider to integrate AMI data into the portal. • Re-assigning existing staff to new roles to implement and maintain AMI systems. • Hiring temporary staff to back-fill for existing staff who will be assigned to the AMI project during implementation phase. The cost of these additional resources is estimated at between $1.0 and 1.5 million. An overview of the AMI and MDM systems selected and their communications and interfaces with CPAU’s existing technology systems are illustrated in Figure 1. VII. Components of Project Cost & Projected Budgets 12 Packet Pg. 182 City of Palo Alto Page 11 A description and summary of the Sensus and E Source contracts recommended to be approved by Council is provided in Table 1. Table 1: Description of Sensus and E Source Services, Costs and Contract Terms Contracting Entity Sensus USA, Inc. Sensus USA, Inc. & Subcontractor (Utility Partner of America) E Source Total Contract Description Type of Service AMI equipment, software and hosting services, integration services, and professional services Meter, radio, and lid installation services Consulting services related to project management, change management, system integration and field services Contracting Term 10 years One Time 4 years Costs Implementation Cost 9.3 5.0 1.2 15.5 Contingency 1.0 0.5 0.1 1.6 Total Software Licensing 1.0 - - 1.0 Total NTE Amount (in millions) for Contract Term(s) $ 11.3 $ 5.5 $ 1.3 $ 18.1 A description of the total estimated AMI project cost including the meter data management system and Badger water meter radios is provided in Table 2. Staff will bring forth the terms, conditions, and cost of the MDMS and National Meter & Automation contracts in a subsequent Council meeting. Table 2: Description of AMI Systems Hardware, Installation, Software, and Consulting Services Contracting Entity Sensus USA, Inc. Sensus USA, Inc. & Subcontractor (Utility Partner of America) E Source Meter Data Management System (MDMS) Provider National Meter & Automation Total Contract Description Type of Service AMI equipment, software and hosting services, integration services, and professional services Meter, radio, and lid installation services Consulting services related to project management, change management, system integration and field services MDMS software through Smart Works, integration services, and professional services New AMI-compatible retrofit radios for Badger water meters Contracting Term 10 years One Time 4 years 5 years One Time Costs Implementation Cost 9.3 5.0 1.2 0.8 0.9 17.2 Contingency 1.0 0.5 0.1 0.1 - 1.7 Total Software Licensing 1.0 - - 1.1 - 2.1 Total NTE Amount (in millions) for Contract Term(s) $ 11.3 $ 5.5 $ 1.3 $ 2.0 $ 0.9 $ 20.9 12 Packet Pg. 183 City of Palo Alto Page 12 The total estimated cost of the AMI project is approximately $20.9 million, of which $17.2 million is related to initial implementation, with the remaining funds accounting for annual SaaS and software licensing costs for the duration of the contracts ($2.1 million) and contingency funds ($1.7 million). Annual total software/hosting charges for Sensus are estimated at $90,000 for year one with a three percent annual escalator up to year ten. VII. Project Funding & Allocation of Costs to the Electric, Water and Gas Funds The Electric Special Projects (ESP) reserve will be used to fund the electric portion of the AMI investment. As a result, there will be no rate impact to the electric ratepayers. The gas and water funds will cover direct costs associated with their own equipment and installation costs. Of the initial implementation cost, $12.3 million could be directly attributable to one of the three utility services. Project costs that cannot be directly allocated to one of the three utilities (indirect costs, such as project management services, installation service mobilization cost, warehouse rental, etc. totaling $6.6 million) are proposed to be allocated based on the ratio of each of the three utility annual revenues during FY 2020. This results in an apportionment ratio for indirect project cost of 65% (electric), 18.5% (water) and 16.5% (gas). With these allocations, the total baseline capital cost of the vendor contracts of $17.2 million (without contingency funds) is estimated to be allocated as follows: $7.3 million (electric), $6.2 million (water) and $3.7 million (gas). The allocation of cost, including contingency, are as follows: $8.4 million (electric), $6.5 million (water) and $4.0 million (gas), totaling $18.9 million for implementation. To reduce the short term cashflow impacts on the gas or water funds it is also proposed that the ESP reserve initially cover water and natural gas utility funding needs related to the AMI project, with a repayment plan to the ESP reserve at an appropriate interest rate over a 5-year period upon project completion. The proposed AMI capital improvement project (CIP) budget from ESP reserve and repayment schedule from the water and gas funds are illustrated in Table 3. The table below illustrates the expenses of $18.9 million during the 2021-24 period and repayment at current interest rates of 2.15% in the 2025-2029 period. Table 3: Illustration of Baseline AMI Funding Needs: ESP Funding and Repayment by Gas and Water Funds (M$) 2021 2022 2023 2024 2025 2026 2027 2028 2029 Total ESP Funding of Expenses & Repayment $ 0.1 $ 2.1 $ 5.4 $ 11.0 $ (1.8) $ (2.1) $ (2.1) $ (2.1) $ (2.1) $ 8.4 Gas Fund Repayment $ 0.8 $ 0.8 $ 0.8 $ 0.8 $ 0.8 $ 4.0 Water Fund Repayment $ 1.3 $ 1.3 $ 1.3 $ 1.3 $ 1.3 $ 6.5 Total $ 18.9 Costs that are to be repaid to the ESP Reserve by the gas and water funds have been straight- line amortized across a five-year period after implementation is completed. 12 Packet Pg. 184 City of Palo Alto Page 13 VI. Overall Project Organizational Structure The project will be implemented under the direction of the Stategic Business Manager and the AMI Project Core Team headed by the AMI Project Manager. Nine AMI implementation workgroups, with assigned leads, will be formed to implement workstream associated with the project. These groups will be working collaboratively with the AMI core team and the relevent external vendors throughout the project. Next Steps Timeline Council Approval October 2021 Notice to Proceed Issued to Vendors October – December 2021 Installation of AMI network, initial meters Jan 2022 – June 2023 Availability of AMI System to Limited Number of Customers Soft Launch mid 2023 Mass Deployment of Meters June 2023 – December 2024 AMI Implementation Project Completion (Phase I) CY Q1 2025 Phase II: Begin Initiatives to Optimize AMI Investment (e.g., conservation voltage reduction program) CY Q3 2025 Resource Impact Funding of the AMI implementation and capital costs of $18.9 million are available in the Electric CIP EL-11014 (Smart Grid Technology Installation) budget. For the first year of the project, $7,000,000 is available in the FY 2022 CIP budget. Future on-going annual operating costs for the AMI vendor system is estimated at $0.09 million/year for software licensing and SaaS support. Funding for FY 2023 and beyond is subject to City Council approval of the annual appropriation of funds through the annual budget process. New permanent roles of AMI Manager (Utilities Supervisor), AMI Systems Technicians (Business Analyst) and MDMS Data Analyst (Business Analyst) have been identified as necessary for successful implementation, support, and management of AMI-related systems. Staff is currently evaluating whether this can be accomplished by converting existing vacant positions or will be recommended in the FY 2023 budget. These new roles are anticipated to be filled during the project implementation phase and the roles will take on the operation, maintenance, and enhancement roles post Phase I implementation. Furthermore, best efforts will be made to train and potentially reassign seven meter-reading staff to new roles since the meter reader position will be impacted after the implementation of this technology project. Policy Implications The recommendation conforms with the 2018 Utilities Strategic Plan (USP) that has identified implementation of AMI system as a key strategy under USP Priority #2 to “Invest in and utilize technology to enhance customer experience and maximize operational efficiency.” 12 Packet Pg. 185 City of Palo Alto Page 14 A number of policies to implement and operate an AMI system must be considered and approved as the project implementation progresses. Such policies and procedures and related Utilities Rules and Regulations will include: ways to accommodate customers who elect to opt out of advanced meters at their homes, a backup customer billing process in the event AMI meters cannot be read remotely due to a cyber-attack or a communication network interruption, etc. Stakeholder Engagement The need for an AMI system has been discussed with the UAC and Council since 2013, including the implementation of a pilot AMI system in the 2013-2018. As part of the 2018 Utilities Strategic Plan development, staff actively engaged with internal and external stakeholders to identify priorities to be carried out by staff over the next three to five years. AMI was a recurring theme and identified as a strategic initiative under the “Technology” priority to increase system reliability, enhance customer experience, improve response time, and meet the community’s sustainability goals. On July 7, 2021, staff recommended the UAC recommend the City Council approve use of the Electric Special Project Reserves in an amount not-to-exceed $18.5M to fund the Smart Grid Installation Project (EL-11014) (UAC Report 12285). However, the total project estimate has increased to $18.9M to reflect potential annual CPI index escalator for installation services of $0.4M post January 1, 2023. Any unspent funds for the project will be returned to the appropriate reserves after project completion. The UAC approved staff’s recommendation 5-1 with Commissioner Metz voting no and Vice Chair Segal absent. Commissioner Metz indicated that distributed energy resources and demand response programs should be accelerated in phase 1 of the AMI deployment plan to increase energy and water conservation savings. The other commissioners were appreciative that the AMI project is moving forward. Staff has begun a concerted effort to communicate the many facets of this project, including: customer and organization benefits and costs, project timeline and what can customers and employees expect during different stages of the project, how will this project impact individual staff members, staffing, and training needs. Utilities is coordinating this project with multiple departments (Administrative Services, IT, Attorney’s Office, Planning) and discussing impacts to their organizations. Appropriate channels will be used to effectively communicate and engage with stakeholders. The AMI project related information can be found at www.cityofpaloalto.org/AMI As the project progresses and mass meter deployment begins in mid-2023, additional meter installation related communications will also be undertaken with the community. 12 Packet Pg. 186 City of Palo Alto Page 15 Environmental Review Council approval of the AMI project, through adoption of the Resolution approving and authorizing ESP Reserve funding for the AMI project and approval of the AMI vendor contracts, is categorically exempt under California Environmental Quality Act (CEQA) Guidelines section 15301(b) as a Project involving minor alteration of existing public utilities facilities and equipment, with negligible or no expansion of existing or former use; therefore, CEQA review is not required. Attachments: • Attachment12.a: Attachment A: Sensus USA Contract, Contract C22177782 • Attachment12.b: Attachment B: E Source Companies, LLC. Contract; Amendment #2, C17165774A • Attachment12.c: Attachment C: Resolution 12 Packet Pg. 187 │ Page 1 of 133 CONTRACT No. C22177782 Master Products and Services Agreement between City of Palo Alto (“CITY”) and Sensus USA Inc. (“Sensus”) IN WITNESS WHEREOF, the parties have caused this Master Products and Services Agreement (“Agreement”) to be executed by their duly authorized representatives as of the day and year written below. The date of the last party to sign is the “Effective Date.” This Agreement shall commence on the Effective Date and continue for/until: 10 Years (“Initial Term”). At the end of the Initial Term, this Agreement shall automatically renew for a maximum of two (2) additional terms of 5 years each (each a “Renewal Term”), unless the CITY provides written notice to Sensus of its desire to not renew the Agreement one hundred twenty (120) days before the end of the then existing Term. The “Term” shall refer to both the Initial Term and the Renewal Term. This Agreement contains two parts: Part (1) is The FCC Notification for Spectrum Manager Lease Agreement, to be filed with the FCC by Sensus on behalf of the CITY and Part (2) is a Master Products and Services Agreement between Sensus and CITY. Together, these two parts create the Agreement. Pricing remains firm until 5/1/2024 (“Trigger Date”) All purchase orders shall be sent to the address provided by Sensus. Sensus may change this address upon notice to CITY. Contents of this Agreement: Part 1: Notification for Spectrum Manager Lease Agreement Part 2: Master Product and Services Agreement Exhibit A Software Exhibit B Technical Support Exhibit C Pricing Exhibit D Statement(s) of Work (“SOW”) Section 1 Base Station Installation SOW Section 2 Professional Services and Integration SOW Section 3 Meter Installation Services SOW Exhibit E System Requirements/Acceptance Testing Exhibit F-1 FlexNet System Performance Warranty Exhibit F-2 Equipment Warranties Exhibit F-3 Return Material Authorization Process Exhibit G Propagation Study Exhibit H DIR Registration for Public Works Projects Exhibit I Claims for Public Contract Code Section 9204 Public Works Projects Exhibit J Insurance Requirements Exhibit K Xylem Data Privacy Policy Exhibit L Cybersecurity Terms and Conditions Exhibit M CITY’s Zero Waste Program Exhibit N Sensus Network Performance Assurance Services Exhibit O Performance and Payment Bond Requirements CITY order acknowledgements shall be sent to: ___________________________________________________ Sensus shall send all invoices to: ___________________________________________________ 12.a Packet Pg. 188 │ Page 2 of 133 CONTRACT No. C22177782 SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the Effective Date defined above. CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee APPROVED: ____________________________ Utilities Director SENSUS USA INC. Officer 1 By: ____________________________ Name: Title: Officer 2 (Required for Corp. or LLC) By: ____________________________ Name: Title: 12.a Packet Pg. 189 │ Page 3 of 133 Part 1: Notification for Spectrum Manager Lease In order for Sensus to apply to the FCC on the CITY’s behalf for a spectrum manager lease, CITY must complete the information below in boxes one (1) through ten (10) and certify via authorized signature. CITY’s signature will indicate that CITY authorizes Sensus to file the spectrum manager lease notification on FCC Form 608 with the CITY as spectrum Lessee, and if CITY does not already have one, ownership disclosure information on FCC Form 602. 1. CITY/Lessee Name: Attention To: Name of Real Party in Interest: Street Address: CITY: State: Zip: Phone: Fax: Email: Is CITY contact information same as above? Yes No (If No, complete box 2 below) 2. Additional CITY/Lessee Contact Information Company Name: Attention To: Street Address: CITY: State: Zip: Phone: Fax: Email: 3. CITY/Lessee is a(n) (Select one): Individual ǀ Unincorporated Association ǀ Trust Government Entity ǀ Corporation ǀ Limited Liability Company ǀ General Partnership Limited Partnership ǀ Limited Liability Partnership ǀ Consortium ǀ Other __________ 4. FCC Form 602: FCC File Number of CITY’s Form 602 Ownership Information: __________. If CITY has not filed a Form 602, Sensus will file one for CITY. Please complete questions 5, 6, and 7 below if CITY does not have a Form 602 on file. CITY must complete items 8, 9 and 10 irrespective of whether CITY has an ownership report on file. 5. CITY Tax ID: 6. Individual Contact For FCC Matters Please designate one individual (the Director of Public Works or similar person) who is responsible to the FCC for the operation of the FlexNet radio system. Name Title: Email: Phone: 7. Ownership Disclosure Information If CITY/Lessee is a government entity, list the names of the Mayor and all Council Members below, as well as verify citizenship and ownership interests in any entity regulated by the FCC. Such ownership must be disclosed where a mayor/council member owns 10% or more, directly or indirectly, or has operating control of any entity subject to FCC regulation. If any answer to Ownership question is Yes, or any answer to Citizenship question is No, provide an attachment with further explanation. US Citizen? Ownership Disclosure? Mayor: Yes No Yes No Council Member: Yes No Yes No Council Member: Yes No Yes No Council Member: Yes No Yes No 12.a Packet Pg. 190 │ Page 4 of 133 Council Member: Yes No Yes No Council Member: Yes No Yes No Council Member: Yes No Yes No Council Member: Yes No Yes No Council Member: Yes No Yes No Council Member: Yes No Yes No 8. Alien Ownership Questions (if the answer is Yes, provide an attachment explaining the circumstances) 1) Is the CITY/Lessee a foreign government or the representative of any foreign government? Yes No 9. Basic Qualification Information 1) Has the CITY or any party to this application had any FCC station authorization, license, or construction permit revoked or had any application for an initial, modification or renewal of FCC station authorization, license or construction permit denied by the Commission? Yes No 2) Has the CITY or any party to this filing, or any party directly or indirectly controlling the CITY or any party to this filing ever been convicted of a felony by any state or federal court? Yes No 3) Has any court finally adjudged the CITY or any party directly or indirectly controlling the CITY guilty of unlawfully monopolizing or attempting to unlawfully monopolize radio communication, directly or indirectly, through control of manufacture or sale of radio apparatus, exclusive traffic arrangement, or any other means or unfair methods of competition? Yes No 10. CITY/Lessee Certification Statements 1) The CITY/Lessee agrees that the Lease is not a sale or transfer of the license itself. Yes 2) The CITY/Lessee acknowledges that it is required to comply with the Commission’s Rules and Regulations and other applicable law at all times, and if the CITY/Lessee fails to so comply, the Lease may be revoked, cancelled, or terminated by either the Licensee or the Commission. Yes 3) The CITY/Lessee certifies that neither it nor any other party to the Application/Notification is subject to a denial of Federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C § 862, because of a conviction for possession or distribution of a controlled substance (See Section 1.2002(b) of the rules, 47 CFR § 1.2002(b), for the definition of “party to the application” as used in this certification.) Yes 4) The CITY/Lessee hereby accepts Commission oversight and enforcement consistent with the license and lease authorization. The Lessee acknowledges that it must cooperate fully with any investigation or inquiry conducted either by the Commission or the Licensee, allow the Commission or the Licensee to conduct on-site inspections of transmission facilities, and suspend operations at the direction of the Commission or the Licensee and to the extent that such suspension of operation would be consistent with applicable Commission policies. Yes 5) The CITY/Lessee acknowledges that in the event an authorization held by a Licensee that has associated with it a spectrum leasing arrangement that is the subject of this filing is revoked, cancelled, terminated, or otherwise ceases to be in effect, the CITY/Lessee will have no continuing authority to use the leased spectrum and will be required to terminate its operations no later than the date on which the Licensee ceases to have any authority to operate under the license, unless otherwise authorized by the Commission. Yes 6) The CITY/Lessee agrees the Lease shall not be assigned to any entity that is not eligible or qualified to enter into a spectrum leasing arrangement under the Commission’s Rules and Regulations. Yes 7)The CITY/Lessee waives any claim to the use of any particular frequency or of the electromagnetic spectrum as against the regulatory power of the United States because of the previous use of the same, whether by spectrum lease or otherwise. Yes 8) The CITY/Lessee certifies that it is not in default on any payment for Commission licenses and that it is not delinquent on any non-tax debt owed to any federal agency. Yes The CITY/Lessee certifies that all of its statements made in this Application/Notification and in the schedules, exhibits, attachments, or documents incorporated by reference are material, are part of this Application/Notification, and are true, complete, correct, and made in good faith. The CITY/Lessee shall notify Sensus in writing in the event any information supplied on this form changes. CITY of Palo Alto By: {{Sig_es_:signer1:signature}} Title: {{Sig_es_:signer1:title}} Name: {{Sig_es_:signer1:fullname}} Date: {{Dte_es_:signer1:date}} FAILURE TO SIGN THIS APPLICATION MAY RESULT IN DISMISSAL OF THE APPLICATION AND FORFEITURE OF ANY FEES PAID. WILLFUL FALSE STATEMENTS MADE ON THIS FORM OR ANY ATTACHMENTS ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S. Code, Title 18, Section 1001) AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT (U.S. Code, Title 47, Section 312(a)(1)) AND/OR FORFEITURE (U.S. Code Title 47, Section 503). 12.a Packet Pg. 191 │ Page 5 of 133 Part 2: Master Product and Services Agreement 1. Equipment. A. Purchase of Equipment. i. Equipment. CITY will purchase from Sensus the quantities and types of Field Devices, RF Field Equipment, and other goods (collectively, “Equipment”) set forth in Exhibit C at the prices set forth in Exhibit C. ii. First Article Testing. Prior to manufacture of full order of FlexNet electric meters and/or modules, Sensus shall manufacture and deliver four (4) samples, or other CITY-designated quantity not to exceed twelve (12), (the “First Articles”) of each electric meter and/or module ordered to CITY to ensure that the meter and/or module meets the CITY’s Requirements Documentation. Following CITY acceptance of the First Articles in accordance with Sensus’ first article process, Sensus will commence manufacture of the applicable meters and/or modules. As used herein, Requirements Documentation shall mean the meter order packet, nameplate definition and approval, manufacturing data file, specific metrology configuration, specific FlexNet configuration, and labeling information. iii. Delivery. Customer shall pay for delivery of the Equipment from Sensus’ or Sensus’ contracted manufacturers’ factory to Sensus’ subcontractor’s warehouse. All Equipment is shipped DAP CITY’s designated ship to location (Incoterms 2020) prepay freight and add, Notwithstanding the forgoing, title to, and property in, Equipment will pass to CITY upon acceptance. CITY must provide notice to Sensus within fifteen (15) calendar days from delivery of Equipment shipments that are not deemed as accepted due to a failure to meet the agreed upon specifications; otherwise shipments shall be deemed as successfully accepted by CITY. Risk of Loss to the Equipment shall also pass to CITY upon acceptance. iv. Project Number. CITY shall include the Sensus project number on all Purchase Orders. Orders submitted to Sensus may not be canceled or amended, or deliveries deferred, by City except with Sensus’ prior written consent, such consent not to be unreasonably withheld. v. Equipment Warranties. The Equipment purchased directly from Sensus is warranted as set forth in this subsection (v). (a) Sensus warrants its water metering equipment and gas SmartPoint Modules according to the terms and conditions (including all limitations and exclusions) in the Sensus G-500 warranty, attached to this Agreement as Exhibit F-2 (“G-500 Warranty”). To the extent the terms of the G-500 Warranty conflict with the terms in this Agreement, the terms of this Agreement shall control. (b) Sensus warrants all other goods, software, and services, except for the water metering equipment and gas SmartPoint Modules, according to the terms and conditions (including all limitations and exclusions) in the Sensus Limited Warranty, attached to this Agreement as Exhibit F-2 (“General Limited Warranty”). To the extent the terms of the General Limited Warranty conflict with the terms in this Agreement, the terms of this Agreement shall control. vi. Equipment Services Warranty. Sensus represents and warrants that: (a) Sensus and its applicable subcontractors will perform all services in a timely, professional and workmanlike manner in compliance with this Agreement and with a level of care, skill, practice and judgment consistent with generally recognized industry standards and practices for similar services, using personnel with the requisite skill, experience and qualifications, will devote adequate resources, and be responsible for its own means and methods to meet its obligations under this Agreement; and (b) for a period of twelve (12) months from the date of installation, Field Devices installed by Sensus’ subcontractor at the premise of Customer’s End Users will remain free from any defects in workmanship and any such material which is supplied by the subcontractor during the installation services. Sensus or Sensus’ subcontractor shall repair (or cure the defect) for any breach of the foregoing warranties. vii. FlexNet Performance Warranty. Sensus warrants the performance of the FlexNet System as set forth in the Exhibit F-1. B. Limitations and Exclusions. THE WARRANTIES IN THIS SECTION 1 ARE THE ONLY WARRANTIES GIVEN WITH RESPECT TO THE GOODS, SOFTWARE LICENSES, AND SERVICES SOLD OR OTHERWISE PROVIDED BY SENSUS. SENSUS EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE REGARDING ANY MATTER IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT AND TITLE. C. Ongoing Maintenance of Equipment. i. Field Devices. CITY shall be responsible for the ongoing maintenance of the Field Devices. CITY shall provide the field services labor to visit a problem Field Device and perform diagnostics and repair or replacement. For electricity products, CITY shall first test and confirm that each socket to which a Field Device will be/is connected is in safe operating condition, is fully functional, is not corroded, does not contain improperly installed jaws or other deficiencies, complies with ANSI standards, and is not hot, damaged, or otherwise in need of maintenance or repair. ii. RF Field Equipment. CITY shall be responsible for the ongoing maintenance of the RF Field Equipment. CITY shall be responsible for the ongoing monthly operations and expenses related to the RF Field Equipment, including any leasing costs, construction costs, taxes and costs of WAN Backhaul. CITY shall pay for electric power to the RF Field Equipment. 2. Services. A. Installation of Equipment. i. Generally. The parties shall have their respective obligations for the deployment and operation of the FlexNet System as set forth in the Statement of Work attached as Exhibit D. ii. Field Devices. Sensus shall install the Field Devices at End Users’ premise or other location as applicable for the pricing set forth in Exhibit C. For electricity products, CITY shall first test and confirm that each socket to which a Network Device will be connected is in safe operating condition, is fully functional and is not “hot”, damaged or otherwise in need of maintenance or repair. iii. RF Field Equipment. Sensus shall perform the propagation analysis in the Service Territory to determine where to locate the RF Field Equipment. For the prices set forth in Exhibit C, Sensus, or its subcontractor, shall perform Sensus’ obligations in Exhibit D with regards to the RF Field Equipment installation. CITY shall perform CITY’s obligations in Exhibit D with regards to the RF Field Equipment installation. iv. Prevailing Wages and DIR Registration for Public Works. The Equipment installation work outlined in Exhibit D, Sections 3.3 through 3.9, is subject to prevailing wages and related requirements as a “public works” under California Labor Code Sections 1720 et seq. and related regulations. Sensus is required to pay general prevailing wages as defined in California Labor Code Section 1773.1 and Subchapter 3, Title 8 of the California Code of Regulations 12.a Packet Pg. 192 │ Page 6 of 133 Section 16000 et seq., as amended from time to time. Pursuant to Labor Code Section 1773, the CITY has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the State of California Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the CITY’s Purchasing Department office. The general prevailing wage rates are also available at the DIR, Division of Labor Statistics and Research, web site (see e.g., http://www.dir.ca.gov/DLSR/PWD/index.htm) as amended from time to time. Sensus or its subcontractor shall post a copy of the general prevailing wage rates at all applicable job sites and shall pay the adopted prevailing wage rates as a minimum. SENSUS shall comply with all applicable provisions of Division 2, Part 7, Chapter 1 of the California Labor Code (Labor Code Section 1720 et seq.), including but not limited to Sections 1725.5, 1771, 1771.1, 1771.4, 1773.2, 1774, 1775, 1776, 1777.5, 1782, 1810, 1813 and 1815, and all applicable implementing regulations, including but not limited to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq. (8 CCR Section 16000 et seq.), as amended from time to time. Sensus shall comply with the requirements of Exhibit H, entitled “DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS”, for any contract for public works construction, alteration, demolition, repair or maintenance, including but not limited to the obligations to register with, and furnish certified payroll records directly to, DIR. v. Claims Procedure for “9204 Public Works Projects”. For purposes of this Section, 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.) The Equipment installation is a 9204 Public Works Project and is required to comply with the claims procedures set forth in Exhibit I, entitled “Claims for Public Contract Code Section 9204 Public Works Projects.” vi. Performance Bond and Payment Bond Requirements. Sensus shall provide a performance bond and a payment bond for the Equipment installation services set forth in Exhibit D, Statement of Work, Sections 3.3 through 3.9. according to the terms outlined below and as set forth in Exhibit O, Performance and Payment Bond for Installation Services. (a) Within ten (10) days after the issuance of the notice to proceed with the Equipment installation services, and prior to commencing those services, SENSUS shall provide to CITY a payment bond and a performance bond, each in the penal sum of 100% of the total payment due for the Equipment installation services set forth in Exhibit D, Sections 3.3 through 3.9, as specified in Exhibit C, Pricing. Each bond shall be in substantially the same form as contained in Exhibit O, Performance and Payment Bond for Installation Services, and shall be signed by the authorized representatives for Sensus and its bond surety and properly notarized. If CITY determines that any bond required hereunder is insufficient based on failure to comply with the requirements set forth herein, the bond shall be replaced within ten (10) days by a bond that fully complies with the requirements of this Section. Likewise, if the issuing surety cancels a bond or becomes insolvent, within ten (10) days, Sensus must substitute an acceptable admitted surety and provide a replacement bond. No further payments to Sensus for Equipment installation services performed pursuant to Exhibit D shall be made or due until Sensus has fully complied with the requirements of this Section. (b) The payment bond must fully comply with the requirements California Civil Code section 9550 et seq. The performance bond shall remain in effect for the duration of the period of all warranties required for the Equipment installation services provided pursuant to Exhibit D, and shall assure faithful performance of all Sensus’ obligations with regard to those installation services, including, without limitation, all obligations that survive expiration or termination of this Agreement, including, but not limited to Sensus’ warranty and indemnity obligations. (c) If the total amount of compensation due to Sensus for the Equipment installation services is increased by five percent (5%) or more over the original amount set forth in Exhibit C for those services, Sensus shall promptly furnish such additional security as may be required by CITY, which may include supplemental or replacement bonds, to protect CITY’s interests and those interests of persons or firms eligible to submit a claim for payment pursuant to section 9100 of the California Civil Code. (d) Each bond surety must have a current A.M. Best A VIII rating and must be an admitted surety subject to the provisions of Code of Civil Procedure Section 995.610 et seq. (e) CITY agrees to reimburse Sensus annually for its direct costs to provide the bonds required herein (not to exceed 2.75% of the total payment due by City for the equipment installation services). (f) Each bond shall name CITY as obligee. (g) Modifications to the requirements for Equipment installation services set forth in Exhibit D, Sections 3.3 through 3.9, including change orders or field orders, which operate to modify the compensation due for those services in Exhibit C, shall in no way release or exonerate Sensus or its sureties from their obligations and notice thereof is waived by its sureties. (h) CITY and its authorized representatives may communicate with Sensus’ sureties with respect to matters that are related to Sensus’ performance of its obligations pursuant to Exhibit D of the Agreement. Such communications shall not create or be interpreted as creating any contractual relationship between CITY or any such surety. B. IT Systems Integration Services. Integration of the Software into CITY’s new or existing internal IT systems is included in this Agreement as set forth in Exhibit D for the prices listed in Exhibit C. C. Technical Support. Sensus shall provide CITY the technical support set forth in Exhibit B. D. Project Management. Project management of the FlexNet System is included in this Agreement as set forth in Exhibit D for the prices listed in Exhibit C. E. Training. Training on the use of the FlexNet System is included in this Agreement as set forth in Exhibit D for the prices listed in Exhibit C. F. Optional Network Performance Assurance Services. Sensus shall provide CITY with the Network Performance Assurance Services as set forth in Exhibit N for the prices listed in Exhibit C only if CITY provides written notice to Sensus of its desire to receive said services six (6) months prior to the expected date of delivery of such services. 12.a Packet Pg. 193 │ Page 7 of 133 3. Software. A. Software as a Service (SaaS). Sensus shall provide CITY with Software as a Service, as defined in Exhibit A, only so long as CITY is current in its payments for such services. B. UCITA. To the maximum extent permitted by law, the Parties agree that the Uniform Computer Information Transaction Act as enacted by any state shall not apply, in whole or in part, to this Agreement. 4. Spectrum. A. Definitions in this Section 4. In this Section 4 only, “Sensus” shall mean Sensus USA Inc. and its wholly owned subsidiary, Sensus Spectrum LLC. B. Spectrum Lease. Sensus hereby grants to CITY, and CITY accepts, a spectrum manager lease (“Spectrum Lease”) over the frequencies of certain FCC license(s) (“FCC License”) solely within CITY’s Service Territory. (The frequencies of the FCC License within CITY’s geographic Service Territory are called the “Leased Spectrum”). CITY shall pay the Ongoing Fees for use of the Leased Spectrum. C. FCC Forms. At the Federal Communications Commission (“FCC”), Sensus will; (1) obtain an FCC Registration Number (“FRN”)) for CITY; (2) submit on behalf of CITY the FCC Form 602 Ownership Disclosure Information if CITY has not already done so; and (3) file a FCC Form 608, notification/application for long-term spectrum manager lease. This Lease becomes effective when the FCC accepts the FCC Form 608. D. Lease Application. In order to complete the FCC lease application, CITY will promptly: i. Complete and sign the representations in Part 1 of this Agreement such that CITY demonstrates it qualifies for a spectrum lease under FCC rules. CITY’s signature will indicate that CITY authorizes Sensus to; (1) obtain an FRN on behalf of CITY; (2) submit the FCC Form 602 Ownership Disclosure Information on behalf of CITY if CITY has not already done so; and (3) file the spectrum manager lease notification on FCC Form 608 with the CITY as spectrum lessee. ii. Give Sensus the coordinates of the boundaries of CITY’s Service Territory or, alternatively, approve Sensus’ estimation of the same. iii. If CITY has not already done so; CITY hereby authorizes Sensus to apply on CITY’s behalf and obtain for CITY a Federal Registration Number (FRN, the FCC’s unique identifier for each licensee) and shall supply Sensus with CITY’s Taxpayer Identification Number (“TIN”). iv. Provide any other information or other cooperation reasonably necessary for the Parties to perform as set forth herein. E. Permitted Use of Spectrum Lease. CITY may transmit or receive over the Leased Spectrum only in the Service Territory and only using FlexNet equipment manufactured by Sensus and used in accordance with Sensus’ specifications. CITY may use the Leased Spectrum only to read and direct meters in support of CITY’s primary utility business or any other operation approved by Sensus in writing. Without limiting the foregoing, CITY is prohibited from reselling, subleasing or sublicensing the Leased Spectrum or from transmitting voice communications over the Leased Spectrum. For each piece of RF Field Equipment used by CITY, CITY shall affix a Sensus-supplied label to the exterior of the RF Field Equipment cabinet or other appropriate visible place to indicate that RF operation is conducted under authority of FCC License(s) issued to Sensus. F. Term of Spectrum Lease. Unless terminated earlier (because, for example, CITY stops using the FlexNet equipment or because this Agreement terminates or expires for any reason), this Spectrum Lease will have the same term as the FCC license. If CITY is operating in compliance with this Agreement and is current on any payments owed to Sensus, when the FCC License renews, the Parties will apply to the FCC to renew this Spectrum Lease. G. Termination of Spectrum Lease. The Spectrum Lease will terminate: (a) two months after CITY stops transmitting with FlexNet equipment manufactured by Sensus; (b) upon termination, revocation or expiration of the FCC License; (c) upon CITY’s breach of this Agreement; or (d) upon termination or expiration of this Agreement for any reason. H. FCC Compliance. The following FCC requirements apply i. Pursuant to 47 CFR 1.9040(a); a. CITY must comply at all times with applicable FCC rules. This Agreement may be revoked by Sensus or the FCC if CITY fails to so comply; b. If the FCC License is terminated, CITY has no continuing right to use the Leased Spectrum unless otherwise authorized by the FCC; c. This Agreement is not an assignment, sale or other transfer of the FCC License; d. This Agreement may not be assigned except upon written consent of Sensus, which consent may be withheld in its discretion; and e. In any event, Sensus will not consent to an assignment that does not satisfy FCC rules. ii. Referencing 47 CFR 1.9010, Sensus retains de jure and de facto control over the applicable radio facilities, including that, a. Sensus will be responsible for CITY’s compliance with FCC policies and rules. Sensus is responsible for engineering the FlexNet equipment and accompanying software and other programs to comply with FCC rules. CITY will operate the FlexNet equipment subject to Sensus’ supervision and control and solely in accordance with Sensus’ specifications. Sensus retains the right to inspect CITY’s radio operations hereunder and to terminate this Agreement or take any other necessary steps to resolve a violation of FCC rules, including to order CITY to cease transmission. Sensus will act as spectrum manager in assigning spectrum under the FCC License so as to avoid any harmful interference or other violation of FCC rules. Sensus will be responsible for resolving any interference complaints or other FCC rule violations that may arise; and b. Sensus will file any necessary FCC forms or applications and CITY agrees to reasonably assist Sensus with such filing by providing any necessary information or other cooperation. Sensus will otherwise interact with the FCC with respect to this Agreement, the FCC License or FlexNet equipment. iii. CITY must continue operations on the spectrum during the Term of this Agreement. If CITY stops operations for any period of time, CITY must notify Sensus by sending an email to legal@xyleminc.com. CITY may not pause or discontinue operations for more than 180 days. I. Interference. CITY agrees to report to Sensus promptly, and in no event later than 72 hours afterward, any incident related to the Leased Spectrum, including where CITY experiences harmful interference, receives a complaint or other notice of having caused harmful interference, or receives any type of communication from the FCC or other government agency regarding radio transmission. 5. General Terms and Conditions. A. Payment. All payment and pricing is subject to the terms in Exhibit C. B. Indemnity. i. Infringement Indemnity. Sensus shall indemnify, hold harmless, and defend CITY from and against any claim, judgment by a court of competent jurisdiction, or settlement reached from any litigation instituted against CITY in the United States by a third party which alleges that the FlexNet System provided hereunder infringes upon the patents, copyrights, trade secrets, trademark, or other recognized right in intellectual property of such third party, provided that Sensus shall have the right to select counsel in such proceedings and control such proceedings; however, Sensus will not settle a claim or consent to the entry of any judgment that solely names CITY as a Sensus customer defendant without CITY’s consent except where the judgement or proposed settlement involves only the payment of money damages by Sensus, does not impose any obligation upon the CITY, and Sensus obtains a full 12.a Packet Pg. 194 │ Page 8 of 133 and complete release of CITY. Notwithstanding the foregoing, Sensus shall have no liability under this indemnity unless CITY provides Sensus with written notice of any claim hereunder within twenty (20) business days of receiving it. CITY agrees to reasonably cooperate with and assist Sensus in any such proceedings. Further, Sensus shall have no liability hereunder if such claim is related to; (i) any change, modification or alteration made to the FlexNet System by CITY or a third party, (ii) use of the FlexNet System in combination with any goods or services not provided by Sensus hereunder, (iii) CITY’s failure to use the most recent version of the Software provided by Sensus or to otherwise take any corrective action as reasonably directed by Sensus, (iv) compliance by Sensus with any designs, specifications or instructions provided by CITY, provided that Sensus first advises CITY in writing why such designs, specifications, or instructions are not advised, (v) use of the FlexNet System that is materially other than for the Permitted Use. In the event the FlexNet System is adjudicated to infringe the intellectual property rights of a third party and its use is enjoined, or, if in the reasonable opinion of Sensus, the FlexNet System is likely to become the subject of an infringement claim, Sensus, at its sole discretion and expense, may; (i) procure for CITY the right to continue using the FlexNet System or (ii) modify or replace the FlexNet System so that it becomes non-infringing provided the modified or replacement FlexNet System is functionally equivalent to the original FlexNet System contemplated under this Agreement. If neither of the foregoing options is reasonably available to Sensus, in its sole discretion, then CITY may terminate the Agreement and CITY shall be entitled to a prorated refund of any prepaid Ongoing Fees calculated as of the effective date of the Agreement’s termination. THIS SECTION STATES CITY’S SOLE AND EXCLUSIVE REMEDY AND SENSUS’ ENTIRE LIABILITY FOR ANY CLAIM OF INFRINGEMENT. ii. General Indemnification. Sensus shall defend, indemnify, and hold harmless the CITY, its parent, subsidiaries, affiliates, and its directors, officers, agents, representatives, contractors, employees, successors and assigns from and against costs, expenses, damages, suits, actions, liabilities, losses and judgements, arising from third party claims for actual damages for personal injuries (including death) and tangible property damage, to the extent such third party claims arise from Sensus or Sensus’ subcontractor’s negligent acts or omissions or willful misconduct during the performance of this Agreement. C. Limitation of Liability. i. SENSUS LIMITATION OF LIABILITY. SENSUS’ AGGREGATE LIABILITY IN ANY AND ALL CAUSES OF ACTION ARISING UNDER, OUT OF OR IN RELATION TO THIS AGREEMENT, ITS NEGOTIATION, PERFORMANCE, BREACH OR TERMINATION (COLLECTIVELY “CAUSES OF ACTION”) SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER DIRECTLY TO SENSUS UNDER THIS AGREEMENT. THIS IS SO WHETHER THE CAUSES OF ACTION ARE IN TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY, IN CONTRACT, UNDER STATUTE OR OTHERWISE. SENSUS’ LIABILITY LIMIT SET FORTH HEREIN SHALL NOT APPLY TO (1) DAMAGES CAUSED BY SENSUS’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (2) SENSUS’ OBLIGATIONS TO INDEMNIFY AND DEFEND THE CITY UNDER THIS AGREEMENT, (3) LIMIT CLAIMS OR GENERAL DAMAGES THAT FALL WITHIN THE INSURANCE COVERAGE REQUIREMENTS OF THIS AGREEMENT, (4) WRONGFUL DEATH CAUSED BY SENSUS. AS SEPARATE AND INDEPENDENT LIMITATIONS ON LIABILITY, SENSUS’ LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES. IN NO EVENT SHALL SENSUS BE LIABLE TO CITY, REGARDLESS OF WHETHER ANY CLAIM IS BASED ON CONTRACT OR TORT, FOR SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENAL DAMAGES OR FOR; (I) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; NOR ANY OTHER PROVISION OF THIS AGREEMENT, NOR (II) ANY REVENUE OR PROFITS LOST BY CITY OR ITS AFFILIATES FROM ANY END USER(S), IRRESPECTIVE WHETHER SUCH LOST REVENUE OR PROFITS IS CATEGORIZED AS DIRECT DAMAGES OR OTHERWISE; NOR (III) ANY IN/OUT COSTS; NOR (IV) MANUAL METER READ COSTS AND EXPENSES (V) DAMAGES ARISING FROM MAINCASE OR BOTTOM PLATE BREAKAGE CAUSED BY FREEZING TEMPERATURES, WATER HAMMER CONDITIONS, OR EXCESSIVE WATER PRESSURE; (IV) DAMAGES ARISING FROM EQUIPMENT STRIKING THE METER AND DAMAGING THE METER IN ANY WAY, OVER RANGE CAPACITY USAGE, EXCESSIVE GAS PRESSURE ABOVE ALLOWABLE OPERATING PRESSURE; (V) ANY DAMAGE OF ANY KIND, WHETHER TO THE GAS METER OR OTHERWISE, ARISING FROM THE USE OF GAS METERS WITH EROSIVE, CORROSIVE, OR POTENTIALLY FREEZING LIQUIDS OR GASSES. THE LIMITATIONS ON LIABILITY SET FORTH IN THIS AGREEMENT ARE FUNDAMENTAL INDUCEMENTS TO SENSUS ENTERING INTO THIS AGREEMENT. THEY APPLY UNCONDITIONALLY AND IN ALL RESPECTS. THEY ARE TO BE INTERPRETED BROADLY SO AS TO GIVE SENSUS THE MAXIMUM PROTECTION PERMITTED UNDER LAW ii. CITY LIMITATION OF LIABILITY. CITY’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE PAYMENT OF THE COMPENSATION PROVIDED FOR IN EXHIBIT C OF THIS AGREEMENT. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR THE TERMINATION/SUSPENSTION COSTS OUTLINED IN SECTION 5(X)(iii) BELOW, IN NO EVENT SHALL CITY BE LIABLE, REGARDLESS OF WHETHER ANY CLAIM IS BASED ON CONTRACT OR TORT, FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PERFORMED IN CONNECTION WITH THIS AGREEMENT. D. Termination. Either party may terminate this Agreement earlier if the other party commits a material breach of this Agreement and such material breach is not cured within forty-five (45) days of written notice by the other party. In the event that any particular breach cannot reasonably be cured within such forty-five (45) day period, provided the party in breach is exerting continuous, good faith efforts to cure the breach, the forty-five (45) day period shall toll for so long as such efforts continue. Upon any expiration or termination of this Agreement, Sensus’ and CITY’s obligations hereunder shall cease and the software as a service and Spectrum Lease shall immediately cease. i. In the event of Agreement termination, SENSUS will be paid for the Services rendered and Equipment delivered to CITY in accordance with the Agreement up and until the termination effective date; provided, however, if this Agreement is terminated on account of a default by SENSUS, CITY will be obligated to compensate SENSUS only for that portion of SENSUS’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. ii. The following Sections will survive any expiration or termination of this Agreement: Section 1(A)(v-vii), Section 1(B), Section 2(A)(v), Section 5(B), Section 5(C), Section 5(D)(i-ii), Section 5(F), Section 5(G), Section 5(H), Section 5(J), Section 5(M), Section 5(T), Section 5(X), Section 5(AA). E. Force Majeure. If either party becomes unable, either wholly or in part, by an event of Force Majeure, to fulfill its obligations under this Agreement, the obligations affected by the event of Force Majeure will be suspended during the continuance of that inability. The party affected by the force majeure will take reasonable steps to mitigate the Force Majeure. F. Intellectual Property Rights i. Software and Materials. No Intellectual Property is assigned to CITY hereunder. Excluding CITY Data, Sensus shall own or continue to own all right, title, 12.a Packet Pg. 195 │ Page 9 of 133 and interest in and to the Intellectual Property associated with the Software and related documentation, including any derivations and/or derivative works (the “Sensus IP”). To the extent, if any, that any ownership interest in and to such Sensus IP does not automatically vest in Sensus by virtue of this Agreement or otherwise, and instead vests in CITY, CITY agrees to grant and assign and hereby does grant and assign to Sensus all right, title, and interest that CITY may have in and to such Sensus IP. CITY agrees not to reverse engineer any Sensus Products purchased or provided hereunder. ii. CITY Data. Notwithstanding the prior paragraph, as between CITY and Sensus, CITY remains the owner of all right, title or interest in or to any CITY Data. “CITY Data” means solely usage data collected by the Field Devices. To avoid doubt, CITY Data does not include non-End User usage data collected by the Field Devices, Software, or FlexNet System, such as network and equipment status information or the like. iii. Consent to Use of CITY Data. CITY hereby grants to Sensus a royalty-free, non-exclusive, irrevocable right and license to access, store, and use such CITY Data and any other data or information provided to Sensus, to (1) provide the Service; (2) analyze and improve the Service; (3) analyze and improve any Sensus or affiliate equipment, software, or service; or (4) for any other internal use, provided that the CITY Data is anonymized and aggregated. As used herein, “Service” means Sensus' obligations under this Agreement.  iv. Copy of CITY Data. Upon CITY’s written request, Sensus will provide CITY a quote to deliver a CMEP file consisting of the most recent 60 days of CMEP interval file data. Sensus will deliver the CMEP file in accordance with the quote upon CITY’s acceptance of the quote. G. Data Privacy. i. CITY acknowledges that Sensus and its Affiliates (collectively, “Xylem”) will collect and process personal data for the purposes outlined in this Agreement. Xylem’s data privacy policy is as set forth in Exhibit K. CITY acknowledges that it has read and understood Xylem’s privacy policy and agrees to the use of personal data outlined therein. The collection and use of personal data by CITY is CITY’s responsibility. ii. This Agreement is also subject to the terms and conditions of the CITY’s Cybersecurity Terms and Conditions as set forth in Exhibit L.  H. Confidentiality. i. In the performance of this Agreement, Sensus may have access to CITY’s Confidential Information (defined below). Sensus will hold CITY’s 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. Sensus will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of CITY’s Confidential Information. Notwithstanding the foregoing, Sensus may disclose CITY’s Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform Sensus’ obligations to CITY under this Agreement and for no other purpose, provided that the Sensus informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement.  ii. “CITY 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 Sensus by CITY, directly or indirectly, pursuant to this Agreement. iii. Except as may be required under applicable law, court order, or regulation, or to the extent required to perform and enforce this Agreement, both parties shall (and shall cause their employees and contractors to) keep all Confidential Information (defined in the Definitions Section of this Agreement) strictly confidential and shall not disclose it to any third party. The Confidential Information may be transmitted orally, in writing, electronically or otherwise observed by either party. iv. CITY Confidential Information and Confidential Information excludes information that: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a party’s breach of this Agreement; (ii) was rightfully in a party’s possession free of any obligation of confidence prior to receipt of City Confidential Information and/or Confidential Information; (iii) is rightfully obtained by a party from a third party without breach of any confidentiality obligation outlined this Agreement; (iv) is independently developed by employees of Sensus or the CITY without any use of or access to the CITY Confidential Information or Confidential Information; or (v) Sensus has written consent to disclose CITY Confidential Information or Confidential Information signed by an authorized representative of the disclosing party. v. Notwithstanding the foregoing, Sensus may disclose City Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that Sensus will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless Sensus is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order. vi. Sensus will notify CITY promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, CITY Confidential Information in its possession or control, and if such CITY Confidential Information consists of Personal Information, Sensus 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. vii. Prior to or upon termination or expiration of this Agreement, Sensus will honor any request from the CITY to return or securely destroy all copies of CITY Confidential Information except for City Confidential Information considered to be anonymized and aggregated CITY Data as outlined in Section 5(F) above. viii. Notwithstanding anything else to the contrary contained in this Agreement, Sensus hereby acknowledges and expressly agrees, that CITY is subject to the California Public Records Act (Gov. Code Section 6250 et seq., as amended from time to time) and is required, upon request, to disclose information, unless such information is protected from disclosure. CITY shall notify Sensus within five (5) business days of receiving a request under the applicable laws for any records which would constitute Confidential Information and, to the extent allowed by law, CITY shall apply exceptions to disclosure of the Confidential Information that are applicable. If a suit is filed by a member of the public with respect to any such request, CITY will cooperate in any action to intervene filed by Sensus. Notwithstanding any provision in this Agreement to the contrary, Sensus will indemnify and hold harmless CITY for any and all costs and attorneys’ fees awarded to a prevailing plaintiff, arising out of or related to a suit which results from CITY’s actions, taken at Sensus’ request, in compliance with this provision in protecting the Confidential Information from public disclosure. Whether or not there is a request or demand of any third party not a Party to this Agreement (the “Requestor”) for the production, inspection and/or copying of information designated by CITY as Confidential Information, Sensus shall be solely responsible for taking whatever legal steps CITY deems necessary to protect information deemed by it to be Confidential Information and to prevent release of information to the Requestor (including the release of such information by Sensus). Under no circumstances will Sensus be permitted to comply with the Requestor’s demand for disclosure of such Confidential Information that CITY deems confidential and not intended for disclosure to the general public, or otherwise publicly disclose the Confidential Information to any person not authorized by law to receive such information. I. Compliance with Laws. Both parties shall comply with all applicable country, federal, state, and local laws and regulations, as set forth at the time of acceptance and as may be amended, changed, or supplemented. Neither party shall take any action or permit the taking of any action by a third party, which may render the other party liable for a violation of applicable laws. Sensus shall procure all permits and licenses, pay all applicable charges and fees, and give all notices 12.a Packet Pg. 196 │ Page 10 of 133 required by law in the performance of the Services. i. Export Control Laws. CITY shall; (i) comply with all applicable U.S. and local laws and regulations governing the use, export, import, re-export, and transfer of products, technology, and services. By ordering equipment, software or services, CITY certifies that it is not on any U.S. government export exclusion list. ii. Anti-Corruption Laws. CITY shall comply with the United States Foreign Corrupt Practices Act (FCPA), 15 U.S.C. §§ 78dd-1, et seq.; and any other applicable laws and regulations relating to anti-corruption in the CITY’s county or any country where performance of this Agreement, or delivery or use of equipment, software or services will occur. J. Non-Waiver of Rights. A waiver by either party of any breach of this Agreement or the failure or delay of either party to enforce any of the articles or other provisions of this Agreement will not in any way affect, limit or waive that party’s right to enforce and compel strict compliance with the same or other articles or provisions. i. No Implied Waiver. No payment, partial payment, acceptance, or partial acceptance by CITY shall operate as a waiver on the part of CITY of any of its rights under this Agreement. Moreover, any waiver by either party of any breach of this Agreement shall be in writing and shall not constitute a continuing waiver. K. Assignment and Sub-contracting. i. The parties agree that the expertise and experience of Sensus are material considerations for CITY entering into this Agreement. Sensus shall not assign the performance of any of SENSUS’ obligations hereunder without the prior written consent of the CITY. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the CITY will be void. Notwithstanding the foregoing, either party may assign, transfer, or delegate this Agreement by providing formal written notice to the other party but without requiring the other party’s consent; (i) to an Affiliate; (ii) as part of a merger; or (iii) to a purchaser of all or substantially all of its assets. Apart from the foregoing, neither party may assign, transfer or delegate this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld. ii. CITY agrees that subcontractors may be used to complete the Services. Sensus shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning compensation of subcontractors. Sensus shall be fully responsible to CITY for all acts and omissions of subcontractors. Sensus shall change or add subcontractors only with the prior written approval of the CITY. L. Amendments. No alteration, amendment, or other modification shall be binding unless in writing and signed by the duly authorized representatives of both CITY and Sensus. M. Governing Law and Dispute Resolution. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of California. Any and all disputes arising under, out of, or in relation to this Agreement, its negotiation, performance or termination (“Disputes”) shall first be resolved by mediation between the Parties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES AGREE TO A BENCH TRIAL AND THAT THERE SHALL BE NO JURY IN ANY DISPUTES. In the event that an action is brought, the parties agree that the venue for any trial will be in the state courts of California, in the County of Santa Clara, State of California. N. Acknowledgement of Events. The parties acknowledge that this Agreement is being entered into in the context of a pandemic (known as the COVID-19 pandemic), which has the potential to cause disruptions and delays to the work beyond the Parties’ reasonable control. The Parties agree that an actual delay directly required by compliance with COVID-19 governmental orders or regulations, and not due to fault or negligence of the SENSUS, may be considered an excusable delay (as below) in accordance with this section. SENSUS may be entitled to an equitable adjustment in schedule in the event such COVID-19-related delays occur, but only to the extent reasonably required based upon the circumstances, as agreed in writing by the CITY’s Project Manager. A COVID-19-related excusable delay will not be a default or a ground for termination for cause of the Agreement, provided that the SENSUS provides the CITY with prompt and detailed notice of the COVID-19-related delay as soon as is reasonably feasible under the circumstances and uses reasonable efforts to overcome the effects of such delay as promptly as reasonably feasible under the circumstances. Notwithstanding the above provisions of this Section, in the event of a period of nonperformance by SENSUS lasting more than thirty (30) days due to a COVID-19-related delay, CITY may elect to terminate this Agreement pursuant to its termination rights outlined in Section 5(D) above. The parties shall work, in good faith, to make any reasonable adjustments that may be required as a result of COVID-19. O. Severability. In the event any provision of this Agreement is held to be void, unlawful or otherwise unenforceable, that provision will be severed from the remainder of the Agreement and replaced automatically by a provision containing terms as nearly like the void, unlawful, or unenforceable provision as possible; and the Agreement, as so modified, will continue to be in full force and effect. P. Four Corners. This written Agreement, including all of its exhibits, represents the entire understanding between and obligations of the parties and supersedes all prior understandings, agreements, negotiations, and proposals, whether written or oral, formal or informal between the parties. Any additional writings shall not modify any limitations or remedies provided in the Agreement. There are no other terms or conditions, oral, written, electronic or otherwise. There are no implied obligations. All obligations are specifically set forth in this Agreement. Further, there are no representations that induced this Agreement that are not included in it. The ONLY operative provisions are set forth in writing in this Agreement. Without limiting the generality of the foregoing, no purchase order placed by or on behalf of CITY shall alter any of the terms of this Agreement. The parties agree that such documents are for administrative purposes only, even if they have terms and conditions printed on them and even if and when they are accepted and/or processed by Sensus. Any goods, software or services delivered or provided in anticipation of this Agreement (for e.g., as part of a pilot or because this Agreement has not yet been signed but the parties have begun the deployment) under purchase orders placed prior to the execution of this Agreement are governed by this Agreement upon its execution and it replaces and supersedes any such purchase orders. Q. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Additionally, this Agreement may be executed by facsimile or electronic copies, all of which shall be considered an original for all purposes. R. PROJECT MANAGEMENT. i. Sensus will assign Wayne Schmieder as the Sensus Project Manager to have supervisory responsibility for the performance, progress, and execution of 12.a Packet Pg. 197 │ Page 11 of 133 the Services and represent Sensus during the day-to-day performance of the Services. If circumstances cause the substitution of the Sensus’ Project Manager or any other of Sensus’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. SENSUS, at CITY’s request, shall promptly remove Sensus 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. ii. CITY’s Project Manager is Dave Yuan, Utilities Administration Department, Palo Alto, California, 94301, Telephone: 650.329.2522. CITY’s Project Manager will be Sensus’ point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time. S. INDEPENDENT CONTRACTOR. Sensus acknowledges and agrees that Sensus and any agent or employee of Sensus 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 Sensus performs the Services requested by CITY under this Agreement. Sensus and any agent or employee of Sensus 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. Sensus 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 Sensus’ performance of the Services, or any agent or employee of Sensus providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and SENSUS or any agent or employee of Sensus. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of Sensus’ provision of the Services only, and not as to the means by which such a result is obtained. T. AUDITS. During the Term of the Agreement, and for four years thereafter, upon reasonable notice from CITY and during a mutually agreed upon date and time, Sensus shall provide CITY and its agents and representatives with access to records and supporting documentation so that CITY may audit the fees charged, or expenses reimbursed to Sensus, in order to determine that such fees are accurate and in accordance with this Agreement and that work charged was actually performed. U. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. Sensus shall use reasonable efforts to comply with the CITY’s Environmentally Preferred Purchasing policies, without impacting the cost of the Equipment and/or Services, as stated below and as attached as Exhibit M. Sensus 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, Sensus shall comply with the following Zero Waste requirements: i. All printed materials provided by Sensus 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. ii. Goods purchased by Sensus on behalf of CITY shall be purchased in 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. iii. Reusable/returnable pallets shall be taken back by Sensus, at no additional cost to CITY, for reuse or recycling. Sensus shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. V. CONFLICT OF INTEREST. i. In executing this Agreement, Sensus 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. Sensus further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest. Sensus 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. Sensus agrees to notify CITY if any conflict arises. ii. If the SENSUS meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, SENSUS 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. W. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. Sensus 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, Sensus 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. In addition, Sensus shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060. X. 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 may be suspended by the CITY without any penalty, upon seven (7) business days’ written notice to Sensus at the end of any fiscal year in the event that funds are not appropriated by the City of Palo Also for the following fiscal year. If the CITY suspends the Agreement for a period longer than one hundred eighty (180) days, then on no later than the one hundred eighty-first day following the applicable noticed suspension, the CITY at its sole option shall either: (1) terminate the Agreement and pay the applicable termination costs outlined below or (2) execute a written change order with Sensus that has been negotiated during the applicable noticed suspension period. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. i. Non-Substitution. If the Agreement is terminated for non-appropriation, the CITY may not replace the FlexNet System with AMR or AMI technology from a different vendor for the remainder of the Term. ii. Best Efforts. CITY staff responsible for the management of this Agreement shall use best efforts to obtain an appropriation in the full amount required under the Agreement, including the submission of budget requests each year that are sufficient to cover CITY's payment obligations for the next fiscal year. iii. Termination/suspension Costs: The termination and/or suspension costs encompass CITY’s liability for termination and/or suspension of the Agreement due to Non-Appropriation and are meant to cover Sensus’ actual and unavoidable costs, including but not limited to, work and materials applicable solely to 12.a Packet Pg. 198 │ Page 12 of 133 the project and consistent with agreed upon purchase order commitments, if any, for raw material and work in process, plus the furnished Equipment and Services and any standby or demobilization fees or other applicable costs that may be incurred by Sensus during a suspension of the Agreement by the City for Non-Appropriation. In no event will the termination/suspension costs outlined in this Section exceed ten percent (10%) of the remaining Agreement cost related to implementation/installation of the FlexNet System. Y. INSURANCE. i. Sensus, 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 J entitled “INSURANCE REQUIREMENTS”. Sensus and its subcontractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. ii. 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 subcontractors of Sensus 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. iii. 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 CITY’s 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 Sensus, Sensus shall provide the purchasing manager written notice of the cancellation or modification within ten (10) business days of the Sensus’ receipt of such notice. Sensus shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the term of this Agreement. iv. The procuring of such required policy or policies of insurance will not be construed to limit Sensus’ liability hereunder nor to fulfill the indemnification provisions of this Agreement. Z. NONDISCRIMINATION i. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time, Sensus 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. Sensus 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. AA. 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: CITY Purchasing Manager To Sensus: Sensus USA Inc. Attention: Legal Department 637 Davis Drive Morrisville, North Carolina 27560 With a copy to: Xylem Inc. Attention: Legal Department 1 International Drive Rye Brook, New York 10573 SENSUS shall provide written notice to CITY of any change of address. 6. Definitions A. “Affiliate” of a party means any other entity controlling, controlled by, or under common control with such party, where “control” of an entity means the ownership, directly or indirectly, of 50% or more of either; (i) the shares or other equity in such entity; or (ii) the voting rights in such entity. B. “Available Meter” means an installed Sensus FlexNet meter (with a SmartPoint Module installed) or a Sensus SmartPoint Module which has been installed on a third party meter, and which, in either case, is not an Unavailable Meter (or on an Unavailable Meter in the case of SmartPoint Modules on third party meters) and which satisfies all of the following criteria: (i) it functions properly, is powered and is not a damaged or failed meter; (ii) it is in a deployment area of meters for CITY such that a sufficient number of two-way meters are in range of each other; (iii) it is serviced by RF Field Equipment that has not been subjected to a power failure greater than eight (8) total hours; (iv) neither it nor the RF Field Equipment that serves that meter has been affected by a Force Majeure event; (v) jamming of the radio spectrum is not preventing or interfering with radio communication to or from the meter; (vi) it is installed in the Service Territory; (vii) it has not been reported to CITY under Sensus' or CITY’s preventative maintenance; (viii) its functioning or performance has not been adversely affected by a failure of CITY to perform its obligations or tasks for which it is responsible under this Agreement, including, but not limited to, testing and confirming that the socket to which the meter will be/is connected is in safe operating condition, is fully functional, 12.a Packet Pg. 199 │ Page 13 of 133 is not corroded, does not contain improperly installed jaws or other deficiencies, complies with ANSI standards, and is not hot, damaged, or otherwise in need of maintenance or repair; (ix) its functioning or performance has not been adversely affected by a failure or insufficiency of the back haul telecommunications network of CITY for communications among the components of the Sensus FlexNet System; and (x) it has been installed in compliance with the procedures and specifications approved by CITY and Sensus. C. “Confidential Information” means any and all non-public information of either party, including all technical information about either party’s products or services, pricing information, marketing and marketing plans, CITY’s End Users’ data, FlexNet System performance, FlexNet System architecture and design, FlexNet System software, other business and financial information of either party, and all trade secrets of either party. D. “End User” means any end user of electricity, water, and/or gas (as applicable) that pays CITY for the consumption of electricity, water, and/or gas, as applicable. E. “Field Devices” means the SmartPoint Modules. F. “FlexNet Base Station” identifies the Sensus manufactured device consisting of one transceiver, to be located on a tower that receives readings from the SmartPoint Modules (either directly or via an R100 unit) by radio frequency and passes those readings to the RNI by TCP/IP backhaul communication. For clarity, FlexNet Base Stations include Metro Base Stations. G. “FlexNet System” is comprised of the SmartPoint Modules, RF Field Equipment, Server Hardware, software licenses, Spectrum Lease, and other equipment provided to CITY hereunder. The FlexNet System only includes the foregoing, as provided by Sensus. The FlexNet System does not include goods, equipment, software, licenses or rights provided by a third party or parties to this Agreement. H. “Force Majeure” means an event beyond a party’s reasonable control, including, without limitation, acts of God, hurricane, flood, volcano, tsunami, tornado, storm, tempest, mudslide, vandalism, illegal or unauthorized radio frequency interference, strikes, lockouts, or other industrial disturbances, unavailability of component parts of any goods provided hereunder, acts of public enemies, wars, blockades, insurrections, riots, epidemics, earthquakes, fires, restraints or prohibitions by any court, board, department, commission or agency of the United States or any States, any arrests and restraints, civil disturbances and explosion. I. “Hosted Software” means those items listed as an Application in Exhibit A. J. “In/Out Costs” means any costs and expenses incurred by CITY in transporting goods between its warehouse and its End User’s premises and any costs and expenses incurred by CITY in installing, uninstalling and removing goods. K. “Intellectual Property” means patents and patent applications, inventions (whether patentable or not), trademarks, service marks, trade dress, copyrights, trade secrets, know-how, data rights, specifications, drawings, designs, maskwork rights, moral rights, author’s rights, and other intellectual property rights, including any derivations and/or derivative works, as may exist now or hereafter come into existence, and all renewals and extensions thereof, regardless of whether any of such rights arise under the laws of the United States or of any other state, country or jurisdiction, any registrations or applications thereof, and all goodwill pertinent thereto. L. “LCM” identifies the load control modules. M. “Ongoing Fee” means the annual or monthly fees, as applicable, to be paid by CITY during the Term of this Agreement. N. “Patches” means patches or other maintenance releases of the Software that correct processing errors and other faults and defects found previous versions of the Software. For clarity, Patches are not Updates or Upgrades. O. “Permitted Use” means only for reading CITY’s Field Devices in the Service Territory. The Permitted Use does not include reading third devices not provided by Sensus or reading Field Devices outside the Service Territory. P. “R100 Unit” identifies the Sensus standalone, mounted transceiver that takes the radio frequency readings from the SmartPoint Modules and relays them by radio frequency to the relevant FlexNet Base Station or directly to the RNI by TCP/IP backhaul communication, as the case may be. Q. “Release” means both Updates and Upgrades. R. “Remote Transceiver” identifies the Sensus standalone, mounted relay device that takes the radio frequency readings from the SmartPoint Modules and relays them directly to the RNI by TCP/IP backhaul communication. S. “RF Field Equipment” means, collectively, FlexNet Base Stations, R100 units (if any) and Remote Transceivers (if any). T. “RNI” identifies the regional network interfaces consisting of hardware and software used to gather, store, and report data collected by the FlexNet Base Stations from the SmartPoint Modules. The RNI hardware specifications will be provided by Sensus upon written request from CITY. U. “RNI Software” identifies the Sensus proprietary software used in the RNI and any Patches, Updates, and Upgrades that are provided to CITY pursuant to the terms of this Agreement. V. “Service Territory” identifies the geographic area where CITY utilizes Sensus equipment to provide services to End Users as of the Effective Date. This area will be described on the propagation study in the parties’ Spectrum Lease filing with the FCC. W. “Server Hardware” means the RNI hardware. X. “SmartPoint™ Modules” identifies the Sensus transmission devices installed on devices such as electric, natural gas and water meters, distribution automation equipment and demand/response devices located at CITY’s End Users’ premises (e.g. LCM) that communicate with the relevant devices and transmit those communications by radio frequency to the relevant piece of RF Field Equipment. Y. “Software” means all the Sensus proprietary software provided pursuant to this Agreement, and any Patches, Updates, and Upgrades that are provided to CITY pursuant to the terms of this Agreement. The Software does not include any third party software. Z. “TouchCoupler Unit” identifies an inductive coupler connection from a water register to the SmartPoint Module. AA. “Unavailable Meters” include meters with sockets with power cut at the pole, meters that are booted on the line side, sockets that are not provided power due to a power delivery system failure, meters with tamper, theft or other human induced failures that render the meter or SmartPoint Module incapable of providing a read, a Force Majeure event induced failures of the power delivery system, socket or meter, and/or any system or meter maintenance issue that precludes the meter from transmitting its message to the network. Examples of Unavailable Meters include: (i) Cut At Pole: a meter for which power has been turned off to the socket by CITY; (ii) Booted on Line Side: nominally a meter for which power has been turned off by placing boots in the socket from which the power to the meter has effectively been turned off; (iii) Failed or flawed power delivery to the meter socket: CITY power generation, distribution or delivery system failure that has effectively turned off power to the socket and/or meter; (iv) Tampered Meters: sockets, meters or distribution assets that have been modified by unauthorized personnel rendering the meter incapable of providing accurate usage readings from that meter;(v) Broken TouchCoupler unit: the TouchCoupler unit is damaged by intentional or unintentional acts; (vi) Broken Clip: the clip that holds the TouchCoupler unit into the radio package housing is broken and the unit cannot complete the inductive electrical connection; (vii) Improper installation of the TouchCoupler unit: the TouchCoupler unit is not pushed all the way into the housing clip causing the unit to not be able to complete the inductive electrical connection; (viii) Unit not installed through the pit lid: the unit is not installed with the antenna positioned through the pit lid and properly secured with the retaining nut. The radio unit must 12.a Packet Pg. 200 │ Page 14 of 133 also be securely attached to the antenna section; (ix) Radio unit not securely attached to the Antenna unit: The water-proof SmartPoint Module housing is not properly installed and secured to the antenna unit; (x) Damaged antenna: the unit’s antenna is damaged by intentional or unintentional acts; (xi) Damaged radio package: the unit’s water-proof radio package is damaged by intentional or unintentional acts; (xii) Data Base errors: the unit is removed from the system but not updated in the database. Still shown as in the system when in fact has been removed; (xiii) Phantom Units: the unit is removed from the system but is still transmitting and being heard by the system; and (xiv) Other Installation Defect: the unit is otherwise installed improperly so that it does not communicate with the FlexNet Base Station. BB. “Updates” means releases of the Software that constitute a minor improvement in functionality. CC. “Upgrades” means releases of the Software which constitute a significant improvement in functionality or architecture of the Software. DD. “WAN Backhaul” means the communication link between FlexNet Base Stations and RNI. 12.a Packet Pg. 201 │ Page 15 of 133 Exhibit A Software Software as a Service I. Description of Services. This exhibit contains the details of the Software as a Service that Sensus shall provide to CITY if both; (i) pricing for the application of Software as a Service has been provided to the CITY; and (ii) the CITY is current in its payments for such application of Software as a Service. A. Software as a Service Generally. Software as a Service is a managed service in which Sensus will be responsible for the day-to-day monitoring, maintenance, management, and supporting of CITY’s software applications. In a Software as a Service solution, Sensus owns all components of the solution (server hardware, storage, data center, network equipment, Sensus software, and all third-party software) required to run and operate the application. These software applications consist of the following (each an Application):  Regional Network Interface (RNI) Software The managed application systems consist of the hardware, Sensus Software, and other third-party software that is required to operate the software applications. Each Application will have a production, and Disaster Recovery (as described below) environment. Sensus will manage the Applications by providing 24 x 7 x 365 monitoring of the availability and performance of the Applications. B. Use of Software as a Service. Subject to the terms of this Agreement, Sensus shall make Software as a Service available to CITY to access and use solely for the Permitted Use and solely for so long as CITY is current in its payments to Sensus or its authorized distributor for Software as a Service. The Software as a Service term commences on the date that Sensus first makes Software as a Service available to CITY for use and ends upon the earlier of: (i) the expiration or termination of the Agreement; (ii) breach by CITY of this exhibit or the Agreement; or (iii) CITY’s termination of Software as a Service as set forth in paragraph (C) below. C. Termination of an Application. CITY shall have the option at any time before the end of the Term to terminate any Application by giving Sensus one hundred twenty (120) days prior written notice. Such notice, once delivered to Sensus, is irrevocable. Should CITY elect to terminate any Application, CITY acknowledges that; (a) CITY shall pay all applicable fees, including any unpaid Software as a Service fees due in the current calendar year plus a ten percent (10%) early termination fee, where such fee is calculated based on the annual Software as a Service fee due in the current calendar year; and (b) Software as a Service for such Application shall immediately cease. If CITY elects to terminate the RNI Application in the Software as a Service environment but does not terminate the Agreement generally, then upon delivery of the notice to Sensus, CITY shall purchase the necessary (a) RNI hardware from a third party and (b) RNI software license at Sensus' then-current pricing. No portion of the Software as a Service fees shall be applied to the purchase of the RNI hardware or software license. i. If System Uptime Rate (defined below) falls below 90% for six (6) consecutive months, CITY may terminate the RNI Software Application and Sensus will waive the Sensus RNI license fee and any applicable transition services fees necessary for CITY to deploy the Sensus RNI on premise at the CITY for the amounts listed in Exhibit C. CITY would still be responsible for all necessary RNI hardware, third party software, and IT personnel associated with managing the Sensus RNI on premise. For clarity and avoidance of doubt, the fee waivers outlined above do not apply if the CITY terminates the RNI Software Application for convenience. D. Software as a Service means only the following services: i. Sensus will provide the use of required hardware, located at Sensus’ or a third-party’s data center facility (as determined by Sensus), that is necessary to operate the Application. ii. Sensus will provide production and disaster recovery environments for Application. iii. Sensus will provide patches, updates, and upgrades to latest Sensus Hosted Software release. iv. Sensus will work to provide documentation showing the ISO 27001 Certification implemented by Q1 2022, and annually thereafter. v. Sensus will work to provide two-factor authentication by the close of Q2 2022 in the RNI. CITY will require an RNI Update to the latest version at this time to receive the feature. vi. Sensus will configure and manage the equipment (server hardware, routers, switches, firewalls, etc.) in the data centers: a. Network addresses and virtual private networks (VPN) b. Standard time source (NTP or GPS) c. Security access points d. Respond to relevant alarms and notifications vii. Capacity and performance management. Sensus will: a. Monitor capacity and performance of the Application server and software applications 24x7x365 using KPI metrics, thresholds, and alerts to proactively identify any potential issues related to system capacity and/or performance (i.e. database, backspool, logs, message broker storage, etc.) b. If an issue is identified to have a potential impact to the system, Sensus will open an incident ticket and manage the ticket through resolution per Exhibit B, Technical Support. c. Manage and maintain the performance of the server and perform any change or configuration to the server, in accordance to standard configuration and change management policies and procedures. d. Manage and maintain the server storage capacity and performance of the Storage Area Network (SAN), in accordance to standard configuration and change management policies and procedures. e. Exceptions may occur to the system that require Sensus to take immediate action to maintain the system capacity and performance levels, and Sensus has authority to make changes without CITY approval as needed, in accordance to standard configuration and change management policies and procedures. viii. Database management. Sensus will: a. Implement the data retention plan and policy and will provide the policy upon request. 12.a Packet Pg. 202 │ Page 16 of 133 b. Monitor space and capacity requirements. c. Respond to database alarms and notifications. d. Install database software upgrades and patches. e. Perform routine database maintenance and cleanup of database to improve capacity and performance, such as rebuilding indexes, updating indexes, consistency checks, run SQL query/agent jobs, etc. ix. Incident and Problem Management. Sensus will: a. Proactively monitor managed systems (24x7x365) for key events and thresholds to proactively detect and identify incidents. b. Respond to incidents and problems that may occur to the Application(s). c. Maintain policies and procedures for responding to incidents and performing root cause analysis for ongoing problems. d. Correlate incidents and problems where applicable. e. Sensus personnel will use the self-service portal to document and track incidents. f. In the event that a Sensus personnel is unable to resolve an issue, the issue will be escalated to the appropriate Subject Matter Expert (SME). g. Maintain responsibility for managing incident and problems through resolution and will coordinate with CITY’s personnel and/or any required third-party vendor to resolve the issue. h. Provide telephone support consistent with Exhibit B, Technical Support in the case of undetected events. x. Security Management. Sensus will: a. Monitor the physical and cyber security of the server and Application(s) 24x7x365 to ensure system is highly secure in accordance with NIST Security Standards. b. Perform active intrusion prevention and detection of the data center network and firewalls,and monitor logs and alerts. c. Conduct period penetration testing of the network and data center facilities. Sensus will provide an annual report confirming the penetration testing process has been performed. d. Conduct monthly vulnerability scanning by both internal staff and external vendors. e. Perform anti-virus and Malware patch management on all systems. f. Install updates to virus protection software and related files (including virus signature files and similar files) on all servers from the update being generally available from the anti-virus software provider. g. Respond to any potential threat found on the system and work to eliminate virus or malware found. h. Adhere to and submit certification to NERC/CIP Cyber Security standards. i. Monitor industry regulation/standards regarding security – NERC, FERC, NIST, OpenSG, etc. through the dedicated Sensus security team. j. Provide secure web portal access (SSL) to the Application(s). xi. Backup and Disaster Recovery Management. Sensus will: a. Perform daily backups of data providing one (1) year of history for auditing and restoration purposes. b. Back-up and store data (on tapes or other storage media as appropriate) off-site to provide protection against disasters and to meet file recovery needs. c. Conduct incremental and full back-ups to capture data, and changes to data, on the Application(s). d. Replicate the Application(s) environments to a geographically separated data center location to provide a full disaster recovery environment for the Application production system. e. Provide disaster recovery environment and perform fail-over to disaster recovery environment within forty-eight (48) hours of declared event. f. Generate a report following each and any disaster measuring performance against the disaster recovery plan and identification of problem areas and plans for resolution. g. Maintain a disaster recovery plan. In the event of a disaster, Sensus shall provide the services in accordance with the disaster recovery plan. h. In the case of a disaster and loss of access to or use of the Application, Sensus would use commercially reasonable efforts per the Recovery Time Objectives (RTO) and Recovery Point Objectives (RPO) specified herein to restore operations at the same location or at a backup location within forty- eight (48) hours. i. The Application shall have a RTO of forty-eight (48) hours. j. The RPO shall be a full recovery of the Application(s), with an RPO of one (1) hours, using no more than a twenty-four (24) hour old backup. All meter- related data shall be pushed from each Base Station/TGB restoring the database to real-time minus external interfaced systems from the day prior. k. Data from external interfaced systems shall be recreated within a forty-eight (48) hour period with the assistance of CITY personnel and staff, as needed. xii. Configuration, Change, and Release Management. Sensus will: a. Coordinate and schedule all patches, updates, and upgrades to the Application(s) and other third-party applications with CITY’s personnel. b. Perform software patches, updates, and/or upgrades to the Application(s) in a test environment to test the features/functionality of the new release along with coordination of CITY’s personnel, in accordance to standard configuration and change management policies and procedures. c. Perform software patches, updates, and upgrades to all required third-party software applications (i.e. Microsoft® SQL server, Microsoft Windows Server, Red Hat Linux OS, and other third-party Software) to operate the Application(s) in a test environment along with coordination of CITY’s personnel, in accordance to standard configuration and change management policies and procedures. d. Once Sensus and CITY have verified and signed off on change and release of the patch, update, and/or upgrade, Sensus will apply the appropriate patches, updates, and/or upgrades to the production environment, in accordance to standard configuration and change management policies and procedures. E. CITY Responsibilities: i. Coordinate and schedule any changes submitted by Sensus to the system in accordance with standard configuration and change management procedures. ii. Participate in all required configuration and change management procedures. iii. CITY will log incidents related to the managed Application with Sensus personnel via email, web portal ticket entry, or phone call. iv. Responsible for periodic processing of accounts or readings (i.e., billing files) for CITY’s billing system for billing or other analysis purposes. 12.a Packet Pg. 203 │ Page 17 of 133 v. Responsible for any field labor to troubleshoot any SmartPoint modules or smart meters in the field in populations that have been previously deployed and accepted. vi. First response labor to troubleshoot FlexNet Base Station, R100s, Remote Transceivers or other field network equipment. vii. Responsible for local area network configuration, management, and support. viii. Identify and research problems with meter reads and meter read performance. ix. Create and manage user accounts. x. Customize application configurations. xi. Support application users. xii. Investigate application operational issues (e.g., meter reads, reports, alarms, etc.). xiii. Respond to alarms and notifications. xiv. Perform firmware upgrades over-the-air, or delegate and monitor field personnel for on-site upgrades. F. Software as a Service does not include any of the following services: i. Parts or labor required to repair damage to any field network equipment that is the result of a Force Majeure event. ii. Any integration between applications, such as a MDMS, would require a Professional Services contract agreement to be scoped, submitted, and agreed in a signed writing between Sensus and all the applicable parties. If an item is not listed in subparagraphs in item (D) above, such item is excluded from the Software as a Service and is subject to additional pricing. II. Further Agreements A. System Uptime Rate. i. Sensus (or its contractor) shall manage and maintain the Application(s) on computers owned or controlled by Sensus (or its contractors) and shall provide CITY access to the managed Application(s) via internet or point to point connection (i.e., Managed-Access use), according to the terms below. Sensus endeavors to maintain an average System Uptime Rate equal to ninety-nine (99.0) per Month (as defined below). The System Uptime Rate, cumulative across all Applications, shall be calculated as follows: System Uptime Rate = 100 x (TMO – Total Non-Scheduled Downtime minutes in the Month) TMO ii. Calculations a. Targeted Minutes of Operation or TMO means total minutes cumulative across all Applications in the applicable month minus the Scheduled Downtime in the Month. b. Scheduled Downtime means the number of minutes during the Month, as measured by Sensus, in which access to any Application is scheduled to be unavailable for use by CITY due to planned system maintenance. Sensus shall provide CITY notice (via email or otherwise) at least seven (7) days in advance of commencement of the Scheduled Downtime. c. Non-Scheduled Downtime means the number of minutes during the Month, as measured by Sensus, in which access to any Application is unavailable for use by CITY due to reasons other than Scheduled Downtime or the Exceptions, as defined below (e.g., due to a need for unplanned maintenance or repair). iii. Exceptions. Exceptions mean the following events:  Force Majeure  Emergency Work, as defined below; and  Lack of Internet Availability, as described below. a. Emergency Work. In the event that Force Majeure, emergencies, dangerous conditions or other exceptional circumstances arise or continue during TMO, Sensus shall be entitled to take any actions that Sensus, in good faith, determines is necessary or advisable to prevent, remedy, mitigate, or otherwise address actual or potential harm, interruption, loss, threat, security or like concern to any of the Application(s) (“Emergency Work”). Such Emergency Work may include, but is not limited to: analysis, testing, repair, maintenance, re-setting and other servicing of the hardware, cabling, networks, software and other devices, materials and systems through which access to and/or use of the Application(s) by the CITY is made available (the “Managed Systems”). Sensus shall endeavor to provide advance notice of such Emergency Work to CITY when practicable and possible. b. Lack of Internet Availability. Sensus shall not be responsible for any deterioration of performance attributable to latencies in the public internet or point- to-point network connection operated by a third party. CITY expressly acknowledges and agrees that Sensus does not and cannot control the flow of data to or from Sensus’ networks and other portions of the Internet, and that such flow depends in part on the performance of Internet services provided or controlled by third parties, and that at times, actions or inactions of such third parties can impair or disrupt data transmitted through, and/or CITY’s connections to, the Internet or point-to-point data connection (or portions thereof). Although Sensus will use commercially reasonable efforts to take actions Sensus may deem appropriate to mitigate the effects of any such events, Sensus cannot guarantee that such events will not occur. Accordingly, Sensus disclaims any and all liability resulting from or relating to such events. 12.a Packet Pg. 204 │ Page 18 of 133 iv. System Availability. For each month that the System Uptime Rates for the production RNI falls below 99.0%, Sensus will issue CITY the following Service Level Credits: System Uptime Rate per calendar month Service Level Credit Less than 99.0% but at least 97.5% 5% of the monthly RNI SaaS Fees in which the service level default occurred (Note: SaaS fees are pre-paid annually and for purposes of Service Level Credits are computed on a monthly basis.) Less than 97.5% but at least 95.0% 10% of the monthly RNI SaaS Fees in which the service level default occurred Less than 95.0% but at least 90% 25% of the monthly RNI SaaS Fees in which the service level default occurred Less than 90% 30% of the monthly RNI SaaS Fees in which the service level default occurred Service Level Credits for any single month shall not exceed 30% of the RNI SaaS Fee associated with the month in which the service level default occurred. Sensus records and data will be the sole basis for all Service Level Credit calculations and determinations, provided that such records and data must be made available to CITY for review and agreement by CITY. To receive a Service Level Credit, CITY must issue a written request no later than ten (10) days after the Service Level Credit has accrued. Sensus will apply each valid Service Level Credit to the CITY’s invoice within 2 billing cycles after Sensus’ receipt of CITY’s request and confirmation of the failure to meet the applicable Service Level Credit. Service Level Credits will not be payable for failures to meet the System Uptime Rate caused by any Exceptions. No Service Level Credit will apply if CITY is not current in its undisputed payment obligations under the Agreement. Service Level Credits are exclusive of any applicable taxes charged to CITY or collected by Sensus. Sensus shall not refund an unused Service Level Credits or pay cash to CITY for any unused Service Level Credits. Any unused Service Level Credits at the time the Agreement terminates will be forever forfeited. THE SERVICE LEVEL CREDITS DESCRIBED IN THIS SECTION ARE THE SOLE AND EXCLUSIVE REMEDY FOR SENSUS’ FAILURE TO MEET THE SYSTEM UPTIME REQUIREMENT OR ANY DEFECTIVE SAAS PERFORMANCE. IN NO EVENT SHALL THE AGGREGATE AMOUNT OF SERVICE LEVEL CREDITS IN ANY ANNUAL PERIOD EXCEED 25% OF THE ANNUAL RNI SAAS FEE. B. Data Center Site-Security. Although Sensus may modify such security arrangements without consent or notice to CITY, CITY acknowledges the following are the current arrangements regarding physical access to and support of the primary hardware components of the Managed Systems: i. The computer room(s) in which the hardware is installed is accessible only to authorized individuals. ii. Power infrastructure includes one or more uninterruptible power supply (UPS) devices and diesel generators or other alternative power for back-up electrical power. iii. Air-conditioning facilities (for humidity and temperature controls) are provided in or for such computer room(s) and can be monitored and adjusted for humidity and temperature settings and control. Such air systems are supported by redundant, back-up and/or switch-over environmental units. iv. Such electrical and A/C systems are monitored on an ongoing basis and personnel are available to respond to system emergencies (if any) in real time. v. Dry pipe pre-action fire detection and suppression systems are provided. vi. Data circuits are available via multiple providers and diverse paths, giving access redundancy. C. Responsibilities of CITY. i. CITY shall promptly pay all Software as a Service fees. ii. CITY may not (i) carelessly, knowingly, intentionally or maliciously threaten, disrupt, harm, abuse or interfere with the Application(s), Managed Systems or any of their functionality, performance, security or integrity, nor attempt to do so; (ii) impersonate any person or entity, including, but not limited to, Sensus, a Sensus employee or another user; or (iii) forge, falsify, disguise or otherwise manipulate any identification information associated with CITY’s access to or use of the Application(s). iii. The provisioning, compatibility, operation, security, support, and maintenance of CITY’s hardware and software (“CITY’s Systems”) is exclusively the responsibility of CITY. CITY is also responsible, in particular, for correctly configuring and maintaining (i) the desktop environment used by CITY to access the Application(s) managed by Sensus; and (ii) CITY’s network router and firewall, if applicable, to allow data to flow between the CITY’s Systems and Sensus’ Managed Systems in a secure manner via the public Internet. iv. Upon receiving the system administrator account from Sensus, CITY shall create username and passwords for each of CITY’s authorized users and complete the applicable Sensus registration process (Authorized Users). Such usernames and passwords will allow Authorized Users to access the Application(s). CITY shall be solely responsible for maintaining the security and confidentiality of each user ID and password pair associated with CITY’s account, and Sensus will not be liable for any loss, damage or liability arising from CITY’s account or any user ID and password pairs associated with CITY. CITY is fully responsible for all acts and omissions that occur through the use of CITY’s account and any user ID and password pairs. CITY agrees (i) not to allow anyone other than the Authorized Users to have any access to, or use of CITY’s account or any user ID and password pairs at any time; (ii) to notify Sensus immediately of any actual or suspected unauthorized use of CITY’s account or any of such user ID and password pairs, or any other breach or suspected breach of security, restricted use or confidentiality; and (iii) to take the Sensus-recommended steps to log out from and otherwise exit the Application(s) and Managed Systems at the end of each session. CITY agrees that Sensus shall be entitled to rely, without inquiry, on the validity of the user accessing the Application(s) application through CITY’s account, account ID, usernames or passwords. v. CITY shall be responsible for the day-to-day operations of the Application(s) and FlexNet System. This includes, without limitation, (i) researching problems with meter reads and system performance, (ii) creating and managing user accounts, (iii) customizing application configurations, (iv) supporting application users, (v) investigating application operational issues, (vi) responding to alarms and notifications, and (vii) performing over-the-air commands (such as firmware updates or configuration changes). D. Software Solution Components. i. Description of Software Solutions. Sensus software consists of a core communication module and a set of applications. Some applications are required to perform basic solution capabilities, other applications are optional and add additional capabilities and function to the overall solution. As CITY’s business process expands and/or new Sensus offerings are made available, additional applications and functionality can dynamically be added to the solution, provided CITY purchases such additional applications. ii. Regional Network Interface. The Regional Network Interface (RNI) or Sensus head-end is the centralized intelligence of the FlexNet network; the RNI’s 12.a Packet Pg. 205 │ Page 19 of 133 primary objective is to transfer endpoint (such as meters) data to the CITY and the advanced feature applications. The RNI is adaptable to CITY configurations by simultaneously supporting a wide range of FlexNet enabled endpoints; including but not limited to meters (electric, water, gas), Home Area Network devices and Load Control devices. The FlexNet System supports Distribution Automation functionality with the addition of the Sensus AutomationControl Application. The FlexNet System supports street lighting control with the addition of the VantagePoint Software Application. a. Core Package (i) Communication 1. Manages all inbound and outbound traffic to and from endpoints 2. Outbound routing optimization 3. Route analyzer 4. AES256 bit encryption of radio messages 5. Reports and metric details of network performance and troubleshooting aids 6. Management of RF equipment (base stations and endpoint radios) (ii) Data Collection 1. Missing read management 2. Management of duplicate reads 3. 60 day temporary storage (iii) Application integration 1. To Sensus Analytics applications 2. Enable 3rd party application integration 3. Batch CMEP file export 4. Real-time access through MultiSpeak (iv) Endpoint Management 1. Gas, water, electric, lighting concurrent support 2. Remote configuration 3. Remote firmware updates 4. Reports, metrics and Troubleshooting (v) User Management 1. Secure access 2. Password management 3. Definable user roles 4. User permissions to manage access to capabilities b. Integration of RNI. Sensus shall provide RNI integration support services to CITY only to the extent specifically provided below: (i) Sensus shall meet with the representative from the CITY’s system(s) targeted for integration to determine which integration method is appropriate (e.g., Multispeak, CMEP, etc.). 1. In scope and included integration efforts: Provide the gateway URLs to the integrating system as needed, provide CITY with standard integration API documentation, validate and test that the correct CITY information is flowing into and/or out of the RNI. 2. Out of scope and subject to additional charges: Modifications or extensions to the standard API provided by Sensus and any integration efforts not outlined above as in scope and included. (ii) CITY Responsibilities: 1. Provide Sensus with information about the relevant information CITY wishes to transfer and integrate with the RNI. 2. Establish the network and security required for the two systems to reasonably communicate. 3. Verify integration to third party system functionality is working as intended. (iii) If an item is not listed in subparagraph (i) above, such item is excluded from the integration of Sensus RNI Support and is subject to additional pricing. III. Third party Software A. RedHat Linux. If Sensus is providing CITY with a license to use RedHat Linux Software, CITY agrees to the following: By entering into this Agreement, CITY agrees to abide by and to be legally bound by the terms and conditions of the Red Hat End User License Agreements identified below, each of which are incorporated into this Agreement by reference and are available at the websites identified below. Please read the Red Hat End User License Agreements and incorporated references carefully. Subscription: End User License Agreement: Red Hat Enterprise Linux http://www.redhat.com/licenses/rhel_rha_eula.html JBoss Enterprise Middleware http://www.redhat.com/licenses/jboss_eula.html 12.a Packet Pg. 206 │ Page 20 of 133 Exhibit B Technical Support 1. Introduction Sensus Technical Services provides CITY with a single point of contact for Tier 1 support of technical issues as well as any coordination of additional resources required to resolve the issue. Requests that require specialized skills are to be forwarded to a senior support engineer or Technical Advisor within the team for further analysis. If Technical Services has exhausted all troubleshooting efforts for the product type, the issue will escalate to the Engineering Support Team. Occasionally, on-site troubleshooting/analysis may be required. The preferred order of on-site support is: a) The CITY (for assistance with the easiest and lowest time-consuming activities such as power on/power off). b) The local distributor. c) Sensus employees or contracted personnel, if required to fulfill a contract commitment. 2. Support Categories 2.1. General questions regarding functionality, use of product, how-to, and requests for assistance on Sensus AMR, AMI, RF Network Equipment, Metering Products, Sensus Lighting Control, and Demand Response Management System (FlexNet Home). 2.2. Proactive reporting and resolution of problems. 2.3. Reactive reporting to isolate, document, and solve reported hardware/software defects. 2.4. Responding to service requests and product changes. 2.5. Addressing CITY inquiries with printed or electronic documentation, examples, or additional explanation/clarification. 3. Support Hours 3.1. Standard Support Hours: Toll-free telephone support (1-800-638-3748 option #2) is available Monday thru Friday from 8:00 a.m. EST to 8:00 p.m. EST. After- hours, holiday and weekend support for Severity 1 and Severity 2 issues is available by calling 1-800-638-3748, option #8. 4. Support Procedures 4.1. CITY identifies an issue or potential problem and calls Technical Services at 1-800-638-3748 Option #2. The CITY Service Associate or Technical Support Engineer will submit a SalesForce ticket. 4.2. The CITY Service Associate or Technical Support Engineer will identify the caller name and utility by the assigned software serial number, city , and state based on where the call originated. The CITY Service Associate or Technical Support Engineer will require a brief description of the problem symptoms, or error messages depending on nature of the incident. The nature of the problem and severity levels will be mutually agreed upon by both parties (either at the time the issue is entered or prior to upgrading or downgrading an existing issue) using the severity definitions below as a guideline. The severity level is then captured into SalesForce for ticket creation and resolution processing. Any time during the processing of this ticket, if the severity level is changed by Sensus, the CITY will be updated. A. Severity Levels Description: Sev1 CITY’s production system is down. The system is unusable resulting in total disruption of work. No workaround is available and requires immediate attention. Example: Network mass outage, all reading collection devices inoperable, inoperable head end software (e.g., FlexWare, Sensus MDM). Not able to generate billing files. Sev2 Major system feature/function failure. Operations are severely restricted; there is a major disruption of work, no acceptable work-around is available, and failure requires immediate attention. Examples: Examples: Network equipment failure (e.g., FlexNet Echo, FlexNet Remote, Base Station transceiver, or VGB); inoperable reading devices (e.g., AR5500, VXU, VGB, or CommandLink); head end software application has important functionality not working and cannot create export file for billing system operations. Sev3 The system is usable and the issue doesn’t affect critical overall operation. Example: Minor network equipment failure (e.g., Echo/Remote false alarms or Base Station transceiver false alarms); head end software application operable but reports are not running properly, modification of view or some non-critical function of the software is not running. 4.3. The CITY Service Associate or Technical Support Engineer identifies whether or not the CITY is on support. If the CITY is not on support, the CITY is advised of the service options as well as any applicable charges that may be billed. 4.4. Calls are placed in a queue from which they are accessible to Technical Support Engineers on a first-come-first-served basis. A 1st level CITY Service Associate may assist the CITY, depending on the difficulty of the call and the representative’s technical knowledge. Technical Support Engineers (Tier 1 support) typically respond/resolve the majority of calls based on their product knowledge and experience. A call history for the particular account is researched to note any existing pattern or if the call is a new report. This research provides the representative a basis and understanding of the account as well as any associated problems and/or resolutions that have been communicated. a. Technical Services confirms that there is an issue or problem that needs further analysis to determine its cause. The following information must be collected: a detailed description of the issue’s symptoms, details on the software/hardware product and version, a description of the environment in which the issue arises, and a list of any corrective action already taken. b. Technical Services will check the internal database and product defect tracking system, to see if reports of a similar problem exist, and if any working solutions were provided. If an existing resolution is found that will address the reported issue, it shall be communicated to the CITY. Once it is confirmed that the issue has been resolved, the ticket is closed. c. If there is no known defect or support that defines the behavior, Technical Services will work with the CITY to reproduce the issue. If the issue can be reproduced, either at the CITY site or within support center test lab, Technical Services will escalate the ticket for further investigation / resolution. If the issue involves units that are considered to be defective with no known reason, the representative will open a Special Investigation RMA through the SalesForce system. If it is determined that a sample is required for further analysis, the CITY will be provided with instructions that detail where to send the 12.a Packet Pg. 207 │ Page 21 of 133 product sample(s) for a root cause analysis. Once it is determined that the issue cannot be resolved by Tier 1 resources, the ticket will be escalated to Tier 2 support for confirmation/workarounds to resolve immediate issue. Technical Services will immediately contact the CITY to advise of the escalation. The response and escalation times are listed in Section 5. At this time, screen shots, log files, configuration files, and database backups will be created and attached to the ticket. 5. Response and Resolution Targets. Sensus Technical Support will make every reasonable effort to meet the following response and resolution targets: Severity Standard Target Response Standard Target Resolution Resolution (one or more of the following) 1 30 Minutes Immediately assign trained and qualified Services Staff to correct the error on an expedited basis. Provide ongoing communication on the status of a correction (24 hours).  Satisfactory workaround is provided.  Program patch is provided.  Fix incorporated into future release.  Fix or workaround incorporated into SalesForce Knowledge Base. 2 4 hours Assign trained and qualified Services Staff to correct the error. Provide communication as updates occur (48 hours).  Satisfactory workaround is provided.  Program patch is provided.  Fix incorporated into future release.  Fix or workaround incorporated into SalesForce Knowledge Base. 3 1 Business Day 30 business days  Answer to question is provided.  Satisfactory workaround is provided.  Fix or workaround incorporated into SalesForce Knowledge Base.  Fix incorporated into future release. 6. Problem Escalation Process. 6.1. If the normal support process does not produce the desired results, or if the severity has changed, the issue may be escalated as follows to a higher level of authority. 6.1.1.1. Severity 1 issues are escalated by Sales or Technical Services to a Supervisor if not resolved within 2 hours; to the Manager level if not resolved within 4 hours; to the Director level if not resolved within the same business day; and to the VP level if not resolved within 24 hours. 6.1.1.2. A CITY may escalate an issue by calling 1-800-638-3748, Option 2. Please specify the SalesForce ticket number and the reason why the issue is being escalated. 6.1.1.3. In the event that a CITY is not satisfied with the level of support or continual problem with their products, they may escalate a given SalesForce ticket to Manager of Technical Services (1-800-638-3748, Option 2). 7. General Support Provisions and Exclusions. 7.1. Sensus provides online documentation for Sensus products, and all Sensus customers are provided access to this online database, which includes operation, configuration and technical manuals. The CITY shall provide names and email accounts to Sensus so Sensus may provide access to the product documentation. 7.2. Specialized support from Sensus is available on a fee basis to address support issues outside the scope of this support plan or if not covered under another specific contract or statement of work. For example: specialized systems integration services or out of warranty network equipment repair. 12.a Packet Pg. 208 │ Page 22 of 133 Exhibit C Summary Pricing 12.a Packet Pg. 209 │ Page 23 of 133 Payment Terms Escalation. CITY shall pay for goods and services rendered by Sensus hereunder at the prices set forth in this Exhibit C. The pricing in Exhibit C shall remain firm until the Trigger Date (as defined on the first page of the Agreement), or “Installation Service Trigger Date” defined in Exhibit C, as applicable. Starting on the applicable Trigger Date, and on each anniversary of the Trigger Date thereafter, the pricing in Exhibit C shall automatically adjust to equal the summation of (i) the amount charged for such pricing component during the immediately preceding year (“Base Amount”); plus (ii) the product of the Base Amount multiplied by the percentage rate of increase in the Escalator(s) during the immediately preceding year (which product shall not be less than zero, such that the pricing in Exhibit C cannot decrease under this section). The Escalator(s) will be calculated utilizing the Escalator(s) published the month prior to the anniversary of the Trigger Date compared to the equivalent month from one year earlier to determine the escalation. For example, if the Trigger Date occurs in January 2015, the Escalator(s) will be calculated by comparing December 2013 and December 2014 figures. “Escalator(s)” means the following: i. For SaaS/Services: three percent (3%). ii. For Water Meters: three percent (3%). iii. For all other goods and services: three percent (3%). iv. For Installation Services: CPI, which means the Consumer Price Index for Urban Wage Earners and Clerical Workers for the San Francisco-Oakland- San Jose area, published by the United States Department of Labor Statistics (CPI) which is published most immediately preceding the commencement of the Installation Services Trigger Date and each Installation Services Trigger Date anniversary thereafter. Notwithstanding the foregoing, in no event shall Sensus’ compensation rates for Installation Services be increased by an amount exceeding five percent (5%) per year. v. Any Escalator increases called forth in this Agreement shall be calculated to the third decimal point (e.g. 2.576%) Equipment. Invoices for all Field Devices, RF Field Equipment, Server Hardware and any other goods sold by Sensus hereunder shall be delivered along with the relevant goods. Third Party Devices. In cases where CITY requests or requires Sensus to deliver SmartPoint Modules to a third party manufacturer (or any other third party), payment for such modules is due within thirty (30) days of the invoice date to such manufacturer or other third party, irrespective of how long it takes such third party to deliver the SmartPoint Modules to CITY. Services. Invoices for Ongoing Fees and services shall be delivered annually or monthly, as applicable, in advance. Invoices for other services shall be delivered upon completion of the applicable service. Invoices and Payment. CITY shall pay invoices for Equipment within thirty (30) days from date of Equipment acceptance by the CITY. CITY shall pay all other invoices within thirty (30) days from the invoice date. Sensus reserves the right to establish credit limits for City and may require full or partial payment prior to shipment of any goods or commencement of any services provided hereunder. All payments shall be made via electronic payment to the account(s) indicated by Sensus from time to time, unless Sensus requests a change in payment methods in writing. Sensus shall ensure that, upon submittal to CITY for payment of an invoice for installation services, all installation work for which invoices have been previously issued and payment has been received from CITY, shall be free and clear of all claims, stop notices, security interests and encumbrances. Disputed Invoices. If CITY disputes an invoice, CITY must give written notice of the dispute to Sensus within thirty (30) days of the invoice date. If CITY does not do so, the entire invoice shall be deemed payable without reduction, set off, or claim. If CITY gives written notice of the dispute within the required thirty (30) days, it shall, at such time as the notice is given, pay the undisputed amount of the invoice and the disputed portion shall be resolved by the parties or, if necessary, under the dispute resolution provisions of this Agreement. If it is ultimately determined that some or all of the disputed amount was payable, that amount shall bear interest from the original due date until CITY pays it at the Interest Rate. Withholding. CITY may withhold payment on an invoice for defective goods and services. Final Invoice for Installation Services. Upon receipt of notice from Sensus that the meters are fully deployed, communicating on the FlexNet System, and Final System Acceptance is achieved, CITY will file a notice of completion with the County Clerk within fifteen (15) business days after Final System Acceptance. Before CITY authorizes the final payment for installation services, Sensus shall have completed the installation services in accordance with this Agreement and all applicable standards of care and Sensus shall meet the following requirements with its invoice, together with supporting documentation:  Delivery by Sensus to CITY of an affidavit, signed under penalty of perjury, stating that all workers and persons employed, all firms supplying the materials, and all subcontractors have been paid in full; and that there are no bills outstanding against the work for either labor or materials, except certain items, to be set forth in such affidavit covering disputed claims or items in connection with which notices to withhold have been filed under the provisions of the statutes of the State of California.  All rubbish, tools, scaffolding and surplus materials and equipment have been removed from the installation and warehouse sites.  Submission of conditional releases of claims and stop notices from Sensus and its Subcontractors with no reservation of rights for disputed claims or amounts.  If a stop notice(s) is received by the CITY after the notice of completion has been filed and prior to final payment for installation services, the CITY shall withhold the amount specified in the stop notice plus reasonable cost of any litigation pursuant to Civil Code Section 9358 from the final payment unless Sensus, at its option, instead supplies a stop notice release bond in the amount of 125% of the stop notice amount from a surety acceptable to the CITY. Acceptance of final payment for installation services by Sensus shall constitute a complete waiver of all claims, except those previously made in writing and identified by Sensus as unsettled at the time of the invoice for final payment of installation services. Taxes. All prices quoted are exclusive of federal, state and municipal taxes. CITY shall be liable for all sales, use and other taxes (whether local, state or federal) imposed on this Agreement or the goods, services, licenses, and/or other rights provided to CITY hereunder. Sensus shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of Sensus’ business. Packaging. Equipment shall be adequately contained, packaged, marked, labeled and/or provided in compliance with all applicable federal and state laws and regulations (including materials deemed hazardous); Sensus will comply with CITY’s Environmentally Preferred Purchasing and Zero Waste Requirements at no extra charge to CITY. Shipping and completion dates quoted by Sensus are made in good faith but are not guaranteed. Address for Purchase Orders. All purchase orders shall be sent to the address listed below. Sensus may change this address at any time, upon written notice to the CITY (such notice may be provided via email). Sensus USA Inc. PO Box 487 Uniontown, PA 15401 Attn: CITY Service Fax: 800-888-2403 Email: sensus.orders@xyleminc.com 12.a Packet Pg. 210 │ Page 24 of 133 Exhibit D Statement of Work 1. DOCUMENT OVERVIEW  1.1 CONTRACT This Scope of Work (“SOW”) will become part of the Contract Terms & Conditions for Equipment and Installation Services (“Contract”) between CITY OF PALO ALTO and Sensus. 1.2 DESCRIPTION This document is intended to set forth the requirements for the Project Services required to deploy the AMI System in accordance with the Contract. The document defines the tasks, responsibilities, and deliverables of Sensus and CITY OF PALO ALTO to support this effort. 1.3 DEFINITIONS Term Definition PMO Project Management Office Project Team Shall mean CITY OF PALO ALTO and SENSUS personnel assigned to the Project and responsible for deliverables as defined herein. Each party will assign their own project manager (“Project Manager”) as part of this Project Team. Project Definition Document (PDD) Shall mean the Project document defining Project framework, roles and responsibilities, Project processes and a detailed Project plan. Project Plan The deployment Project Plan including schedule jointly developed between Sensus and CITY OF PALO ALTO. PO Purchase Order Stakeholder Register Formal project register of stakeholders to the project recorded during the stakeholder identification process. RACI Chart The Responsibility chart listing task assignments to the project team members. Prop Study The RF Propagation study CIS The CITY OF PALO ALTO customer information system Full Deployment Phase Means the period in which Meters purchased under this Contract are installed within the CITY OF PALO ALTO service territory. Meter(s) Shall mean meter(s) provided under the AMI Agreement contract MDMS Meter Data Management System Project Means the planned effort in relation to the Project Services more specifically set out in this statement of work. Routes Shall mean a set of meters grouped together for reading and/or route acceptance. Set Aside Account/ RTU Shall mean an account of which all meter access commitments were met or an account in which the service or other conditions prohibits the installation of a meter and the account is removed from scope. Work Order System Shall mean the work order system utilized by SENSUS and supplied by the installation subcontractor to install Meters. Work Breakdown Schedule (“WBS”) and Project Schedule Shall mean the Project task list and Project schedule timeframes created to manage the Project activities. 1.4 Assumptions: 12.a Packet Pg. 211 │ Page 25 of 133  Data received from the CITY OF PALO ALTO will be as accurate and up-to-date as possible. Significant data discrepancies can cause changes in Scope, Schedule and / or Budget.  There are no union requirements.  CITY OF PALO ALTO will supply all materials not previously agreed upon as deliverables from Sensus (i.e., washers, seal gaskets, lock rings, meter bands, etc...)  Work identified by the project team as ‘out of scope’ will be managed through the change order process.  Any ‘out of scope’ work that directly effects Scope, Schedule or Budget will necessitate a signed Change Order before work can commence.  Sensus will be managing the physical deployment of meters in the field.  Sensus will manage the Basestation installation.  CITY OF PALO ALTO will provide route information to Sensus.  UPA will provide installed meter work order information to both CITY OF PALO ALTO and Sensus to compare installations with network performance.  CITY OF PALO ALTO will identify any locations that are medically sensitive or deemed unsafe, if available.  CITY OF PALO ALTO will assign sufficient staff to support the deployment.  CITY OF PALO ALTO will assist Sensus in identifying any required documentation or identification materials the installers will need to perform work in the area.  Sensus will be providing and managing Software as a Service (SaaS) for the RNI. 2. PROJECT OVERVIEW  Sensus will install the FCC Primary Use Licensed AMI System (FlexNet) throughout the City of Palo Alto Utility’s service territory for Electric, Water and Gas metering. In accordance with the contract this will include, roughly 30,076 Electric meters, 24,193 Gas Smart Points, 19,513 Water Smart Points, and 10 base stations at 5 separate locations, along with providing the Sensus SaaS Head End System (RNI). Proposed Base Station Site locations include: Montebello, Maybell Substation, Palo Alto Tank, East Meadow Substation, and Palo Alto Pump Station (Peers Park). 2.1 PROJECT OBJECTIVES  Utilization of project management services to deploy the Sensus FlexNet AMI System with the highest level of attention paid to quality, schedule and CITY OF PALO ALTO satisfaction.  Deployment of meters with the highest level of attention paid to quality, schedule, and CITY OF PALO ALTO satisfaction  Support for CITY OF PALO ALTO planned operational and business initiatives with Sensus FlexNet AMI technology  Supporting CITY OF PALO ALTO in maximizing benefits of Sensus FlexNet AMI technology  Enhancing CITY OF PALO ALTO operations and consumer satisfaction with Sensus FlexNet AMI technology  Support successful integration of Sensus AMI systems with Meter Data Management System, Customer Information/Billing System and Customer Portal initially. 12.a Packet Pg. 212 │ Page 26 of 133 2.2 PROJECT PHASING The project will consist of: Planning Phase, Alpha Proof of Concept Phase, Beta Proof of Concept Phase and Full Deployment Phase. 2.3 PROJECT SCHEDULE Phase Start Date Duration  Project Kickoff  January 2022 3 Months  Alpha Proof of Concept January 2022 6 Months  Beta Proof of Concept July 2022 12 Months  Full Deployment July2023 or sooner 18 Months  3. PROJECT WORK  3.1 PLANNING (PROJECT INITIATION & DESIGN) 3.1.1 Summary The Planning (Project Initiation & Design) phase is when the project plans are documented, and the project deliverables and requirements are further refined. This phase is essential to set up the foundation through the remaining phases of the project.  3.1.2 Responsibilities and Deliverables The following table describes the activities and responsibilities required for the Planning (Project Initiation and Design) Phase. “C” denotes a contributor to an item, and “O” denotes the owner of an item. Ref. # Item Customer Sensus 1. Represent the AMI project team at the Project Management Office (PMO) along with core team members as required. C O 2. Assist CITY OF PALO ALTO with defining roles and expectations of the AMI operations team, both the core and extended team members. C O 3. Leverage and build an internal team of Sensus Experts assigned to provide support. C O 4. Assist with development of communication plan for field deployment, both internal to the project and external to project sponsors. C O 5. Perform Contract Requirements Analysis. C O 6. Document inventory management and RMA plan. C O 7. Lead meter deployment workshop. C O 12.a Packet Pg. 213 │ Page 27 of 133 Ref. # Item Customer Sensus 8. Create Project Definition Document. C O 9. Develop Stakeholder Register. C O 10. Create and distribute Project Plan. C O 11. Develop Project Schedule. C O 12. Manage Inventory and order planning. C O 13. Provide PO Coordination and order set-up and support. C O 14. Work with CITY OF PALO ALTO to identify and formalize stakeholder register and RACI Chart. C O 15. Propagation study validation and adherence. C O 16. Design meter rate configurations. C O 17. Inventory Forecasting and Lead Time Planning. C O 18. Manage changes to infrastructure deployment plan and coordinate Prop study rerun with Sales/RF Team. C O 19. Facilitate Weekly Deployment Planning Team Calls and document & distribute minutes. C O 20. Create master project book, containing all processes and procedures documentation (flow charts and reference documents). C O 21. Develop Work Breakdown Schedule (WBS). C O 22. Update and finalize AMI requirements through Design workshop(s). C O 23. Test Plan Development (Alpha Proof of Concept, Beta Proof of Concept, and Full Deployment Testing). C O 24. Manage project collaboration software tools as needed (SmartSheet, MS Excel Templates, Web Data Collection Forms, ProjectManager.Com). C O 3.2 RISK IDENTIFICATION, MITIGATION, & MANAGEMENT 3.2.1 SUMMARY The Risk Identification, Mitigation, & Management phase is the process of identifying, analyzing, and mitigating risk. This includes planning responses to any identified risk that arises during the project. 3.2.2 RESPONSIBILITIES AND DELIVERABLES The following table describes the activities and responsibilities required for the Risk Identification, Mitigation, & Management Phase. Ref. # Item Customer Sensus 1. Lead the deployment workshop. C O 12.a Packet Pg. 214 │ Page 28 of 133 Ref. # Item Customer Sensus 2. Document and formalize meter installation Standard Operating Procedures (SOP’s) as needed. C O 3. Document installation and communication processes and procedures related to new installs. C O 4. Document installation and communication processes and procedures related to performance and network analysis. C O 5. Facilitate and document a Risk Mitigation Workshop and create a Risk Mitigation Plan with Rank, Likelihood and Severity. C O 6. Document and track all project risks in the project management portal, escalating and upgrading as needed throughout the life of the project. C O 3.3 ALPHA PROOF OF CONCEPT 3.3.1 SUMMARY The Alpha Proof of Concept phase consists of installing 4 base station location sites: Palo Alto Tank, Park blvd Substation, MB Substation and Montebello as well as up to 100 each of electric meters, water and gas smart points, totaling roughly 300 meters total. This will also include RNI integrations to MDM and life-cycle information to SAP. In addition, this will include brief installation and water/gas module programming training from Sensus on performing meter installations. In addition, Sensus will cause UPA to install WOMS system & integration with CIS in Alpha phase to be ready for CITY staff to install meters during Beta Phase. 3.3.2 RESPONSIBILITIES AND DELIVERABLES The following table describes the activities and responsibilities required for the Execution & Deployment Phase. Ref. # Item Customer Sensus 1. Site walk selected Base Station location(s). C O 2. Validate the chosen locations are viable per the RF Prop Study; if not, choose new locations and rerun the Prop Study. C O 3. Order installation material and Base Stations. C O 4. Identify meter locations to install. O C 5. Obtain approvals and any necessary permitting for Base Stations, as necessary. O C 6. Install Base Stations. C O 12.a Packet Pg. 215 │ Page 29 of 133 Ref. # Item Customer Sensus 7. Stand up and configure RNI, and validate connectivity (with DEV/TEST instance). Sensus is currently working towards ISO 27001 certification, with the intent that this certification will be completed by end of 2021. C O 8. Perform initial RNI training. C O 9. Perform certification at each installed Base Station location. C O 10. Commission the communication link between the Base Station and RNI. C O 11. Conduct Initial training of RNI and endpoints, and provide documentation (where applicable) for: user manuals for the AMI headend; standard system report samples, with descriptions of input/out parameters, and explanations of how reports are built and executed; error code and troubleshooting documentation; system documentations concurrent with the software environment; and system acceptance test plan. C O 12. Perform integration of the RNI to/from the MDMS to exchange all meter event data, reads, and initiation of remote commands. C O 13. Test the RNI data integration and transfer to the customer information system. C O 14. Provide Alpha POC meters and endpoints. C O 15. Install Alpha POC meters and endpoints. O C 16. Perform Alpha POC testing and approval. O C 3.4 BETA PROOF OF CONCEPT 3.4.1 SUMMARY The Beta Proof of Concept phase consists of installing any remaining base stations, and installing additional meters up to 1,000 each of electric meters, water and gas smart points, totaling roughly up to 3,000 meters total, this phase will also include any outstanding integrations required to meet the integration architecture. 3.4.2 RESPONSIBILITIES AND DELIVERABLES The following table describes the activities and responsibilities required for the Execution & Deployment Phase. Ref. # Item Customer Sensus 1. Site walk any additional Base Station location(s) if any. C O 2. Validate the chosen locations are viable per the RF Prop Study; if not, choose new locations and rerun the Prop Study. C O 3. Order installation material and Base Stations. C O 12.a Packet Pg. 216 │ Page 30 of 133 Ref. # Item Customer Sensus 4. Obtain approvals and any necessary permitting for Base Stations, as necessary. O C 5. Install Base Stations. C O 6. Perform certification at each installed Base Station location. C O 7. Commission the communication link between the Base Station and FlexNet Head End System. C O 8. Perform field training and refresher RNI training. C O 9. Identify meters to install. O C 10. Provide route information to UPA. O C 11. Provide Beta POC meters and endpoints. C O 12. Install Beta POC meters and endpoints. O C 13. Perform Beta POC testing and approval. O C 3.5 FULL DEPLOYMENT 3.5.1 SUMMARY The Full Deployment phase consists of installation of the remaining meters and endpoints, validation of network performance, optimization, system acceptance testing, and project closeout. 3.5.2 RESPONSIBILITIES AND DELIVERABLES The following table describes the activities and responsibilities required for the Full Deployment Phase. Ref. # Item Customer Sensus 1. Gain formal project plan approval. C O 2. Provide refresher training sessions for installers and AMI head end system operators. C O 3. Facilitate and send out minutes of weekly project meetings that may include: i. Network Deployment ii. Meter Installation Updates/Issues iii. Route Planning iv. Leadership Update Meetings C O 12.a Packet Pg. 217 │ Page 31 of 133 Ref. # Item Customer Sensus 4. <Monthly> email reports of overall project metrics and KPIs including meter installations (as reported and verified with RNI), network performance, and issue tracking & resolution. CITY can request weekly if desired. C O 5. Coordinate and support CITY OF PALO ALTO through acceptance testing. C O 6. Manage and communicate all software and AMI system implementation related issues via the Sensus Ticket system and the Project Action Item Tracker. C O 7. Manage Sensus Internal experts for resolution on any network implementation issues or concerns. C O 8. Manage the delivery of meters, endpoints, and other equipment, including ordering, shipping, RMA, and programming of meters, endpoints, and other equipment, as required by the AMI Agreement. C O 9. Manage and coordinate delivery of antennas, coaxial and other network related materials as required by the AMI Agreement. C O 10. Review Equipment and Hardware Configurations and Forecast/Orders. C O 11. Adhere to the Business Requirements of the AMI Agreement. C O 12. Lead the Solutions Architecture/RNI Systems Integration development. C O 13. Manage the First Article Test Plan as provided under the AMI Agreement. C O 14. Provide and perform in accordance with the training requirements and approach. C O 3.6 CONTRACTOR MANAGEMENT 3.6.1 SUMMARY Contractor management includes the management of deliverables from subcontractors including the methods and work to ensure quality and project completion within the project schedule and budget.  3.6.2 RESPONSIBILITIES AND DELIVERABLES The following table describes the activities and responsibilities required for Contractor Management. Ref. # Item Customer Sensus 1. Quality control plan development and execution. C O 2. Cost control plan development and adherence. C O 12.a Packet Pg. 218 │ Page 32 of 133 Ref. # Item Customer Sensus 3. Coordinate development, testing, and final file specifications for mass meter change out file between installation contractor and CITY OF PALO ALTO CIS System including i. vendor specifications ii. test plan and execution results iii. data verification prior to production billing processing C O 4. Coordinate the development of the formal claims process. C O 5. Create a Facility & Logistics Plan and Communication Plan (External & Internal). C O 6. Document and formalize meter installation Standard Operating Procedures (SOP’s) created during Planning phase. C O 7. Document and develop processes and procedures related to field installations based on CITY OF PALO ALTO direction including RTU (Return to Utility) and Assists. C O 8. Work with CITY OF PALO ALTO and Installation Contractor to ensure Installation Safety Program and appropriate PPE is in place. C O 9. Design and execute route deployment plan for meter installation around coordinated black out window calendar with CITY OF PALO ALTO. C O 10. Schedule and assist with delivery of meters and equipment including ordering, shipping, RMA, storage, installation, disposal and programming of meters and equipment as needed. C O 3.7 MONITORING & CONTROLLING 3.7.1 SUMMARY The Monitoring and Controlling phase involves the processes designed to identify, monitor, and deploy the controls and risk mitigation strategy. This phase is critical to ensuring the project remains within scope, on time, and on budget.   3.7.2 RESPONSIBILITIES AND DELIVERABLES The following table describes the activities and responsibilities required for the Monitoring & Controlling Phase. Ref. # Item Customer Sensus 1. Manage Change Order Requests and present for formal approval. C O 2. Monitor Installation actual vs estimate trending to ensure on schedule completion C O 3. Implement, track, and manage all project related issues from identification to resolution in formal project tracking logs. C O 12.a Packet Pg. 219 │ Page 33 of 133 Ref. # Item Customer Sensus 4. Review and discuss all changes for schedule/scope/budget impact with Project Leadership team. C O 5. Develop Key Performance Indicators (KPIs) which are based on Project daily, weekly and monthly goals and/or objectives including: i. Installation actual vs estimate trending ii. Software Implementation & Integrations iii. Material Completion Forecasting C O 6. Provide weekly project status reporting of Progress, Problems, and Plans (3P Report). C O 7. Monitor and report on network performance, meter/endpoint performance, identify meter/endpoint issues, develop plans/proposals and solutions based on findings including: iv. Network Data Validation v. Read Interval Success % vi. Meter Profile/Configuration Confirmation C O 8. Optimize the read performance of all endpoints C O 3.8 ACCEPTANCE TESTING 3.8.1 SUMMARY The Acceptance Testing phase is to ensure the solution by the project meets the requirements (both functional and non-functional) as specified in the contract and requirements.   3.8.2 RESPONSIBILITIES AND DELIVERABLES The following table describes the activities and responsibilities required for the Acceptance Testing Phase. Ref. # Item Customer Sensus 1. Development of Final System Acceptance Test Plan based on the System Acceptance Criteria outlined Exhibit E. C O 2. Formal System Acceptance Test Design. C O 3. Draft and facilitate approval and consensus of SAT Definitions. C O 4. Coordinate and manage timeline and completion of SAT Testing. C O 5. Facilitate and coordinate final acceptance testing approval. C O 6. Develop and maintain a requirements traceability matrix, based on the AMI Requirements outlined in Exhibit E. C O 12.a Packet Pg. 220 │ Page 34 of 133 3.9 COMPLETION 3.9.1 SUMMARY The Completion phase is focused on achieving and releasing the final deliverables, releasing project resources, finalizing project documentation, and providing transition support for post project operations.  3.9.2 RESPONSIBILITIES AND DELIVERABLE The following table describes the activities and responsibilities required for the Completion Phase. Ref. # Item Customer Sensus 1. Manage project wrap-up including: i. RMA assistance ii. Route Review & Sign-off of network performance iii. CITY OF PALO ALTO Assistance with MySensus Portal (if needed) iv. Review and close out of outstanding claims (if applicable) C O 2. Assist and facilitate transition training for CITY OF PALO ALTO to ongoing customer support C O 3. Review of contacts and available resources for ongoing support and information C O 12.a Packet Pg. 221 │ Page 35 of 133 Exhibit D Statement of Work Section 1 – Basestation Installation, Configuration, and Backhaul 1.     DOCUMENT OVERVIEW  1.1 CONTRACT This Statement of Work (“SOW”) will become part of the Contract Terms & Conditions for Equipment and Installation Services (“Contract”) between CITY and Sensus. 1.2 DESCRIPTION This document is intended to set forth the requirements for the installation of a Sensus M400B2 at CITY The proposed site will be installed per this Statement of Work. This document provides a description of all work to be performed based on requirements developed during the site walk by a Sensus approved Base Station Installation Contractor and the assigned Sensus Project Manager. Any deviation from the RF design hereafter referred to as the Propagation Study (Exhibit G) with respect to antenna height, antenna azimuth, cable types/lengths, or grounding will require prior approval from Sensus RF Network Design Engineer or Project Manager. The installation contractor will perform a daily tailgate Safety and Environmental briefing prior to the start of every site installation. Sensus and Diversified Communication Services agree to maintain all requisite licenses, certifications and Workers Comp Certificates of Insurance current and good standing. In the event any of these articles lapse all work must stop until such time that currency is restored. Where required Sensus and Diversified Communication Services agree to comply with governing agencies requirement to pay prevailing wages and document to the agency and Sensus of all required certified payroll documents. Diversified Communication Services agrees to comply with all CITY safety and security practices such as the wearing of Personal Protective Equipment (PPE). It is assumed for the purpose of this SOW that the installation of the M400B2 that the vertical asset used will be CITY provided. 1.3 DEFINITIONS Term Definition Cat 6 Standardized twisted pair cable for Ethernet rated to 10 gig bits per second. dB Decibel (dB) is a logarithmic unit of measure FBS FlexNet Base Station GPS Global Positioning Satellite H Frame Two Rectangular aluminum or steel frames, braced with cross bracing used a flexible transceiver mounting structure. RF Radio Frequency VAC Voltage, Alternating Current Vertical Asset Mono Pole, Communication Tower, Water Tank, Building or any structure for which an Antenna(s) and supporting components will be affixed. VSWR Voltage Standing Wave Ratio, a measure of reflective power at the antennae. 1.4 ASSUMPTIONS:  12.a Packet Pg. 222 │ Page 36 of 133  City will file PWC-100 with California DIR 2. PROJECT OVERVIEW  Sensus will work with Diversified Communication Services and CITY to perform site surveys of the 5 site locations and install 10 separate M400B2 Basestations at the 5 locations identified in the Sensus propagation study. Current Base Station Site locations include: Montebello, Maybell Substation, Hale Well, Palo Alto Pump Station (Peers Park) & East Meadow Substation. Sensus will provide Turn-Key installation of the M400B2 base stations, which includes both the Base Station Installation as well as the certification and commissioning process. Turn-Key Installation Includes any necessary labor, materials, and equipment required to realize a functioning network base station and head-end software system. CITY will only be responsible for electric power availability at the M400 Cabinet, cost of consumption at the sites, and Fiber Backhaul. If City of Palo Alto choses to have Sensus manage the backhaul, Sensus will deliver cellular backhaul modems at the pricing in Exhibit C. 2.1 PROJECT OBJECTIVES This Statement of Work describes the roles, responsibilities, processes, workflow, personnel identification, and communications between working groups to ensure the successful installation and necessary hand-offs between specific entities associated with all FlexNet Base Stations. It touches on site prospecting and propagation studies and provides a Base Station worksheet and general site requirements. For additional technical details or installation requirements reference the applicable Base Station Installation Manual or Reference guide below. M400 Installation Guide (AIG-10014-04) M400 Reference Guide (ARM-10009-03) R100NA Installation Guide (AIG-10053-05) 3. PROJECT WORK  The following table describes the activities and responsibilities required for Base Station installation.   RESPONSIBILITIES Customer Sensus 1. The following site preparation activities will be performed by either CITY OF PALO ALTO or Sensus as indicated, prior to installation activities: O O 2. Install conduit from power source on site and provide a dedicated 120VAC/15A circuit terminated at a junction box at the Base Station vertical asset mounting location. O C 3. Install conduit from power source on site and provide a dedicated 120VAC/15A circuit terminated at a junction box at the base of the new City of Palo Alto pole O C 4. Install the M400B2 transceiver cabinet on mounting structure, e.g. City of Palo Alto pole, H frame, or wall mount at “man height”. C O 5. Connect grounding bus bar of M400B2 transceiver cabinet to the existing grounding grid or ground rods C O 6. Run transmission cable with jumpers at cabinet and antenna ends of the main transition cable. C O 7. Mount M400B2 antenna specified at the designed centerline, elevation, and azimuth per the propagation study C O 8. Make all cable and antenna connections and weatherproof. C O 9. Verify that the Base Station is grounded IAW with the M400B2 Basestation Installation Documentation C O 12.a Packet Pg. 223 │ Page 37 of 133 10. Sweep the antenna and coax system; install the GPS antenna; Install a Polyphaser on the GPS cable and mast as needed. Capture JPG of the sweep for the record. C O 11. Perform screen capture of antenna sweep and provide along with as built documentation. C O 12. Configure transmit mode for multi sync transmit operation. C O 13. Verify proper configuration, IP Address and Default Gateway of the Transceiver and Cordex Power Controller if applicable. C O 14. Connect Transceiver Ethernet Port to the modem or router RJ-45 using Cat 6 cable. C O 15. Connect modem to 24 VDC, 3A ancillary power strip. C O 16. From command line on the transceiver PING IP Address 8.8.8.8 or other CITY OF PALO ALTO network address to test Backhaul performance. C O 17. Verify Base Station Transmitter Operation Does Not Cause Any “Red Light” Failures. C O 18. Measure Transmitter power output C O 19. Normal Channel Reception Confirmed C O 20. Noise verification, record, low, high and average readings ensuing <15 dB C O 21. Perform receiver Sensitivity and Calibration Measurements C O 22. Measure Voltage reading from GPS port on rear of transceiver. C O 23. Measure and record VSWR @ Receive Frequency. C O 24. Measure and record VSWR @ Transmit Frequency C O 25. Open “FBS COMMISIONING” ticket by email to techservices.support@xylem.com or contacting (800) METER IT (638 3748) C O 26. Perform Base Station Certification and deliver documentation to CITY OF PALO ALTO C O 12.a Packet Pg. 224 │ Page 38 of 133 Exhibit D Statement of Work Section 2 – Sensus Professional Services and Integration 4. DOCUMENT OVERVIEW  Sensus plans to deliver the integration work outlined in the RFP, we will support or lead an integration workshop with Palo Alto to understand the preferred integration methods and work to execute those as it pertains to the Sensus system. As the AMI and MDMS components of the Project are tightly coupled through integration, and as these components are being implemented concurrently through separate contracts, the following table has been developed to establish mutual obligations and co-dependencies between the services and systems being provided by the respective vendors for these components. This table outlines tasks (including integration services, with specifications listed if already identified) and denotes which parties are the owners ("O") or contributors ("C") of specific activities. The City of Palo Alto shall be ultimately responsible for obtaining and coordinating adequate participation of the MDMS vendor to contribute to the listed tasks. The tasks and integrations identified in this table will be superseded by any changes that occur and are mutually agreed-upon by all parties during the kickoff and workshopping tasks outlined in the SOW. Sensus will not be held liable for non-compliance as a result of the MDMS contract not being executed. Work Category Activity Customer Sensus MDMS Provider Service Develop Project Schedule. C O C Service Design meter rate configurations. C O C Service Update and finalize AMI requirements through Design workshop(s). C O C Service Test Plan Development (Alpha Proof of Concept, Beta Proof of Concept, and Full Deployment Testing). C O C Service Perform integration of the RNI to/from the MDMS to exchange all meter event data, reads, and initiation of remote commands. C O C Service Perform Alpha POC testing and approval. O C C Service Perform Beta POC testing and approval. O C C Service Formal System Acceptance Test Design. C O C Service Draft and facilitate approval and consensus of SAT Definitions. C O C 12.a Packet Pg. 225 │ Page 39 of 133 Work Category Activity Customer Sensus MDMS Provider Integration - SFTP CMEP Read File C O O Integration - SFTP CMEP Voltage File C O O Integration - SFTP CMEP Event File C O O Integration - MultiSpeak 4.1 Real-Time Events C O O Integration - MultiSpeak 4.1 On-Demand Read C O O Integration - MultiSpeak 4.1 Remote Disconnect C O O Integration - MultiSpeak 4.1 Remote Connect C O O Service To Kick Off project and establish successful working relationship C C O Service To obtain detailed agreement on Project Plan C C O Service Conduct Discovery Sessions C C O Service To write associated test cases that Customer would execute for acceptance of the Solution O C C Service Integration Testing C C O 12.a Packet Pg. 226 │ Page 40 of 133 5. PROJECT WORK   12.a Packet Pg. 227 │ Page 41 of 133   12.a Packet Pg. 228 │ Page 42 of 133 Exhibit D Statement of Work Section 3 – Meter Installation Services 1. Project Introduction City of Palo Alto (CITY) requires installation services in support of its Advanced Meter Infrastructure (AMI) project. The project Full Deployment Phase installations will take place over a planned 20-month period. Sensus, through its subcontractor meter installation vendor Utility Partners of America (UPA), will provide installation services, contract management, field-project management, inventory management, data management, call center services and a quality assurance program. Sensus shall also provide through UPA a uniform vehicle fleet, hand tools, uniforms, personal protective equipment, performance reports and the use of EnSight Plus Work Order Management System (WOMS). Sensus, through our subcontractor installer UPA, will install Advanced Metering Infrastructure (AMI) equipped electric, water, and gas meters and retrofit modules in accordance with the Statement of Work and Exhibit C – Pricing. 2. Common Terms Term Definition AMI Shall mean Advanced Metering Infrastructure, specifically Sensus Advanced Metering Infrastructure, a system in which Sensus network elements communicate commodity measurements such as consumption data throughout the day Blackout Period Shall refer to a temporary period in which access to a particular route is limited or denied. Usually coincides with a reading of current meters so as to not interrupt the Utility’s billing cycle C&I Accounts Shall mean Commercial and Industrial Accounts CC Shall mean Can’t Complete the work order to install a meter or module due to a temporary obstruction. CIS Shall mean Utility’s Customer Information Systems (SAP). Custodial Care Custodial Care is exclusive physical control supported by documentation. Documentation will take the form of a signed bill of lading or a documented inventory transfer. Phase Shall mean a Period of Performance GPS Shall mean Global Positioning System, a method to identify the longitude and latitude of a location Meter(s) Shall mean meter(s) provided under this Agreement (i.e., electric meters) Network Elements Shall mean endpoint devices that comprise the Sensus AMI System, including but not limited to electric meters. POC Proof of Concept phase Project Shall mean the delivery of the Full Deployment Phase. Project Stakeholders Shall mean Utility, UPA and Sensus personnel assigned to the Project and responsible for deliverables as defined herein. Utility Intervention Required (UIR) Shall mean a work order where due to any of the following reasons, Utility Intervention is Required (UIR): UPA’s Due Diligence Plan is complete, an unsafe or abnormal operating condition is identified, a permanent obstruction is present, a customer refuses service, evidence of theft or tampering is present, or UPA finds that the work order is found-complete upon arrival. Return to Utility (RTU) Shall mean a completed work order that is returned to the utility for service due to an unsafe or abnormal operating condition, customer refusal, permanent obstruction, theft or due to an inability to gain access to the meter after the approved meter-access strategy is employed. Routes Shall mean a set of meters grouped together for manual meter reading and/ or replacement operations SOW Shall mean the Statement of Work or Scope of Work. Utility Shall mean (City of Palo Alto) or (CITY). 12.a Packet Pg. 229 │ Page 43 of 133 Work Order Management System (WOMS) Shall mean EnSight Plus (EnSight +), the work order system utilized by UPA to facilitate the completion of work orders. Agreement Shall consist of the Professional Service Agreement and the Statement of Work and all applicable Exhibits. 3. Place of Performance The work will be performed within CITY’s Service Territory. 4. Period of Performance The meter installation services referenced herein will begin after the Agreement is executed and formal Notice to Proceed for the mass meter deployment is issued by CITY. Sensus and our subcontractor installer UPA will require at least sixty (60) days after formal Notice to Proceed to mobilize before the commencement of the work. The meter installation services will continue until the installation work associated with the project is complete. NTP will be issued towards the end of Alpha phase, to get access to WOMS/training for Palo Alto staff installing meters for Beta phase. NTP to secure warehousing/staging area and mobilizing full crew for Full Deployment will be given with ninety (90) days notice. 5. Scope of Work The scope of work will be performed during the Period of Performance and in accordance with the provisions, requirements and assumptions listed in Section 6 and Exhibit C - Pricing. The scope of work includes: Planning and Support Phase: o Planning support (discussions, meeting participation and presentations will be conducted as needed via conference call or web conference)  Developing and drafting work plans  Other strategic planning (routes, standard operating procedures, customer communications, branding, safety, training, etc.)  Sending and receiving documentation  WOMS development and testing o Site visit and assessment (to include storage facility, office, parking, etc.) o Support of one on-site kickoff meetings that will take place during the week prior to the commencement of the Full Deployment Phase installations. o Alpha Proof of Concept Support  Configuring the WOMS  Performing integration of the WOMS to/from the SAP HANA module to provide exchange of Work Order information  Providing adequate documentation of the WOMS, including guides on information access and key performance indicators or reports generated o Beta Proof of Concept Support  Hiring adequate numbers of qualified personnel to staff installation services for Full Deployment  Acquiring adequate heavy equipment, space, and office/staging/warehousing facilitates to facilitate the installation services to be provided for Full Deployment o Support of weekly status meetings during the Full Deployment Phase. 12.a Packet Pg. 230 │ Page 44 of 133 Full Deployment Phase: Sensus and subcontractor UPA will support the Full Deployment Phase over a 18 month period, beginning in 2023 (estimated). Included in the scope of work are: installation labor (10 installers), contract management, field project management, inventory management, data management, call center services, travel expenses, a uniform vehicle fleet (approximately 12-14, depending on need and scheduling), tools, uniforms and use of UPA’s Work Order Management System (WOMS). The scope of work will be performed in accordance with the provisions, requirements and assumptions listed in Section 6. 6. Provisions, Requirements and Assumptions Related to the Scope of Work The scope of work includes installation services, contract management, field-project management, inventory management, data management, call center services and a quality assurance program. Sensus and subcontractor UPA will source a warehouse facility during the Full Deployment Phase. Sensus and subcontractor UPA will also provide a uniform vehicle fleet, tools, uniforms, personal protective equipment, performance reports and UPA’s Work Order Management System (WOMS), titled Deployment Automation System which will interface with CITY’s CIS/AMS. 6.1 UPA Provisions & Requirements UPA will provide the following: ID UPA Provision Requirement 6.1.1 Installation Services Sensus and UPA will staff the project with trained and qualified installation technicians. Installation technicians will be pre-qualified by UPA and interviewed by UPA’s Field Project Manager. Those applicants that are deemed pre-qualified will be subjected to a Motor Vehicle Record "MVR" Check, a nationwide background check (last seven (7) years), a sexual offender registry check, and a 5-panel drug test. Applicants who pass Sensus and UPA’s screening process will be extended an offer letter. If the offer letter is accepted, the applicants will be hired and asked to report for training on a specific date and time. Once hired, new associates will be trained and qualified to ensure they are qualified to work in a safe and effective manner. Sensus and UPA will deploy a trainer who will administer a classroom training course. Classroom training will encompass but is not limited to the following topics: work safety, avoiding hazards, defensive driving, SOW review, tools and hardware review, work order management training, installation techniques, tamper and theft, unsafe conditions and meter reading. Field training will follow classroom training. Installation Technicians deemed qualified once they have demonstrated all the necessary installation and safety techniques and they have passed a final exam. Installation technicians will perform the installation services associated with the SOW and in accordance with the manufacturer’s recommended installation specification. UPA will employ one (1) field supervisor for every ten (10) to twelve (12) installation technicians. Installation technicians will be subjected to UPA’s Quality Assurance Program. 6.1.2 Project Management UPA’s Project Delivery Manager (PDM) will represent Sensus as it pertains to the meter installation work during planning and project status meetings and will maintain project budgets, project tracking and change management tools. The PDM will have the authority to develop and administer all aspects of UPA’s Statement of Work with Sensus, to negotiate with Sensus on UPA’s behalf, and develop solutions with 12.a Packet Pg. 231 │ Page 45 of 133 Sensus for unforeseen challenges that arise during the Period of Performance in cooperation with the Project Stakeholders. 6.1.3 Operations Management UPA’s Field Operations Manager (FOM) responsibilities include managing the day-to-day aspects of the meter installation field operations including, but not limited to: safety management, quality control, personnel management, inventory management, schedule management and SOW adherence, and customer claims and complaints. The FOM will live and work in Utility service territory during the Full Deployment Phase. The FOM will be supported by a Field Supervisor or a Senior Field Operations Manager (SFOM) any time the FOM is schedule to be offsite (vacation, etc.). The FOM will be tasked with ensuring that installation services are carried out in a safe and professional manner that complies with the SOW, the manufacturer’s recommended installation specifications, and all other applicable local, state and federal regulations. 6.1.4 Inventory Management Sensus shall cause UPA to establish its inventory control system in anticipation of receiving, managing and reconciling allotments of meters and installation material. UPA shall accept delivery of the inventory. After physical delivery to the UPA-controlled site UPA shall be responsible for storing the inventory it receives from Utility. UPA will staff the project with an appropriate number of dedicated inventory technicians during the Full Deployment Phase. UPA will pick, stage and distribute meters and installation material that have been released from quarantine by Utility to installation technicians who will sign for the meters and installation material they receive. Meters and installation material will be managed by UPA on behalf of CITY until the meters and installation material are returned to Utility by way of completed work orders or by way of documented inventory transfers. CITY will have access to an Inventory Report via UPA’s Project Web Portal. The Inventory Report will provide statistics regarding inventory on hand, inventory used, inventory returned to the manufacturer (RMA). Sensus and CITY will establish and document reordering thresholds and lead times and UPA will utilize the Inventory Report to alert Sensus and CITY that reordering is necessary. 6.1.5 Data Management UPA’s Data & Dispatch Coordinator (DDC) will work closely with the Project Stakeholders to initiate and develop project work plans such as the Production Schedule and the Route Release Schedule. Work plans will be submitted to Utility for review and approval. The Production Schedule will be used to compare actual performance to planned performance. The Route Release Schedule will be used to facilitate the release of work orders and customer communication and will be used to facilitate meter and installation material ordering by Utility. The DDC will assign work orders based on the Route Release Schedule, the geographic layout of the available routes, the number of Installation Technicians, CITY’s meter reading schedules and the number of previously scheduled installation appointments. Work orders will be organized the night before and dispatched to the field prior to the start of the workday. The DDC will accept completed work orders, electronically, from the field daily. Data collected the previous day will be reviewed and scrubbed to ensure accuracy. The DDC will submit completed work orders to CITY two business days after the data is collected in the field. The completed work orders will be sent to Utility electronically at the appropriate time daily via an FTP site that UPA hosts on CITY’s behalf. 12.a Packet Pg. 232 │ Page 46 of 133 Various performance reports are available to Utility via the Project Web Portal. 6.1.6 Call Center Services Sensus and UPA will support the Full Deployment Phase with UPA’s call center which consists of its primary call center located in Greenville, SC and its overflow call center, MAP Communications located in Chesapeake, VA. UPA’s call center will be responsible for providing customer service, answering Frequently Asked Questions (FAQ) (if provided by Utility and approved to do so), scheduling installation appointments and facilitating the customer claims process. UPA will provide a toll-free and local exchange number that will be dedicated to CITY for customer inbound calling and will be printed on all customer communication material. UPA’s call centers are staffed with trained and qualified Customer Service Representatives (CSR) 24/7/365. UPA Call Center supports English and Spanish speaking customers. UPA utilizes a 3rd party translating service to communicate with customers speaking languages other than English, Spanish and French. Outbound and inbound scripts will be drafted by UPA’s call center manager and submitted to CITY for approval. Call Center disposition reports will be available via the Project Web Portal. 6.1.7 Quality Assurance Program Sensus and UPA will provide a Quality Assurance Program which includes auditing 100% of the installation work performed by new associates during their first 3 working days of employment and a percentage of the installation work performed by all installation technicians thereafter. UPA will also audit 100% of the photographs taken in the field, verifying several recorded meter attributes and the recorded meter read, before the completed work order is returned to the Utility. UPA’s Field Project Manager and its Field Supervisors will perform random Quality Audits throughout the Period of Performance to maintain quality and adherence to UPA’s Standard Operating Procedures (SOP). 6.1.8 Uniform Vehicle Fleet UPA will provide and maintain an appropriate number of work vehicles suited to facilitate the SOW. UPA’s work vehicles will be labeled with an approved semi-permanent decal that identifies UPA as an approved Utility contractor. 6.1.9 Tools UPA will provide its personnel with applicable tools necessary to complete the SOW. 6.1.10 Uniforms UPA will provide its Installation Technicians with uniforms and ID badges 6.1.11 Personal Protective Equipment UPA will provide its personnel with applicable Personal Protective Equipment to ensure they can complete the requirements associated with the SOW safely. 6.1.12 Performance Reports UPA will provide performance reports generated from its WOMS and made available to CITY via Project Web Portal. Performance Reports will include, but are not limited to:  EnSight+ Dashboard Report  Production Schedule  Route Status Report 12.a Packet Pg. 233 │ Page 47 of 133  Quality Audit Report  Returned To Utility (RTU) Report  Utility Intervention Required (UIR) Report  Claims Resolution Report  Call Center Report  Inventory Report 6.1.13 Work Order Management System Sensus and UPA will provide UPA’s Work Order Management System (WOMS), titled EnSight Plus (EnSight+) for use by its personnel and during the Period of Performance. UPA will provide its Work Order Management System (WOMS) hardware (handheld computers) for use by its associates. EnSight+ is a file interfaced work order management system comprised of both hardware and software used to facilitate the completion of work orders. In collaboration with Utility, UPA will gather requirements and design a workflow to record and validate information associated with each work order. The workflow will offer various collection method options including drop down menus, checkboxes, scannable text fields and free form comment fields. The workflow will also accommodate photo documentation and GPS collection. UPA will design the workflow to enforce data integrity and to accommodate real-time data validation. UPA and Utility will jointly define and test the workflow requirements, the associated field lengths, and the file formats in an effort to facilitate the transference of data between EnSight+ and Utility’s CIS/AMS. UPA will build the workflow and the associated file that it will use to transfer data to Utility’s CIS to meet the specification agreed to by both UPA and Utility. All requirements gathering, design and testing services will be performed remotely via conference call or web conference. UPA will provide a sufficient number of handheld computers. Each handheld computer will be pre-loaded with UPA’s EnSight+ software. UPA will provide regular maintenance of EnSight+ software and hardware and continuous IT support during the Period of Performance. Maintenance and IT support will be provided remotely. EnSight+ is currently working towards SOC 2 certification, with the intent that this certification will be completed in early 2022. 6.1.14 Warehouse Sensus and UPA will provide a warehouse facility of appropriate size in Utility service territory. 6.1.15 Waste Disposal UPA will be responsible for the disposal of all trash, cardboard, removed meters, debris removed from site, and any material UPA removes from Utility service territory on Utility’s behalf, abiding to City and State policies and regulations on disposal. 6.1.16 Meter Salvage Sensus and UPA will arrange for regular pick up of accumulated legacy meters for disposal. Due to the high volatility of the metals market, Sensus and UPA may negotiate fixed or market variable rates on a per meter or per pound basis with the scrap vendor. For each scrap load, Sensus and UPA will remit 50% of the received scrap proceeds, net of any costs and fees, in the form of an invoice credit within 30 days. 6.1.17 Insurance Coverage Sensus and UPA will maintain adequate insurance coverage (outlined in the Agreement) to cover CITY, UPA employees, UPA vehicles, and 12.a Packet Pg. 234 │ Page 48 of 133 the meters and installation material in UPA custodial care. Custodial care is defined in Section 2 – Common Terms. 6.1.18 Warranty Sensus and UPA will provide a 12-Month Equipment Installation Warranty. Utility Partners of America (UPA) guarantees that all service work related to the installation of the specified products (the “Products”) substantially conforms to the Statement of Work. UPA will reinstall the Products, in the event the service work related to the installation is shown to have been inconsistent with the Statement of Work. Excluded is any defect that was apparent or ascertainable at the time of the service work related to the installation was performed. In the event additional Product is needed, Sensus shall supply all necessary materials, including the replacement Product. 6.2 Utility Provisions & Requirements Utility will provide the following personnel, services, and materials: ID Utility Provision Requirement 6.2.1 Work Orders & Customer Data CITY will provide work orders in route read sequence and a format agreed to by CITY, Sensus and UPA. The work order data will define the work to be completed at the premise (i.e. meter retrofit or meter exchange) and will include the most current customer data needed to perform the SOW. 6.2.2 Blackout Schedule CITY will provide a meter reading schedule defining the dates when UPA cannot install meters in a specific billing cycle. 6.2.3 Inventory File CITY will provide an electronic inventory file that includes a description and a serial number associated with all assets that are transferred into UPA’s custodial care. 6.2.4 Customer Communications CITY will design, print, and deliver a notification letter by route/cycle to customers two-to-four weeks prior to installation activity. CITY will design and print door hangers for customer notification which will be distributed by UPA after attempting to complete a work order. UPA provided optional pricing for this effort in the instance CITY chooses not to provide. 6.2.5 Meters and Installation Materials CITY will purchase and supply Sensus and UPA with all Metering and Installation Materials needed to perform the SOW. Materials to be purchased or otherwise supplied by CITY include but are not limited to: Metering • Electric Meters • Water meters • Water meter registers • Meter End Points • Gas meters • Gas Modules Electric Installation Materials • Meter Boots (few if any) • Meter Rings • Meter Seals • Meter Keys • Meter Locking Devices • Maps of service territory and any established meter reading routes Water Installation Materials 12.a Packet Pg. 235 │ Page 49 of 133 • Pre-drilled water meter pit lids • Wire (cables) • Wire connectors • Washers and gaskets • Flange kits • Bolts • Maps of service territory and any established meter reading routes Gas Installation Materials • Indexes (If Replaced) • Screws • Maps of service territory and any established meter reading routes Sensus will provide Metering to meet the established Production Schedule and Route Release Schedule. CITY will order and provide Installation Materials to meet the established Production Schedule and Route Release Schedule. 6.2.6 AMI Programming Devices CITY will purchase and Sensus will provide a sufficient number of FlexNet CommandLinks (one per installer plus spares) for use by UPA technicians. 6.2.6 Keys and Gate Codes CITY will provide keys to utility lock boxes and other utility locks and access to gate codes needed to perform the Scope of Work. 6.2.7 Utility Support CITY will provide expeditious support in the event that UPA requires assistance with access, locating a meter, resolving an exception stemming from errant CIS data, addressing a customer concern or dealing with an abnormal operating condition. 6.3 (Intentionally Omitted) 6.4 Scope of Work and Pricing Assumptions ID Assumption Scope of Work, General 6.4.1. Project pricing does not include any costs assessed by the CITY’s CIS provider (lump sum, per meter, or otherwise) that may be required to integrate the ENSIGHT+ work order system with the CIS system. Any fees assessed by the CIS provider will be passed through at Sensus’ cost for reimbursement. 6.4.2 Sensus’ proposal assumes that CITY will purchase all any required CommandLink devices for UPA personnel (plus spares) necessary to perform the steps required by the AMI technology to program and/or register the AMI modules to the network at the time of installation. 6.4.3 Sensus/UPA’s Due Diligence Plan includes as many as two (2) physical cold call attempts, the delivery of two (2) door hangers (provided by UPA, alongside the cold calls) and three (3) phone call attempts (if phone numbers are provided) in an effort to gain access to the meter or to schedule a customer appointment if the meter is temporarily obstructed (i.e., behind a locked gate) before returning a work order to the Utility (RTU). 6.4.4 Sensus assumes that less than 3% of residential meters are considered “hard-to-access” or otherwise require an appointment to access the meter, such as meters located indoors, behind locked gates, or in seasonal homes without access to meter. Sensus will charge an additional fee per residential meter in excess of 3% that require an appointment, which includes the costs of scheduling and accommodating the appointment. 6.4.5 Sensus assumes that the Utility will provide available keys for meters that are located behind locked gates. 6.4.6 Sensus and UPA will notify CITY if UPA is unable to complete a work order due to any of the following reasons and if CITY Intervention is Required (UIR): Sensus/UPA’s Due Diligence Plan is complete, an unsafe or abnormal operating condition is identified, a permanent obstruction is present, a customer refuses service, evidence of theft or tampering is present, or UPA finds that the work order is found- complete upon arrival. If CITY intervenes and resolves the issue within 15 business days, UPA will complete the work order as planned. If CITY does not resolve the issue within 15 business days, Sensus and UPA will return the work order to the Utility (RTU) for completion. 12.a Packet Pg. 236 │ Page 50 of 133 6.4.7 Work orders that are RTU’d for the aforementioned reasons will be billed at the applicable unit rate less a 5% discount. Sensus and UPA will dispatch all RTUs to a Sensus/UPA supplied handheld that can be used by the Utility for processing the returned work order. 6.4.8 UPA will quality audit each new employee’s work during the first 3 days and a percentage of their work thereafter. 6.4.9 UPA will quality audit 100% of meter photographs taken in the field. 6.4.10 Sensus’ proposal is based on performing work in an efficient and sequenced manner (i.e., house-to- house), excluding scheduled appointments and revisits. If for any reason outside of Sensus or UPA’s control UPA is unable to perform work in an efficient and sequenced manner, all work completed by impacted field technicians will be billed at the hourly T&M rates rather than the unit installation rates, until work can recommence in an efficient and sequenced manner, or until a change order is implemented that fairly and equitably addresses the inefficient and out-of-sequenced work. 6.4.11 Sensus assumes that CITY maintains and will provide for each metered account, the complete and accurate 911-registered address information. 6.4.12 Sensus assumes that all work orders will be provided to Sensus and UPA with the route-read sequence followed by CITY. 6.4.13 Sensus and UPA assume a seamless flow of work other than designated holidays and weather days. 6.4.14 Sensus’ proposal includes provision of a warehouse with storage and office space, including utilities, high speed internet and adequate parking. 6.4.15 Sensus’ proposal includes storage of approximately 8 weeks’ worth of new inventory at its warehouse location. 6.4.16 Sensus assumes old meters and materials removed from the field will be returned to UPA’s storage facility each day and kept for no more than 30 days before disposal or relocation. 6.4.17 If scrapping and disposal services are included as part of Sensus’ scope of work responsibilities, Sensus will identify a meter salvage/recycling vendor to provide meter scrapping services of legacy meters. Sensus or its scrap vendor will arrange for regular pick up of accumulated legacy meters for disposal. Due to the high volatility of the metals market, Sensus may negotiate fixed or market variable rates on a per meter or per pound basis with the scrap vendor. For each scrap load, Sensus will remit 50% of the received scrap proceeds, net of any costs and fees, in the form of an invoice credit within 30 days. 6.4.18 Sensus assumes that the Utility will provide a location for UPA to dump the dirt and debris collected from water and gas meter pits on a daily basis. 6.4.19 Sensus assumes it will not be responsible for extensive sorting, palletizing, labeling, or packaging of old meters. 6.4.20 Sensus assumes that it will only be responsible for the repair of damages caused directly by Sensus or UPA negligence. 6.4.21 Sensus assumes that CITY will provide timely assistance with unsafe meter installations or other special circumstances. 6.4.22 Sensus assumes that if tampering or unsafe conditions are found requiring the installation technician to wait for a utility employee to arrive, the response time will not exceed 30 minutes. Should a UPA employee be required to stay beyond this time, Sensus assumes it will be reimbursed at a Time & Material (T&M) rate. Scope of Work, Electric Meter Exchange 6.4.23 Sensus assumes that all installation material including, but not limited to electric meters, seals, boots, rings, and locking devices will be purchased and/or otherwise provided to UPA by CITY and will be present at the time of need. 6.4.24 Sensus assumes that single phase electric meter replacements provided by Sensus or a third-party be pre-programmed at the factory and will not require field programming at the time of installation. 6.4.25 Sensus assumes that all existing and/or new locking rings are compatible and operable. Pricing does not include cutting, drilling or grinding of locking devices. Pricing is available upon request if not provided in Exhibit C – Pricing. 6.4.26 Sensus assumes the Utility will provide keys for the removal and replacement of locking devices. 6.4.27 Sensus assumes residential meter replacements will not require the use of jumpers or bypasses. 6.4.28 Sensus assumes any existing bypasses on commercial services are operable and in good working condition.If it is not operable, UPA will UIR the work order. 6.4.29 Sensus assumes that the Utility will provide a list of life support and critical load meters prior to the project start date. Sensus or UPA will not be held responsible for customer claims where it was not properly notified of an existing medical alert situation. 6.4.30 Sensus assumes all new meter installations will be exchanged “like-for-like” (same form and class as existing meter), unless otherwise directed by CITY. 12.a Packet Pg. 237 │ Page 51 of 133 6.4.31 Sensus assumes all meters are readily accessible by field technician and standard 2-wheel drive work vehicle and are no more than 6 feet above ground level. 6.4.32 Sensus’ proposal does not include meter-base repair services. CITY will repair when required, notification on services requiring repair can come in the form of a UIR. 6.4.33 Sensus assumes that commercial accounts will be released and available for installation on a consistent basis throughout the project. Sensus reserves the right to open future routes early to maintain sufficient available work orders for commercial installation crews deployed. 6.4.34 Sensus’ proposal does not include the installation of A-base adapters or K-base (bolt-in) meter bases. Pricing is available upon request if not provided in Exhibit C – Pricing. 6.4.35 Sensus’ proposal does include replacement of a subset of meters (roughly 125) requiring collection of more than two (2) reads, such as Time of Use (TOU) meters and bi-directional net meters. Pricing is available upon request if not provided in Exhibit C – Pricing. 6.4.36 Sensus’ proposal does not include testing of new or removed meters. Pricing is available upon request if not provided in Exhibit C – Pricing. Scope of Work, Water Meter (Retrofit/Replacement) 6.4.37 Sensus assumes water meter replacements will include complete exchange of existing meter with new meter, encoder register, and module. 6.4.38 Sensus assumes water meter retrofits will include replacement of the existing meter register with new encoder register and module. 6.4.39 Unit rates for water meter exchanges and retrofits assumes field programming of the FlexNet radios can be successfully achieved in 4 minutes or less, on average. 6.4.40 Sensus assumes that all installation material, including but not limited to meters, registers, modules, nuts, bolts, gaskets, washers, flange packs, couplers, spool pieces, wires, wire connections, gel caps, lids, and meter boxes will be purchased and/or otherwise provided by CITY to UPA and will be present at the time of need. 6.4.41 Sensus assumes that all non-commercial water meters are located outside in pits, reasonably clean of dirt and debris, with meter connection points exposed and less than 24” below ground level, with unlocked access and will not require appointments (for retrofits if the meter pit debris is below the register). In the event that the Utility’s pits are not found in the cleaned condition described, Sensus can provide a pit cleaning service at the per meter price adder provided and will document in the work order with before and after photos. 6.4.42 Sensus’ installation pricing for all water meter services assumes that water meters are not located in a confined space as defined by OSHA. Meters located in confined space requiring an additional safety resource will be charged at the Confined Space Adder provided. 6.4.43 Sensus assumes that commercial accounts (1.5-12”) will be released and available for installation on a consistent basis throughout the project. Sensus reserves the right to open future routes early to maintain sufficient available work orders for commercial installation crews deployed. 6.4.44 Sensus assumes modules will be mounted through existing lid (with mounting hole) or replacement lid provided by the Utility. 6.4.45 Sensus assumes existing and new pit lids do not exceed 50 pounds in weight. Locations with oversized pit lids may be returned to the Utility for replacement or performed by Sensus subcontractor UPA on a T&M basis. 6.4.46 Sensus assumes replacement registers will have Sensus TouchCoupler sensors so that they may be connected to the FlexNet modules without field splicing. Pricing for field splicing is available upon request if not provided in Exhibit C – Pricing. 6.4.47 Sensus’ pricing assumes that water meter retrofits will not require disruption of water service. 6.4.48 Sensus’ pricing assumes that water meter retrofits will not require removal of top plates or impeller shafts. 6.4.49 Sensus will dispose of lead seals or other hazardous waste in CITY-provided bins. 6.4.50 Sensus will attend valve training from CITY prior to turning valves, and CITY will inform Sensus of any tools used in turning valves. Sensus and UPA will not be financially responsible for the repair of curb stops or valves that are not fully operable or not in good working condition and are damaged when UPA attempts to operate them in the normal course of installation. If a meter service is found with the curb stop or shut-off valve in the “OFF” position without a physical lock, UPA will return the account (RTU) to the Utility for completion per the RTU process described above. 6.4.51 Sensus and UPA assume we will not be held responsible for the repair of service line and equipment damage that can be reasonably attributed to pre-existing conditions such as excessive corrosion, plumbing irregularities, and code violations. 6.4.52 Sensus’ proposal does not include provision of or replacement of expansion connectors, meter couplings, setters, flanges, curb stops, valves, strainers, or backflow devices. Pricing is available upon request if not provided in Exhibit C – Pricing. 12.a Packet Pg. 238 │ Page 52 of 133 6.4.53 Sensus assumes that water meters are on setters or equipped with standard meter connections that can be reused during installation activities. 6.4.54 Sensus assumes that water meter exchanges are like for like, same lay and length, and no major plumbing is required. Accounts requiring additional plumbing will be handled on a T&M basis or surveyed and quoted on a case-by-case basis. 6.4.55 Sensus’ installation unit rates do not include additional labor or groundwork needed to access meters (including but not limited to the cutting, removal and replacement of asphalt, concrete, or large tree roots). Pricing is available upon request if not provided in Exhibit C – Pricing. 6.4.56 Sensus’ installation unit rates do not include repair or replacement of meter boxes or meter vaults. Pricing is available upon request if not provided in Exhibit C – Pricing. 6.4.57 Sensus’ proposal does not include testing of new or removed meters. Pricing is available upon request if not provided in Exhibit C – Pricing. Scope of Work, Gas Meters (Retrofit/Exchange) 6.4.58 Sensus assumes that all installation material including, but not limited to, gas meters, meter modules, gaskets, screws, indexes, couplings, valves, piping, etc. will be purchased and/or otherwise provided by CITY to UPA and will be present at the time of need. 6.4.59 Sensus assumes that gas meter retrofits will not require disruption of gas service. 6.4.60 Sensus assumes that retrofits will not be limited by blackout schedule. 6.4.61 Sensus assumes existing meter indexes will be reused. 6.4.62 Retrofit pricing does not include meters with pressure or temperature compensated indexes. Pricing is available upon request if not provided in Exhibit C – Pricing. 6.4.63 Pricing for meter retrofit services does not include painting of meters or meter sets. 6.4.64 Pricing does not include broken-screw repairs. Sensus assumes that a retrofit will be considered complete with a minimum of three total screws intact, including the top two screws. Pricing for broken- screw repair is available upon request if not provided in Exhibit C – Pricing. 6.4.65 Pricing does not include gas retrofits that require an adapter plate (e.g., Sprague 1A). Pricing is available upon request if not provided in Exhibit C – Pricing. 6.4.66 Sensus assumes the Utility will provide keys/tools for the removal and replacement of locking devices as needed. 6.4.67 Pricing does not include costs for Sensus to perform leak survey work following the meter retrofit, whether during the same visit or a subsequent visit. Pricing is available upon request if not provided in Exhibit C – Pricing. 6.4.68 Unit rates for gas meter exchanges and retrofits assumes field programming of the selected AMI technology radio can be successfully achieved in 4 minutes or less, on average. Contract & Billing Assumptions 6.4.69 Sensus assumes there are no contractual requirements pertaining to Disadvantaged Business Enterprises (DBE, MBE, WBE or otherwise) or local area business requirements. 6.4.70 Sensus assumes there is no requirement to use unionized labor for this project. 6.4.71 Pricing does not include the provision of performance and/or payment bonds. Bonds can be provided at a cost of 2.75% of the total contract value. 6.4.72 Sensus’ proposal excludes any contractual language assessing liquidated damage penalties or provisions without review and acceptance by Sensus and our subcontractor installer UPA. 6.4.73 Pricing is based on a fuel price of $4.00 per gallon. In the event that fuel costs exceed $4.00 per gallon during the project, Sensus will assess a fuel surcharge based on existing fuel prices. 6.4.74 Pricing does not include any local or state sales, use or gross receipts taxes on Sensus’ installation services. Any taxes on Sensus’ services will be applied to each regular invoice. 6.4.75 Sensus will invoice approximately every 30 days for the services and resources provided during that month with net 30 pay terms. 6.4.76 Sensus assumes no retainage will be withheld from payments. 6.4.77 All prices are stated in U.S. dollars. 6.4.78 Prices are firm through 12/31/22. Beginning 1/1/23, and each subsequent year, pricing is subject to an annual 3% increase in all unit and T&M rates. 12.a Packet Pg. 239 │ Page 53 of 133 7. Installation Procedures A general description of services to be provided by Sensus’ subcontractor installation technicians at each field installation site during the Period of Performance: 7.1 General Installation Procedure – Water Meter Retrofit ID Work Requirement Water Meter Retrofit Requirement 7.1.1 Park Safely Park Work Vehicle. Safety cones will be placed in front and rear of parked vehicle. Technician will wear high visibility shirt and/or vest. 7.1.2 Location and Verification The installation technician will locate the water meter and verify the premise. Submeter GPS Coordinates provided. Location comments to be provided. 7.1.3 Notify Customer The installation technician will attempt to notify customer prior to performing installation work. 7.1.4 Pre-installation Inspection The installation technician will inspect the water meter pit for any abnormal conditions, such as leaks, tamper, unsafe conditions, or installations which will require work at the T&M rate to complete the installation not previously authorized (such as removal of excess shrubs). If abnormal conditions exist, the installation technician will escalate the issue to the respective UPA field supervisor, and then notify Utility if judgement cannot be made to continue. UPA Field Supervisor or installer will remain near for 30 minutes for onsite inspection/determination by Utility. If no determination made within 30 minutes, the location will be Returned to Utility (RTU). 7.1.5 Pre-installation Photograph The installation technician will take pre-installation photos as follows: (1) overview of pit, (2) pit with lid open, and (3) register read photograph. 7.1.6 Installation The installation technician will perform the retrofit of the water meter register and the meter box and pit lid and the installation of the Sensus End Point in accordance with the SOW and the manufacturers’ suggested installation specification. 7.1.7 Endpoint Commissioning The installation technician will complete endpoint commissioning of the new SmartPoint endpoint using the Command Link Handheld. 7.1.8 Post installation Photographs The installation technician will take a post installation photographs; (1) register after flow test, (2) pit after work complete, and (3) surrounding area after work complete 7.1.9 Work Order Data Capture The installation technician will capture and validate work order data using UPA’s work order management system. 7.1.10 Clean Work Area The installation technician will clean the work area and remove any debris associated with the SOW so that the work area is left in the as found condition or better. 7.1.11 Post Installation Notification The installation technician will leave a door hanger on the front door that notifies the customer that the installation was complete or prompts the customer to call a toll-free number to schedule an installation appointment at a later point in time if the installation could not be completed. 7.2 General Installation Procedure – Water Meter Exchange ID Work Requirement for Water Meter Exchange Requirement 7.2.1 Park Safely Park Work Vehicle. Safety cones will be placed in front and rear of parked vehicle. Technician will wear high visibility shirt and/or vest. 12.a Packet Pg. 240 │ Page 54 of 133 7.2.2 Location and Verification The installation technician will locate the water meter and verify the premise. Submeter GPS Coordinates provided. Location comments to be provided. 7.2.3 Notify Customer The installation technician will attempt to notify customer prior to performing installation work. 7.2.4 Pre-installation Inspection The installation technician will inspect the water meter pit for any abnormal conditions, such as leaks, tamper, unsafe conditions, or installations which will require work at the T&M rate to complete the installation not previously authorized (such as removal of excess shrubs). If abnormal conditions exist, the installation technician will escalate the issue to the respective UPA field supervisor, and then notify Utility if judgement cannot be made to continue. UPA Field Supervisor or installer will remain near for 30 minutes for onsite inspection/determination by Utility. If no determination made within 30 minutes, the location will be Returned to Utility (RTU). If during inspection, the water valve is “Found Off”, technician will note if the valve is physically locked in the “Off Position”.  If the Valve IS physically locked in the “Off Position” o Installation will proceed as normal without flushing the meter post installation.  If the Valve IS NOT physically locked in the “Off Position” o Installation will be halted, and the account will be Returned to Utility (RTU). or o Technician can secure the valve in the “Off Position” using a plastic zip tie, and then proceed as normal without flushing the meter post installation. 7.2.5 Turn Water Off The installation technician will turn the street-side water valve to the off position. 7.2.6 Pre-installation Photographs The installation technician will take pre-installation photos as follows: (1) overview of pit, (2) pit with lid open, and (3) register read photograph. 7.2.7 Installation The installation technician will perform the exchange of the water meter and the meter pit lid and the installation of the Sensus End Point in accordance with the SOW and the manufacturers’ suggested installation specification. 7.2.8 Turn Water On The installation technician will turn the street-side water valve back to the on position. 7.2.9 Endpoint Commissioning The installation technician will complete endpoint commissioning of the new Sensus End Point using the Manufacturer provided Handheld. 7.2.10 Flow Water The installation technician will flow water (approximately 1 gallon) from the nearest spigot (if available) to clear the applicable water line of air or debris that may have entered the line inadvertently during the exchange or installation process 7.2.11 Post installation Photograph The installation technician will take a post installation photograph and, where necessary, exception photos at each installation. 7.2.12 Work Order Data Capture The installation technician will capture and validate work order data using UPA’s WOMS. 7.2.13 Clean Work Area The installation technician will clean the work area and remove any debris associated with the SOW so that the work area is left in the as found condition or better. 12.a Packet Pg. 241 │ Page 55 of 133 7.2.14 Post Installation Notification The installation technician will leave a door hanger on the front door that notifies the customer that the installation was complete or prompts the customer to call a toll-free number to schedule an installation appointment at a later point in time if the installation could not be completed. 7.3 General Installation Procedure – Electric Meter ID Work Requirement For Electric Meter Exchange Requirement 7.3.1 No Batching of Installations Installation technicians shall not adopt the practice at locations where there are multiple meters of removing all meters at one time. Each installation must be completed in its entirety prior to moving to the next meter. 7.3.2 Park Safely Park Work Vehicle. 7.3.3 Location and Verification The installation technician will locate the electric meter and verify the premise 7.3.4 Notify Customer The installation technician will attempt to notify customer prior to performing installation work. 7.3.5 No Batching of Installations Installation technicians shall not adopt the practice at locations where there are multiple meters of removing all meters at one time. Each installation must be completed in its entirety prior to moving to the next meter. 7.3.6 Photo of Site as Found Take picture of meter and surrounding area. 7.3.7 Verify Meter Seal Color Clean debris from index and cover. 7.3.8 Pre-install Note any issues/concerns. Take Pre-install photo of existing meter face. 7.3.9 PPE Don PPE. 7.3.10 Examine Work Area Note any signs of danger, theft, or irregularity. Take picture if necessary. 7.3.11 Install Remove Meter Seal and Meter Ring if applicable. 7.3.12 Examine Inside of Meter Box Note any signs of excessive heating, loose connections, bent or wide gapped lugs, corrosion, danger, theft, or irregularity. Take picture if necessary. 7.3.13 Examine Spades on existing Meter Note any signs of excessive heating, corrosion, discoloration, danger, theft, or irregularity. Take picture if necessary. 7.3.14 Voltage Check Take a voltage reading (if accessible), first reading across both phases and then each phase to ground individually. 7.3.15 Install New Meter If the meter can, block and contents appear to be in good condition, the tech will approach the meter can with the new meter. The tech will test the meter for operability including display and check for voltage on load side. If the meter is operable, the tech will install the meter cover or meter ring and a new tamper seal using the proper utility selected color. 7.3.16 Programming No meter programming is expected to be necessary. 7.3.17 Photo of New Meter Take picture of meter face of new meter. 7.3.18 Photo of Site as Left Take photo of new meter and surrounding area as left. 7.3.19 Work Order Data Capture The installation technician will capture and validate work order data using the UPA’s WOMS 7.3.20 Clean Work Area The installation technician will clean the work area and remove any debris associated with the SOW so that the work area is left in the as found condition or better. 7.3.21 Post Installation Notification The installation technician will leave a door hanger on the front door that notifies the customer that the installation was complete or prompts the customer to call a toll-free number to schedule an installation appointment at a later point in time if the installation could not be completed. 7.3.22 Handheld Return Return the handheld to the UPA office/staging area at the end of each day. 12.a Packet Pg. 242 │ Page 56 of 133 7.4 General Installation Procedure – Gas Meter Retrofit ID Work Requirement For Gas Meter Retrofit Requirement 7.4.1 Park Safely Park Work Vehicle. 7.4.2 Location and Verification The installation technician will locate the gas meter and verify the premise and meter number 7.4.3 Notify Customer The installation technician will attempt to notify customer prior to performing installation work. 7.4.4 Pre-installation Inspection The installation technician will inspect the meter loop for any abnormal operating conditions, such as leaks, tamper or unsafe conditions. If abnormal operating conditions exist, the installation technician will escalate the issue to the respective Field Supervisor. The respective Field Supervisor will notify CITY. 7.4.5 Atmospheric Corrosion Survey The installation technician will perform an atmospheric corrosion survey and record the results. 7.4.6 Pre-installation Photograph The installation technician will take a pre-installation photograph. 7.4.7 Installation The installation technician will perform the installation of the Module in accordance with the SOW and the manufacturer’s suggested installation specification. 7.4.8 Programming The installation technician will program the new Module. 7.4.9 Post installation Photograph The installation technician will take a post installation photograph and, where necessary, exception photos at each installation. 7.4.10 Work Order Data Capture The installation technician will capture and validate work order data using the UPA’s DAS WOMS 7.4.11 Clean Work Area The installation technician will clean the work area and remove any debris associated with the SOW so that the work area is left in the as found condition or better. 7.4.12 Post Installation Notification The installation technician will leave a door hanger on the front door notifying the customer that the installation was complete or prompts the customer to call a toll-free number to schedule an installation appointment at a later point in time if the installation could not be completed. 7.5 General Installation Procedure – Gas Meter Exchange ID Work Requirement For Gas Meter Exchange Requirement 7.5.1 Park Safely Park Work Vehicle. 7.5.2 Location and Verification The installation technician will locate the gas meter and verify the premise and meter number 7.5.3 Notify Customer The installation technician will attempt to notify customer prior to performing installation work. 7.5.4 Pre-installation Inspection The installation technician will inspect the meter loop for any abnormal operating conditions, such as leaks, tamper or unsafe conditions. If abnormal operating conditions exist, the installation technician will escalate the issue to the respective Field Supervisor. The respective Field Supervisor will notify CITY. 7.5.5 Atmospheric Corrosion Survey The installation technician will perform an atmospheric corrosion survey and record the results. 7.2.6 Pre-installation Photograph The installation technician will take a pre-installation photograph. 7.5.7 Bypass the Meter The installation technician will bypass the gas meter if possible. 7.2.8 Turn Gas Off If the installation technician cannot bypass the gas meter, the installation technician will turn the utility-side gas valve to the off position. 7.2.9 Installation The installation technician will perform the exchange of the gas meter and the regulator (if applicable) and the installation of the Module (if it was not pre-installed on the gas meter) in 12.a Packet Pg. 243 │ Page 57 of 133 accordance with the SOW and the manufacturer’s suggested installation specification. 7.2.10 Turn Gas On If the installation technician could not bypass the gas meter, the installation technician will turn the utility-side gas valve back to the on position. 7.5.11 Soap Test The installation technician will perform a soap test to ensure the gas meter is sealed. 7.5.12 Programming The installation technician will program the new Module. 7.5.13 Post installation Photograph The installation technician will take a post installation photograph and, where necessary, exception photos at each installation. 7.5.14 Work Order Data Capture The installation technician will capture and validate work order data using the UPA’s DAS WOMS 7.5.15 Clean Work Area The installation technician will clean the work area and remove any debris associated with the SOW so that the work area is left in the as found condition or better. 7.5.16 Post Installation Notification The installation technician will leave a door hanger on the front door notifying the customer that the installation was complete or prompts the customer to call a toll-free number to schedule an installation appointment at a later point in time if the installation could not be completed. 7.6 General Warehouse Procedure Sensus’ installation pricing assumes that Sensus and subcontractor UPA will provide a facility for storage of the Meters and associated materials throughout the project, as well as parking and a small office space with high-speed internet for Sensus’ subcontractor installer’s crew. Sensus’ subcontractor installation technicians will report to the UPA facility each morning to load their trucks and will return to the same facility at the end of each day to return unused materials. 8. Exception Handling 8.1. Exceptions Due to Errant CIS/AMS Data or Data that Can Not be Verified Exception events that result from errant CIS data will be handled in the following manner: ID Exception Description Resolution 8.1.1 Cannot locate or gain access to meter CITY to dispatch crew or provide assistance via phone call to help UPA locate or gain access to meter, UPA to install a new meter following access or locate of meter or UIR if not located. 8.1.2 Incorrect meter on-site UPA to record as-found meter information including discrepancy and proceed with a like for like installation 8.1.3 Can’t read meter or serial number UPA to record exception and proceed with installation. These meters will be tagged and segregated from other used meters. 8.1.4 Reading out-of-range (high/low failure) UPA to record as-found meter information and proceed with installation 8.1.5 Crossed meters – incorrect address UPA to notify field Utility for resolution or UIR. 8.1.6 Found Complete UPA to RTU for Found Complete. 8.2. Exceptions Due to Abnormal Operating Conditions Exception events that result from abnormal operating conditions will be handled in the following manner: ID Exception Description Resolution 8.2.1 Unsafe condition UPA to record exception, escalate to CITY, and remain on site if it is safe to do so until UPA is relieved by CITY employee. UPA will wait up to 30 minutes for relief by Utility. 12.a Packet Pg. 244 │ Page 58 of 133 After 30-minutes the Hourly T&M Rate for out of Scope Work outlined in the Schedule of Values will apply. If Sensus is not contracted to resolve condition, UPA to UIR work order. 8.2.2 Work Required UPA to record exception, escalate to CITY and will wait up to 30 minutes for direction from CITY. After 30-minutes the Hourly T&M Rate for out of scope work outlined in Exhibit C - Pricing will apply. If Sensus is not contracted to resolve condition, UPA to UIR work order. 8.2.3 Obstructed meter UPA to record exception. If obstruction is temporary, UPA to leave door hanger prompting customer to schedule and installation appointment after the obstruction is cleared. If permanent, UPA to UIR work order. 8.2.4 Diversion/Tampering UPA will photograph and record exception, leave site and escalate to CITY and RTU the work order. 8.2.5 Opt out Program (if applicable) UPA to record exception, refer customer to CITY for further information and RTU work order. 8.2.6 Customer Refusal UPA to record exception and UIR work order. 8.2.7 Found Complete UPA to record exception and RTU work order. 8.2.8 Water Meter Accounts with Valve “Off” and unlocked UPA to record exception and UIR work order, unless alternate approach is mutually agreed to. (i.e., UPA installing temporary seal and documenting). UPA would then record exception and perform normal installation without leak check and flushing 8.2.9 Water Meter Accounts with Valve “Off” and locked UPA to record exception and perform normal installation without leak check and flushing. 9. Schedule/Milestones The list below consists of tentative schedule milestone dates identified for Utility AMI Meter Exchange Project: ID Milestone Milestone Dates Contracting Phase Start End 9.1 SOW Development, Contract Execution 9/1/2020 8/31/2021 Pre-Deployment Activities 9.2 Initial IT Setup, Project Planning 8/1/2022 9/30/2022 9.3 Develop/approve call center script, postcards, door hangers 8/1/2022 9/30/2022 9.4 CIS Integration/file exchange process tested & complete 8/1/2022 9/30/2022 9.5 Proof of Concept Installation Period 10/1/2022 5/31/2023 Full Deployment 9.6 UPA Project Manager Arrives On-Site 6/1/2023 6/1/2023 9.7 Warehouse Facility Secured, Inventory System Set Up 6/1/2023 6/30/2023 9.8 Receive Initial Meter Shipment 6/1/2023 6/15/2023 9.9 Vehicle Fleet Received and Prepared for Deployment 6/1/2023 6/15/2023 9.10 Meter Installations Begin (Ramp Up Period) 7/1/2023 8/30/2023 9.11 Steady State Meter Installations Continue 9/1/2023 12/31/2024 9.12 Ramp Down/Clean Up Meter Installation Period 2/1/2025 2/28/2025 9.13 Meter Installations Complete 2/28/2025 12.a Packet Pg. 245 │ Page 59 of 133 9.14 Close Warehouse Facility, Demobilize 3/1/2025 3/30/2025 12.a Packet Pg. 246 │ Page 60 of 133 Exhibit E System Requirements / Acceptance Testing 1. AMI REPQUIREMENTS  Enumerated is a list of AMI requirements pursuant to the AMI system. These requirements are to be superseded by any requirements defined in Design workshops conducted by Sensus in the Planning Phase & Test Scripts 1-20 in this Exhibit. ID Category Requirement Proposer Response 1 System Performance and Reliability Meet all applicable Federal, State, and local regulatory requirements (including, but not limited to, Federal Communications Commission (FCC Title 47 C.F.R,Part 15 - Radio Frequency Devices), and applicable standards by the American National Standards Institute (ANSI)). Current Base 2 System Performance and Reliability Comply with Palo Alto Objective Aesthetic, Noise, and Related Standards for Wireless Communication Facilities in the Public Rights of Way (https://cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=7 2076.31&BlobID=73303). Current Base 3 System Performance and Reliability Provide mechanisms to minimize or eliminate potential interfere with current Utility, SCADA, Public Safety or any other current communications system. Current Base 4 System Performance and Reliability Uniquely identify all endpoints and communication devices on the system. Current Base 6 System Performance and Reliability Provide network redundancy of n-2, such that any two network components (collectors, repeaters, etc.) can be lost while maintaining communication across all endpoints. Current Base 7 System Performance and Reliability Utilize secure communications with all authorized systems and devices, including access ports, wireless communications (such as Bluetooth), field servicing tools, and communications to any network infrastructure devices. Current Base 8 System Performance and Reliability Support the following backhaul communications on network infrastructure components: cellular; and fiber. Current Base 9 System Performance and Reliability Support multi-channel data transmission. Current Base 10 System Performance and Reliability Automatically select from redundant communications paths if available. Current Base 11 System Performance and Reliability Perform data flow control after a communication or power outage to prevent resources from being overloaded. Current Base 12 Configuration Display and Log configuration parameters. Current Base 13 Configuration Display and Log communications network check results on all installed interfaces. Current Base 14 System Diagnostics Detect, log, and report program or memory failure. Current Base 12.a Packet Pg. 247 │ Page 61 of 133 ID Category Requirement Proposer Response 15 System Diagnostics Detect, log and report communications link failure. Current Base 16 System Diagnostics Log the communication performance and report it regularly. Current Base 17 System Diagnostics Make diagnostic log information available either on-demand or by regular reporting. Current Base 18 System Diagnostics Support a remotely or locally initiated test for communications connection status. Local diagnostic will include the capability to perform “ping” and obtain network interface and link information, network association status, and signal level status. Current Base 19 System Diagnostics Provide managed services to Palo Alto from a vendor- operated remote Network Operations Center, for a hosted solution. Managed services will include, at a minimum, alerting to Palo Alto of network health issues and remote troubleshooting services for network components maintenance/repair. Current Base 20 System Diagnostics Remotely detect network communications problems, including loss of redundant communications pathways, diminishing signal strength, or poor performance. Current Base 21 System Diagnostics Provide mechanisms for remotely correcting system/component problems, which, at a minimum, shall include the ability to remotely recycle (or restart) a component. Current Base 22 System Diagnostics Log the results of all remote testing and diagnostics activities and any automatic actions taken based on those results. Current Base 23 System Diagnostics Provide on-demand reports that contain key diagnostics and statistics from endpoints, devices, and field communication network elements, including event/transaction status reports, trouble reports, and additions/removals. Current Base 24 Other Applications Support DNP3 communications protocol for interfacing other process automation systems components. Current Base 25 Other Applications Support Modbus communications protocol for interfacing other process automation systems components. Current Base 26 Other Applications Be capable of communicating with load control devices. Current Base 27 Other Applications Support a platform to provide connectivity (status) to distribution automation devices, such as reclosures, capacitors, breakers, transformers, fault indicators, line load sensors, relays & power measurement devices, etc. Current Base 28 Other Applications Provide a platform to provide connectivity (status and control) to public streetlights and rentable private lighting. Current Base 29 Other Applications Be capable of transmitting data from water monitoring devices, such as for pressure, temperature, and quality. Current Base 30 Other Applications Be capable of transmitting data from leak detection devices. Current Base 31 General Provide both production and test environments for the AMI Head-end System. Current Base 32 General Provide context-sensitive system documentation for online user help. Current Base 12.a Packet Pg. 248 │ Page 62 of 133 ID Category Requirement Proposer Response 33 Systems Integration Support real-time communication and protocols for integration to other enterprise IT systems. Current Base 34 Systems Integration Support common information model structures, commercial enterprise application infrastructure interfaces, and service oriented integration patterns for IT systems integration the utility's CIS and other enterprise IT systems. Current Base 35 Systems Integration Support scheduled batch loading of meter interval and register reads to other enterprise IT systems. Current Base 36 Systems Integration Support scheduled batch loading of meter events to other enterprise IT systems. Current Base 37 General Be capable of performing on-demand read requests to retrieve events, usage and register data for both electric meters and water endpoints. Current Base 38 Systems Integration Be able to initiate an on-demand read request through a real- time interface from another authorized system (i.e., MDMS, CIS, OMS). Current Base 39 Systems Integration Be capable of delivering the results of all received alarms, outages and remote testing and diagnostic results to other systems in near-real time (within 30 seconds of receipt to the AMI Head-end). Current Base 40 Functionality Be capable of securing and delivering interval data and logs from endpoints and communications network components at a configurable frequency, but at least 4 times per day. Current Base 41 Functionality Support electric interval data collection for measured product down to 15 minutes for commercial customers and down to 1 hour for residential customers. Data Collection for some commercial customers will be every 5 minutes. Current Base 42 Functionality Support water interval data collection for measured product down to 15 minutes for commercial customers and down to 1 hour for residential customers. Current Base 43 Functionality Support gas interval data collection for measured product down to 15 minutes for commercial customers and down to 1 hour for residential customers. Current Base 44 Functionality Be able to store 90 days of interval data in the AMI Head-end System. Current Base 45 Functionality Be able distinguish between a missing interval and zero consumption and provide reporting capability for missing data or gaps. Current Base 46 Functionality Track devices with missing data due to failed or incomplete communications and provide an automatic retry process to ensure several efforts are made to capture missing interval data for endpoints. Current Base 47 Functionality Log all messages sent to and received from all AMI components with the message date/time, event/message type identifier, and source/target(s) identifier. Current Base 48 Functionality Log each instance when an event message has been sent to an AMI component, but no acknowledgement is received within the configured time frame. Current Base 49 Functionality Process Daylight Savings time change. Current Base 12.a Packet Pg. 249 │ Page 63 of 133 ID Category Requirement Proposer Response 50 Functionality Have the capability to assign internal user-specific screen presentation criteria (i.e. personalized home dashboard) based on user sign-in (role-based presentation). Current Base 51 Functionality Support user capability to export report and query data in CSV, SQL, Excel, XML, TXT, or other flat-file formats. Current Base 52 Functionality Provide the capability to support a variety of number of dials that contain up to 9 digits on register read. Current Base 53 Functionality Provide the capability to support 12-digit length serial number for meter or endpoint. Current Base 54 Functionality Support basic outage management tools, including visual map showing location of endpoints with color-coded status. Current Base 55 Events/Alarms Detect and report all meter, endpoint and system alarms in near-real time (up to 30 seconds) to the AMI Head-end. Current Base 56 Events/Alarms Transport events with the next regularly scheduled readings. Current Base 57 Events/Alarms The AMI Head-end system shall automatically send all events and alarms received to the MDMS. Current Base 58 Events/Alarms Provide mechanism to automatically communicate a certain event and/or alarm to designated recipients via email and SMS text msg. Current Base 59 Events/Alarms Detect and report removal of endpoint (cut wire). Current Base 60 Events/Alarms Detect and report meter tilt/tamper. Current Base 61 Events/Alarms Detect and report stopped/dead/non-registering meters. Current Base 63 Events/Alarms Detect and report power quality excursions for a capable electric meter. Current Base 64 Events/Alarms Detect and report demand threshold reached for an electric meter. Current Base 65 Events/Alarms Detect and report load side voltage with service switch in OPEN state for an electric meter. Current Base 66 Events/Alarms For "Last Gasp" messages, configure a delay in transmission of message to an Outage Management System (OMS) or other external system. Current Base 67 Events/Alarms Detect and report loss of power on a single phase or all phases for an electric meter. Current Base 68 Events/Alarms Detect and report max amps for an electric meter has been reached. Current Base 69 Events/Alarms Detect and report min amps for an electric meter has been reached. Current Base 70 Events/Alarms Detect and report reverse power flow for non-Net electric meters or not programmed for kWh received. Current Base 71 Events/Alarms Detect and report restoration of power ("power on") for an electric meter. Current Base 72 Events/Alarms Detect and log pulse over flow check for a meter. Current Base 73 Events/Alarms Detect and log test mode check for a meter. Current Base 74 Events/Alarms Perform and log on meter diagnostic check for a meter. Current Base 12.a Packet Pg. 250 │ Page 64 of 133 ID Category Requirement Proposer Response 75 Events/Alarms Detect and log stopped meters. Current Base 76 Events/Alarms Detect and log access by any field device (e.g., optical port, Bluetooth connection, etc.). Current Base 77 Events/Alarms Detect and report as an alarm on a near real time basis a hot meter base or socket. Current Base 79 Security Not provide direct or indirect access to SCADA systems. Current Base 80 Security Receive and process data requests from other systems (e.g.. MDMS, CIS, or OMS). Current Base 81 Security Not store personally-identifiable customer information. Current Base 82 Security Log invalid login attempts; retain 12 months of authentication logs success and failure. Current Base 83 Security Support a lockout for a configurable number (minimum 3) of failed login/access attempts. This applies to the AMI Head- end application, meter and endpoint configuration products, all field tool applications, meters and endpoints. Current Base 84 Security Support Advanced Encryption Standard (AES) for 256 bit encryption end-to-end. Current Base 85 Security Support rolling encryption keys on a configurable basis. Current Base 86 Security Support ANSI C12.19/C12.18/C12.22 cryptographic solutions including clear text, plain text and cipher text communication. Current Base 87 Security Support functions which allow for secure device authentication, registration, and revocation of registration. Current Base 88 Security Supply mechanisms which audit and store all security related events including all messages, access, and modification events within the system for 90 days. Current Base 89 Security Supply a security audit store which includes the date and time of the event, type of event, subject identity, and the outcome (success or failure) of the event. Current Base 90 Security Supply access control mechanisms (i.e., Identification & Authentication mechanisms) which prevent unauthorized access of information and resource. Current Base 91 Security Log unauthorized access attempts. Current Base 92 Security Support 2-factor authentication for system access. Current Base 93 Security Restrict access to reconfiguration commands based upon user role. Current Base 94 Security Reject messages/requests that are received from unauthorized systems or devices. Current Base 95 Security Provide a configurable 'choke' to restrict the maximum number of disconnect operations allowed at once or on a daily basis including those disconnect requests transmitted via MDMS. Current Base 96 Configuration Be capable to change configuration settings of the endpoint shall be available via remote action without removing device. Current Base 97 Configuration Have full capability for reprogramming endpoint configurations via an over the air process. Current Base 12.a Packet Pg. 251 │ Page 65 of 133 ID Category Requirement Proposer Response 98 Configuration Have capability to automatically perform a last read of interval and register data, before a configuration update is performed Current Base 99 System Performance and Reliability Be capable of securing a 98.5% success rate of reads transmitted within 72 hours of read timestamp, processed at the AMI Head-end and available for billing. Current Base 100 System Performance and Reliability The AMI Head-end shall be capable of receiving and processing incoming meter data on a continuous basis. Current Base 101 System Performance and Reliability Be able to report high priority messages in one minute 90 percent of the time. Current Base 102 System Performance and Reliability Be able to report medium priority messages in five minutes 90 percent of the time. Current Base 103 System Performance and Reliability Be able to report low priority messages in fifteen minutes 90 percent of the time. Current Base 104 System Performance and Reliability Transmit lower priority events to the AMI Head-end during the next available transmission cycle. Current Base 105 System Performance and Reliability Transmit and log the following information for each event: Event Timestamp, Event Type, AMI RF endpoint, and/or meter ID. Current Base 106 System Performance and Reliability Support user-defined prioritization of events to allow critical traffic to have priority. Current Base 107 System Performance and Reliability Automatically retry events when a message is not acknowledged. Current Base 108 System Performance and Reliability Record metrology data while communicating and during communication failures. Current Base 109 System Performance and Reliability Support remote configuration of all user-controllable endpoint parameters. Current Base 110 System Performance and Reliability Support remote configuration of multiple endpoints in a batched mode, via user-defined batching. Current Base 111 System Performance and Reliability Log all configuration commands and results for a minimum of 90 days. Current Base 112 System Diagnostics Exporting meter data upon request and provide capabilities to export log data. Current Base 113 System Diagnostics Send non-usage messages and alarms to the AMI Head-end that contain date/time stamp from internal meter clock, message code/type, and meter identifier. Current Base 114 System Diagnostics Support configurable alert levels and notifications based on the severity of a problem detected and the number of endpoints affected. Current Base 12.a Packet Pg. 252 │ Page 66 of 133 ID Category Requirement Proposer Response 116 Software/Firmwar e Releases Provide release notes prior to updates. Current Base 117 Software/Firmwar e Releases Allow for software releases to be able to be scheduled at Utility's discretion. Current Base 118 Software/Firmwar e Releases Have a rollback plan in place and be communicated to the Utility prior to any upgrades to the Software. Current Base 119 Software/Firmwar e Releases Retain all AMI Meter configuration and program settings, statuses, customer information, and event logs over a full Software/firmware upgrade. Current Base 120 Software/Firmwar e Releases Contain fail safe logic to preserve the current state of the service switch and load control/distributed generation features during full Software/firmware upgrades. Current Base 121 Software/Firmwar e Releases Accept and install firmware upgrades remotely (over-the-air) via the AMI system in a secure manner. Current Base 122 Software/Firmwar e Releases Shall provide a secure capability to perform meter program and firmware updates in the field without removing devices. Current Base 123 Software/Firmwar e Releases Allow for selective updating of meter program parameters such as events/alarms TOU schedules, DST tables of meters remotely (over-the-air) via the AMI system. Current Base 124 Software/Firmwar e Releases Continue normal operation while downloading Software/firmware upgrades until instructed to switch to the new version. Current Base 125 Software/Firmwar e Releases Log firmware download and upgrade attempts, failures, successes, reversions, etc. with timestamp. Current Base 126 Software/Firmwar e Releases Report firmware upgrade status (successful or unsuccessful) to the AMI Head-end. Current Base 127 Software/Firmwar e Releases Allow for firmware releases to be able to be scheduled at Utility's discretion. Current Base 130 Security Provide Network Layer IP filtering solution to allow access only from the City's IP address to the Vendor environment (especially hosted for the City). Current Base 131 Security Securely transfer/process data between the City and the Vendor's environment through SITE-TO-SITE VPN communication, enhanced with Multi-Factor Authentication (MFA). Current Base 132 Security Securely encrypt City’s data during the operational process, hosted at rest, and the backup stage, at the Vendor's environment (including Vendor’s contracting organization’s environment) Current Base 134 Security Offer 99.99% up-time in the Service Level Agreement (SLA). Current Base 135 Security For systems hosted using third-party cloud services, such as AWS, offer a secured, logically separated IT environment in cloud consistent with the AWS_Security_Compute_Services_Whitepaper document (https://d1.awsstatic.com/whitepapers/Security/Security_Com pute_Services_Whitepaper.pdf). Current Base 136 Security Allow for a minimum of 3 (three) authorized personnel from the City to have superuser/super admin access to the Vendor’s, and cloud-hosted environment with MFA authentication. Current Base 12.a Packet Pg. 253 │ Page 67 of 133 ID Category Requirement Proposer Response 137 Security Offer authentication and authorization from the “City’s environment to the Vendor’s environment” and "Vendor’s environment to the cloud-hosted environment” enhanced with SSO and MFA. Current Base 138 Security Offer IP filtering for all the applications and database access to the Vendor’s environment and to the cloud environment. Current Base 139 General Be supplied with a scannable manufacturer serial number bar code label, including the electric meter number affixed to the meter faceplate. Current Base 140 General Provide electronic vendor meter inventory file with meter deliveries Current Base 141 Functionality Support configurable display registers with at least 6 (digits) plus 2 decimals Current Base 142 Functionality Support bi-directional (net) electric flow metering. Current Base 143 Functionality Have sensors to detect hot socket/overvoltage and temperature. Current Base 144 Functionality Perform a diagnostic self-test upon start up and in the event of errors or warnings report the error on the meter display and provide notification back to the AMI Head-end. Current Base 145 Functionality Be able to accept and process a remote demand reset command from the AMI Head-end system >99% of the time. Current Base 146 Functionality Send acknowledgement to AMI Head-end of demand reset function has been performed, along with time stamp of reset. Current Base 147 Functionality Be configurable to record 5-minute, 15-minute, 30-minute and 60-minute demand register readings based either on a clock time interval or a rolling basis. Current Base 148 Functionality Provide a time stamp with the peak demand recorded for the period set in the metrology of the meter, for demand-enabled meters. Current Base 149 Functionality Allow for auto-demand reset at a predefined time/interval period (e.g. tied to billing date), for demand-enabled meters. Current Base 153 Functionality Be available with an optional service disconnect switch capable of interrupting up to 200 amps, for residential meters (Form 2S class 320 meters excepted). Current Base 154 Functionality Log a date/time stamped event when an operation occurs, with a message to communicate success or failure, for meters with service disconnect switches. Current Base 155 Functionality Be capable of operating at its maximum rated load without overflowing the interval data counter, no matter the interval length selected. Current Base 156 Functionality Be able to support remote configuration of the kWh read interval. Current Base 157 Functionality Be able to support remote configuration of the kW and Voltage read interval. Current Base 158 Functionality Be able to support net metering functionality. Current Base 159 Functionality Be available to be retrofit with a KYZ pulse output board without limiting AMI functionality, for three-phase meters. Current Base 12.a Packet Pg. 254 │ Page 68 of 133 ID Category Requirement Proposer Response 160 Functionality Be able to provide load profile register/interval data for the following units of measure in configurable 5, 15, 30 & 60 minute intervals with time stamp: kWh delivered, kWh received, kW, kVARh delivered, kVARh received, time-of- use, and kVAh. Current Base 161 Functionality Provide voltage per phase. Current Base 162 Functionality Provide amperage per phase. Current Base 163 Functionality Be capable of identifying service type/form factor. Current Base 164 Functionality Provide a measurement of VAR or VA for billing interval, for three-phase meters. Current Base 165 Functionality Provide a phase angle measurement both positive (leading angle) and negative (lagging angle), for three-phase meters. Current Base 166 Functionality Provide an instantaneous amperage reading on demand, and maximum amperage for interval readings. Current Base 167 Functionality Provide an instantaneous voltage reading on demand, and max/min voltage reading for interval readings. Current Base 168 Functionality Provide an event denoting the date/time field access was performed or attempted. Current Base 169 Functionality Maintain a multi-year schedule for Daylight Savings Time changes. Current Base 170 Functionality Have storage capacity for 45 days of 15-minute interval electric meter reads and events data for purposes of disaster recovery. Current Base 171 Functionality Provide the capability to create and maintain Time of Use schedules (at least 10) for the purpose of enabling and updating TOU schedules in electric meters. Current Base 172 Functionality TOU schedules must support at least 4 separate daily time bands, i.e.; (On Peak, Off Peak, Mid Peak, Shoulder Peaks) Current Base 173 Functionality TOU schedules must support at least Off Peak 24 Holidays. Current Base 174 Functionality Be capable of implementing over the air updates of TOU schedules to electric meters belonging to specific program groups. Current Base 175 Functionality Be capable of retrieving and storing TOU registers. Current Base 176 Functionality Be capable of exporting TOU register readings along with interval data and other register readings. Current Base 177 Functionality Provide a field tool and related software for diagnostic purposes and to provide the capabilities to download register and interval data from the meters/endpoints as well as update the meter programs and firmware. Current Base 178 Other Applications Be available with an optional Zigbee radio for Personal Area Network (PAN) or Home Area Network (HAN), for residential meters. Current Base 181 General Be supplied with a scannable bar code label affixed to the endpoint. Current Base 182 Functionality Support local data exchange of all AMI meter and communications data and logs. Current Base 12.a Packet Pg. 255 │ Page 69 of 133 ID Category Requirement Proposer Response 183 Functionality Provide security / authentication for local AMI meter data exchange to ensure that data exchanges can only be executed by authorized Utility users or users authorized by the Utility with designated field tools. Current Base 184 Functionality Synchronize internal clock time for all field communications components with a recognized external time source at least once per day. Current Base 185 Functionality Prevent Time Synchronization during an interval boundary. Current Base 186 Functionality Have storage capacity for 45 days of hourly interval water meter reads and events data for purposes of disaster recovery. Current Base 187 Functionality Have storage capacity for 45 days of hourly interval gas meter reads and events data for purposes of disaster recovery. Current Base 188 Functionality Keep time even if there is no communication with the AMI system. Current Base 189 Functionality Provide a field tool and related software for diagnostic purposes and to provide the capabilities to download register and interval data from the meters/endpoints as well as update the meter programs and firmware. Current Base 190 General Be compliant to the dimensions outlined in specifications. Current Base 191 General Be concrete-gray in color. Current Base 192 General Be a reinforced polymer material. Current Base 193 Functionality Be able to transmit hourly interval reads to an AMI endpoint. Current Base 194 Functionality Have Radio Frequency (RF)-Transparency. Current Base 195 Functionality Be resistant to chemicals commonly found in soil or in the operating environment, in accordance with ASTM D-543. Current Base 196 Functionality Be resistant to any climatic conditions, tested in accordance with ASTM-756, procedure E. Current Base 197 Functionality Withstand a vertical test load of at least 1.5-times the designed load rating, over a 10”x10”x1” thick steel plate centered on the cover area and backed with a 10”x10”x1/2” rubber plate, for all lids with a designed load rating of up to and including 15 kip; the test loading shall not cause any failure to the lid. Current Base 200 Functionality Not have expected performance inhibited by prolonged periods of sunlight exposure or UV radiation and will retain at least 75% of stress and deflection values as a control. Current Base 201 Functionality Not have expected performance inhibited by inundation of water and will retain at least 75% of stress and deflection values as a control. Current Base 202 Functionality Be non-flammable or exhibit a burning rate of no more than 8 mm per minute for every 3mm of thickness of the lid. Current Base 203 Functionality Deflect no more than 13 mm under the design load specified. Current Base 12.a Packet Pg. 256 │ Page 70 of 133 ID Category Requirement Proposer Response 204 Functionality Withstand a 70 ft-lb. impact without puncturing, splitting, or exhibiting mechanical failure of any kind. Current Base 205 Functionality Have a static coefficient of friction of no less than 0.50, as tested in accordance with ASTM 1028-06 Section 8 to mitigate slipping hazard. Current Base 206 Electric Provide the capability to perform an electric meter remote connect/disconnect. Current Base 207 Electric Provide the capability to perform an electric meter remote connect/disconnect to be initiated at a specified time. Current Base 208 Electric Provide the capability to perform an electric remote connect/disconnect for meters in batch mode. Current Base 209 Water Provide the capability to perform a water meter remote connect/disconnect. Current Base 211 Water Provide the capability to perform a water meter remote connect/disconnect for meters in batch mode. Current Base 212 Gas Provide the capability to perform a gas meter remote disconnect. Current Base 214 Gas Provide the capability to perform a gas meter remote disconnect for meters in batch mode. Current Base 215 Gas Provide the capability to automatically disconnect a gas meter during a major leak. Current Base 216 Functionality Provide meter disconnect switch state (i.e. closed, open) and last read after remote connect/disconnect command is executed. Current Base 217 Functionality Be able to retry on a configurable basis failed remote connect/ disconnect operations. Current Base 218 Functionality Identify and report failed remote connect/disconnect operations. Current Base 219 Functionality Support the ability to identify emergency and critical needs customers to prevent remote meter disconnect. Current Base 220 Systems Integration Allow for remote connect/disconnects to be initiated based on commands by an authorized application other than the AMI Head-end (e.g., OMS, MDMS, CIS) Current Base 2. SYSTEM ACCEPTANCE CRITERIA  The System Acceptance Testing Criteria herein will be used for CITY OF PALO ALTO to accept Planning, Alpha Proof of Concept, Beta Proof of Concept, and Full Deployment Phases, as outlined in Exhibit D. Successful completion for each these phases by Sensus will occur upon meeting the herein and obtaining the CITY OF PALO ALTO’s explicit written acceptance. Sensus is not authorized to proceed with a subsequent phase until the CITY OF PALO ALTO accepts the previous phase’s work or the CITY OF PALO ALTO authorizes Sensus in writing that they may proceed with a subsequent phase, prior to acceptance of the previous phase. 2.1 PLANNING (PROJECT INITIATION & DESIGN) For the avoidance of doubt, Planning System Acceptance shall be synonymous with the successful completion this phase. To be deemed Accepted, CITY OF PALO ALTO will have confirmed the completion and of responsibilities and approved of the quality of deliverables provided by Sensus under the Planning (Project Initiation & Design) phase in Exhibit D. 2.2 ALPHA PROOF OF CONCEPT 12.a Packet Pg. 257 │ Page 71 of 133 For the avoidance of doubt, Alpha Proof of Concept System Acceptance shall be synonymous with the successful completion this phase. To be deemed Accepted, the following criteria must be met by the responsible party:  Sensus configures RNI to AMI Requirements, as defined in Design documentation to be developed during the Planning phase  CITY OF PALO ALTO to verify all Alpha meters and Alpha endpoints are registered in the RNI  CITY OF PALO ALTO to verify meter and endpoint reads are accurately transmitting to RNI and displayed appropriately with the desired resolution  CITY OF PALO ALTO to verify that at least one round of billing reads from all Alpha meters and endpoints are populated in RNI, and the read rate meets contracted performance guarantee criterion per Exhibit F  CITY OF PALO ALTO to verify alerts/alarms are registering in RNI as designed.  CITY OF PALO ALTO to verify lifecycle status of Alpha test meters (i.e., new meter install, meter removal, meter in inventory, etc.)  Sensus has successfully integrated the RNI with the MDMS for all meter event data, reads, and initiation of remote commands  CITY OF PALO ALTO has access to a functional WOMS for use in Beta Phase: o CITY OF PALO ALTO to verify that WOMS and CIS integration has been completed for mass meter uploads  Including Inventory file loading, meter removal and meter installation functionality.  CITY OF PALO ALTO will have confirmed the completion of responsibilities and receipt of deliverables provided by Sensus under the Alpha Proof of Concept phase in Exhibit D 2.3 BETA PROOF OF CONCEPT For the avoidance of doubt, Beta Proof of Concept System Acceptance shall be synonymous with the successful completion this phase. To be deemed Accepted, the following criteria must be met by the responsible party:  CITY OF PALO ALTO to verify successful execution and passing of all required test scripts 1-12, outlined in this Exhibit. Testing can start as soon as mutually agreed between both parties, and as long as the minimum number of meters are met as maybe defined in a specific test script.  CITY OF PALO ALTO to verify that Sensus has completed all integration to upstream or 3rd party systems, including implementation, testing, and ensuring interfaces are operational  CITY OF PALO ALTO will have confirmed the completion of responsibilities and receipt of deliverables provided by Sensus under the Beta Proof of Concept phase in Exhibit D 2.4 FULL DEPLOYMENT For the avoidance of doubt, Full Deployment System Acceptance shall be synonymous with the successful completion of this phase. After Sensus has installed and commissioned at least 98.5% of the AMI electric meters, 98.5% of the AMI Water Modules, and 98.5% of the AMI Gas Modules, Sensus will confirm in writing that the installed population is ready for acceptance testing. CITY will in turn confirm in writing that Sensus can proceed with acceptance testing. To be deemed Accepted, the following criteria must be met by the responsible party:  Sensus to provide all completed installation work order data to CITY OF PALO ALTO’s CIS  CITY OF PALO ALTO to verify that billing reads from at least 98.5% of available meters and endpoints within a 72 hour period, striving to meet 100% in collaboration between parties, are populated in RNI and are provided within the MDMS, and that the read rate meets Sensus’ contracted performance guarantee criterion, per Exhibit F 12.a Packet Pg. 258 │ Page 72 of 133  CITY OF PALO ALTO will have confirmed the completion of responsibilities and receipt of deliverables provided by Sensus under all other phases in Exhibit D 3. TEST SCRIPTS  This list of acceptance tests is not exhaustive and will be augmented, pending design workshop(s) to be conducted between parties; tests identified in these workshop(s) and enumerated below will validate the functional requirements included in the requirements traceability matrix as part of the Acceptance Testing Phase. Tests identified outside of design workshop(s) can be added if mutually agreed upon by both parties.    12.a Packet Pg. 259 │ Page 73 of 133 GENERAL INFORMATION  Introduction  The intent of the AMI project for CITY is to provide an opportunity for the utility to utilize Sensus FlexNet network for  water, gas and power over the air meter information. The purpose of this document is to outline the process and  procedures to be used to Acceptance Test the Sensus FlexNet system    Acceptance testing will be conducted at the end of each project phase: Alpha Proof of Concept Phase, Beta Proof of  Concept Phase and Full Deployment Phase.    SENSUS FLEXNET SYSTEM TEST PLAN   Purpose  This document describes Sensus plan for testing CITY’s FlexNet AMI System to assure the deployed AMI network is  appropriately designed, is successfully installed and configured to receive data from FlexNet SmartPoint modules, and is  functioning as intended and in compliance with design requirement. This FlexNet System Test Plan describes the System  Acceptance Testing for the FlexNet System.  The schedule (timing) for the execution of these tests will be determined by  the AMI project team.     Alpha POC Testing will commence when a “to be determined” subset of the total meters and basestation installations  and the integration of the RNI to the MDMS has occurred.     Beta POC Testing will commence after an additional “to be determined” subset of the total meters and the remaining  basestation installations has occurred.    Full Deployment Testing will commence after the installation of at least 98.5% of the total meter population.     CITY OF PALO ALTO and Sensus will be responsible for general FlexNet System Test support as provided below:     Sensus General System Test Responsibilities   1. Sensus will test, validate and certify the system RF design and AMI network installation, including all necessary tests of  network equipment hardware, software and firmware to meet the project Service Level Agreement (SLA) specified in  the FlexNet agreement.  2. Sensus will configure and provide certifications that all FlexNet AMI Basestations are properly installed and  functioning according to Sensus specifications and the SAT criteria outlined in Systems Acceptance Testing section  below.     3. Upon Sensus validation of the FlexNet AMI network, Sensus shall provide the necessary resource (PM, AEM Technical  Support) services to assist CITY OF PALO ALTO with Systems Acceptance Testing (SAT) of the FlexNet AMI network.   4. Sensus shall be responsible for connecting and testing the backhaul communications (provided by Sensus or CITY OF  PALO ALTO) between the FlexNet AMI network Basestations and the Sensus RNI Head‐end data collection system.  CITY OF PALO ALTO General System Test Responsibilities   12.a Packet Pg. 260 │ Page 74 of 133 1. CITY OF PALO ALTO shall perform all necessary testing of, and be responsible for the Internet connection and client  computer hardware and software within the CITY OF PALO ALTO network used to access the FlexNet Regional  Network Interface (RNI).  2. Upon Sensus verification of the FlexNet AMI network, CITY OF PALO ALTO (with Sensus support) will perform their own  independent Systems Acceptance Testing (SAT) of the FlexNet AMI network.   3. Upon CITY OF PALO ALTO Systems Acceptance Testing (SAT) 100% success (or waiver of) specific test scripts, CITY OF  PALO ALTO will approve of Sensus Systems Acceptance Testing (SAT) completion below.     Systems Acceptance Test  During each project phase, the project team shall deploy the Test Equipment and shall deploy a mutually agreed number  of meters (“Test Meters”), all installed in mutually agreed locations within Customer’s Service Territory.   All Test Meters shall be Available Meters and shall be a subset of the total meter population such that the tests can be  completed within a reasonable time and with the allocated resources.   Within fifteen (15) days of the notice of phase prerequisites, the testing team shall begin the Acceptance Test on the  Test Meters. For purposes of clarity, the tests in this section shall only be conducted on Test Meters, and Test Meters  shall only include installed Available Meters. CITY and Sensus will work diligently in good faith to undertake reasonable  efforts  to  complete  the  Acceptance Test no later than forty‐five  (45)  days  after  commencement  of  testing.  The  Acceptance Test for each phase shall consist only of the following subtests:  Required Test Scripts – Necessary for moving to next phase of project.   EA‐1: Communication: Registration Test: (e/w/g)   EA‐2: On‐Demand Read ‐ Measurement (Remote Read Accuracy& Timing) (e/w/g)   EA‐3: Communication: 72 hr Register Read Success (e/w/g)   EA‐4: Interval Read Success test (e/w/g)   EA‐5: Events and Alarms (e/w/g)  • EA‐4a: Events and Alarms (e)  • EA‐4b: Events and Alarms (w)  • EA‐4c: Events and Alarms (g)   EA‐6: Lifecycle Status (e/w/g)    EA‐7: Last Gasp Performance (e)   EA‐8: Restoration Performance (e)    EA‐9: Operational Data Collection Accuracy (e/w/g)  • EA‐8a: Operational Data Collection Accuracy (e)  • EA‐8b: Water/Gas Meter Operational Data Collection Accuracy (w/g)   EA‐10: Disconnect (if applicable) (e)   EA‐11: Reconnect (if applicable) (e)   EA‐12: Net Metering: Daily Net Metering Read Success (e)     Optional Test Scripts – Not required for moving to next phase of project.   EA‐13: Add SE HAN devices to Meter and Add HA/3.0 Devices to GW – EVSE, HA devices, Wifi devices to GW –  Amazon Echo, WiFi Thermostats. Validate remove devices.    EA‐14: Integrate HAN with Smartenit Cloud services and Phone App with voice control    EA‐15: Validate DR Events and Energy Management Savings, Load control devices   EA‐16: Sonix IQ Remote Disconnect  12.a Packet Pg. 261 │ Page 75 of 133  EA‐17: Ally Remote Disconnect   EA‐18: Base station outage redundancy and reconfiguration test.    EA‐19: Mass meter reprogramming over the air   EA‐20: Firmware update for Base Stations    Upon satisfactory completion of each of the above tests, the AMI System will be deemed to have passed the Acceptance  Test.  Each test is described in detail below.  Sub‐Test Cases  Test Script EA‐1: Communication: Meter Registration   Test Performed On (AMI): Date:  Overview: This test will determine whether installed meters register in the RNI (HES) upon  installation and activation.   Function: All properly installed meters and endpoints will register themselves in the RNI within 24  hours of physical installation.   Goal in  Context:  This test will ensure that all meter types will register themselves in the RNI when properly  installed in the field.   Preconditions: Phased Meter Deployment must be complete, water and gas endpoints must be properly  programmed at installation.  Results for EA‐1  Post Condition Success: Post Condition Failure:  Installation reports confirm all electric, water and gas  meters are in the Head End System.   Installation reports confirm all electric, water and gas  meters are not registered in the Head End System.   Calculation of Success Criteria:  Using available Device Management reports within the RNI, validate that all meters installed in a previous 24 hr  installation period are registered in the Head End System .  Post Condition Result:    Test Script EA‐2 : On‐Demand Read ‐ Measurement (Remote Read Accuracy)  Test Performed On (AMI): Date:  Overview: This test will compare the time stamp at the meter with the time received in the RNI  software to confirm accuracy of time stamps being used during validation, and therefore  for billing purposes. This test will also confirm the programmed resolution is displayed  appropriately in the RNI & the round trip turn around time is within specs.  Function: The meter provides accurate time stamped reads that match the time data  acquired from  the meter LCD.  12.a Packet Pg. 262 │ Page 76 of 133 Goal in  Context:  The time on a manually read meter is compared to the time in a reading taken via an on‐ demand read and timed.  Preconditions:  The installation test meter(s) can be installed at a residence, commercial or lab setting.   The manual read and the on‐demand read must be obtained simultaneously.   Test endpoints for water and gas should be in MOM communication mode.  Results for EA‐2  Post Condition Success: Post Condition Failure:  The data acquired through a manual read of the LCD  register differs from the data presented by an on‐ demand read taken at the same time by equal or less  than +/‐0.1%. The programmed resolution in the RNI  matches what is read manually and in the CMEP file.  Also confirm that On Demand Read happens in less  than 180 seconds for water and gas, and 30 seconds  for electric.  The data acquired through a manual read of the LCD  register differs from the data presented by an on‐ demand read taken at the same time by greater than  +/‐0.1%.The programmed resolution does not match  between the RNI and the manual read and in the  CMEP file. Also confirm that On Demand Read  happens in less than 180 seconds for water and gas,  and 30 seconds for electric.  Calculation of Success Criteria:  The read shown on the LCD display will match the on‐demand read in the RNI  within .1% & round trip time for water and gas is less than 180 seconds and round trip time for electric is 30 seconds  or less.  Post Condition Result:      Test Script EA‐3: Communication: 72 hr Register Read Success  Test Performed On (AMI): Date:  Overview: This test will determine the success rate for register readings obtained from the AMI  System.  Function: At a minimum, the system must allow for 98.5% of register readings to be captured over a  72 hr period and exported in the daily export file as defined in EA‐1.  Goal in  Context:  This test will determine the success rate for register readings obtained from the AMI  System.  Preconditions: Phased Meter Deployment must be complete.  Results for EA‐3  Post Condition Success: Post Condition Failure:  Average Daily Register Read Success is equal to or  greater than 98.5%  Average Daily Register Read Success is less than  98.5%.  12.a Packet Pg. 263 │ Page 77 of 133 Calculation of Success Criteria:  Average Daily Register Read Success =(the summation of the Daily Register Read Success for each of the thirty 72  hour periods) / 30 days)  Able to read curb meters.   Daily Register Read Success = 100 x ((number of Available Registers read during a seventy two hour period +  Unavailable Registers that reported a power failure or tamper alarm in the seventy hour period)/ (Available Registers  population + Unavailable Registers that reported a power fail or tamper alarm in the seventy two hour period)).  “Available Registers” mean registers that satisfy the requirements for Available Meters.   “Unavailable Registers” mean registers that satisfy the requirements for Unavailable Meters.  Note: A register that has reported a power failure or tamper during the seventy‐two hour period shall be counted as  successfully read since the register has properly communicated and does not have a network hardware coverage issue.  Post Condition Result:    Test Script EA‐4: Communication: 72 Hour Interval Read Success  Test Performed On (AMI): Date:  Overview: This test will determine proper performance of the Flexnet system by examining the read  interval success (RIS) rate of a test population of electric, water and gas meters.  Function: At a minimum, the system must provide at least 98.5% average hourly Read Interval  Success (RIS) for at least 98.5% of Available Meters in the test within a 72‐hour billing  window.  Goal in  Context:  This test will confirm the expected performance of the FlexNet network overall, as well as  the performance of the individual FlexNet water, gas and electric modules and meters.  Preconditions: The FlexNet Base Stations must be installed and certified by Sensus, and the test population of  FlexNet modules must be deployed and must meet the criteria established by Sensus for  Available Meter.    Results for EA‐4  Post Condition Success: Post Condition Failure:  Average Read Interval Success is equal to or greater  than 98.5% for at least 98.5% of meters tested.  Average Read Interval Success is equal to or greater  than 98.5% for at least 98.5% of meters tested.  12.a Packet Pg. 264 │ Page 78 of 133 Calculation of Success Criteria:    Verification will be provided by examining the appropriate report in the FlexNet RNI for each meter in the test. The number of meters providing greater than 98.5% average of Read Intervals will be divided by the number of all meters in the test. This resulting value will be multiplied by 100 to determine the percentage of test meters that meet or exceed the Read Interval Success Criteria.    Post Condition Result:        Test Script EA‐5a: Events and Alarms ‐ Electric  Test Performed On (AMI):  Date:  Overview: Ensure event and alarms are collected and stored by the RNI, & those alarms can reset and  flagged as ‘inactive’ in the RNI.   Function: Purpose is to confirm that the Regional Network Interface (RNI) database is receiving and storing  meter data, and also by confirming that the CMEP reports are being generated with data in the  appropriate directory within the Sensus Data Center to deliver alarms in a desired fashion.  Precondition: •Verify up to six meters (that adhere to the definition of available meters) are energized by  performing an on‐demand read.   • Remove up to two meters for at least one hundred and twenty (120) seconds (exceeding the  tamper threshold and the outage thresholds) then return meters to their sockets. Verify that  tamper events (with date and time stamp) and outage events (with date and time stamp) are  returned to the RNI upon occurrence. (Electric)    Results for EA‐5: Events and Alarms  Post Condition Success:  Post Condition Failure:  This test passes as soon as the test methodology is  performed and validated for up to six selected meters in  the test area that the above alarms were received &  those alarms can reset and flagged as ‘inactive’ in history  of the device in the RNI.    Verification will be provided by examining the appropriate reports in the FlexNet Regional Network Interface (RNI) to  confirm that the Regional Network Interface (RNI) database is receiving and storing meter data, and also by  confirming that the CMEP reports are being generated with data in the appropriate directory within the Sensus Data  Center.       Test Script EA‐5b: Events and Alarms ‐ Water  12.a Packet Pg. 265 │ Page 79 of 133 Test Performed On (AMI):  Date:  Overview: Ensure event and alarms are collected and stored by the RNI, & those alarms can reset and  flagged as ‘inactive’ in the RNI.  Function: Purpose is to confirm that the Regional Network Interface (RNI) database is receiving and storing  meter data, and also by confirming that the CMEP reports are being generated with data in the  appropriate directory within the Sensus Data Center to deliver alarms in a desired fashion.  Precondition: • Water SmartPoint alarms shall be tested, including Meter Read Failure, Battery Life, Reverse  Flow, Leak and High Flow. Test shall confirm that water SmartPoint alarms are received and  displayed in the RNI. (Water)  • Available, iPerl or Ally smart water meter alarms shall be tested, including leak, reverse flow,  and empty pipe alarms. Test shall confirm that iPerl or Ally smart water meter alarms are  received and displayed in the RNI. (Water)      Results for EA‐5: Events and Alarms  Post Condition Success:  Post Condition Failure:  This test passes as soon as the test methodology is  performed and validated for up to six selected meters in  the test area that the above alarms were received &  those alarms can reset and flagged as ‘inactive’ in history  of the device in the RNI.    Verification will be provided by examining the appropriate reports in the FlexNet Regional Network Interface (RNI) to  confirm that the Regional Network Interface (RNI) database is receiving and storing meter data, and also by  confirming that the CMEP reports are being generated with data in the appropriate directory within the Sensus Data  Center.       Test Script EA‐5c: Events and Alarms ‐ Gas  Test Performed On (AMI):  Date:  Overview: Ensure event and alarms are collected and stored by the RNI, & those alarms can reset and  flagged as ‘inactive’ in the RNI.  Function: Purpose is to confirm that the Regional Network Interface (RNI) database is receiving and storing  meter data, and also by confirming that the CMEP reports are being generated with data in the  appropriate directory within the Sensus Data Center to deliver alarms in a desired fashion.  Precondition: • Available Gas alarms shall be tested, including Tilt, magnetic tamper, and reverse flow alarms.  Test shall confirm that gas meter alarms are received and displayed in the RNI. (Gas)  12.a Packet Pg. 266 │ Page 80 of 133 Results for EA‐5 Events and Alarms  Post Condition Success:  Post Condition Failure:  This test passes as soon as the test methodology is  performed and validated for up to six selected meters in  the test area  that the above alarms were received &  those alarms can reset and flagged as ‘inactive’ in history  of the device in the RNI.    Verification will be provided by examining the appropriate reports in the FlexNet Regional Network Interface (RNI) to  confirm that the Regional Network Interface (RNI) database is receiving and storing meter data, and also by  confirming that the CMEP reports are being generated with data in the appropriate directory within the Sensus Data  Center.         Test Script EA‐6: Lifecycle Status  Test Performed On (AMI): Date:  Overview: This test will determine if the Lifecycle integration to the RNI from CIS has been properly  configured and working when a state change is sent to the RNI.    Function: The RNI will categorize meters are in Inventory, Installed, tested and retired in the system.  Active meters can be removed from the RNI when told by CIS.    Goal in  Context:  This test will determine the ability to systematically maintain the RNI and keep it in sync  with CIS and the MDM.   Preconditions: Phased Meter Deployment must be complete.  The Lifecycle integration must be developed and deployed.   Results for EA‐6  Post Condition Success: Post Condition Failure:  Lifecycle State changes are accurately reflected in the  RNI.  Lifecycle State changes are not reflected properly in  the RNI.   Calculation of Success Criteria:  N/A  Post Condition Result:        Test Script EA‐7: Last Gasp Performance   Test Performed On (AMI): Date:  12.a Packet Pg. 267 │ Page 81 of 133 Overview: This test will determine the communication success rate of last gasp messages within the  network and the latency of these messages being sent to the RNI. This test will be performed  by evaluating planned outages throughout the Customer service territory of different  severities. Alternatively, the test can be completed in a meter shop or test/sandbox  environment due to the sensitive nature of planned outages.  Function: The RNI should be able to identify power failure at the electricity endpoints.  Goal in Context: This test will determine the success rate for ”last gasp” messages obtained under a single  FlexNet Base Station with a maximum of 20 meters experiencing the same event.  The below listed success rate is based on a 300 second latency after a programmable delay of  120 seconds (or selected OTT available in increments of 8 seconds) to filter out momentary  outages:    Number of Available Meters affected by Power  Failures (“Outage Event”) Under a Single FlexNet    Base Station   Expected Success Rate      90%    Test Side by Side with Selected OMS Solution  Preconditions:  Electricity Deployment must be complete or the test can be completed in a meter shop  or test/sandbox environment.   The Electricity Test Meters must be configured to transmit alarm messages in the priority  channel only. No other devices shall be utilizing this channel or communications    If the test is run using one to 20 meters, the test will be run 5 times.  Results for EA‐7  Post Condition Success: Post Condition Failure:  Average Outage Event Detection is equal or  greater than: 90% if 1‐20 meters experience an  Outage Event  Average Outage Event Detection is less  than: 90% if 1‐20 meters experience an  Outage Event  Calculation of Success Criteria:    Average Outage Event Detection = ((the summation of the Outage Event Detection for each time the test is run) /  (number of times the test is run))  Outage Event Detection = ((number of Confirmed Outage Meters that report an outage event to the RNI within  420 seconds after the occurrence of an outage event) / (total number of Confirmed Outage Meters)).  “Confirmed Outage Meters” means Electricity Test Meters that have been proven by the Customer to have  experienced a power failure during the testing period.  Post Condition Result:        12.a Packet Pg. 268 │ Page 82 of 133   Test Script EA‐8: Restoration Performance  Test Performed On (AMI): Date:  Overview:  This test will determine the communication success rate of restoration events within the  network.  This  test  will  measure  the  restoration  performance  of meters  that  previously  experienced an outage event. This test will be performed by evaluating planned restoration  events throughout the Customer service territory.  Alternatively, the test can be completed in a meter shop or test/sandbox environment due  to the sensitive nature of planned outages.  Function: This system should be able to identify restoration events to the RNI.  Goal in Context:  This test will determine the success rate for power restoration messages obtained under a  single FlexNet Base Station with a maximum of 20 meters.  The below listed success rate is based on a 300 second latency after a programmable delay of  120 (or selected OTT available in increments of 8 seconds) seconds to filter out momentary  restorations: Number of meters that experience a  power restoration (“Restoration Event”)  under a single FlexNet Base Station      Expected Success Rate  90%  Preconditions:  Electricity Deployment must be complete or the test can be completed in a meter shop  or test/sandbox environment.   The Electricity Test Meters must be configured to transmit alarm messages in the priority  channel only. No other devices shall be utilizing this channel or communications (including,  without limitation, no boost mode communication for water or gas SmartPoint Modules).   If the test is run using one to twenty meters, the test will be run 5 times.  Results for EA‐8: Restoration Performance  Post Condition Success: Post Condition Failure:  Average Outage Event Restoration is equal or  greater than: 90% if 1‐20 meters experience a  Restoration Event  Average Outage Event Restoration is less than:  90% if 1‐20 meters experience a Restoration  Event   Calculation of Success Criteria:    Average Outage Event Restoration = ((the summation of the Outage Event Restoration for each time the test is  run) / (number of times the test is run))  Outage Event Restoration = 100 x ((number of Confirmed Power Restoration Meters that report power  restoration to the RNI within 420 seconds) / (total number of Confirmed Power Restoration Meters)).  “Confirmed Power Restoration Meters” means Electricity Test Meters that have been proven by the Customer to  have their power restored during the testing period.  12.a Packet Pg. 269 │ Page 83 of 133   Test Script EA‐9a: Operational Data Collection Accuracy ‐ Electric  Test Performed On (AMI): Date:  Overview: This test serves to document the ability of the network to collect accurate operational data from  AMI electricity meters.  Function: The AMI network should collect operational data from Available AMI electricity meters on a  regular basis. This information should be accurate and collected on a regular basis to assist  the Customer in managing various aspects of their distribution network.  Goal in  Context:  Test the ability of the AMI network to collect accurate voltage information, voltage  alarms, and tamper alarms from AMI electricity meters  Preconditions:  The installation of Four (4) AMI electricity meters (“Operational Test Meter”)  configured with required alarms enabled at residence or in lab setting.   Customer will apply voltage to the meter of 110%, 100% and 90% of standard  operating voltages.   Customer will induce an excursion event that exceeds the configured voltage alarm  setting (“Voltage Test”)   Customer will induce a tamper event (meter removal from socket)  Results for EA‐9a  Post Condition Success: Post Condition Failure:   Instantaneous voltage readings are equal or less  than +/‐5% of actual field measurement (using  calibrated equipment)   Voltage Alarm received by the Operational Test  Meter during the Voltage Test   Tamper Alarm received by AMI system during  induced tamper event     Instantaneous voltage readings are greater than  +/‐5% of actual field measurement (using  calibrated equipment)   Voltage Alarm not received by the Operational  Test Meter during the Voltage Test   Tamper Alarm not received by AMI system  during induced tamper event    Calculation of Success Criteria:  Not Applicable.  Post Condition Result:    Post Condition Result:  12.a Packet Pg. 270 │ Page 84 of 133 Test Script EA‐9b: Water/Gas Operational Data Collection Accuracy – Water & Gas  Test Performed On (AMI):  Date:  Overview: This test serves to document the ability of the network to collect accurate operational data from  AMI battery‐powered modules. The AMI network should collect operational data from available  AMI Water and Gas modules on a regular basis to assist customer in managing various aspects of  their distribution network  Function: Purpose is to confirm that the Regional Network Interface (RNI) database is receiving and storing  meter data, and also by confirming that the CMEP reports are being generated with data in the  appropriate directory within the Sensus Data Center to deliver alarms in a desired fashion.      Precondition: • The installation of twenty (20) AMI Water and Gas meters (“Operational Test Meters”) at  residence or in lab setting.  • This test should be started and completed within thirty (30) days after the Water Deployment  is complete.  Results for EA‐9b: Water/Gas Operational Data Collection Accuracy  Post Condition Success:  Post Condition Failure:  ‐Meter Reads are stored within the RNI for the test  period.  ‐Meter Reads are populated on CMEP reports for  distribution.  ‐ Meter reads are not available in the RNI during the test  period.  ‐ Meter Reads are not populated on CMEP reports.        Test Script EA‐10‐ Disconnect (if applicable)  Test Performed On (AMI): Date:  Overview: The Disconnect test is used to determine if Sensus’ disconnect meters operate as designed.  This test shall be performed on ten (10) meters that have disconnects that are Available  Meters.  Function: The AMI system can disconnect meters remotely.  Goal in  Context:  Customer shall request a disconnect operation from each Disconnect Meter at times mutually  agreed by the Parties. The remote Disconnect Meters shall return the position status (open or  closed) in addition to actually operating the switch.  12.a Packet Pg. 271 │ Page 85 of 133 Preconditions:  The installation of ten AMI electricity meters at residence or in lab setting  (“Disconnect Meters”).   This test is applicable only if the Customer has ordered meters with  disconnect/reconnect switches. Switch will only close without meter level  intervention if unconditional reconnect is issued.   Execute a remote disconnect command for the ten Disconnect Meters via the  RNI/FlexWare Software. Validate that disconnect switch has opened and that load side is  de‐energized. Validate that each Disconnect Meter indicates that the disconnect switch is  in the open state. Validate that a message is sent to the RNI indicating successful  execution of the remote disconnect for each Disconnect Meter.   Validate that the RNI/FlexWare Software has incremented the switch cycle count by one  through this test cycle for nine (or more) Disconnect Meters.   Customer confirms that the power is off at nine (or more) Disconnect Meters (in the  field or on the bench)  Results for EA‐10  Post Condition Success: Post Condition Failure:  The RNI/FlexWare Software has incremented the  switch cycle count by one for nine (or more)  Disconnect Meters, and it is confirmed that the power  is off at nine (or more) Disconnect Meters.  The post‐condition success criteria are not  satisfied.  Calculation of Success Criteria:  Not Applicable.  Post Condition Result:      Test Script EA‐11: Reconnect (if applicable)  Test Performed On (AMI): Date:  Overview: The Reconnect test is used to determine if Sensus’ disconnect meters operate as designed.  This test shall be performed on the same ten (10) Disconnect Meters defined in the above  Disconnect test. For purposes of this test, they shall be referred to as “Reconnect Meters”.  Function: The AMI system can reconnect meters remotely.  Goal in  Context:  Customer shall request a reconnect operation to each Reconnect Meter at times mutually  agreed by the Parties. The remote Reconnect Meters shall return the position status (open or  closed) in addition to actually operating the switch.  12.a Packet Pg. 272 │ Page 86 of 133 Preconditions:  The installation of Disconnect Meters and completion of the above Disconnect test.   This test is applicable only if the Customer has ordered meters with  disconnect/reconnect switches. Switch will only close without meter level  intervention if unconditional reconnect is issued.   Prior to commencing the test, Customer shall confirm that no load is applied on the  meter while is a disconnected state.   Execute a remote reconnect command for up to Ten (10) meters via the RNI/FlexWare  Software. Validate that the disconnect switch has closed and that the load side is  reenergized. Validate that each Reconnect Meter indicates that the disconnect switch is in  the closed state. Validate that a message is sent to the RNI indicating successful execution  of the remote reconnect for each Reconnect Meter.   Validate that the RNI/FlexWare Software has incremented the switch cycle count by  one through this test cycle for nine (or more) Reconnect Meters.   Customer confirms that the power is on at nine (or more) Reconnect Meters (in the field  or on the bench)   If requested by Customer, this test can be run a second time with the load sensing  feature of the meter enabled and load applied while the meter is in a disconnected state.  During this test, success is achieved if the reconnect request does not reconnect the  thilldi li dResults for EA‐11  Post Condition Success: Post Condition Failure:  The RNI/FlexWare Software has incremented the  switch cycle count by one for nine (or more)  Reconnect Meters, and it is confirmed that the power  is on at nine (or more) Reconnect Meters.  The post‐condition success criteria are not  satisfied.  Calculation of Success Criteria:  Not Applicable.  Post Condition Result:          Test Script EA‐12: Net Metering: Daily Net Metering Read Success  Test Performed On (AMI): Date:  Overview: This test will determine the success rate for register readings obtained from the AMI  System for net metering.  Function: At a minimum, the system must allow for 98.5% of interval forward and reverse reads to  be captured over a twenty‐four (24) hour period.  Also, register reads will be captured  98.5% over 30 days.  Goal in  Context:  This test will determine the success rate for register readings obtained from the AMI  System for net metering.  12.a Packet Pg. 273 │ Page 87 of 133 Preconditions: Electricity Deployment of a meter programmed for net metering must be complete.  Results for EA‐12  Post Condition Success: Post Condition Failure:  Average Daily Interval and Register Read Success is  equal to or greater than 98.5% for Net Metering  Forward and Reverse Reads.  Average Daily Interval and Register Read Success is  less than 98.5% for Net Metering Forward and  Reverse Reads.  Calculation of Success Criteria:  Average Daily Interval Read Success = ((the summation of the Daily Interval Read Success for each of the  interval reads over the last 3 day periods) / number of intervals over the last 3 days)  Average Daily Register Read Success = ((the summation of the Daily Register Read Success for each of the thirty  24 hour periods) / 30 days)  Daily Register Read Success = 100 x ((number of Available Registers read during a twenty four hour period +  Unavailable Registers that reported a power failure or tamper alarm in the twenty four hour period)/ (Available  Registers population + Unavailable Registers that reported a power fail or tamper alarm in the twenty four hour  period)).  “Available Registers” mean registers that satisfy the requirements for Available Meters.   “Unavailable Registers” mean registers that satisfy the requirements for Unavailable Meters.  Note: A register that has reported a power failure or tamper during the twenty‐four‐hour period shall be counted  as successfully read since the register has properly communicated and does not have a network hardware  coverage issue.  Post Condition Result:      Optional Test Scripts – These test scripts 13‐20 are not required to move to the next stage of the project, this is optional  functionality that Sensus will work with CITY to support testing. CITY will be responsible for purchasing or acquiring all 3rd  party equipment associated with these tests.     Test Script EA‐13: Add Smart Energy (SE) Home Area Network (HAN) devices to Meter – In Home Display (IHD),  Load Control (LC), Gateway (GW), Level 2 Electric Vehicle Station Equipment (EVSE).  Validate can remove devices.  Test Performed On (AMI): Date:  Overview: This test will validate that Zigbee Smart Energy (SE) devices can be added to meter  successfully and devices can be removed from meter. Must use a Zigbee qualified device,  and qualified devices listed in RNI Database HANDeviceType table.  12.a Packet Pg. 274 │ Page 88 of 133 Function:  Validate SE devices in RNI Database HANDeviceType Table, if not add qualified  device   Validate import of HAN Devices into HAN inventory    Validate SE Zigbee Devices join meter and show joined in RNI DM   Validate can remove joined devices from meter in RNI DM  Goal in  Context:   HAN Devices import successful in RNI DM System Intelligence   Imported HAN devices show up in RNI DM Dashboard    HAN Devices show as joined in RNI DM under meter ‘About this Device’ screen  under HAN Devices   When removed device in Meter ‘About this Device’ screen under HAN select X next  to HAN device will be removed and no longer displayed under meter ‘About this  Device’ screen under HAN Devices  Preconditions: ‐ Deployment of a Zigbee meter programmed for 7 TOU pricing and metering tiers, Sensus  engineering to provide DT96 (Device Type) meter configuration files to test 7 Tier and 8 switch  points per day to manage two duck curve peaks   Results for EA‐13  Post Condition Success: Post Condition Failure:   Added HAN devices show up in RNI DM  Dashboard   Removed HAN devices show up in RNI DM  Dashboard   Added HAN devices show up in RNI DM  System Intelligence logs   Removed HAN Devices show up in RNI DM  System Intelligence logs   HAN Devices joined to meters show up in  meter ‘about this device’ screen   HAN Devices do not show up in dashboard  when imported   HAN Devices do not show joined in RNI DM  when commissioned to meter    HAN Devices do not show removed in RNI  DM when removed.  Calculation of Success Criteria:  Can join and remove up to 20 SE HAN devices to Zigbee enable DT96 meters and can properly remove HAN  devices. Verify the RNI DM Dashboard show imported HAN devices in inventory and “joined” in the HAN section  in Meter about this device screen.  Post Condition Result:        Test Script EA‐14: Validate DR Events and Energy Management Savings  Test Performed On (AMI): Date:  12.a Packet Pg. 275 │ Page 89 of 133 Overview:  Send DR event from RNI DM to meter HAN devices for each device class, UEG,  and DR event group   Send DR events to location where smart meter with Zigbee not deployed using  FlexNet LCM device – supports direct LC to base stations – such as an irrigation  application   Function:  Validate DR events 10 minutes to 24 hours, with different duty cycles (0 to 99)  that don’t exceed minimum ON/OFF times (10 minutes) to protect DR load  equipment   Validate emergency DR events to prevent brown out or Black out (no start  randomization and duration randomization to slowly add load back to grid to  prevent transients) sent 10 minutes prior to start time received by 95% of  devices   Validate single and re‐occurring standard DR events with start randomization  and all DR events on equal length for all DR subscribers – stop randomization  follows start randomization to meet PUC requirements equal length events for  all consumers Goal in  Context:   95% DR success rate on DR events from meter to SE DR devices by analyzing DR  logs in AMI/DM System Intelligence logs    DR Pass though Smartenit GW to 3.0/HA devices   Preconditions:  Deployment of RNI, AMI. Electric Meters with Zigbee and HAN devices joined with  meters   Customer required to purchase Sensus qualified HAN LCs, gateway, and EVSE from  Smartenit    RNI release deployed must me 4.8.1 or later to support Smartenit qualified devices   Customer required to purchase FlexNet LCM devices and joined to RNI DM  Results for EA‐14  Post Condition Success: Post Condition Failure:   Confirm RNI Device Manager (DM) shows  event in “scheduled events” tab in the DM.   Confirm RNI Device Manager System  Intelligence “Event History” tab shows  Initiated Events Complete Status shows 95%  or better DR success    DR event complete and devices go back to  normal operation mode.   In Meter ‘about this device’ screen Scheduled  DR events show up at the bottom of the  screen     RNI device manager does not show event in  System Intelligence “Event History” tab in the  DM.   RNI device manager does not show event in  “scheduled events” tab in the DM.   DR events do not occur correctly per DR  events ‐ correct device class, duration,  randomization, etc.   DR events do not occur equal to or greater  than 95% of the time   In Meter ‘about this device’ screen Scheduled  DR events do not show up at the bottom of  the screen  12.a Packet Pg. 276 │ Page 90 of 133 Calculation of Success Criteria:   DR Events occur on correct devices based on devices class, UEG, and device group for correct  duration 95 or greater percent of the time  Post Condition Result:    Test Script EA‐15: Validate 7 TOU Pricing and Metering to control price driven EV charging and display on HAN  Test Performed On (AMI): Date:  Overview:  Demonstrate and Display 7 TOU pricing and metering on HAN In Home Display    Setup meter to support 7 TOU Pricing and metering tiers per day to maximize  successful controlling of duck curves two peak per day.    Setup level 2 28A home EV charging to validate grid load and efficiency by using  meter TOU pricing to control charging.  Function:  Demonstrate and Display TOU tiers in the RNI and have them match the IHD   Demonstrate EV charging can be communicated when prices are least expensive  Goal in  Context:   Shift load to off peak times to eliminate over voltage when excess energy  production is available – wind and solar peak at Home using TOU pricing   Maximize revenue of grid/ AMI solution by managing load using TOU pricing  Preconditions:  Deployment of RNI, AMI. Electric Meters with Zigbee and HAN devices joined with  meters   Customer required to purchase Sensus qualified HAN LCs, gateway, EVSE from  Smartenit and In Home Display from Rainforest Automation   RNI release deployed must me 4.8.1 or later to support Smartenit qualified devices  Results for EA‐15  Post Condition Success: Post Condition Failure:  Demonstrate in home display price tiers match the  price tiers displayed in the RNI  If in‐home display price tiers don’t match the price  tiers on the meters  Calculation of Success Criteria:   HAN IHD correctly displays 7 tier TOU pricing   Shift load to over production periods to address overvoltage    Shift load to off peak times to reduce peak     12.a Packet Pg. 277 │ Page 91 of 133 Post Condition Result:        Test Script EA‐16: Sonix IQ Remote Disconnect  Test Performed On (AMI): Date:  Overview: This test serves to document the ability of the System to initiate a remote disconnection of  a single meter  Function: The System must allow for a utility user to login to the System (RNI or SA) and issue a  command to close the valve on a field installed valve equipped Sonix IQ meter  Goal in  Context:  Test the ability of the System to facilitate a remote disconnect, as well as measure  temperature and pressure.  Preconditions: Remote Sonix IQ meter with valve state open  Results for EA‐6  Post Condition Success: Post Condition Failure:  Remote valve closes and System returns accurate status  completed to the operator. In addition, the RNI will display  pressure and temperature.    Success criteria not met Calculation of Success Criteria:  N/A  Post Condition Result:    Test Script EA‐17: Ally Remote Disconnect  Test Performed On (AMI): Date:  Overview: This test serves to document the ability of the System to initiate a remote disconnection of  a single meter  Function: The System must allow for a utility user to login to the System (RNI) and issue a command  to close the valve on a field installed valve equipped Ally meter  Goal in  Context:  Test the ability of the System to facilitate a remote disconnect, trickle flow, as well as  measure temperature and pressure.  12.a Packet Pg. 278 │ Page 92 of 133 Preconditions: Remote Ally meter with valve state open  Results for EA‐17  Post Condition Success: Post Condition Failure:  Remote valve closes and System returns accurate status  completed to the operator (disconnect or trickle flow) In  addition, the RNI will display pressure and temperature.    Success criteria not met Calculation of Success Criteria:  N/A  Post Condition Result:      Test Script EA‐18 : Base Station Redundancy Test Script  Test Performed On (AMI): Date:  Overview: This test will determine the inbound route redundancy of the AMI Network.  Function: The AMI network should have more than one inbound route for the majority of meters  within the network. This test will validate the inbound routes of a selected group of  meters.  Goal in  Context:  Turn off the Backhaul to a single M400 site, reads and messages should still be heard by the  RNI for at least 95% of the meters, reading to an alternate Base Station.  Preconditions:  All base stations have been installed and certified.    Beta test meter installations are completed and have been installed for at least 30 days to  establish routes and performance metrics.   Results for EA‐18  Post Condition Success: Post Condition Failure:  At least 95% of tested meters will display successful  communication through 2 or more base stations,  following backhaul being disconnected.  At least 95% of tested meters will display successful  communication through 2 or more base stations,  following backhaul being disconnected.  12.a Packet Pg. 279 │ Page 93 of 133 Calculation of Success Criteria: 100 meters will be selected at random, these meters will be evaluated in the  Network Metrics Application in the RNI. At least 95% of those meters will display successful communication through  2 or more base stations following the backhaul being disconnected.  Post Condition Result:   Test Script EA‐19 : Mass Meter re‐programming Over the Air (Electric)  Test Performed On (AMI): Date:  Overview: This test will prove out the ability to change meter programming attributes Over the Air.  (OTA)  Function: The Head End System will have the ability to change programmed attributes of endpoints,  and meters with over‐the‐air commands, reducing the need to roll a truck to a premise to  make changes.   Goal in  Context:  This test will show that a group of meters can be reprogrammed over the air.    Preconditions:  All base stations have been installed and certified.    Beta test meter installations are completed.      Results for EA‐19  Post Condition Success: Post Condition Failure:  Test meters will be grouped and a programming  change will be scheduled within the RNI (HES). After  3 attempts, >98.5% of meters in the group will have  accepted and reported back the change.     Test meters will be grouped and a programming  change will be scheduled within the RNI (HES). After  3 attempts, <98.5% of meters in the group will have  accepted and reported back the change.     Calculation of Success Criteria:  RNI System Intelligence reports will show meters that have succeeded and failed  reprogramming efforts.     Post Condition Result:  12.a Packet Pg. 280 │ Page 94 of 133 Test Script EA‐20 : Firmware Update for Base Stations  Test Performed On (AMI): Date:  Overview: This test will validate the ability to update firmware on a FlexNet Base station.  Function: A SaaS AMI Network will allow Sensus remote access to all certified Base stations. This test  will show that a base station can be upgrades remotely without the need of a site visit or  involvement from the utility‐owner.   Goal in  Context:  Scheduled firmware upgrades for security, performance or functionality can be performed  to maintain the AMI network.   Preconditions:  At least one base station has been installed and certified.    A newer firmware version is available for use.     Results for EA‐20  Post Condition Success: Post Condition Failure:  For a test base station, the previous firmware version  has been successfully upgraded remotely by Sensus.     For a test base station, the previous firmware version  is unable to be successfully upgraded remotely by  Sensus.  Post Condition Result:    (i) Completion of Acceptance Test    Each of the above tests shall be successfully completed or waived for the Acceptance Test to be satisfied. Upon successful  completion of each of the above described tests, or waiver thereof, Customer shall promptly issue written notice to  Sensus. Such notice shall state that Sensus has successfully completed the Acceptance Test and the notice shall state the  date on which the Acceptance Test was completed.  If the tests are successfully passed, but such notice is not provided to Sensus within five business days after proof of  successful completion is presented to CITY, then the Acceptance Test shall be deemed successfully completed.  If Sensus does not successfully complete any one of the above tests, Customer shall promptly (within five business days)  issue written notice to Sensus, describing the reason for Sensus’ failure. Sensus shall have a reasonable time to cure such  defects. Sensus shall provide notice to Customer when the defects are cured and the Parties shall re‐perform the failed  tests.  12.a Packet Pg. 281 │ Page 95 of 133 Exhibit F-1/FlexNet System Performance Warranty 1. Agreement Terms. Sensus warrants the performance of the FlexNet System to the Customer as set forth below. This warranty and all products and services sold or otherwise provided by Sensus directly to the Customer are pursuant to the terms of the Agreement. 2. Performance Warranty. The Performance Warranty is as follows: A. Warranty. Sensus warrants to Customer that the FlexNet System deployed for a particular Customer meets the performance test standards set forth below in section 3 (“Performance Test Standards”) from the Effective Date until the Warranty End Date. If the Customer’s FlexNet System does not meet such Performance Test Standards, then as Sensus’ sole obligation and Customer’s sole remedy, Sensus shall take steps that Sensus deems necessary, in Sensus’ sole discretion, to cause the FlexNet System to satisfy the Performance Test Standards. Such steps may include Sensus’ delivery to the Customer (without charge to the Customer) the hardware for additional RF Field Equipment, provided that all RF Field Equipment shall be located and installed as directed by Sensus. Customer shall have title to all equipment provided pursuant to this subsection (A). Notwithstanding anything to the contrary, Customer shall pay for any Recurrent RF Field Equipment Fees and any Ongoing Fees for all equipment provided pursuant to this subsection (A). B. Limitations. The Performance Warranty shall only apply; (i) to the Meter Data; (ii) from the Effective Date until the Warranty End Date; (iii) if Sensus has completed a propagation study for the applicable Customer based on the Performance Test Standards, such propagation study has been approved in writing (including without limitation, by email) by Sensus, and such propagation study has been agreed to in writing (including without limitation, by email) by the Customer (“Certified Propagation Study”) (for clarity, the Certified Propagation Study consists of all documents of the propagation study, including without limitation, the server map and the document describing the Required RF Field Equipment locations and antennae details); (iv) if the Customer is not in breach of the Spectrum Lease terms of this Agreement;(v) if all the Required RF Field Equipment identified in the Certified Propagation Study is installed; (vi) if the Required RF Field Equipment is installed as described in the Certified Propagation Study, including without limitation, in the locations and at the heights identified in the Certified Propagation Study; and (vii) the Required RF Field Equipment is operating and has been maintained to Sensus’ specifications (collectively, the “Requirements”). If any Requirement is not satisfied, then: the Performance Warranty is void; Sensus has no obligation to remedy the FlexNet System performance; Sensus has no obligation to provide RF Field Equipment hardware at no cost; and Customer is responsible for purchasing such RF Field Equipment, even if it is necessary to meet the specifications set forth in the Performance Test Standards. Furthermore, if new and/or different RF Field Equipment locations are required as a result of not meeting any Requirements, Customer agrees to: pay Sensus for the completion of any additional propagation studies; pay Sensus for the additional RF Field Equipment hardware; perform the necessary site preparation; and pay for any Recurrent RF Field Equipment Fees and any Ongoing Fees for all equipment purchased pursuant to this subsection (B). Any equipment required pursuant to this subsection (B) is added to the definition of Required RF Field Equipment. 3. Performance Test Standards. i. Generally. (a) The parties shall mutually agree on specific reading routes (each a Route). Each Route will be separately tested with the intent to provide incremental acceptance of distinctly defined geographical areas and populations of meters. Each Route shall contain a statistical sample of Test Units (“Route Units”). Route Units only include the Test Units installed in the applicable Route. For Customers with any combination of water, gas, and electricity Endpoints, the water Endpoints, gas Endpoints, and electricity Endpoints will each be tested separately according to the procedure below. For clarity, a single Route will not have a combination of water, gas, and electricity meters, but it will consist of only water, gas, or electricity Test Units. (b) Before beginning the Performance Test Standards, all Route Units must be installed. Customer shall send written notice to Sensus once the Test Equipment and all Route Units are installed (“Route Deployment”). Such notice shall indicate the date on which the Route Deployment was completed (“Route Deployment Date”). (c) Within thirty (30) days after the Route Deployment Date, the parties shall begin the Performance Test Standards on the Route. Customer, Customer, and Sensus shall work in good faith to complete the Performance Test Standards no later than thirty (30) days after commencement of testing. ii. Route Read Success Test. (a) The Route Read Success Test will measure the percentage of Route Units that deliver valid billable meter reads during the Billing Window. The Route Read Success Test only measures reads sent from the Route Units; it does not include on demand reads. The commencement date of the Billing Window shall be agreed by Customer and Sensus. Route Read Success = 100 x (# of Route Units that deliver a valid billable meter read during the Billing Window) (total # of Route Units in the applicable Route) (b) If Route Read Success is equal or greater than the Success Percentage during one Billing Window, the Performance Test Standards for that Route has passed. Customer shall promptly issue written notice to Sensus that either (a) Sensus has not successfully completed the Performance Test Standards for the applicable Route; or (b) Sensus has successfully completed the Performance Test Standards for the applicable Route and such notice shall specify the applicable Route and shall state the date on which the Route Read Success Test was successfully completed. If Customer does not issue such notice within five days of completion of the test, then the test is automatically deemed successfully passed. Sensus has no obligation to continue optimizing the system and meeting performance specifications upon successful completion of the Performance Test Standards for each Route. This process shall continue until all Routes have successfully completed the Performance Test Standards. If Sensus does not successfully complete the Performance Test Standards for the applicable Route, then upon receipt of notice, Sensus shall fulfill its obligations in Section 2 above, and the applicable Route shall be retested within a reasonable time. 12.a Packet Pg. 282 │ Page 96 of 133 (c) Upon completion of the Performance Test Standards for all Routes, Customer shall promptly issue written notice to Sensus that either (a) Sensus has not successfully completed the Performance Test Standards for the FlexNet System; or (b) Sensus has successfully completed the Performance Test Standards for the FlexNet System and such notice shall state the date on which the Performance Test Standards was successfully completed. If Customer does not issue such notice within five days of completion of the tests, then the Performance Test Standards for the FlexNet System is automatically deemed successfully passed. If Sensus does not successfully complete the Performance Test Standards, then upon receipt of notice, Sensus shall fulfill its obligations in Section 2 above, and the FlexNet System shall be retested within a reasonable time. 4. THE WARRANTY SET FORTH IN SECTION 2 OF THIS PERFORMANCE WARRANTY IS THE ONLY WARRANTY RELATED TO THE PERFORMANCE OF THE FLEXNET SYSTEM. SENSUS EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER IN CONNECTION WITH THIS PERFORMANCE WARRANTY, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT AND TITLE. 5. SENSUS ASSUMES NO LIABILITY FOR COSTS OR EXPENSES ASSOCIATED WITH LOST REVENUE OR WITH THE REMOVAL OR INSTALLATION OF EQUIPMENT. THE FOREGOING REMEDIES ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES FOR THE PERFORMANCE OF THE FLEXNET SYSTEM. 6. Definitions. Any terms used in this Performance Warranty as defined terms, and which are not defined herein, shall have the meanings given to those terms in the Agreement. A. “Billing Window” for an Available Meter means the seventy-two (72) hour period commencing one day prior to the relevant billing day for such Available Meter and ending two days after such billing day. B. Endpoints mean both (a) Sensus FlexNet meters (with a SmartPoint Module installed); and (b) Sensus SmartPoint Modules which have been installed on a third-party meter. C. Meter Data means the specific metering information, including without limitation, locations and antenna heights, provided to Sensus by Customer in writing prior to the earlier of the; (i) Effective Date; and (ii) the date set forth on the propagation study (collectively, the “Data Date”). The parties recognize and agree that the RF Field Equipment site design and build is based on the specific Meter Data provided to Sensus. For clarity, the Meter Data only contains the information specifically provided to Sensus by the Customer in writing prior to the Data Date. By way of example only (and not as an exhaustive list), the Meter Data includes the latitudes and longitudes of each meter, the location of each module either inside or outside (outside is assumed), and, for meters in pits, whether the radio is installed through or under the lid (the assumption is through the lids). New or different metering locations and/or antenna heights provided after the Data Date are not included as part of the Meter Data. D. Recurrent RF Field Equipment Fees means any and all costs, fees, and expenses required to; (i) warrant the RF Field Equipment; and (ii) install and keep the RF Field Equipment located in the field, including without limitation, site procurement and preparation fees, fees related to building poles or towers, tower lease fees, costs of electricity supply, and any local, state, or federal government taxes or charges. E. The “Required RF Field Equipment” means the equipment, installed in the locations and at the heights described in the Certified Propagation Study F. Success Percentage means, of the covered meters in the propagation study, 98.5%. G. Test Equipment means the number of RF Field Equipment and production RNIs set forth in the Certified Propagation Study. The Test Equipment specifically does not include test RNIs or backup RNIs; it only includes production RNIs. H. Test Units means Endpoints that are both; (i) Available Meters throughout the entire test period; and (ii) are covered meters, as depicted on the Certified Propagation Study. I. Warranty End Date means the earlier of; (i) the third anniversary of the Effective Date; (ii) successful completion of the applicable Performance Test Standards; or (iii) the termination or expiration of this Agreement between Customer and Sensus. 12.a Packet Pg. 283 │ Page 97 of 133 Exhibit F-2 Equipment Warranties [SEE THE FOLLOWING PAGES.] 12.a Packet Pg. 284 │ Page 98 of 133 Exhibit F-2 General Limited Warranty Revised November 2019 1. Terms of Sale. Sensus USA Inc. (“Sensus”) warrants its products and parts as set forth below. All products covered by this General Limited Warranty shall: a) be new, unless otherwise agreed in advance by City; b) have good marketable title c) unless specified to the contrary on the face hereof, will be free from defects in material and workmanship and will be free of all liens and encumbrances and will conform to any affirmation of facts made on the container or label. 2. Electricity Meters and Electricity SmartPoint™ Modules. Sensus warrants the Sensus electricity meters and Sensus electricity SmartPoint Modules to be in compliance with their respective specifications under normal use and service, and to be free from material defects in materials and workmanship for a warranty period of twelve (12) months from the date of the installation or eighteen (18) months from the date of shipment, whichever occurs first. The warranty period for new spare parts and components sold by Sensus is twelve (12) months from the date of shipment. The warranty period for repaired or refurbished parts repaired by Sensus is ninety (90) days from the date of shipment, unless repaired pursuant to a warranty, in which case the repair is warranted for the time remaining of the original warranty period. 3. Gas Products and Gas SmartPoint Modules. a. Except for the Sonix meters, Sensus warrants the Sensus gas products to be in compliance with their respective specifications under normal use and service, and to be free from material defects in materials and workmanship for a warranty period of twelve (12) months from the date of the installation or eighteen (18) months from the date of shipment, whichever occurs first. Sensus warrants the Sensus Sonix meters to be free from material defects in materials and workmanship for a warranty period of fifteen (15) years from the date of shipment. Sensus warrants the batteries in the Sensus Sonix meters to be free from material defects in materials and workmanship for a warranty period of ten (10) years from the date of shipment. The warranty period for new spare parts and components sold by Sensus is twelve (12) months from the date of shipment. The warranty period for repaired or refurbished parts repaired by Sensus is ninety (90) days from the date of shipment, unless repaired pursuant to a warranty, in which case the repair is warranted for the time remaining of the original warranty period. b. Sensus warrants the Sensus gas SmartPoint Modules as set forth in the “G500” warranty. 4. Water Meters and Water SmartPoint Modules. Sensus warrants the Sensus water meters and Sensus water SmartPoint Modules as set forth in the “G500” warranty. 5. VantagePoint® Lighting Control Module. Sensus warrants the Sensus VantagePoint® Lighting Control Module to be in compliance with their respective specifications under normal use and service, and to be free from material defects in materials and workmanship for a warranty period of ten (10) years from the date of shipment. The warranty period for new spare parts and components sold by Sensus is twelve (12) months from the date of shipment. The warranty period for repaired or refurbished parts repaired by Sensus is ninety (90) days from the date of shipment, unless repaired pursuant to a warranty, in which case the repair is warranted for the time remaining of the original warranty period 6. DA Devices and HAN Devices. Sensus warrants the Sensus DA Devices and Sensus HAN Devices to be in compliance with their respective specifications under normal use and service, and to be free from material defects in materials and workmanship for a warranty period of twelve (12) months from the date of shipment. The warranty period for new spare parts and components sold by Sensus is twelve (12) months from the date of shipment. The warranty period for repaired or refurbished parts repaired by Sensus is ninety (90) days from the date of shipment, unless repaired pursuant to a warranty, in which case the repair is warranted for the time remaining of the original warranty period. 7. RF Field Equipment. Sensus warrants the Sensus RF Field Equipment to be in compliance with their respective specifications under normal use and service, and to be free from material defects in materials and workmanship for a warranty period of twelve (12) months from the date of shipment. 8. Server Hardware. Sensus provides no warranty on the Server Hardware. 9. Third Party Goods. Notwithstanding anything to the contrary herein, Sensus does not warrant any goods manufactured or software supplied by third parties. For example, if Customer elects to buy meters from a third party, the Sensus SmartPoint Modules installed in such third party meters shall, subject to Section 11, below, be 12.a Packet Pg. 285 │ Page 99 of 133 shall be a matter directly between Customer and such third party meter supplier. 10. Services. Sensus warrants that its services shall, at the time of performance, materially conform to the contract requirements, and shall be performed in a professional and workmanlike manner, free from material defects in workmanship. Services shall be performed within the rules and regulations of the Occupational Safety and Health Act of 1970 (as amended). 11. Remedy. a. If any Field Device or RF Field Equipment fails during the applicable warranty period (a “Failed Good”), Sensus’ obligation, and Customer’s exclusive remedy, is, at Sensus’ option, to either (i) repair or replace the Failed Good, provided the Customer (a) returns the product to the location designated by Sensus within the warranty period; and (b) prepays the freight costs both to and from such location; or (ii) deliver replacement components to the Customer, provided the Customer installs, at its cost, such components in or on the Failed Good (as instructed by Sensus). In all cases, Customer shall be responsible for returning the Failed Good to Sensus, and Sensus shall provide the City a prepaid freight manifest or UPS account to cover all costs associated with the return of the Failed Good, and Sensus shall be responsible for shipping the repaired or replaced good back to Customer’s warehouse. If Sensus determines that the returned good is not defective, Customer shall pay and/or reimburse Sensus for all expenses incurred by Sensus in repairing or replacing the returned good. b. Customer’s remedy under the warranty for services shall be, at Sensus’ sole cost and expense, to correct or re- perform any defective or non-conforming services to assure compliance with the contract requirements. c. THIS SECTION 11 SETS FORTH CUSTOMER’S SOLE REMEDY WITH RESPECT TO A FAILED GOOD OR ANY DEFECTIVE OR NON-CONFORMING SERVICE. 12. Warranty Exceptions. This General Limited Warranty does not include costs for removal or installation of products, or costs for replacement labor or materials, which are the responsibility of the Customer. The warranties in this General Limited Warranty do not apply to, and Sensus has no liability for, goods that have been: installed improperly or in non-recommended installations (by parties other than Sensus or its installation subcontractor); installed to a socket that is not functional, or is not in safe operating condition, or is damaged, or is in need of repair; tampered with; modified or repaired with parts or assemblies not certified in writing by Sensus, including without limitation, communication parts and assemblies; improperly modified or repaired (including as a result of modifications required by Sensus); converted; altered; damaged; read by equipment not approved by Sensus; for water meters, used with substances other than water, used with non-potable water, or used with water that contains dirt, debris, deposits, or other impurities; subjected to misuse, improper storage, improper care, improper maintenance, or improper periodic testing (collectively, “Exceptions.”). If Sensus identifies any Exceptions during examination, troubleshooting or performing any type of support on behalf of Customer, then Customer shall pay for and/or reimburse Sensus for all expenses incurred by Sensus in repairing or replacing any Equipment that satisfies any of the Exceptions defined above. The above warranties do not apply in the event of Force Majeure, as defined in the Terms of Sale. 13. Definitions. Any terms used in this General Limited Warranty as defined terms, and which are not defined herein, shall have the meanings given to those terms in the Terms of Sale. a. “Agreement” means this General Limited Warranty, Customer’s purchase order (except any Additional Terms), Sensus’ Acknowledgement Form (if any),. b. “DA Devices” means RTMs and RTUs. c. “Echo Transceiver” (formerly “FlexNet Network Portal” and “FNP”) identifies the Sensus standalone, mounted relay device that takes the radio frequency readings from the SmartPoint Modules and relays them by radio frequency to the relevant FlexNet Base Station. d. “End User” means any end user of electricity/water/gas that pays Customer for the consumption of electricity/water/gas, as applicable. e. “Equipment” means the Field Devices, RF Field Equipment, Server Hardware, and any other goods sold hereunder. f. “FlexNet Base Station” (formerly “Tower Gateway Base Station” and “TGB”) identifies the Sensus manufactured device consisting of one transceiver, to be located on a tower that receives readings from the SmartPoint Modules (either directly or via an Echo Transceiver) by radio frequency and passes those readings to the RNI by TCP/IP backhaul communication. 12.a Packet Pg. 286 │ Page 100 of 133 g. “Field Devices” means the meters, SmartPoint Modules, DA Devices and HAN Devices. h. “Force Majeure” shall have the meaning set forth in the Terms of Sale. i. “HAN Devices” means the PCTs, IHDs and LCMs. j. “IHDs” means the in-home displays. k. “In/Out Costs” means any costs and expenses incurred by Customer in transporting goods between its warehouse and its End User’s premises and any costs and expenses incurred by Customer in installing, uninstalling and removing goods. l. “LCMs” means the load control modules. m. “PCTs” means the programmable controllable thermostats. n. “Remote Transceiver” (formerly “FlexNet Remote Portal” and “FRP”) identifies the Sensus standalone, mounted relay device that takes the radio frequency readings from the SmartPoint Modules and relays them directly to the RNI by TCP/IP backhaul communication. o. “RNI” identifies the regional network interfaces consisting of hardware and software used to gather, store, and report data collected by the FlexNet Base Stations from the SmartPoint Modules. p. “RF Field Equipment” means, collectively, FlexNet Base Stations, Echo Transceivers and Remote Transceivers. q. “RTMs” means the telemetric remote telemetry modules. r. “RTUs” means telemetric MicroRTU (T866). s. “Server Hardware” means the RNI hardware and the FlexServer hardware. t.“ SmartPoint™ Modules” identifies the Sensus transmission devices installed on devices such as meters, distribution automation equipment and demand/response devices located at Customer’s End Users’ premises that take the readings of the meters and transmit those readings by radio frequency to the relevant FlexNet Base Station, Remote Transceiver or Echo Transceiver.  12.a Packet Pg. 287 │ Page 101 of 133 12.a Packet Pg. 288 │ Page 102 of 133 12.a Packet Pg. 289 │ Page 103 of 133 12.a Packet Pg. 290 │ Page 104 of 133 12.a Packet Pg. 291 │ Page 105 of 133 12.a Packet Pg. 292 │ Page 106 of 133 12.a Packet Pg. 293 │ Page 107 of 133 Exhibit G – Certified Propagation Study (FSR 11443) Electric Water Gas 12.a Packet Pg. 294 │ Page 108 of 133 12.a Packet Pg. 295 │ Page 109 of 133 12.a Packet Pg. 296 │ Page 110 of 133 12.a Packet Pg. 297 │ Page 111 of 133 12.a Packet Pg. 298 │ Page 112 of 133 12.a Packet Pg. 299 │ Page 113 of 133 12.a Packet Pg. 300 │ Page 114 of 133 12.a Packet Pg. 301 │ Page 115 of 133 12.a Packet Pg. 302 │ Page 116 of 133 Exhibit K 12.a Packet Pg. 303 │ Page 117 of 133 12.a Packet Pg. 304 │ Page 118 of 133 12.a Packet Pg. 305 │ Page 119 of 133 12.a Packet Pg. 306 │ Page 120 of 133 12.a Packet Pg. 307 │ Page 121 of 133 12.a Packet Pg. 308 │ Page 122 of 133 12.a Packet Pg. 309 │ Page 123 of 133 12.a Packet Pg. 310 │ Page 124 of 133 Exhibit M 12.a Packet Pg. 311 │ Page 125 of 133 Exhibit N - Network Performance Assurance Services Network Performance Assurance Service. Network Performance Assurance Service, as provided by Sensus to Customer under this Agreement, means only the items listed in Section 1 below. If an item is not included in Section 1 below, it is specifically excluded from Managed Services and is subject to additional pricing. 1. Sensus Responsibilities. Sensus shall be responsible for providing the following services to the Customer for so long as Customer is current in its payments for the Network Performance Assurance Service. a) Ongoing RF Network Communications Management 1. Identify, mitigate, and resolve any potential RF interference that may occur 2. Perform network tuning to maximize RF Field Equipment infrastructure 3. Network tuning includes reviewing stale meters, read interval success, RF channels, and overall network health, capacity, and performance. Meter configuration and channel configuration changes will be made to ensure optimal performance is being achieved on each channel and frequency b) Ongoing Maintenance of the FlexNet Network 1. Provide ongoing warranty support of RF Field Equipment covered under the Sensus Extended Warranty. For clarity, this includes the components contained within the basestation enclosure, excluding consumable, protective parts such as surge arrestors and fuses. Coaxial cabling, antennas, polyphasers, and vertical assets are also excluded. 2. Customer Responsibilities a) Customer shall provide adequate internal IT network infrastructure and confirm that it will not affect Sensus’ ability to meet Service Level Objectives b) Customer shall be responsible for Field Devices, which includes maintenance and troubleshooting c) Customer shall provide and maintain the RF Field Equipment utilities, such as electric power, lighting, security fencing, drainage, vegetation management, etc. as required at each site d) Perform routine field preventative maintenance (physical maintenance and RF analysis) in accordance with RF Field Equipment preventative maintenance instructions, to include but not limited to: i. Visit RF Field Equipment once every twelve (12) months ii. Store reports of visits and maintenance logs in a ticketing system iii. Conduct tests of the voltage standing wave ratio (VSWR) and distance to fault (DTF) of the antenna system iv. Inspect antenna system v. Inspect exterior and interior of cabinet including GPS system vi. Power monitor and measurement vii. Software inspection and confirmation viii. Complete checklist and reporting package with update of site photos e) Monitor the RF Field Equipment, FlexNet communications infrastructure, and backhaul communications hardware, (collectively, the “FlexNet Network”) to identify and resolve anomalies within the FlexNet Network to not impact Sensus’ ability to assure meter reading data delivery f) Monitor and respond to system outages, trouble ticket generation, and other alerts regarding the FlexNet Network in a timely manner to not impact Sensus’ ability to assure meter reading data delivery g) Provide remote firmware maintenance, which includes Patches, Updates, and Upgrades for FlexNet Network software and firmware h) Support standard change management controls in accordance with Customer’s change management practices, policies, and procedures i) Provide the support, maintenance, and monitoring of the Customer’s dedicated Local Area Network (“LAN”) and or Wide Area Network (“WAN”). Sensus shall not be responsible for performance and availability of the LAN or WAN networks outside of Sensus’ control 3. Service Level Objectives (‘SLO”). All SLOs are measured by the calendar month. Sensus will report on the SLOs as defined below within ten (10) business days of the end of each month. a) Network Performance Assurance 1. Gas & Water Field Devices 12.a Packet Pg. 312 │ Page 126 of 133 (i) For water and gas Field Devices, Sensus will assure the delivery of billing data from Available Meters covered by the FlexNet Network. Customer will be responsible to ensure Field Devices are in a status to ensure data delivery, such as ensuring the endpoints are installed and properly maintained. This will be measured by the number of Available Meters that deliver a register reading with in their seventy-two (72) hour billing window in a calendar month out of the total number of Available Meters. Endpoints that fail to deliver a register read in the billing window due to data quality issues, RF Network Issues, Customer LAN issues, or due to meter level issues are excluded from this metric. Service Level Objective Target: Network Performance Assurance of 98.5% of Available Meters delivering a register reading within their respective seventy-two (72) hour billing window. (ii) For each month that the Network Performance Assurance fails to meet the SLO Target, Sensus will issue Customer the following Service Level Credits: 2. Electric (i) For electric Field Devices, Sensus will assure the delivery of the billing data from Available Meters covered by the FlexNet Network. Customer will be responsible to ensure endpoints are in a status to ensure data delivery, such as ensuring the endpoints are installed and properly maintained. This will be measured by the number of Available Meters that deliver a register reading with in their seventy-two (72) hour billing window in a calendar month out of the total number of Available Meters. Endpoints that fail to deliver a register read in the billing window due to data quality issues, RF Network Issues, Customer LAN issues, or due to meter level issues are excluded from this metric. Service Level Objective Target: Network Performance Assurance of 98.5% of Available Meters delivering a register reading within their respective seventy-two (72) hour billing window. (ii) For each month that the Network Performance Assurance fails to meet the SLO Target, Sensus will issue Customer the following Service Level Credits: 12.a Packet Pg. 313 │ Page 127 of 133 4. Service Level Credits. Service Level Credits for any single month shall not exceed 15% of the Managed Services fee associated with the month in which the SLO default occurred. Sensus records and data will be the sole basis for all Service Level Credit calculations and determinations, provided that such records and data must be made available to Customer for review and agreement by Customer. To receive a Service Level Credit, Customer must issue a written request no later than ten (10) days after the Service Level Credit has accrued. Sensus will apply each valid Service Level Credit to the Customer’s invoice within 2 billing cycles after Sensus’ receipt of Customer’s request and confirmation of the failure to meet the applicable Service Level Credit. Service Level Credits will not be payable for failures to meet the SLO Targets caused by any Exceptions. No Service Level Credit will apply if Customer is not current in its undisputed payment obligations under the Agreement. Service Level Credits are exclusive of any applicable taxes charged to Customer or collected by Sensus. Sensus shall not refund an unused Service Level Credits or pay cash to Customer for any unused Service Level Credits. Any unused Service Level Credits at the time the Agreement terminates will be forever forfeited. THE SERVICE LEVEL CREDITS DESCRIBED IN THIS SECTION ARE THE SOLE AND EXCLUSIVE REMEDY FOR SENSUS’ FAILURE TO MEET THE MANAGED SERVICE SLO TARGETS. IN NO EVENT SHALL THE AGGREGATE AMOUNT OF SERVICE LEVEL CREDITS IN ANY ANNUAL PERIOD EXCEED 20% OF THE ANNUAL MANAGED SERVICES FEE. 12.a Packet Pg. 314 │ Page 128 of 133 Exhibit O Performance and Payment Bond Requirements PERFORMANCE BOND WHEREAS, the City Council of the City of Palo Alto, State of California (“City”) and    (“Principal”) have entered into an agreement dated       , and identified as      , (“Agreement”) which is hereby referred to and made a part hereof  whereby Principal agrees to install and complete certain designated public improvements pursuant to  Exhibit D of the Agreement (the “Services”); and      WHEREAS, Principal is required under the terms of the Agreement to furnish a surety bond  for the faithful performance of the Services.      NOW, THEREFORE, Principal and _______________________________________________,  as Surety, incorporated under the Laws of the State of           , and duly authorized to transact business  as an admitted surety, under the Laws of the State of California, are held and firmly bound unto City in  the penal sum of       dollars ($     ), an amount equal to one  hundred  percent  of  the  compensation payable to Principal for the Services, for the payment whereof Principal and Surety bind  themselves, their heirs, executors, administrators, successors, and assigns, jointly and severally, firmly  by these presents.    The  condition  of  this  obligation  is  such  that  if  the  Principal,  Principal’s  heirs,  executors,  administrators, successors, or assigns shall promptly and faithfully keep and perform the covenants,  conditions, and provisions of the above‐mentioned Agreement with respect to the Services and any  alteration thereof, with or without notice to the Surety, and if Principal shall satisfy all claims and  demands  incurred  under  such  Agreement  with  respect  to  the  Services  and  shall  fully  protect,  indemnify,  defend,  and  hold  harmless  City,  its  officers,  agents,  and  employees  from  all  claims,  demands, or liabilities which may arise by reason of Principal’s failure to do so, and shall reimburse and  repay City all outlay and expenses which City may incur in making good any default, then this obligation  shall be null and void; otherwise, it shall remain in full force and effect.    As  part  of  the  obligations  secured  hereto,  and  in  addition  to  the  face  amount  specified  therefore,  there  shall  be  included  costs  and  reasonable  expenses  and  fees,  including  reasonable  attorney’s fees incurred by City in successfully enforcing such obligations, all to be taxed as costs and  included in any judgment rendered.  Surety shall be liable for any liquidated damages for which the  Principal may be liable under its Agreement with the City with respect to the Services, and such  liquidated damages shall be part of the obligations secured hereto, and in addition to the face amount  specified therefore.    The Surety hereby stipulates and agrees that no change, extension of time, alteration, or  addition  to  the  terms  of  the  Agreement or to the Services to be  performed  thereunder  or  the  specifications accompanying the same, shall in any way affect its obligations on this security, and it  12.a Packet Pg. 315 │ Page 129 of 133 does hereby waive notice of any such change, extension of time, alteration, or addition to the terms of  the agreement or to the work or to the specifications.  Surety hereby waives the provisions of California  Civil Code Section 2845 and 2849.  The City is the principal beneficiary of this bond and has all rights of  a party hereto.  IN WITNESS WHEREOF, this instrument has been duly executed by the Principal Surety above named on _______________, 20_____.   Phone Number: Name of Surety Signature of Surety By: Its: Typed or Printed Name Title Name of Contractor/Principal Signature of Contractor/Principal By: Its: Typed or Printed Name Title 12.a Packet Pg. 316 │ Page 130 of 133 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF ) COUNTY OF ) On , before me, , a notary public in and for said County, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document 12.a Packet Pg. 317 │ Page 131 of 133 PAYMENT BOND WHEREAS, the City Council of the City of Palo Alto, State of California (“City”) and , (“Principal”), have entered into an agreement dated , and identified as (“Agreement”), which is hereby referred to and made a part here of, whereby Principal agrees to install and complete certain designated public improvements pursuant to Exhibit D of the Agreement (the “Services”); and WHEREAS, under the terms of the Agreement, Principal is required before entering upon the performance of the Services to file a good and sufficient payment surety bond with City to secure the claims to which reference is made in Titles 1 and 3 (commencing with Section 8000) of Part 6 of Division 4 of the Civil Code of the State of California with respect to the Services. NOW, THEREFORE, Principal and ________________________________________________, as Surety, incorporated under the laws of the State of _______________________________, and duly authorized to transact business as an admitted surety, under the Laws of the State of California, are held and firmly bound unto City in the penal sum of dollars ($ ), this amount being not less than one hundred percent of the total amount payable to Principal for the Services, for the payment whereof Principal and Surety bind themselves, their heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. The condition of this obligation is such that with respect to the Services, if Principal, Principal’s subcontractors, heirs, executors, administrators, successors, or assigns shall fail to pay any of the persons, companies, or corporations, referred to in Section 9100 of the California Civil Code, as amended, with respect to any work of labor performed or materials supplied by any such persons, companies, or corporations, which work, labor, or materials are covered by the Agreement and any amendments, changes, change order, additions, alterations, or modifications thereof, or any amounts due under the California Unemployment Insurance Code with respect to such work or labor, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the Principal and its subcontractors pursuant to Section 13020 of the Unemployment Insurance Code, as amended, with respect to such work and labor, the Surety will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, the Surety will pay reasonable attorney’s fees in an amount to be fixed by the court. It is hereby expressly stipulated and agreed that this surety bond shall inure to the benefit of any and all persons, companies, and corporations entitled named in Section 9100 of the California Civil Code, as amended, so as to give a right of action to them or their assigns in any suit brought upon this surety bond. The Surety hereby stipulates and agrees that no amendment, change, change order, addition, alteration, or modification to the terms of the Agreement or the Services to be performed thereunder or the specifications accompanying the same, shall in any way affect its obligations on this surety bond, and it does hereby waive notice of any such amendment, change, change order, addition, alteration, or 12.a Packet Pg. 318 │ Page 132 of 133 modification to the terms of the Agreement or to the Services performed thereunder or to the specifications accompanying the same. Surety hereby waives the provisions of California Civil Code Sections 2845 and 2849.           IN WITNESS WHEREOF, this instrument has been duly executed by the Surety and Principal above named on ______________, 20___. Phone Number: Name of Surety Signature of Surety By: Its: Typed or Printed Name Title Name of Contractor/Principal Signature of Contractor/Principal By: Its: Typed or Printed Name Title 12.a Packet Pg. 319 │ Page 133 of 133 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF ) COUNTY OF ) On , before me, , a notary public in and for said County, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document 12.a Packet Pg. 320 Vers.: Aug. 5, 2019 Page 1 of 22 AMENDMENT NO. 2 TO CONTRACT NO. C17165774A BETWEEN THE CITY OF PALO ALTO AND E SOURCE COMPANIES, LLC. This Amendment No. 2 (this “Amendment”) to Contract No. C17165774A (the “Contract” as defined below) is entered into as of October 4, 2021, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and E SOURCE COMPANIES, LLC, a Delaware Corporation, located at 1745 38th Street, Boulder, CO 80301 (“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 on May 8, 2017 by and between the Parties hereto for the provision of consulting services for Phase 1 of a multi-phase Advanced Metering Infrastructure (AMI) system and associated smart grid technologies and programs to assist in developing a Strategic Technology Roadmap and Implementation Plan, in an amount not to exceed $174,735. B. The Contract was amended by Amendment No. 1 on September 9, 2019 to extend the term and add services from Phase 2 to assist the CITY in procuring AMI and associated systems and services to implement smart grid systems, in an amount not to exceed $263,953 for Phase 2 services. C. The Parties now wish to amend the Contract in order to extend the term and add services from Phase 3 for project management, system integration, and change management in an amount not to exceed $1,339,947 for Phase 3 services as specified in EXHIBIT “A” Scope of Services - Phase 3. 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. C17165774A between CONSULTANT and CITY, dated May 8, 2017, as amended by: Amendment No.1, dated September 9, 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 2, “TERM” of the Contract is hereby amended to read as follows: DocuSign Envelope ID: 456254FE-05AB-4C2A-B727-BD23EDC1471B 12.b Packet Pg. 321 Vers.: Aug. 5, 2019 Page 2 of 22 The term of this Agreement shall be from May 9, 2017 through December 31, 2025 unless terminated earlier pursuant to Section 19 of this Agreement.” SECTION 3. Section 4. “NOT TO EXCEED COMPENSATION” of the Contract is hereby amended to add the following: “The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Scope of Services – Phase 3”), and reimbursable expenses, shall not exceed One Million One Hundred Sixty-Nine Thousand Two Hundred Eighty Dollars ($1,169,280.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event Additional Services are authorized, the total compensation for Basic Services, Additional Services and reimbursable expenses shall not exceed One Million Three Hundred Thirty-Nine Thousand Nine Hundred Forty-Seven Dollars ($1,339,947.00). The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE – Phase 3,” which is attached to and made a part of this Agreement. 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. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. 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 at Exhibit “A”.” SECTION 3. 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” entitled “SCOPE OF SERVICES – Phase 3”, added. b. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE – Phase 3”, added. c. Exhibit “C” entitled “COMPENSATION – Phase 3”, added. SECTION 4. 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 5. 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: 456254FE-05AB-4C2A-B727-BD23EDC1471B 12.b Packet Pg. 322 Vers.: Aug. 5, 2019 Page 3 of 22 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 E SOURCE COMPANIES LLC. By: Name: Dale Pennington Title: President By: Name: Jim Ketchledge Title: Executive Vice President Attachments: EXHIBIT “A”: SCOPE OF SERVICES – Phase 3 EXHIBIT “B”: SCHEDULE OF PERFORMANCE – Phase 3 EXHIBIT “C”: COMPENSATION – Phase 3 EXHIBIT “C-1”: HOURLY RATE SCHEDULE – Phase 3 DocuSign Envelope ID: 456254FE-05AB-4C2A-B727-BD23EDC1471B 12.b Packet Pg. 323 Vers.: Aug. 5, 2019 Page 4 of 22 EXHIBIT “A” SCOPE OF SERVICES – Phase 3 Statement of Purpose This amended Statement of Work (SOW) specifies in detail services for E Source Companies, LLC to begin Phase 3 of the City’s advanced metering infrastructure system and associated smart grid technologies implementation. The consulting services would be provided in an integrated manner to accommodate the workstream tasks essential to ensure a successful technology implementation: project management, organizational alignment, technical solution architecture, and deployment oversight and quality assurance. Scope of Work In consultation with and under the direction of City staff, CONSULTANT will complete the following tasks: Task 1: Project Management Under this task, an E Source Project Manager (PM) works with the utility project manager to oversee project implementation. The PM shall have experience in using proven process, methodologies, and templates to produce a robust, flexible implementation approach. The PM and overall E Source team assigned to this task shall have experience in helping a combined vendor team execute successfully to the project baselines established in vendor contracts. The E Source PM will support the City’s PM and jointly manage the project through all phases of the project lifecycle: Initiating, Planning, Executing, Controlling, and Closing. The E Source PM will manage the daily activities of the team, account for all deliverables produced by the team, and work in close partnership with CPAU and the AMI, MDMS, Meter Installation Vendor (MIV), CIS Integrator, and other vendors associated with the project to ensure successful service delivery by all parties. The E Source PM will be responsible for supporting the activities listed in Table 1. Table 1. E Source Project Management Activities PM ACTIVITY DESCRIPTION Scope Management Ensure that the project plans outline all of the work required to complete the project successfully. Scope management consists of initiation, scope planning, scope definition, scope verification, and scope change control. Change Management Ensure that a baseline project plan is established at project initiation, and that a formal change control process is in place to control changes to the baseline project plan throughout the project lifecycle. Integration Management Ensure that the various elements of the project are properly coordinated. Integration management consists of project plan development, project plan execution, and overall change control. Cost Management Ensure that the project is completed within the approved budget. Cost management consists of resource planning, cost estimating, cost budgeting, and cost control. DocuSign Envelope ID: 456254FE-05AB-4C2A-B727-BD23EDC1471B 12.b Packet Pg. 324 Vers.: Aug. 5, 2019 Page 5 of 22 PM ACTIVITY DESCRIPTION Quality Management Ensure that the project will satisfy the needs for which it was undertaken. Quality management consists of quality planning, quality assurance, quality control, and configuration management. Reporting Management Ensure timely and appropriate generation, collection, distribution, and storage of project information. The project manager also handles reporting and status information management consists of communications planning, information distribution, performance reporting, and administrative closure. Time Management Ensure the timely completion of the project. Time management consists of activity definition, activity sequencing, activity duration estimating, and schedule development and control. Resource Management Ensure that qualified resources are available to perform each task defined in this SOW in accordance with the baseline project schedule. As necessary, the project manager ensures that resources have been provided with training to establish particular expertise required to perform tasks within the SOW. The project manager reinforces the importance of establishing and maintaining professional working relationships among the City and vendor team members, as well as monitors these relationships. Risk Management Identify and analyze project risks and respond to those risks. The E Source approach to risk management has three components—identification, prioritization, and mitigation. Risks are identified at project inception and categorized based on probability and impact. A risk mitigation plan is defined to impacts should the risk occur. The risk mitigation plan is continuously re-evaluated during the project lifetime. Once a risk actually occurs, it is moved to the issue tracking process. At project initiation, the E Source PM will perform appropriate team formation activities and develop a project master schedule as the team prepares for vendor kickoff. The kickoff meeting is used to introduce the team, review initial project plans, and start preparation for detailed requirements validation and refinement workshops. The team will work together to clarify purpose, align systems, and to bring forth the talent of the overall project team E Source will also work with CPAU to develop and execute the project charter that will outline project governance and communicate the high-level project implementation approach and the responsibilities of all project participants. E Source will work with CPAU and the selected vendor(s) to develop a comprehensive Project Execution Plan (PEP). The PEP will provide a set of guiding principles regarding philosophy, judgments, and actions to be taken over the lifecycle of the project. The E Source PM will manage the project status cycle for the City. The PM will establish a regular cadence in which progress towards the plan, performance status, risk management, items of concern, and open action items are managed regularly and consistently. As shown in Figure 1, the status cycle is initiated with written project status reports completed by vendors and key project organizations—a sample of which is also shown. E Source will lead the project team in developing the Proof of Concept Implementation Plan that will support CPAU’s Phase I AMI implementation vision. The objective of this task is to develop a comprehensive implementation plan that defines the logical sequence for the deployment strategy, project schedule, business process change requirements, support requirements, and business case justification. Implementation responsibilities will also be defined. The draft implementation plan will be reviewed with the AMI project team and finalized. DocuSign Envelope ID: 456254FE-05AB-4C2A-B727-BD23EDC1471B 12.b Packet Pg. 325 Vers.: Aug. 5, 2019 Page 6 of 22 TASK 1 DELIVERABLES − Project Charter − Project Execution Plan (PEP) − Proof of Concept Implementation Plan − Project kickoff meeting − Project workspace (SharePoint) − Integrated Microsoft project schedule − Project budget / cash flow tracking − Periodic monthly status reports: monitoring progress, delays, upcoming critical paths/tasks, risks, etc. − Periodic meetings with CPAU Project Manager (no less than monthly) − Periodic meetings with the Project Team (no less than monthly) − Periodic updates for executive management and applicable governing board stakeholders (quarterly and as needed) − Meeting agenda and minutes − End of Project Close Out/Summary Report Task 2: Business Design and Change Management Services Task 2.1: Business Process Design Process modeling activities will help define a desired future state business design for CPAU. This task will further support the organization’s ability to realize benefits identified in CPAU’s feasibility study for the selected AMI solutions by streamlining and optimizing processes to align common needs and promote synergies across the City and Utilities value chains. E Source’s application of business process management (BPM) methodology incorporates lean principles, tools, and methodologies to break down an organization’s functional silos— to then streamline and integrate value chain processes that create value for your customers. There are three business process design stages to prepare the project team for the AMI and MIV design workshops and produce a high level end- to-end integrated business process model for the project and its impacted technologies and business process flows. The third stage produces related AMI technology-enabled deeper dive process models. These models are Figure 1. Digital Business Transformation DocuSign Envelope ID: 456254FE-05AB-4C2A-B727-BD23EDC1471B 12.b Packet Pg. 326 Vers.: Aug. 5, 2019 Page 7 of 22 refined based on design/build phase and development activities that occur as the vendor configuration decisions are finalized. This process framework is illustrated in Figure 3. Task 2.1.1: Conceptual Future State As E Source conducted the current state business process task with CPAU during the procurement phase, these materials will be leveraged to inform the conceptual future state and gap analysis activities. E Source will conduct “to-be” workshops to document optimal business design process flows and decisions utilizing industry best practice process frameworks. These workshops will focus on the development of the desired future state for each value chain business process area utilizing the new business applications and interfaces that will be deployed. This work will entail preparing for, conducting, and documenting business decisions and change impacts from two 2-day workshops: 1) the integrated process mapping workshop and 2) the deep dive process mapping workshop. The goal of the sessions is to assess the following: ► If the high-level integrated business processes accurately reflect the City’s goals and vision, and ensure alignment with the culture, organization, and any other applicable process constraints and enablers. ► At a high level, identify the major known gaps, benefits, and risk areas associated with the desired future state and technology-enabled, business processes. In the first workshop, E Source will engage core team business process owners (BPOs) and identified subject matter experts (SMEs) as needed to streamline high-level business processes, examine process enablers and constraints, and develop RACI accountability in the context of the City’s cross-functional value chain. The intent of this workshop is to align those processes with organizational structure that clarifies roles and responsibilities to ensure the City can execute your business strategies and related value chain proposition, thereby removing the obstacles presented by organizational silos and inefficient or unclear processes. This workshop will result in an integrated value chain process map that illustrates the overall desired state operating model. Figure 2. Business Process Design Framework DocuSign Envelope ID: 456254FE-05AB-4C2A-B727-BD23EDC1471B 12.b Packet Pg. 327 Vers.: Aug. 5, 2019 Page 8 of 22 ► Following the Integrated Process Mapping workshop, E Source will support “deep dive process mapping” workshops in which the assembled team will drill down on approximately 4-6 strategic and prioritized meter-to-cash (MTC) process focus areas (see Figure 4) and related use cases that will require task and workflow improvement, as identified in the first workshop. These may be coordinated with vendor workshops to avoid gaps or overlaps. Following on from the initial three (3) stages of business process work outlined in Figure 3, the core team business process owners will be aligned and prepared for AMI vendor design/requirements workshops. The previous effort was facilitated to explore and understand the state of business process change desired at a high level, then assess alignment across functional groups for fundamental MTC processes and related AMI-enabled business process tasks compared to the City’s existing standard operating procedures (SOPs). Task 2.1.2: Gap Analysis E Source’s process design activities include documenting process constraints and enablers to identify gaps as part of a change impact assessment. A baseline set of “to-be” conceptual future state business processes and related metrics will inform benefit realization planning as well. To accomplish this, E Source will use utility industry process framework best practices and experience working with utilities to validate business alignment and understanding of the scope of change and related change impacts to inform change management and operational transition plans. Project activities related to fluctuating workstreams (highlighted below in Figure 5) will be managed to ensure successful transformation occurs on time and within budget. Figure 3. Typical MTC Value Stream Processes DocuSign Envelope ID: 456254FE-05AB-4C2A-B727-BD23EDC1471B 12.b Packet Pg. 328 Vers.: Aug. 5, 2019 Page 9 of 22 Task 2.1.3: As-Built Future State To finalize the conceptual future state for business process activities and related tasks, E Source will refine and validate the baseline set of “to-be” future state, AMI-enabled business processes based on design/development work that occurs after the implementation is completed for each business/system release. E Source will ensure the updated “as-built” processes are a final documentation of what ultimately is implemented into the operational environment. This work typically occurs after the specific technology vendor(s) have conducted their workshops, in order to capture any nuances and changes required in the documented “to-be” business processes for their specific solutions. E Source will use reference models, vendor information, and experience to facilitate these sessions and create new Business Process model flows and/or modify existing ones to support training and User Acceptance Testing (UAT) activities. An example of a CIS solution-enabled model workflow is shown in Figure 6. Figure 4. People, Process, Technology Workstreams Figure 5. Example Reference Model Workflow DocuSign Envelope ID: 456254FE-05AB-4C2A-B727-BD23EDC1471B 12.b Packet Pg. 329 Vers.: Aug. 5, 2019 Page 10 of 22 TASK 2.1 ASSUMPTIONS − Conceptual business process design activities should inform implementation planning and sequencing − CPAU will designate business process owners leads with which E Source will work closely − Two 2-day workshops (or broken down as four half days if virtual) within a 2- to 3-month timeline TASK 2.1 DELIVERABLES − Workshop preparation and session materials − Conceptual deep dive MTC process maps − Business process gap analysis change impact assessment and recommendations − Final as-built future state process map documentation CPAU EFFORT TO SUPPORT TASK 2.1 − Schedule BPOs and SMEs to participate in workshops and review of materials − Respond to data and/or input requests − Staff time necessary to attend workshop sessions and other meetings − Review, comment, and validate conceptual and as-built future state process design documentation Task 2.2: Organizational Change Management (OCM) An AMI program requires that staff adjust work processes and routines to effectively use the systems and realize the significant benefits both internal and external to the City and CPAU Stakeholders. This change needs to be handled effectively, thereby reducing staff apprehension and providing the tools they need to succeed. As shown in Figure 7, E Source’s OCM program approach to managing change impacts across people, process, technology workstreams can be divided into three stages: 1) Preparing for Change; 2) Managing Change; and 3) Reinforcing Change. Figure 6. E Source’s Holistic OCM Approach DocuSign Envelope ID: 456254FE-05AB-4C2A-B727-BD23EDC1471B 12.b Packet Pg. 330 Vers.: Aug. 5, 2019 Page 11 of 22 E Source will support and advise the City throughout the OCM effort, ensuring readiness so programs and projects can fully realize intended business value benefits. E Source’s OCM approach is centered on moving individuals, groups, divisions, and the entire organization from understanding through demonstration as efficiently and productively as possible. OCM elements include forming a clear strategy, communicating consistently, visibly engaging sponsors, providing effective training, recognizing performance, and closing accountability loops. The E Source team will support the City’s project manager and AMI and MIV to incorporate change activities into the project plan/schedule. E Source will advise the City during its efforts to develop an OCM program approach that includes practical and effective activities designed to support the transition of people and processes to increase use and adoption of the new technologies. The resulting City-developed OCM plan will provide strategies and detailed tactics that maximize performance prior to, during, and after the technology implementation. Task 2.2.1: Awareness and Education Campaign (AEC) ► E Source will advise CPAU in its efforts to develop the AEC/communications campaign with the Utilities’ Communications Manager. Activities will include participation in planning activities, workshops, and review of the AEC plan and materials produced for both internal and external stakeholders. This effort will enhance the internal project communications for all utility divisions and will foster proactive communications with utility customers and other external stakeholders. E Source will work with the City to identify the key topics that will drive the content of the campaign. Topics may include: ► AMI project benefits and information sharing ► AMI opt-out ► Transitional change effecting the organization ► Theft detection and enforcement policies ► Green initiative concepts developed with AMI ► Areas of concern, including radio frequency (RF), privacy, cybersecurity, etc. E Source will assist the City as it develops the content appropriate for internal staff that will be published at various stages of the project. The content may be published via an e-mail newsletter, printed flyers, or other formats as deemed appropriate by the utility. E Source will also support the City in its effort to present this information to staff and field questions accordingly, for example during informational “tailgates” and town hall meetings. E Source will assist the City as it develops the content for a variety of customer-facing materials. E Source will advise the City on the timing of releasing the information pieces to the customer base. Customer outreach and education pieces may include: ► Door hangers ► Status letters ► Press releases DocuSign Envelope ID: 456254FE-05AB-4C2A-B727-BD23EDC1471B 12.b Packet Pg. 331 Vers.: Aug. 5, 2019 Page 12 of 22 ► Brochures ► Webpages TASK 2.2 ASSUMPTIONS − The City will provide E Source with adequate lead time to review City-produced materials and scheduling of workshops / meetings − CPAU will designate OCM, and Communications leads with whom E Source will coordinate and advise − − E Source will assist in the development of communications content − The list of customer education and outreach materials above in subtask 2.3.1 can be modified based on the outcome of the discovery workshop if the approximate level of effort is commensurate and the changes are agreed upon by CPAU and E Source − CPAU will employ a graphic designer to assist with visual layouts and design − The printing, shipment, and dissemination of communication materials will be managed by the City TASK 2.2 DELIVERABLES − Participation in bi-weekly and ad hoc OCM team meetings − OCM strategy & directional advisory − Review and editorial of City produced OCM Plan − Review and editorial of City produced AEC communication strategy / tactical action plan − Review and editorial of City produced operational transition plan − Internal communications content − External communications content − Change leadership advisory and support CPAU EFFORT TO SUPPORT TASK 2.2 − Schedule resources and attend meetings − Background on existing OCM practices and related data (e.g., organizational structure, training, and performance management approach) will need to be shared, if available − Designate an internal AMI OCM track lead − Produce a OCM Plan − Produce an AEC communication strategy / tactical action plan − Produce an operational transition plan − Review and comment on draft materials produced by E Source − Utility marketing/communication support of internal communications and materials development DocuSign Envelope ID: 456254FE-05AB-4C2A-B727-BD23EDC1471B 12.b Packet Pg. 332 Vers.: Aug. 5, 2019 Page 13 of 22 Task 3: Technical Services E Source’s technical services track will direct the engineering, architecture, development, deployment, and testing of the City’s new AMI system. E Source will augment the Project Manager with a strong Project Engineer specializing in systems engineering to ensure successful delivery. Task 3.1: Solutions Architecture The Solutions Architecture task emphasizes the IT systems aspect of AMI planning and brings together all the technology initiatives that exist, are underway, or are planned to be completed in the near term, into a cohesive and logical plan. The track also ensures that the complete solution architecture that will be built is complete, robust, scalable, and extensible. E Source will develop the AMI reference architecture based on the following: ► User data requirements ► User functional requirements ► User process flows ► Automation requirements ► Integration requirements ► Industry best practices ► E Source team experience ► Implementation considerations and constraints ► Current and near-term future capabilities of commercial AMI technologies ► CPAU standards and policies ► Capabilities of commercial vendor software DocuSign Envelope ID: 456254FE-05AB-4C2A-B727-BD23EDC1471B 12.b Packet Pg. 333 Vers.: Aug. 5, 2019 Page 14 of 22 E Source will work with the City and the selected vendors during the initial vendor workshops and immediately thereafter to ensure that the project architectural, functional, performance, and integration specifications form the proper technical baseline for execution of the project. To address integration gaps in the vendor solution specification, E Source will document the as-is and to-be system architecture that will depict both the system context and system component diagrams. An example system context diagram is shown below in Figure 8. TASK 3.1 DELIVERABLES − Vendor systems configuration/design workshop(s) participation, supplemented with additional workshops as necessary to define the system architecture. − As-is and to-be system architecture including the system context diagram and the system component diagram CPAU EFFORT TO SUPPORT TASK 3.1 − Provide subject matter experts in related process areas for functional requirements workshops. − Gather and share existing/legacy system information, interface documentation, and data flows. Figure 7. Example of a System Context Diagram in the Solution Architecture Document DocuSign Envelope ID: 456254FE-05AB-4C2A-B727-BD23EDC1471B 12.b Packet Pg. 334 Vers.: Aug. 5, 2019 Page 15 of 22 Task 3.2: System Engineering The key to AMI system engineering is working to ensure the IT aspect of integration is conducted successfully. E Source will plan, guide, and help CPAU ensure a successful combined IT system. E Source will work with CPAU and vendor to develop the requirements management plan (RMP) and requirements traceability matrix (RTM) that will collectively serve as the foundation throughout the design/develop/test phases of the software implementation and integration. The initial input for these requirements comes from the procurement requirements that the vendor has agreed to meet through contract negotiations. These are supplemented and further defined through the vendor design workshops and additional E Source workshops needed to assure documentation is complete. Ultimately, complete traceability is ensured so that a system-level requirement can be followed through its breakdown into smaller requirements, design elements and modules, and ultimately to the particular test case in which it is verified that the vendor successfully met the requirement. E Source will oversee the vendors’ technology development and deployment. This oversight will include: ► Working with the AMI vendor to ensure that the designed meter configurations are understood and fulfilled in mass manufacturing. ► Overseeing the vendor patch and upgrade process to ensure the proper requirements, design, and development activities are followed, and that a firmware release plan does not negatively impact the system acceptance testing. ► Assigning requirements to specific head-end software modules and software design criteria, such as pre-conditions, flow of events, alternate flows, exception flows, and post events, specified for development. ► Design reviews will be held at the appropriate times to ensure the vendors are properly interpreting the requirements. ► Coordinating what will be included within the different business releases of software and the timing of those releases throughout the entire project. TASK 3.2 DELIVERABLES − Requirements Management Plan (RMP) − Requirements Traceability Matrix (RTM) CPAU EFFORT TO SUPPORT TASK 3.2 − Provide existing IT governance and data center Service Level Agreements (SLAs) − Review measures of AMI technology performance Task 3.3: Testing Support E Source will work with the City and vendors to develop the integrated test plan that will provide high- level guidance for the execution of a graduated testing program. It will summarize the testing goals and objectives, as well as all known constraints (time, budget, resources, etc.); and verify the coordination mechanisms and timing with AMI infrastructure implementation, MDMS functionality, CIS modifications, and integration testing, meter and module installation, AMI technology, DocuSign Envelope ID: 456254FE-05AB-4C2A-B727-BD23EDC1471B 12.b Packet Pg. 335 Vers.: Aug. 5, 2019 Page 16 of 22 communications, and information technology requirements to execute the plan. The integrated plan will be developed via interactive workshops with the City’s project team, the selected project vendors, and required and business support groups. E Source’s approach to ensure thorough and effective testing for CPAU’s AMI deployment includes the following: ► Factory or Off-Site Testing – These are vendor-performed tests that verify functionality of the equipment or system and may involve standard integration checks with other systems. ► First Article Testing (FAT) – FAT is a familiar test conducted by the utility meter shop upon receipt of a new electric meter configuration. ► Alpha Proof of Concept (POC) Acceptance Testing – Utility-led testing on a cross section of meter types/forms/sizes on a test bench to confirm register read accuracy, interval read accuracy, read resolution, meter configuration, alert functionality, AMI system two-way communications, and other acceptance criteria as outlined in the POC Implementation Plan. This testing phase is critical to assure that the data produced by the meters and communicated by the endpoints and collectors is accurate. ► Beta POC Field Acceptance Testing – This testing verifies that the technical, functional and performance, and commercial specifications of the vendor Statement of Work (SOW) have been realized as expected for a subset of endpoints strategically deployed within the utility service territory. ► System Integration Testing – This testing brings all applicable systems together in testing to verify data sets are received and transformed properly, that data from a single source is properly routed to multiple destinations and that individual systems still perform as expected while integrated. ► User Acceptance or Business Process Testing – This testing verifies that the correct information flows through for a particular business process, including both mechanized and manual business processes. It is the final gate and ensures that the system functions and is aligned with requirements and processes that are used operationally. In this testing, a single trigger can initiate data transfers between multiple source and destination systems. It is the most comprehensive test of the complete set of business processes and maximizes to the extent possible the real-world use of the City’s integrated systems. Test cases are executed by City users of the systems on a day-by-day basis. E Source’s phased testing approach minimizes the City’s risk by providing early validation of the technologies in steps, so that any problems are identified early and corrected. A test readiness review (TRR) will be held before each testing phase to ensure that the system and personnel are prepared for the test. All discovered defects will be formally logged, managed, and resolved as appropriate until acceptance is achieved. Should issues be identified during the testing, E Source will work with applicable vendors and development teams to resolve those issues on behalf of the City. The clear documentation of the relationship between the requirement and test case included within the RTM makes it easier to DocuSign Envelope ID: 456254FE-05AB-4C2A-B727-BD23EDC1471B 12.b Packet Pg. 336 Vers.: Aug. 5, 2019 Page 17 of 22 pinpoint the problem that needs to be addressed. Once identified, E Source will support a corrective action process that ensures the problem is documented, root-cause is determined, corrective and preventive actions are taken, and retesting is performed to verify that the problem has been corrected. TASK 3.3 ASSUMPTIONS − Vendors complete adequate and acceptable unit testing of their deliverables − Vendors will support City-assigned testing − The City will dedicate testing resources during testing events to complete testing as quickly as reasonably possible TASK 3.3 DELIVERABLES − Integrated Test Strategy and Plan − Review of vendor test plans, procedures, and results documentation − Review of vendor proposed test cases − Review of utility proposed test cases Task 3.4: Training Support E Source will coordinate the timing and delivery of remote or on-site vendor training in accordance with the overall project schedule and coordinate with the CPAU PM regarding the availability, suitability, and readiness of a training environment and participants. E Source will review each vendor’s training plan submittal for completeness, including course descriptions, course agenda, equipment/system requirements, participants, and proposed timing. E Source may recommend additional training and other forms of end user training to supplement vendor training. E Source will work with each respective vendor and the CPAU PM to coordinate each training session and align the training plan with a proposed training schedule over the course of each phase of the project. TASK 3.4 DELIVERABLES − Review/edit vendor training plan(s) − Review/edit vendor training agenda(s) − E Source SME participation in vendor training activities Task 4: Field Deployment Oversight and Quality Assurance The AMI project involves the installation of thousands of meters and devices, and the careful coordination of the materials, labor, and data. E Source will support deployment planning and oversight to ensure the AMI meters and communications equipment are installed efficiently and with minimal disruption to existing utility systems and business processes. E Source will work with CPAU and the MIV to detail and document the numerous aspects of exchanging and/or retrofitting a utility’s meter population. E Source will conduct a series of discovery workshops with CPAU and MIV staff to develop the Field Deployment Plan. At a minimum, this plan will detail: ► Inventory management, warehouse logistics, and transfer of ownership ► Meter exchange and/or retrofit processes and procedures DocuSign Envelope ID: 456254FE-05AB-4C2A-B727-BD23EDC1471B 12.b Packet Pg. 337 Vers.: Aug. 5, 2019 Page 18 of 22 ► Deployment schedule and installer targets ► Customer communications ► Field issue reporting and resolution ► Management of Return to Utility meters (RTUs) ► Field installation quality assurance and audit ► Data quality assurance and audit This planning exercise will occur during the Beta phase of the project to prepare all parties prior to the ramp-up of MIV staff and operations for the full deployment. Once the overall deployment planning and logistics are established for the complete AMI system installation, the installation process will begin. Based on the final deployment plan approved by CPAU, E Source will monitor all subsequent work logistics and material planning and ordering to ensure a smooth roll out of the system. E Source will conduct field inspections of a select number of meter/endpoint installations. E Source’s field quality assurance experts will shadow the installer to actively observe and visit service locations post installation to confirm the installer(s) is following procedures. E Source will also oversee endpoint installation vendor activities including daily route management; QA, controls, and validation of all newly installed meters; tracking and assessment of all meter and module related exceptions encountered during installation; review and continuous reporting to CPAU on the progress of installations; and reporting on revisits required for appointment setting. TASK 4 ASSUMPTIONS − CPAU will designate appropriate field staff to assist and advise on issues discovered in the field by E Source field quality assurance staff. − E Source will work with CPAU to develop an agreed-upon field inspection percentage volume − E Source support will be reduced over the deployment period as CPAU resources gain more confidence in their operational and oversight capabilities. TASK 4 DELIVERABLES − Field Deployment Plan − Field Installation Quality Assurance Status Reports − Lead weekly production status meetings DocuSign Envelope ID: 456254FE-05AB-4C2A-B727-BD23EDC1471B 12.b Packet Pg. 338 Vers.: Aug. 5, 2019 Page 19 of 22 EXHIBIT “B” SCHEDULE OF PERFORMANCE – Phase 3 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. For clarity, milestones are shown below both by Task number and by expected completion date. Milestones by Task Start End Task 1.1: Project Management and Support October, 2021 December, 2025 Task 2.1: Business Process Design November, 2021 August, 2023 Task 2.2: Organizational Change Management October, 2021 September, 2023 Task 3.1 & 3.2: Solutions Architecture/Systems Engineering January, 2022 September, 2023 Task 3.3: Testing Support March, 2022 September, 2023 Task 3.4: Training Support August, 2022 September, 2023 Task 4.1: Installation Oversight and Quality Assurance June, 2023 March, 2025 DocuSign Envelope ID: 456254FE-05AB-4C2A-B727-BD23EDC1471B 12.b Packet Pg. 339 Vers.: Aug. 5, 2019 Page 20 of 22 EXHIBIT “C” COMPENSATION – Phase 3 The CITY agrees to compensate the CONSULTANT for professional 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. 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 NOT TO EXCEED AMOUNT A. Task 1.1: Project Management and Support $569,840 B. Task 2.1: Business Process Design $82,400 C. Task 2.2: Organizational Change Management $96,550 D. Task 3.1 & 3.2: Solutions Architecture / Systems Engineering $181,280 E. Task 3.3: Testing Support $103,950 F. Task 3.4: Training Support $41,600 G. Task 4.1: Installation Oversight and Quality Assurance $62,160 Sub-total Basic Services $1,137,780 Reimbursable Expenses $31,500 Total Basic Services and Reimbursable Expenses $1,169,280 Additional Services (Not to Exceed) $170,667 Maximum Total Compensation $1,339,947 DocuSign Envelope ID: 456254FE-05AB-4C2A-B727-BD23EDC1471B 12.b Packet Pg. 340 Vers.: Aug. 5, 2019 Page 21 of 22 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: Travel 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. All requests for payment of expenses shall be accompanied by appropriate backup information. All expenses 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. DocuSign Envelope ID: 456254FE-05AB-4C2A-B727-BD23EDC1471B 12.b Packet Pg. 341 Vers.: Aug. 5, 2019 Page 22 of 22 EXHIBIT “C-1” HOURLY RATE SCHEDULE – Phase 3 Work for additional tasks not within the scope of services provided by this document shall be billed at an hourly basis (and invoiced on a monthly basis), per resource, per the following rate table. Title Rate President $295.00 Executive Vice President $260.00 Vice President $220.00 Project Manager $220.00 Senior Manager $220.00 Principal Consultant $220.00 Senior Consultant $220.00 Consultant $160.00 DocuSign Envelope ID: 456254FE-05AB-4C2A-B727-BD23EDC1471B 12.b Packet Pg. 342 *NOT YET PASSED* 13460 CAB91021 Resolution No. XXXXX Resolution of the Council of the City of Palo Alto Authorizing the Commitment of Electric Special Project (ESP) Reserve funds for Advanced Meter Infrastructure Implementation-Related Expenditures via a Transfer of up to $8.4 million from the Electric Special Project (ESP) Reserve to the Smart Grid Technology Installation Project (EL-11014), and the Loan of up to $10.5 Million from the ESP Reserve to the Smart Grid Technology Installation Project (EL-11014) A. In 2011 (Resolution 9206) Council established the Electric Special Projects (ESP) Reserve to fund projects that benefit electric ratepayers. The fund reserve was established in 1983 to defray costs associated with the Calaveras Hydroelectric Project, with contributions from a ratepayer surcharge assessed between 1997 and 1999 to cover the potential for electric assets exceeding their value under deregulation. B. In 2015 (Resolution 9510), Council modified the guidelines for managing the ESP Reserve as follows: 1. The purpose of the ESP Reserve is to fund projects that benefit electric ratepayers; 2. ESP Reserve funds are to be used for projects of significant impact; 3. Projects proposed for funding must demonstrate a need and/or value to electric ratepayers. The projects must have verifiable value and not be speculative, or risky in nature; 4. Projects proposed for funding must be substantial in size, requiring funding of at least $1 million; 5. Set a goal to commit funds by end of FY 2017; and 6. Any uncommitted funds remaining at the end of FY 2022 will be transferred to the Electric Supply Operation Reserve and the ESP Reserve will be closed. C. Staff anticipates seeking Council approval to modify and update the ESP Reserve guidelines in 2022 and approval to extend the life of the ESP Reserve through 2030. D. As of June 30, 2021, the ESP Reserve balance is approximately $46.7 million, not including the interfund transfer and loan requested via this Resolution. E. There are sufficient ESP Reserve funds available to fund the Advanced Metering Infrastructure (AMI) project (the Project)’s electric-related expenditures for the benefit of electric ratepayers, and to loan funds to the Project to cover the water- and gas-related expenditures which also will benefit water and natural gas ratepayers. F. At the July 7, 2021 Utility Advisory Commission (UAC) meeting, UAC voted 5-1 (with Commissioner Metz voting against and Vice Chair Segal absent) to recommend using funds 12.c Packet Pg. 343 *NOT YET PASSED* 13460 CAB91021 from the ESP Reserve fund the AMI Project, through a commitment of ESP Reserve funds to cover the electric-related AMI expenses, and a loan of ESP Reserve funds to cover the water- and gas-related AMI expenditures. The Council of the City of Palo Alto does hereby RESOLVE as follows: SECTION 1. Transfer up to $18.9 million from the Electric Special Projects Reserve to the Smart Grid Technology Installation Project (EL-11014) for Advanced Meter Infrastructure implementation-related expenditures, as follows: 1. Transfer up to $8.4 million from the Electric Special Project (ESP) Reserve to the Smart Grid Technology Installation Project (EL-11014) for Electric AMI and smart grid-related expenditures; 2. Transfer up to $6.5 million from the ESP Reserve to the Smart Grid Technology Installation Project (EL-11014) for Water AMI and smart grid-related expenditures, structured as an inter-fund loan with a repayment term of 5 years with appropriate interest, with repayment to begin upon completion of the Project; and 3. Transfer up to $4.0 million from the ESP Reserve to the Smart Grid Technology Installation Project (EL-11014) for Gas AMI and smart grid-related expenditures as an inter-fund loan with a repayment term of 5 years with appropriate interest, with repayment to begin upon completion of the Project. 4. Individual fiscal year transfer amounts up to the totals listed in subsections 1-3 above will be determined based on annual CIP budgets, and are currently estimated to be $7 million in FY 2022, $7 million in FY 2023, and $4.9 million in FY 2024. SECTION 2. The Council finds that the fund transfers described in Section 1 above meet Council’s guidelines for managing the Electric Special Project Reserve, described in Recital B above. Council approves the commitment of ESP funds to support the electric AMI Project expenses, and the loan of ESP funds to support the water and gas AMI Project expenses. // // // // // // // 12.c Packet Pg. 344 *NOT YET PASSED* 13460 CAB91021 // SECTION 3. The Council finds that the adoption of this resolution to transfer and loan funds from the ESP to fund the Smart Grid Technology Installation Project (EL-11014) for Advanced Metering Infrastructure (AMI) and smart grid-related expenditures is categorically exempt under California Environmental Quality Act (CEQA) Guidelines section 15301(b) as a Project involving minor alteration of existing public utilities facilities and equipment, with negligible or no expansion of existing or former use; therefore, CEQA review is not required. INTRODUCED AND PASSED: October XX, 2021 AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: APPROVED: ________________________________ ________________________________ City Clerk Mayor ________________________________ ________________________________ Deputy City Attorney City Manager _______________________________ Director of Utilities 12.c Packet Pg. 345 City of Palo Alto (ID # 13513) City Council Staff Report Report Type: Action Items Meeting Date: 10/18/2021 City of Palo Alto Page 1 Title: Consideration of Policy and Services Committee Recommendations to Council on the Updates to Title 8 of Municipal Code (Tree Protection), Expanding the Role of the Parks & Recreation Commission, and Elevating the Position of Urban Forester. From: City Manager Lead Department: Public Works Recommendation Policy and Services Committee recommends that City Council: 1. Accept the redline changes to the Tree Ordinance including the “errata” presented by the resident “ad-hoc” group (Jeff Greenfield, Winter Dellenbach, Karen Holman, and Doria Summa); 2. Direct Staff to update redline section 8.10.055 (previously 8.10.050(e) 'Tree Replacement') to include a 36 month building moratorium consistent with the staff report recommendation to, "Consider adding additional restrictions for initiating planning or development review after an approved protected tree removal in the absence of (proposed) development"; 3. Accept the recommended Ordinance changes in the staff report to sections 8.04.050(a)(1), 8.10.010, and 8.10.040(b); 4. Direct Staff to make associated changes required in other code sections chapters to provide clarity and eliminate conflicting or circuitous language, such as: a. Delete language in 18.78.010(a) referring to 8.10.140; 5. Evaluate and consider the reallocation within the budget for the position of Urban Forester to Assistant Director level in the Public Works Department; 6. Discuss and direct Staff on the role of the Parks and Recreation Commission (PRC) serving as a community forum for urban forestry issues, and advising City Council on matters related to the Urban Forest Master Plan (UFMP) and other appropriate activities of the Urban Forestry (UF) section; 7. Policy and Services recommends that Staff forward our recommendations to the Council for consideration in September; and 13 Packet Pg. 346 City of Palo Alto Page 2 8. Direct Staff to explore possible tree planting incentives and programs for the public, as well as providing information accessible to the public regarding the nature of tree species, growth, and other parameters. Staff has provided an alternative recommendation in the report’s Executive Summary. Executive Summary Title 8 of Palo Alto Municipal Code (PAMC) contains regulations governing street trees, shrubs and plants (Chapter 8.04), weed abatement (Chapter 8.08), and tree preservation and management (Chapter 8.10). Proposed code updates include changes prompted by State law, specifically Executive Order B- 29-15, also known as the Model Water Efficient Landscape Ordinance. Additional updates focus on implementation of Council-approved policies contained in the 2030 Comprehensive Plan (Natural Environment Chapter), and the Urban Forest Master Plan. Other proposed changes range from significant policy questions, like expanding the types of protected trees and clarifying allowances for tree removal, to more clerical updates, like updating authorized officers and accounting for recent changes in other development-related codes (e.g. for Accessory Dwelling Units (ADUs)). The Policy and Services Committee discussed the proposed changes on August 10, 2021. Staff’s recommendation in the staff report was as follows: 1. Review and provide initial input to staff on the draft updated Tree Protection Ordinance (Attachment A of this packet) to include potential updates to Title 8 of Palo Alto Municipal Code related to trees and vegetation, and potential updates to policies within the Tree Technical Manual; and 2. Recommend that City Council direct staff to conduct additional interdepartmental coordination and community engagement, make appropriate revisions to the draft Ordinance, and return to Policy and Services Committee. As described in the Policy and Services Committee staff report, the second recommendation was made to allow additional consideration of proposed changes, including analysis of staffing and budgetary impacts of the changes, and community engagement that was not included in the initial development of the proposed changes. At the Policy and Services Committee meeting, the Committee voted 2-1 (Tanaka no) to recommend that Council adopt the proposed ordinance changes, including additional recommendations that were submitted to the Committee by a resident ad hoc group (hereinafter referred to as the resident group), and potential additional changes referenced in the staff report. The motion also included recommendations to change the placement of the Urban Forester position within the Public Works Department organizational structure, designate the Parks and Recreation Commission as a community forum for urban forestry issues, and explore tree planting programs and incentives. The motion did not include the community engagement and analysis of impacts of proposed changes recommended by staff. 13 Packet Pg. 347 City of Palo Alto Page 3 Alternative Recommendation Staff continues to believe that additional analysis and engagement are needed before proceeding with Council adoption of ordinance changes. Without guidance from Council, staff has not yet invested the time and resources to evaluate the additional proposed changes and their impacts but has instead brought this item to Council for discussion and action timely per the Policy and Services Committee’s recommendation. Staff recommends that Council direct staff to: 1. Use Policy and Services Committee recommendations 1-4 to develop an updated draft ordinance; 2. Analyze the workload, staffing, and budgetary impacts of the draft ordinance; 3. Conduct community engagement regarding the draft ordinance changes; 4. Following the analysis and community engagement, make appropriate revisions to the draft ordinance and return to City Council; and 5. Explore Policy and Services Committee recommendations 5, 6, and 8 and return to Council as needed to discuss and potentially implement the recommended programs. Background In 2015, the City adopted the Urban Forest Master Plan (UFMP). This plan contains many goals and policies that work to sustain and enhance Palo Alto’s Urban Forest. Many of the policies and goals listed in the UFMP are also tied to sustainability efforts contained in the 2030 Comprehensive plan and the Sustainability/Climate Action plan. The current Title 8 of PAMC pre-dates these documents by many years. UFMP policy 6.C directs staff to review the City’s Tree Protection Ordinance to ensure that it is aligned with the goals of the UFMP. No net loss of canopy is one of the most important policy statements of the Urban Forest Master Plan that is also echoed in the Comprehensive Plan and the Sustainability and Climate Action Plan. When trees are approved for removal during development, the policy may require replacements with desirable attributes such as native species, or large canopy at maturity as well as site appropriate soil volume, and water use so that canopy replacement will occur within fifteen years. Policies for tree protection contributed to a net gain in overall tree canopy cover in Palo Alto from 32.8 percent in 1982 to 37.6 percent in 2010. A study session (CMR 9478) was conducted at the Planning and Transportation Commission (PTC) meeting on September 12, 2018 to solicit feedback. The changes proposed in the report included an expansion of protected trees to include all Palo Alto locally native tree species with a trunk diameter size greater than 11.5 inches and all other tree species with trunk diameter size greater than 36 inches. Currently, Redwoods with 18 inches in diameter or larger and Oaks (Valley Oak and Coast Live Oak) with trunks of 11.5 inches in diameter or larger are protected under PAMC. 13 Packet Pg. 348 City of Palo Alto Page 4 Discussion Proposed Updates The following is a summary of the content-related updates that were presented to the Policy and Services Committee on August 10, 2021. Proposed changes to formatting or “Clean-Up” type changes are present in the proposed draft but are generally not discussed here. Chapter 8.04.020 Permit required for certain work Authorized officers have changed since Title 8 chapters were last amended or adopted. New officers have been created, notably the position of Urban Forester who is primarily responsible for the administration of Title 8. Staff recommends further edits in this section to include removal of the phrase “project managers in the urban forestry section” and the addition of “Urban Forester or their designee”. Chapter 8.08 WEED ABATEMENT Fire prevention is one impetus for the weed abatement requirements defined in Chapter 8.08. More intense fires have prompted new regulations for vegetation management from the State of California. Hence, expanded authority is recommended for Palo Alto’s authorized officers. Weed abatement and management regulations are also designed to combat the introduction and spread of invasive plants which may increase fire intensity or detract from native habitat. Proposed changes in this section allow for more authority by the Fire Marshal and Urban Forester to address weed abatement. Specific proposed changes to section 8.08.010 (Weeds as public nuisance) include: • Addition of parkland to the list of public places • Expansion to the definition of “weeds” to include: o “(3) Plants, shrubs, and trees determined by the Fire Marshal to constitute a fire menace due to their species, proximity to ignition sources, and high potential to endanger nearby buildings;” o “(5) Exotic and invasive plants having high potential to invade adjacent properties and high ecological impacts in the region as defined by the California Invasive Plant Council;” Additional proposed revisions in Chapter 8.08 specify the positions of “Fire Marshal” and “Urban Forester” as authorized officers for purposes of enforcement. Chapter 8.10 TREE PRESERVATION AND MANAGEMENT REGULATIONS Proposed changes to this chapter include a significant expansion of the types of protected trees covered by this ordinance, changes related to ongoing sustainability efforts, and changes concerning vegetation during development. 8.10.030 Tree Technical Manual: The California Model Water Efficient Landscape Ordinance (MWELO) prompted the creation of a Tree and Landscape Technical Manual to replace the existing Tree Technical Manual. This new policy document will function in a similar fashion with the addition of landscape technical requirements so that newly installed landscape meets 13 Packet Pg. 349 City of Palo Alto Page 5 sustainability, water conservation, and other goals. The purposes of the manual are to provide developers clear guidelines about required submissions to obtain permits, describe design and construction principles that meet City policies, and reference best practices. The new Tree and Landscape Technical Manual will be finalized once the substantive changes to Title 8 are agreed upon. 8.10.020 Definitions: The current draft expands the list of protected trees from the existing three native protected species (Valley Oak, Coast Live Oak & Coast Redwood) to all species considered native to Palo Alto as listed in the Urban Forest Master Plan. In addition, all trees over 36” in diameter at breast/standard height (DBH) would be protected, excluding invasive species as defined by the California Invasive Plant Council (Cal-IPC), and high water users as defined by the Department of Water Resources (DWR) Water Use Classification of Landscape Species (WULCOS) list. Expanding the types of protected trees as defined in Section 8.10.020 would assist the City in achieving goals and benchmarks contained in the Sustainability/Climate Action Plan (Natural Environment Element), 2030 Comprehensive Plan (Natural Environment Chapter), and the Urban Forest Master Plan. Expansion of protected trees would also increase the staff resources needed to review and inspect various types of planning applications and development permits. Enforcement may become more complex or time consuming with the addition of species and individual trees that are protected. This broad change has the potential to restrict or complicate development throughout the City, and to stop property owners from removing existing trees if they want to make a change in the use of their property, once those trees become protected under an updated ordinance. Current protected status Oaks and Redwoods often prompt adjustments such as a shift in the building footprint, low impact construction techniques, or compatible landscape. Additional protected tree requirements will increase the complexity of achieving full utilization of a property. Overall, because the ordinance does allow some removal of trees in connection with development, the most significant influence is likely to be on landscape and features outside the primary building footprint, particularly with features that interact with adjoining properties. 8.10.040 Disclosure of information regarding existing trees: Proposed changes clarify what trees must be disclosed when seeking development approval. With regards to non-protected tree disclosure the draft includes the phrase “within thirty feet”. Staff recommends clarifying that statement by changing the language to “within thirty feet of proposed building footprint”. This clarification is included in the attached draft ordinance. 8.10.050 Prohibited acts.: The proposed changes in this section are intended to clarify under what circumstances a protected tree may be removed and what mitigation measures (if any) will apply to each situation type. Although changes to 8.10.050(b) are intended to be non- substantive, they reflect staff's understanding of the current ordinance as it relates to 13 Packet Pg. 350 City of Palo Alto Page 6 protected trees within the "buildable area" of a single-family lot. This was the topic of some discussion in recent hearings regarding Castilleja school. One potential modification could be to change the reference to "development on a single-family lot" to "development of a single- family use.” Items Requiring Further Study: Staff recommends additional analysis, outreach and/or discussion on the following portions of the ordinance. • 8.10.020 Definitions: Updates to protected trees. Staff would like to see additional discussion focused on this item. o The current draft refers to a list of Palo Alto locally native species included in the UFMP. Consider listing specific species in the ordinance for clarity. o Exemptions based on external lists (Cal-IPC and WULCOS) are used. Should exempted species also be specifically listed in the ordinance, or is listing in the Tree and Landscape Technical Manual adequate? o Other neighboring municipalities have updated their tree ordinances since this code was last adopted/amended. Several of these ordinances also have lower size thresholds for tree protection based on DBH, but allow removal of “protected” trees. Consider lowering the size trigger for tree protection from the current 36” DBH contained in the draft. ▪ Menlo Park’s ordinance protects (removal or major pruning require a permit, replacement required) oaks over 10” DBH and all other tree species over 15” DBH. ▪ The ordinances of Redwood City and Sunnyvale protect (removal requires a permit, replacement required) any trees over 12” DBH. ▪ East Palo Alto’s ordinance protects (removal requires a permit, replacement required) all trees over 24” BDH. o As noted elsewhere in the report, expanding the definition of protected trees may restrict or complicate development projects, and the impact on staff time for review of development applications requires assessment. o The statement “Any tree designated for carbon sequestration and storage and/or environmental mitigation purposes as identified in an agreement between the property owner and a responsible government agency or recorded as a deed restriction;” was to be added to the definition of “Protected” trees. After additional internal review, staff believes this may not be needed if trees designated for a carbon credit program are already protected by the program terms of agreement or deed restriction, and that designating such a tree as protected may introduce confusion due to provisions that allow removal of protected trees under some circumstances. Staff recommends further review on this topic. • 8.04.020 to 8.04.040 Public Tree Permits: These sections cover situations where residents may request permission to perform private tree work on public trees. Current 13 Packet Pg. 351 City of Palo Alto Page 7 language is not very clear on the process. Consider revising these sections for increased clarity in ordinance. • 8.04.050 Public nuisances: Vegetation management requirements are likely to become more stringent for utility line clearance, thus expanding the application of public nuisance declaration as defined in Chapter 8.04. Review and confirm that the current section language is adequate to address this potential need. • 8.10.140 Appeals: Updates to the appeals process are not included in the draft Ordinance. Appeal options are available for neighbors of entitlement applications such as Individual Review for a new two-story home, however these appeal rights do not extend to most other application types. For example, an application to remove a protected tree, apart from development, may only be appealed by the property owner who is denied a permit (Title 8.10.140). Some residents have suggested that the Ordinance should allow a resident to appeal when a permit is issued for removal of a protected tree that is not part of a development project. • 8.10.050 Prohibited acts: o Consider adding additional restrictions for initiating planning or development review after an approved protected tree removal in the absence of development. o Revise proposed (e)(2) language to strive for no net loss of canopy in all situations in which a protected tree is removed. Consider creating three different levels of re-planting requirements based on category of removal. For example; ▪ If a protected tree is approved for removal as part of a planning review or building permit, the removed tree must be replaced per the Tree and Landscape Technical Manual (see (e)(1) in draft). ▪ If a protected tree is approved for removal in the absence of development due to crowding of an adjacent protected tree or impact to the foundation/eves of a primary residence, the removed tree must be replaced per the Tree and Landscape Technical Manual. ▪ If a protected tree is removed in the absence of development because it is dead, hazardous or constitutes a nuisance under section 8.04.050(2) it should be replaced by a native or climate adapted species of similar canopy stature. Ordinance Changes Proposed by Resident Group: The following is a summary of the changes proposed by the resident group (see Attachment B for the proposal and errata): The proposed ordinance submitted by the resident group included many changes across all chapters. These changes can be grouped into three broad categories. • Technical writing and style changes for consistency and clarity between chapters across the ordinance. • Changes that address issues raised by Staff referenced earlier in this report. • Additional changes to increase protection of Palo Alto’s urban forest. 13 Packet Pg. 352 City of Palo Alto Page 8 Technical writing and style changes summary: The proposed changes in this category help tie the chapters of this ordinance together into a more cohesive document. The most notable changes are: • Streamlining definitions to avoid repeating definitions in subsequent chapters. • Addition of purpose statements to all chapters. • Updates to numbering, text style and indents for consistency. Changes that address issues raised by Staff: Below is a summary of resident group changes that address specific issues raised by staff: • 8.10.040 – Tree disclosure requirements changed to read “…within thirty feet of the building footprint…” • 8.04.020 to 8.04.040 Public Tree Permits – resident group proposal further clarifies the process and separates “Enforcement and penalties for violation” out from 8.04.020 into 8.04.045. Section 8.04.020 would then focus solely on Permit details. • 8.04.050 Public nuisances – Changes of the term “Street tree” to “public tree” and addition of “shrub, hedge, or plant” to the list of vegetation. • 8.10.140 Appeals – The resident group proposal applies the appeal process already present in 18.77 of municipal code to the removal of protected trees with the following additions: o Notification of removal in writing to residents within 600 feet is required. o Notification of principal urban forestry partner organizations required o Notification of decision on tree removal application required to be sent to residents within 600 ft. o Residents within 600 feet may appeal removal approval. • 8.10.050 Prohibited acts – The resident group proposal separates out “Tree Replacement” as 8.10.055 and allows for discretion regarding required mitigation measures with the removal of dead, hazardous, or nuisance (8.04.050) protected tree. Changes that increase protection of Palo Alto’s Urban Forest: While most of the proposed changes are intended to increase tree protection, the following is a summary of proposed resident group changes not referenced by staff in the report to Policy and Services: • 8.10 – Addition of a “designated arborist” system. Under this system the City would maintain a list of selected certified arborists that would be hired by the City at a development applicant’s expense. These arborists would likely be selected through an RFP process (or similar) and would conduct all tree reports associated with development applications. • 8.10.020 – Addition of root area to the definition of “Excessive pruning”. • 8.10.020 – Protected tree changes. Instead of protecting the entire list of 22 locally native trees as listed in the Urban Forest Master Plan, the resident group submission proposes only six drought tolerant native species to be protected at 11.5 inches DBH or greater. In addition to the proposed changes in protected species, the resident group submission lowers the protected size threshold for all other species from the staff 13 Packet Pg. 353 City of Palo Alto Page 9 proposed 36 inches DBH to 18 inches DBH. • 8.10.20 – Addition of tree death or permanent damage due to underwatering to the definition of “removal”. • 8.10.50 – Change title from “Prohibited acts” to “Removal of protected trees”. In addition, the following change is proposed for 8.10.050 b,2 & d – Addition of the phrase “…and there is no financially feasible and reasonable design alternative that would permit the preservation of the tree…” • 8.10.070 – Care of protected trees. Added language detailing specific actions that may lead to death or permanent damage of a protected tree. Other Items Proposed by Resident Group In addition to the proposed ordinance changes detailed above, the resident group also suggested additional non-ordinance changes related to urban forestry in Palo Alto. Designation of the Parks & Recreation Commission (PRC) as a forum for public outreach for staff on Urban Forestry related items. At the PRC meeting in October 2019, the concept of using the PRC as a forum for public outreach on Urban Forestry issues was discussed. As a result, the commission designated a PRC ad-hoc committee to look at this suggestion further. The PRC ad-hoc committee included Vice Chair Jeff Greenfield and Commissioner Keith Reckdahl. After several meetings with City staff, a draft outline regarding potential details of this UF/PRC relationship was created by the PRC ad- hoc committee. Included in the attachments to this staff report is the most recent draft of this document (ATTACHMENT C). Based on both the draft document and discussion during the October 2019 PRC meeting, the Urban Forester or their designee would provide a quarterly update to the PRC and communicate monthly with the ad-hoc committee or liaison. One of these updates would be an annual update on the state of the urban forest. Urban Forestry issues could be brought to PRC outside of the quarterly reporting schedule if necessary. This partnership between Urban Forestry and the PRC would have a potential impact on urban forestry section staff resources. Staff time would be needed to prepare the annual report and to present the report at the PRC meeting. Preparation of quarterly reports would vary in staff time required depending on whether there were items to present to the PRC or not during a particular quarter. Staff anticipates that the total time required for participation in quarterly updates, annual reporting, and discussion of UF items could vary greatly from year to year. Initial estimates of staff time required are between 50 and 110 hours per year. Staff recommends that the stakeholder engagement and analysis next steps include reviewing the current draft description of the UF/PRC relationship with the PRC. Stakeholder Engagement Significant stakeholder engagement was associated with individuals and groups who were involved in the development of the Urban Forest Master Plan and/or Tree and Landscape 13 Packet Pg. 354 City of Palo Alto Page 10 Technical Manual. A presentation was provided to the Planning and Transportation Commission on September 12, 2018. Staff recommends additional outreach to receive input from other stakeholders such as architects, homeowners, and the real estate community. Reviews by the Architectural Review Board and the Parks and Recreation Commission are also recommended. Since this item was included in the agenda for the August Policy & Services Committee meeting staff has received input from several residents regarding individual circumstances under which the Title 8 tree protections were believed to be overly protective. Two situations described to staff included existing damage to residences by trees where the removal of the trees is not allowed under the current ordinance. In both examples, the proposed changes to Title 8 would successfully address this issue, allowing removal of protected trees when they are found to be “impacting the foundation or eaves of a primary residence”. Timeline Staff proposes the following steps for completing revisions to Title 8 and the Tree and Landscape Technical Manual: • October-November 2021: Development of updated draft ordinance incorporating Council direction. • November-February 2021: Analyze workload and budgetary impacts of protected tree species expansion and other changes; Conduct additional outreach, Architectural Review Board, and Parks and Recreation Commission study sessions. • April 2022: Council approval of updated Title 8 and City Manager approval of Tree and Landscape Technical Manual; Council discussion and potential action on Policy and Services recommendations 5, 6, and 8. Resource Impact No budget amendments are required at this time. However, budget alignments may be needed in order to implement changes recommended for consideration by this report. As the Council works through this timeline and updates to Title 8, resource impacts will be included in future analysis for consideration. Possible resource impacts may include: • Additional staff resources; o Increased workload for Urban Forestry development review staff, potentially in both number of reviews required and increased level of scrutiny for reviews due to increased number of protected trees. o Additional staff resources needed for field inspection and enforcement of additional requirements for planning applications or permits for development projects. o Additional staff resources needed to implement proposed notification requirements for protected tree removal permits. o Costs associated with possible elevation of Urban Forester position to Assistant Director level. 13 Packet Pg. 355 City of Palo Alto Page 11 o Additional staff resources associated with increased administrative responsibilities and a potential increase in protected tree removal permit applications. • Additional resources may be needed to evaluate and possibly adjust current fee structure for Urban Forestry related development review tasks. • Additional multi-departmental resources needed to research and implement the proposed “Designated Arborist” system for development related tree reports. • Other costs may include; o Inventory management costs associated with an increased number of designated private trees. o Cost to analyze private tree data from previous development projects. Predicting the extent of impact on staff that an expansion of protected trees will have is difficult as no tree inventory of private properties currently exists. If the street tree population is used as a representative sample, all Palo Alto locally native species combined constitute 10.04 percent of total trees. Those currently regulated are 4.48 percent Coast Live Oak, 2.32 percent Redwood, and 1.32 percent Valley Oak. Therefore, regulating all other native species adds 1.92 percent more trees, which is a 24 percent increase in the number of protected trees by species. Tree species other than Palo Alto locally native species with a diameter equal to or larger than thirty-six inches account for 2.01 percent of the street tree population. In total, the proposed increase in protected trees (by both species and size) is estimated (based on the street tree population) to add 4 percent more protected trees which is a 40 percent increase over current numbers. Staff recommends analyzing tree data from past planning and development applications to gain better insight into the impact on staff time an increase in protected trees will have. Using the street tree population as a representative sample is helpful to illustrate potential impacts, but an accurate sample of private trees would be more useful. Current staffing levels for the Urban Forestry Section include a total of 10 field staff positions and 4 office staff positions. Of those 14 positions, 3 are currently vacant (21.4%). These include 1 urban forester, 1 tree trimmer/line clearer, and 1 tree maintenance specialist. 13 Packet Pg. 356 City of Palo Alto Page 12 8 FTE 2 FTE 1 FTE 2 FTE 1 FTE Urban Forestry Section Staff Tree Trimmer/Line Clearer Tree Maintenance Specialist Landscape Architect Project Manager Urban Forester The 10 FTE positions that make up the urban forestry field staff include 1 Tree Lead, 7 Tree Trimmer/Line Clearers, and 2 Tree Maintenance Specialists. Potential changes to Title 8 would primarily impact the 4 office staff positions in urban forestry. These include 2 Project Managers, 1 Landscape Architect and 1 Urban Forester. Based on the current workload of UF office staff positions, staff estimated what percentage of time was currently devoted to each of four main work classifications. These classifications are Supervision/Management, Contract Administration, Development Review/Inspections and Policy Planning/Program Implementation. The equivalent of 2 FTEs are addressing the current workload related to areas impacted by Title 8 revisions, Development Review/Inspections and Policy Planning/Program Implementation. Even with existing regulations and staffing levels, the Urban Forestry Section often struggles to meet development permit plan review targets established by the Planning and Development Services Department, sometimes impacting progress of priority projects such as building electrification and Accessory Dwelling Units. If Title 8 revisions result in increased staff time for development review or add new additional staff duties, current staffing levels will be insufficient to address these needs. 13 Packet Pg. 357 City of Palo Alto Page 13 1.55 FTE 1.1 FTE 0.9 FTE 0.45 FTE UF Office Staff Resource Allocation (Est. FTE per category) Development Review/Inspections Supervision/Management Contract Administration Policy Planning/Program Implementation Policy Implications Title 8 ordinance changes will assist with meeting the following goals and objectives from these related policy documents. Sustainability/Climate Action Plan (Natural Environment Element) • GOALS o Restore and enhance resilience and biodiversity of our natural environment o Increase tree canopy to 40% city-wide coverage by 2030 • KEY ACTIONS o 1. Explore programs and policies that use Palo Alto’s public and private natural capital (e.g., canopy, soils, watersheds) to provide carbon sequestration and other environmental benefits o 2. Evaluate and modify plant palette selection in project plans to maximize biodiversity and soil health to adapt to the changing climate, and incorporate buffers for existing natural ecosystems o 3. Coordinate implementation of the Urban Forest Master Plan, Parks Master Plan, and other city-wide functions through interdepartmental collaboration of the City’s internal Sustainability Leadership Team o 4. Expand the requirements of the Water Efficient Landscape Ordinance (WELO) to increase native and drought-tolerant species composition. o 6. Ensure No Net Tree Canopy Loss for all projects 2030 Comprehensive Plan (Natural Environment Chapter) • Policy N-1.2 Maintain a network of parks and urban forest from the urban center to the 13 Packet Pg. 358 City of Palo Alto Page 14 foothills and Baylands that provide ecological benefits and access to nature for all residents. • Policy N-1.3 Program N1.3.2 Provide information and support programs that encourage residents to enhance their private yards with native plant species and low impact landscaping. • Policy N-2.2 Use the UFMP, as periodically amended, to guide City decisions related to all elements of Palo Alto’s urban forest, from its understory habitat to canopy cover. o Program N2.2.1 Periodically update the UFMP and Tree Protection Ordinance to ensure policies and regulations set leading standards for tree health practices. • Policy N-2.3 Enhance the ecological resilience of the urban forest by increasing and diversifying native species in the public right-of-way, protecting the health of soils and understory vegetation, encouraging property owners to do the same and discouraging the planting of invasive species. • Policy N-2.6 Improve the overall distribution of citywide canopy cover, so that neighborhoods in all areas of Palo Alto enjoy the benefits of a healthy urban canopy. • Policy N-2.9 Minimize removal of, and damage to, trees due to construction-related activities such as trenching, excavation, soil compacting and release of toxins. o Program N2.9.1 Increase awareness, severity and enforcement of penalties for tree damage. • Policy N-2.10 Preserve and protect Regulated Trees, such as native oaks and other significant trees, on public and private property, including landscape trees approved as part of a development review process and consider strategies for expanding tree protection in Palo Alto. o Program N2.10.1 Continue to require replacement of trees, including street trees lost to new development. o Program N2.10.2 As part of the update of the Tree and Landscape Technical Manual, consider expanding tree protections to include additional mature trees and provide criteria for making site-specific determinations of trees that should be protected. o Program N2.10.3 Consider revisions to the permit process to increase transparency regarding tree removals and expanded opportunities for community members to appeal the removal of trees. Urban Forest Master Plan • Policy 1.A. Strive for: o A greater percentage of native, drought-tolerant, and fruit tree species. o No loss of benefits—as defined in iTree eco analysis (or other peer-reviewed benefits-estimation model.) o Increased habitat, health, and social benefits. • Policy 2.A. Conserve and grow native and introduced climate adaptive tree population to regenerate and recover native woodland ecosystem on a landscape scale. • Policy 6.C. Strive for no net loss /increase in canopy cover. o Program 6.C.i. Continue to enforce the City’s Tree Protection Ordinance but also 13 Packet Pg. 359 City of Palo Alto Page 15 review it to ensure that it reflects state water efficiency standards as well as this master plan’s goals for regeneration of native woodland landscape. • Policy 6.H. Minimize the negative effect on the urban forest from development and infrastructure maintenance Environmental Review The proposed code amendments have been assessed in accordance with the authority and criteria contained in the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and the environmental regulations of the City. Specifically, the proposed amendments have been determined to be exempt from further environmental review pursuant to CEQA Guidelines Section 15061(b)(3) because it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. In the event Section 15061(b)(3) is found not to apply, the ordinance is also exempt under Section 15308 because it involves regulatory action for the protection of the environment. Attachments: • Attachment13.a: ATTACHMENT A - Ordinance Repealing and Restarting Ch 8.04, 8.08. and Repealing Ch 8.10 (Tree Preservation and Management Regulations) Restating as Ch 8.10 (Landscape and Tree Management Regulations) • Attachment13.b: ATTACHMENT B - Community Ad-Hoc Proposed Title 8 Changes and Other Recomendations • Attachment13.c: ATTACHMENT C - Draft PRC - UF relationship_10.4.21 13 Packet Pg. 360 1 0160051_20210729_ay16 *NOT YET APPROVED* Ordinance No.____ Ordinance of the Council of the City of Palo Alto Repealing and Restating Chapter 8.04 (Street Trees, Shrubs, and Plants); Repealing and Restating Chapter 8.08 (Weed Abatement); and Repealing Chapter 8.10 (Tree Preservation and Management Regulations) and Restating it as Chapter 8.10 (Landscape and Tree Management Regulations) of Title 8 (Trees and Vegetation) of the Palo Alto Municipal Code. The Council of the City of Palo Alto ORDAINS as follows: SECTION 1. Findings and Declarations. The City Council finds and declares as follows: SECTION 2. Chapter 8.04 (Street Trees, Shrubs, and Plants) of Title 8 (Trees and Vegetation) of the Palo Alto Municipal Code is hereby amended by repealing in its entirety Chapter 8.04 and adopting a new Chapter 8.04 to read as follows: Chapter 8.04 Street Trees, Shrubs, and Plants Sections: 8.04.010 Definitions. 8.04.015 Authority of city. 8.04.020 Violations – Penalty - Enforcement. 8.04.030 Application for permit. 8.04.040 Issuance of permit. 8.04.050 Public nuisances. 8.04.060 Abatement of public nuisances. 8.04.070 Damage to public trees. 8.04.080 Interference with enforcement. 8.04.090 Adoption of regulations. 8.04.10 Definitions. (a) For the purposes of this chapter the following words shall have the meaning ascribed to them in this section: (1) "Person" means individuals, firms, associations and corporations, and agents, employees or representatives thereof. (2) "City" means the city of Palo Alto acting by and through its authorized representatives. (3) "Street" means and includes all land lying between the boundaries of property abutting on all public streets, boulevards, alleys and walks. (4) "Parks" means and includes all parks to which names have been given by action of the city council. 13.a Packet Pg. 361 2 0160051_20210729_ay16 *NOT YET APPROVED* (5) "Public places" means and includes all grounds, other than streets or parks, owned by or leased to and under the control of the city of Palo Alto. (6) "Street tree" means and includes any woody perennial plant having a single main axis or stem commonly achieving ten feet in height and capable of being shaped and pruned to develop a branch-free trunk at least nine feet in height. (7) "Shrub" means and includes any woody perennial plant, normally low, several- stemmed, and capable of being shaped and pruned without injury, within the area planted. (8) "Hedge" means and includes any plant material, shrub or plant, when planted in a dense, continuous line or area, as to form a thicket or barrier. (9) "Plant" means and includes all other plant material, non-woody, annual, or perennial in nature, not necessarily hardy. (10) "Street trees, shrubs, or plants" means and includes any tree, shrub, or plant in any street, park or public place in the city of Palo Alto. 8.04.015 Authority of city. The City of Palo Alto shall have control of all street trees, shrubs and plants now or hereafter in any street, park or public place within the City limits, and shall have the power to plant, care for, and maintain such trees, shrubs and plants. 8.04.20 Violations- Penalty- Enforcement. (a) Unless authorized by permit, no person shall: (1) Plant, remove, top, or in any way damage, destroy, injure or mutilate a street tree. (2) Fasten any sign, wire, or injurious material to any street tree. (3) Excavate any ditch or tunnel; or place concrete or other pavement within a distance of ten feet of the center of the trunk of any street tree. (b) Violation of this section is a misdemeanor, punishable as provided in this code. Each day of violation constitutes a separate offense and may be separately punished. (c) Persons employed in the following designated employee positions are authorized to exercise the authority provided in Penal Code Section 836.5 and are authorized to issue citations for violations of this chapter: deputy assistant director of public works operations public services division, managing urban forester or designee, arborist, planning arboristproject managers in the urban forestry section, landscape architect, and code enforcement officer. 8.04.030 Application for permit. Any person desiring to do any of the work described in Section 8.04.020 may apply for a permit so to do. The applicant shall state the nature of the work and the location where it will be done. 13.a Packet Pg. 362 3 0160051_20210729_ay16 *NOT YET APPROVED* 8.04.40 Issuance of permit. (a) A permit shall be issued authorizing so much of the work as: (1) Will not create, continue or aggravate any hazardous condition, or public nuisance; (2) Will not prevent or interfere with the growth; location or planting of approved street trees; (3) Is consistent with the planting plan being followed by the city. 8.04.50 Public nuisances*. (a) The following are, for the purposes hereof, defined to be public nuisances: (1) Any dead, diseased, infested, or dying tree in any street; or on any private property so near to any street tree as to constitute a danger to street trees, or streets, or portions thereof or members of the public property. (2) Any tree or shrub on any private property or in any street, of a type or species apt to destroy, impair or otherwise interfere with any street improvements, sidewalks, curbs, approved street trees, gutters, sewers, other public improvements, including utility mains or services. (3) Any tree limb, shrub, hedge, or plant reaching a height more than three feet above the curb grade adjacent thereto, except tree trunks having no limbs lower than nine feet above curb grade, within the thirty-five foot triangle of public or private property, measured from the projected curb lines, at the intersections of any street improved for vehicular traffic where either traffic signals, stop signs, or yield signs are not installed, or at any intersections which are determined by the chief transportation official to contain tree limbs, shrubs, hedges, or plants that obscure and impair the view of passing motorists, cyclists or pedestrians so as to create a safety hazard. (4) Vines or climbing plants growing into or over any street tree; or any public hydrant, pole or electrolier. (5) Existence of any tree within the city limits that is infested, infected or in danger of becoming infested or infected with objectionable insects, scale, fungus or growth injurious to trees. (6) The existence of any branches or foliage which interfere with visibility on, or free use of, or access to, obstruct public vehicular or pedestrian travel on any portion of any street improved for vehicular or pedestrian travel. (7) Hedges or dense thorny shrubs and plants on any street or part thereof. (8) Shrubs and plants more then than two feet in height in any street, measured above top of curb grade. / / 13.a Packet Pg. 363 4 0160051_20210729_ay16 *NOT YET APPROVED* 8.04.060 Abatement of public nuisances When any public nuisance as defined herein exists, a notice may be sent by ordinary United States mail to the owner or tenant involved. Such notice shall describe the condition, state the work necessary to remedy the condition, and shall specify the time within which the work must be performed. If, at the end of the time specified, such work has not been performed, the city may perform such work, and the cost thereof shall constitute a charge against such owner or tenant, and such charge shall be a lien on such property. 8.04.070 Damage to street public trees. Damages to any street, park, or other publicly- owned tree, caused by any act or omission by any person, whenever such act or omission is prohibited by or not authorized pursuant to this chapter, shall be charged to such person or persons. 8.04.080 Interference with enforcement. No person shall interfere with or delay the authorized representatives of the city from the execution and enforcement of this chapter, except as provided by law. 8.04.090 Adoption of regulations. The city may adopt regulations prescribing standards of landscaping and planting of streets, parks and public places, therein. A copy of such regulations shall be available for public inspection upon request, and all work performed in streets, parks or public places shall be performed in accordance therewith. SECTION 3. Chapter 8.08 (Weed Abatement) of Title 8 (Trees and Vegetation) of the Palo Alto Municipal Code is hereby amended by repealing in its entirety Chapter 8.08 and adopting a new Chapter 8.08 to read as follows: Chapter 8.08 Weed Abatement Sections: 8.08.010 Weeds as public nuisance. 8.08.020 Resolution declaring nuisance. 8.08.030 Form and publication of notice. 8.08.040 Hearing - Power of council. 8.08.050 Order to abate nuisance. 8.08.060 Account and report of cost. 8.08.070 Notice of report. 8.08.080 Hearing on cost assessment. 8.08.090 Collection on tax roll. 13.a Packet Pg. 364 5 0160051_20210729_ay16 *NOT YET APPROVED* 8.08.10 Weeds as public nuisance. (a) No owner, agent, lessee or other person occupying or having charge or control of any building, lot or premises within the city shall permit weeds to remain upon the premises, or public sidewalks, or encroach into any parkland (including any weeds encroaching over fences), or streets, or alleys between the premises and the center line of any public street or alley. (b) The word "weeds" as used in this chapter, means all weeds growing upon streets, alleys, sidewalks, or private property in the city and includes any of the following: (1) Weeds which bear or may bear seeds of a downy or wingy nature; (2) Weeds and indigenous grasses which may attain such large growth as to become, when dry, a fire menace to adjacent improved property; (3) Plants, shrubs, and trees determined by the Fire Marshall to constitute a fire menace due to their species, proximity to ignition sources, and high potential to endanger nearby buildings; (34) Weeds which are otherwise noxious or dangerous; (5) Exotic and invasive plants having high potential to invade adjacent properties and high ecological impacts in the region as defined by the California Invasive Plant Council; (46) Poison oak and poison ivy when the conditions of growth are such as to constitute a menace to the public health; (57) Accumulations of garden refuse, cuttings and other combustible trash. (c) Every property owner shall remove or destroy such weeds from his property, and in the abutting half of any street or alley between the lot lines as extended. 8.08.020 Resolution declaring nuisance. Whenever any such weeds are growing upon any private property or properties or in any street or alley within the city, the council shall pass a resolution declaring the same to be a public nuisance and order the fire chief to give notice of the passage of such resolution as herein provided, and stating therein that, unless such nuisance is abated without delay by the destruction or removal of such weeds, the work of abating such nuisance will be done by the city authorities, and the expense thereof assessed upon the lots and lands from which, and/or in the front and rear of which, such weeds shall have been destroyed or removed. Such resolution shall fix the time and place for hearing any objections to the proposed destruction or removal of such weeds. 8.08.30 Form and publication of notice. (a) Such The Fire Chief or Urban Forester shall cause to be published a public notice shall bein substantially in the following form: 13.a Packet Pg. 365 6 0160051_20210729_ay16 *NOT YET APPROVED* NOTICE TO DESTROY WEEDS NOTICE IS HEREBY GIVEN that on , 20__ , pursuant to the provisions of Section 8.08.020 of the Palo Alto Municipal Code, the City Council passed a resolution declaring that all weeds growing upon any private property or in any public street or alley, as defined in Section 8.08.010 of the Palo Alto Municipal Code, constitute a public nuisance, which nuisance must be abated by the destruction or removal thereof. NOTICE IS FURTHER GIVEN that property owners shall without delay remove all such weeds from their property, and the abutting half of the street in front and alleys, if any, behind such property, and between the lot lines thereof as extended, or such weeds will be destroyed or moved and such nuisance abated by the city authorities, in which case the cost of such destruction or removal will be assessed upon the lots and lands from which, or from the front or rear of which, such weeds shall have been destroyed or removed; and such cost will constitute a lien upon such lots or lands until paid, and will be collected upon the next tax roll upon which general municipal taxes are collected. All property owners having any objections to the proposed destruction or removal of such weeds are hereby notified to attend a meeting of the Council of said city, to be held in the Council Chamber of the City Hall in said city on __, 20 , at seven p.m., when and where their objections will be heard and given due consideration. Date , 1920 Fire Chief or Urban Forester City of Palo Alto (b) Such notice shall be published at least twice in a newspaper published and circulated in said city, the first publication of which shall be at least ten days prior to the time fixed by the council for hearing objections. 8.08.040 Hearing - Power of council. At the time stated in the notice, the council shall hear and consider any and all objections to the proposed destruction or removal of such weeds, and may continue the hearing from time to time. The council, by motion or resolution, shall allow or overrule any or all objections, if any, after which the council shall thereupon be deemed to have acquired jurisdiction to proceed and perform the work of destruction and removal of such weeds. 8.08.050 Order to abate nuisance. The council shall by resolution order the fire chief or urban forester to abate such nuisance, or cause the same to be abated, by having the weeds referred to destroyed or removed, and the fire chief or urban forester and his deputies, assistants, employees, contracting agents or other representatives are hereby expressly authorized to enter upon private property for that purpose. 13.a Packet Pg. 366 7 0160051_20210729_ay16 *NOT YET APPROVED* Any property owner shall have the right to destroy or remove such weeds himself, or have the same destroyed or removed at his own expense; provided that such weeds shall have been removed prior to the arrival of the fire chief or urban forester or his authorized representatives to remove them. 8.08.060 Account and report of cost. The fire chief or urban forester shall keep an account of the cost of abating such nuisance and embody such account in a report and assessment list to the city council, which shall be filed with the clerk. Such report shall refer to each separate lot or parcel of land by description sufficient to identify such lot or parcel, together with the expense proposed to be assessed against each separate lot or parcel of land. 8.08.070 Notice of report. The city clerk shall post a copy of such report and assessment list on the bulletin board near the entrance door at the City Hall, together with a notice of the filing thereof and of the time and place when and where it will be submitted to the city council for hearing and confirmation, notifying property owners that they may appear at such time and place, and object to any matter contained therein. A like notice shall also be published twice in a newspaper of general circulation, published and circulated within the city. The posting and first publication of said notice shall be made and completed at least ten days before the time such report shall have been submitted to the city council. Such notice, as so posted and published, shall be substantially in the following form: NOTICE OF HEARING ON REPORT AND ASSESSMENT FOR WEED ABATEMENT NOTICE IS HEREBY GIVEN that on , 20 __, the Fire Chief or Urban Forester of the City of Palo Alto filed with the City Clerk of said city a report and assessment on abatement of weeds within said city, a copy of which is posted on the bulletin board at the entrance to the City Hall. NOTICE IS FURTHER GIVEN that on , 20__ , at the hour of seven p.m., in the Council Chambers of said City Hall, said report and assessment list will be presented to the City Council of said City for consideration and confirmation, and that any and all persons interested, having any objections to said report and assessment list, or to any matter or thing contained therein, may appear at said time and place and be heard. Date , 20 City Clerk of the City of Palo Alto / / / / 13.a Packet Pg. 367 8 0160051_20210729_ay16 *NOT YET APPROVED* 8.08.80 Hearing on cost assessment. (a) At the time and place fixed for receiving and considering such report the city council shall hear the same together with any objections which may be raised by any of the property owners liable to be assessed for the work of abating such nuisance, and the fire chief or urban forester shall attend such meeting with his record thereof, and upon such hearing, the council may make such modifications in the proposed assessments therefor as it may deem necessary, after which such report and assessment list shall be confirmed by resolution. (b) The amount of the cost of abating such nuisance upon, or in the front or rear of, the various lots or parcels of land respectively referred to in such report, shall constitute special assessments against such respective lots or parcels of land, and after thus made and confirmed, shall constitute a lien on such property for the amount of such assessments, until paid. 8.08.090 Collection on tax roll. On or before the first day of September of each year, the amounts of such assessments against the respective parcels of land shall be entered on the next tax roll which general city taxes are to be collected. Thereafter, such amounts shall be collected at the same time, and in the same manner, as general city taxes are collected, and shall be subject to the same interest and penalties, and the same procedure and sale in case of delinquencies. All laws applicable to the levy, collection and enforcement of city taxes are hereby made applicable to such assessments. SECTION 4. Chapter 8.10 (Tree Preservation and Management Regulations) of Title 8 (Trees and Vegetation) of the Palo Alto Municipal Code hereby amended by repealing in its entirety Chapter 8.10 and adopting a new Chapter 8.10 to read as follows: Chapter 8.10 Landscape and Tree Preservation and Management Regulations Sections: 8.10.010 Purpose. 8.10.020 Definitions. 8.10.030 Tree Technical ManualL Tree and landscape and tree technical manual. 8.10.040 Disclosure of information regarding existing trees. 8.10.050 Prohibited acts. 8.10.060 No limitation of authority under Titles 16 and 18. 8.10.070 Care of protected trees. 8.10.080 Development conditions. 8.10.090 Designation of heritage trees. 8.10.095 Tree removal in HD Zone. 8.10.100 Responsibility for enforcement. 13.a Packet Pg. 368 9 0160051_20210729_ay16 *NOT YET APPROVED* 8.10.110 Enforcement - Remedies for Violation. 8.10.120 Fees. 8.10.130 Severability. 8.10.140 Appeals. 8.10.010 Purpose. The purpose of this chapter is to promote the health, safety, welfare, and quality of life of the residents of the city through the protection of specified trees located on private property within the city, and the establishment of standards for removal, maintenance, and planting of landscaping and trees and landscaping. In establishing these procedures and standards, it is the city's intent to encourage the preservation of trees. 8.10.20 Definitions. For the purposes of this chapter, the following definitions shall apply: (a) "Basal flare" means that portion of a tree where there is a rapid increase in diameter at the confluence of the trunk and rootcrown. (b) "Building area" means that area of a parcel: (1) Upon which, under applicable zoning regulations, a structure may be built without a variance, design enhancement exception, or home improvement exception; or (2) Necessary for construction of primary access to structures located on or to be constructed on the parcel, where there exists no feasible means of access which would avoid protected trees. On single-family residential parcels, the portion of the parcel deemed to be the building area under this paragraph (b)(2) shall not exceed ten feet in width. (c) "Building footprint" means the two-dimensional configuration of an existing building's perimeter boundaries as measured on a horizontal plane at ground level. (d) "Hazardous" means an imminent hazard which constitutes a or high or extreme threat to the safety of persons or property as defined by American National Standards Institute A300, Part 9. (e) Development" means any work upon any property in the city which requires a subdivision, planned community zone, variance, use permit, building permit, demolition permit, or other city approval or which involves excavation, landscaping or construction within the dripline area of a protected tree or is subject to requirements of the California Water Efficient Landscape Ordinance. (f) "Director" means the director of planning and community environment public works or his or her designee. (g) "Discretionary development approval" means planned community zone, subdivision, use permit, variance, home improvement exception, design enhancement exception, or architectural review board approval. (h) "Dripline area" means the outer edge of the canopy or area within X distance from 13.a Packet Pg. 369 10 0160051_20210729_ay16 *NOT YET APPROVED* the perimeter of the trunk of the tree at four and one-half feet (fifty-four inches) above natural grade where X equals a distance a circle with a radius ten times the diameter of the trunk as measured four and one-half feet (fifty-four inches) above natural grade, whichever is greater. (i) "Excessive pruning means removal of more than one-fourth of the functioning leaf and stem area of a tree in any twelvethirty six-month period, or removal of foliage so as to cause a significant decline in health or increase to the risk of failure, or the unbalancing of a tree. (j) "Protected” tree means: (1) Any locally native tree of the a species as listed in the Urban Forest Master Plan Quercus agrifolia (Coast Live Oak) or Quercus lobata (Valley Oak) which is eleven and one-half inches in diameter (thirty-six inches in circumference) or more when measured four and one-half feet (fifty-four inches) above natural grade, except Redwood; and (2) Any Redwood tree (species Sequoia sempervirens) that is eighteen inches in diameter (fifty-seven inches in circumference) or more when measured four and one-half feet (fifty-four inches) above natural grade; and (3) Any tree larger than thirty six inches in diameter of any species except those exotic and invasive species described as weeds in 8.08.010 and those species classified as high water users by the water use classification of landscape species list approved by the California Department of Water Resources; and (4) Any tree designated for protection during review and approval of a development project; and (5) Any tree designated for carbon sequestration and storage and/or environmental mitigation purposes as identified in an agreement between the property owner and a responsible government agency or recorded as a deed restriction; and (36) A heritage tree designated by the city council in accordance with the provisions of this chapter. (k) "Remove" means any of the following: (1) Complete removal, such as cutting to the ground or extraction, of a tree. (2) Taking any action foreseeably leading to the death of a tree or permanent damage to its health; including but not limited to excessive pruning, cutting, girdling, poisoning, overwatering, reduced watering due to a landscape change, unauthorized relocation or transportation of a tree, or trenching, excavating, altering the grade, or paving within the dripline area of a tree. (l) "Tree" means any woody plant which has a trunk four inches or more in diameter at four and one-half feet above natural grade level capable of achieving a height of ten feet or more, and a species that typically has a single stem. (m) "Tree report" means a report prepared by an arborist certified by the International Society of Arboriculture or another nationally recognized tree research, care, and preservation organization. (n) "Tree Technical ManualL Tree and landscape and tree technical manual" means 13.a Packet Pg. 370 11 0160051_20210729_ay16 *NOT YET APPROVED* the regulations issued by the city manager to implement this chapter. 8.10.30 Landscape and Tree and Landscape Technical Manual. The city manager, through the departments of public works, and planning and community environment, shall issue regulations necessary for implementation of this chapter, which shall be known as the Landscape and Tree and Landscape Technical Manual. The Landscape and Tree and Landscape Technical Manual will be made readily available to the public and shall include, but need not be limited to, standards and specifications regarding: (a) Protection of trees during construction; (b) Replacement of trees allowed to be removed pursuant to this chapter; (c) Maintenance of protected trees (including but not limited to pruning, irrigation, and protection from disease); (d) The format and content of tree reports required to be submitted to the city pursuant to this chapter; (e) The criteria for determining whether a tree is dangerous hazardous within the meaning of this chapter. (f) Landscape design, irrigation, and installation standards consistent with the City’s water efficient landscape regulations; 8.10.40 Disclosure of information regarding existing trees. (a) Any application for discretionary development approval, or for a building or demolition permit where no discretionary development approval is required, shall be accompanied by a statement by the property owner or authorized agent which discloses whether any protected trees exist on the property which is the subject of the application, and describing each such tree, its species, size, dripline area, and location. This requirement shall be met by including the information on plans submitted in connection with the application. (b) In addition, the location of all other trees on the site and in the adjacent public right of way which are within thirty feet of the area proposed for development, and trees located on adjacent property within thirty feet of the proposed building footprint or with canopies overhanging the project site, shall be shown on the plans, identified by species. (c) The director may require submittal of such other information as is necessary to further the purposes of this chapter including but not limited to photographs. (d) Disclosure of information pursuant to this section shall not be required when the development for which the approval or permit is sought does not involve any change in building footprint nor any grading or paving, nor change in landscaping which could alter water availability to established plants or trees. (e) Knowingly or negligently providing false or misleading information in response to this disclosure requirement shall constitute a violation of this chapter. 13.a Packet Pg. 371 12 0160051_20210729_ay16 *NOT YET APPROVED* 8.10.50 Prohibited acts. It shall be a violation of this chapter for anyone to remove or cause to be removed a protected tree, except as allowed in this section: (a) In the absence of development, protected trees shall not be removed unless determined by the director of planning and community environment public works or urban forester, on the basis of a tree report prepared by a certified arborist for the applicant and other relevant information, that the tree should be removed because it is dead, is hazardous, is a detriment to or crowding an adjacent protected tree, is impacting the foundation or eaves of a primary residence, or constitutes a nuisance under Section 8.04.050(2) of this code; and that treatments or corrective practices are not reasonable. (b) In the case of development on a single-family residential lot, other than in connection with a subdivision, protected trees shall not be removed unless determined by the director of Public Works or Urban Forester that: (1) Protected trees shall not be removed unless the trunk or basal flare of the protected tree is touching or within the building footprint, or the director of planning and community environment has determined, on the basis of a tree report prepared by a certified arborist for the applicant and other relevant information, that the tree should be removed because it is dead, is hazardous, is a detriment to or crowding an adjacent protected tree, or constitutes a nuisance under Section 8.04.050(2) of this code. (2) the tree is within the buildable area and that the proposed construction would result in the death of the tree, or (3) the tree should be removed pursuant to subdivision (a). (2) If no building footprint exists, protected trees shall not be removed unless the trunk of the tree is located in the building area, or the director of planning and community environment has determined, on the basis of a tree report prepared by a certified arborist for the applicant and other relevant information, that the tree should be removed because it is dead, is hazardous, is a detriment to or crowding an adjacent protected tree, or constitutes a nuisance under Section 8.04.050(2) of this code. (3) If removal is allowed because the tree trunk is located in the building footprint, or the trunk or basal flare is in the building area, or because the director of planning and community environment has determined that the tree is so close to the building area that construction would result in the death of the tree, the tree removed shall be replaced in accordance with the standards in the Tree Technical Manual. (c) In connection with In the case of development involving a proposed subdivision of land into two or more parcels, no protected tree shall be removed unless determined by the director of Public Works or Urban Forester that: (1) removal is unavoidable due to restricted access to the property or deemed necessary to repair a geologic hazard (landslide, repairs, etc.), or. 13.a Packet Pg. 372 13 0160051_20210729_ay16 *NOT YET APPROVED* (2) the tree should be removed pursuant to subdivision (a).The tree removed shall be replaced in accordance with the standards in the Tree Technical Manual. Tree preservation and protection measures for any lot that is created by a proposed subdivision of land shall comply with the regulations of this chapter. (d) In the case of development requiring a project approval under Chapter 18.76 (Permits and Approvals), removal of a protected tree may be permitted if retention of the tree would result in reduction of the otherwise-permissible building area of the lot by more than twenty-five percent, except that no protected tree shall be removed solely to accommodate an accessory structure or accessory dwelling unit. (e) Tree replacement. (1) In the event a protected tree is removed pursuant to subdivisions (b), (c), or (d), the tree removed shall be replaced in accordance with the standards in the Landscape and Tree and Landscape Technical Manual and such replacements shall result in no net loss or increase of tree canopy within 15 years. (2) In the event a protected tree is removed pursuant to subdivision (a), except in the cases of crowding an adjacent protected tree or impacting the foundation or eaves of a primary residence, the dripline area of the removed tree, or an equivalent area on the site, shall be preserved from development of any structure unless removal would have been permitted under subdivisions (b), (c), or (d), and tree replacement is required. In all circumstances other than those described in paragraphs (a), (b) and (c) of this section, protected trees shall not be removed unless one of the following applies: (1) The director of planning and community environment has determined, on the basis of a tree report prepared by a certified arborist for the applicant and other relevant information, that the tree should be removed because it is dead, dangerous or constitutes a nuisance under Section 8.04.050(2). In such cases, the dripline area of the removed tree, or an equivalent area on the site, shall be preserved from development of any structure unless removal would have been permitted under paragraph (2), and tree replacement in accordance with the standards in the Tree Technical Manual shall be required. (2) Removal is permitted as part of project approval under Chapter 18.76 (Permits and Approvals) of this code, because retention of the tree would result in reduction of the otherwise-permissible building area by more than twenty-five percent. In such a case, the approval shall be conditioned upon replacement in accordance with the standards in the Tree Technical Manual. 8.10.060 No limitation of authority under Titles 16 and 18. Nothing in this chapter limits or modifies the existing authority of the city under Title 18 (Zoning Ordinance) to require trees and other plants not covered by this chapter to be identified, retained, protected, and/or planted as conditions of the approval of development. In the event of conflict between provisions of this chapter and conditions of any permit or other approval granted pursuant to Title 16 or Title 18, the more protective requirements shall prevail. 13.a Packet Pg. 373 14 0160051_20210729_ay16 *NOT YET APPROVED* 8.10.70 Care of protected trees. (a) All owners of property containing protected trees shall follow the maintenance standards in the Landscape and Tree and Landscape Technical Manual. (b) The standards for protection of trees during construction contained in the Landscape and Tree and Landscape Technical Manual shall be followed during any development on property containing protected trees. 8.10.80 Development conditions. (a) Discretionary development approvals for property containing protected, regulated/ publicly- owned, or designated trees will include appropriate conditions providing for the protection of such trees during construction and for maintenance of the trees thereafter. Trees may be designated for protection that are significant visually or historically, provide screening between properties, or are a native species that is healthy and important to the nearby ecosystem. (b) It shall be a violation of this chapter for any property owner or agent of the owner to fail to comply with any development approval or building permit condition concerning preservation, protection, and maintenance of any tree, including but not limited to protected trees. 8.10.90 Designation of heritage trees (a) Upon nomination by any person and with the written consent of the property owner(s), the city council may designate a tree or trees as a heritage tree. (b) A tree may be designated as a heritage tree upon a finding that it is unique and of importance to the community due to any of the following factors: (1) It is an outstanding specimen of a desirable species; (2) It is one of the largest or oldest trees in Palo Alto; (3) It possesses distinctive form, size, age, location, and/or historical significance. (c) After council approval of a heritage tree designation, the city clerk shall notify the property owner(s) in writing. A listing of trees so designated, including the specific locations thereof, shall be kept by the departments of public works and planning and community environment. (d) Once designated, a heritage tree shall be considered protected and subject to the provisions of this chapter unless removed from the list of heritage trees by action of the city council. The city council may remove a tree from the list upon its own motion or upon written request by the property owner. Request for such action must originate in the same manner as nomination for heritage tree designation. 8.10.095 Tree removal in HD Zone. Tree removal and relocation in the HD shall be subject to the provisions in Section 18.36.070. To the extent Section 18.36.070 is inconsistent with this chapter, Section 18.36.070 shall control. 13.a Packet Pg. 374 15 0160051_20210729_ay16 *NOT YET APPROVED* 8.10.100 Responsibility for enforcement The following designated employee positions may enforce the provisions of this chapter by the issuance of citations: urban forester, landscape architect, project managers in the urban forestry section, chief building official, assistant building official, and code enforcement officer, planning arborist. Section 8.10.110 Enforcement - Remedies for Violation In addition to all other remedies set forth in this code or otherwise provided by law, the following remedies shall be available to the city for violation of this chapter: (a) Stop Work - Temporary Moratorium. (1) If a violation occurs during development, the city may issue a stop work order suspending and prohibiting further activity on the property pursuant to the grading, demolition, and/or building permit(s) (including construction, inspection, and issuance of certificates of occupancy) until a mitigation plan has been filed with and approved by the director, agreed to in writing by the property owner(s), and either implemented or guaranteed by the posting of adequate security. The mitigation plan shall include measures for protection or repair of any remaining trees on the property, and shall provide for replacement of each tree removed on the property or at locations approved by the director of planning and community and by the director of public works, if replacement is to occur on public property. The replacement ratio shall be in accordance with the standards set forth in the Landscape and Tree and Landscape Technical Manual, and shall be at a greater ratio (at least twice prescribed) than that required where tree removal is permitted pursuant to the provisions of this chapter. (2) If a violation occurs in the absence of development, or while an application for a building permit or discretionary development approval for the lot upon which the tree is located is pending, the director may issue a temporary moratorium on development of the subject property, not to exceed eighteen five years months from the date the violation occurred. The purpose of the moratorium is to provide the city an opportunity to study and determine appropriate mitigation measures for the tree removal, and to ensure measures are incorporated into any future development approvals for the property. Mitigation measures as determined by the director shall be imposed as a condition of any subsequent permits for development on the subject property. (b) Civil Penalties. (1) As part of a civil action brought by the city, a court may assess against any person who commits, allows, or maintains a violation of any provision of this chapter a civil penalty in an amount not to exceed five thousand dollars per violation. (c) Where the violation has resulted in removal of a tree, the civil penalty shall 13.a Packet Pg. 375 16 0160051_20210729_ay16 *NOT YET APPROVED* be in an amount not to exceed five thousand dollars per tree unlawfully removed, or the replacement value of each such tree, whichever amount is higher. Such amount shall be payable to the city. Replacement value for the purposes of this section shall be determined utilizing the most recent edition of the Guide for Plant Appraisal, published by the Council of Tree and Landscape Appraisers. Damage to a tree protected or regulated by this chapter shall also constitute a violation with the same civil penalties except that repair value shall be used. Injunctive Relief. A civil action may be commenced to abate, enjoin, or otherwise compel the cessation of such violation. (d) Costs. In any civil action brought pursuant to this chapter in which the city prevails, the court shall award to the city all costs of investigation and preparation for trial, the costs of trial, reasonable expenses including overhead and administrative costs incurred in prosecuting the action, and reasonable attorney fees. 8.10.120 Fees. Tree reports required to be submitted to the city for review and evaluation pursuant to this chapter shall be accompanied by the fee prescribed therefor in the municipal fee schedule. 8.10.130 Severability. If any provision of this chapter or the application thereof to any person or circumstance is held to be invalid by a court of competent jurisdiction, such invalidity shall not affect any other provision of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are declared to be severable. 8.10.140 Appeals. Any person seeking the director's approval to remove a protected tree pursuant to the ordinance codified in this chapter who is aggrieved by a decision of the director may appeal such decision in accordance with the procedures set forth in Chapter 18.78 (Appeals). SECTION 5. If any section, subsection, clause or phrase of this Ordinance is for any reason held to be invalid, such decision shall not affect the validity of the remaining portion or sections of the Ordinance. The Council hereby declares that it should have adopted the Ordinance and each section, subsection, sentence, clause or phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid. SECTION 6. The Council finds that this ordinance is exempt from the provisions of the California Environmental Quality Act (“CEQA”), pursuant to Section 15061 of the CEQA Guidelines, because it can be seen with certainty that there is no possibility that the ordinance will have a significant effect on the environment. Alternatively, the ordinance is also exempt under CEQA Guidelines Section 15308 because it involves regulatory action for the protection of the environment. 13.a Packet Pg. 376 17 0160051_20210729_ay16 *NOT YET APPROVED* SECTION 7. This ordinance shall be effective on the thirty-first day after the date of its adoption. INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk Mayor APPROVED AS TO FORM: APPROVED: Assistant City Attorney City Manager Director of Public Works 13.a Packet Pg. 377 TREE ORDINANCE RECOMMENDATION - HIGHLIGHTS We are advocating for a variety of improvements to the Title 8: Trees and Vegetation ordinance, including changes previously recommended by staff to PTC. Here is a short list of important highlights, followed by summary and ordinance section details for each highlight. 1. MORE TREES DESIGNATED FOR GREATER PROTECTION 2. PRACTICAL ALTERNATIVES CONSIDERED BEFORE A PROTECTED TREE MAY BE REMOVED 3. NO NET CANOPY LOSS PRIORITIZED WHEN A PROTECTED TREE MUST BE REMOVED 4. MANDATED ENFORCEMENT OF VIOLATIONS AND INCREASED PENALTIES 5. STANDARDIZED APPLICATION PROCESS, IMPROVED TRANSPARENCY, AND SUPPORT FOR APPEALS FROM NEARBY RESIDENTS We highlighted these five draft ordinances due to their importance. A brief summary of each with title, number and relevant sections are noted. Two of them will ensure greater protection or replacement, resulting in more trees in our city; another will better prevent removal of trees unless clearly warranted. The last will allow some in the public to be notified of, and appeal the possible removal of a protected tree. 1. MORE TREES DESIGNATED FOR GREATER PROTECTION Four additional categories of trees are proposed for protection, recognizing the need to not only sustain what we have, but gain more canopy given the extraordinary positive effect trees have on climate change as carbon sponges and natural coolers. 8.10.020 Definitions (l) ”Protected” tree means: (1) Six native low water-use trees, rather than two, will now be protected from removal if at least 11.5-inches in diameter, (36-inches circumference) at about chest height, except Coast Redwood. (3) Any tree at least 18-inches in diameter, (57-inches circumference), other than invasive species or high water users. (5) Any tree designated for carbon sequestration and storage and/or environmental mitigation purposes as identified in an agreement between the property owner and a government agency, or recorded as a deed restriction. (7) Any replacement tree after removal of a protected tree, required under 8.10.055 of this ordinance. 13.b Packet Pg. 378 2. PRACTICAL ALTERNATIVES CONSIDERED BEFORE A PROTECTED TREE MAY BE REMOVED Trees are not an inconvenient feature on a lot to be eliminated, or in a race for space with homes, but our ally that science, psychology and commonsense informs us is our ally of great valley. As a result, there is woven into this ordinance section several added independent oversight and reasonable mitigations in this section of the ordinance to minimize removal of protected trees. 8.10.050 Removal of Protected Trees (currently titled Prohibited Acts) Some of the additional safeguards incorporated in this section are: (a) In the absence of proposed development, the Urban Forester would now be able to select the arborist that would prepare an evaluation and report on the tree to be removed, rather than the property owner. The report and other factors would be the basis for the Urban Forester’s removal decision. (1) Before a protected tree could be removed that was a nuisance, (b) Or was crowding or a detriment to another protected tree, then Treatments or corrective practices would have to be first found infeasible before removal could be approved. (c) (2) On a single family or low density residential lot, If a protected tree were growing so close to proposed development that construction would result in the death of the tree, it could be removed if there were no financially feasible and reasonable design alternative that would permit preservation of the tree. 3. NO NET CANOPY LOSS PRIORITIZED WHEN A PROTECTED TREE MUST BE REMOVED A response has been created to significantly mitigate loss of protected trees when they must be removed. Now in most circumstances trees must be replaced with canopy volume accounted for, ensuring that the urban forest won’t be diminished. This is a good example of the forward thinking of Palo Alto. 8.10.055 Tree Replacement (currently 8.10.050 (e) Prohibited Acts) (a) Under most circumstances when protected trees are removed, they will now be replaced to achieve “no-net–loss” of canopy within 15 years of removal. This applies to public and privately owned trees, on commercial and residential property. Tree replacement will be done according to standards in the Tree Landscape and Technical Manual* *18.10.030: The Tree Landscape and Technical Manual (TLTM) contains the regulations necessary to implement this Ordinance. Given it must be readily available to the public, key sections of this updated ordinance should have live links to it. Arborists, landscape architects, developers, professional tree pruners and homeowners would benefit from ready access to the standards and specifications with which they must comply. The TLTM draft update must be conform to Chapters 8.04 and 8.10. 13.b Packet Pg. 379 4. MANDATED ENFORCEMENT OF VIOLATIONS AND INCREASED PENALTIES For years, enforcement remedies needed strengthening to address illegal removal of protected trees, particularly in the absence of construction and during permitting, but also during construction. Now is the time to do so as it will better prevent further violations. Fewer trees would be wrongfully removed and resident’s confidence would rise in the ability to protect trees. 8.10.110 Enforcement - Remedies for Violation (a) Stop Work – Temporary Moratorium (1) If a protected tree is removed during development, a Stop Work order shall be issued until a mitigation plan is filed, that includes tree repair, or replacement of at least twice the ratio removed. (2) If a violation occurs in the absence of development or during the permitting process, Moratoriums on development shall be temporarily imposed up to five years from the date of violation. This is to allow time to file a mitigation plan and incorporate its measures in any future development plan. (b) Civil Penalties (2) Occasionally property owners will opt for the penalty and intentionally remove protected trees. To better prevent protected tree removal, the penalty amount should double, not to exceed $10,000 per violation, with doubling the replacement value of each tree, based on the Guide for Plant Appraisal. Whichever is greater is currently levied. 5. STANDARDIZED APPLICATION PROCESS, IMPROVED TRANSPARENCY, AND SUPPORT FOR APPEALS FROM NEARBY RESIDENTS By creating the ability to receive Notifications by some members of the public concerning removal of protected trees will bring transparency to the tree removal process and raise awareness of protected trees in a neighborhood. Also expanding the right for some to Appeal tree removals will allow greater community involvement in supporting nearby protected trees, sometimes save those that should not be removed, or at times better understand why removal should take place. 8.10.140 Processing of permits and approvals (currently titled “Appeals”) Any application for removal of a protected tree shall follow all applicable sections of Chapter 18.77 with the following additional provisions: (a) Notifications. (1) After submittal of an application to remove a protected tree: (i) All owners and residents of property within 600 feet of the protected tree proposed for removal shall be notified in writing consistent with development applications notification; and 13.b Packet Pg. 380 (ii) All principal urban forestry partner organizations shall be notified; and (iii) A notice shall be prominently posted on the property specifying location, description of tree, and the basis for the application. (2) Upon determination of a protected tree removal application, a notification will be sent out to all owners and residents of property within 600 feet of the protected tree proposed for removal, and to principal urban forestry partner organizations. (b) Appeals. (1) Any person seeking the director's approval to remove a protected tree pursuant to the ordinance codified in this chapter who is aggrieved by a decision of the director may appeal such decision in accordance with the procedures set forth in Chapter 18.78 (Appeals). (2) Any approval to remove a protected tree may be appealed by an owner or resident of property within 600 feet of the protected tree proposed for removal. 13.b Packet Pg. 381 180906 sm 010 1 About This Document… • In addition to the details noted below, new updates to this v.2 document include: o Errata fixes to 8.10.020(e) and 8.10.050(b) o Addition of 8/5/21 staff recommendations that we had not previously already included in 8.04.050(a)(1), 8.10.010, and 8.10.040(b) --- • This document includes the ad hoc group’s 8/5/21 change recommendations to the Title 8 change recommendations that staff presented to the Planning and Transportation Commission on 9/12/18, since an updated staff report recommendation to Policy & Services was not available for review. • Change recommendations are shown in redline format. • In order to distinguish staff’s 9/12/18 redline recommendations from the ad hoc group’s redlines: o Staff’s 9/12/18 redlines are italicized, black text with an underline or strikethrough. o The ad hoc group’s redlines are non-italic (roman), colored text with a colored underline or strikethrough, orcolored italicized strikethrough text with a black underline. • The ad hoc group’s redline only addresses the text from the Title 8 ordinance. No redline changes, including for example Chapter names that would change based our recommendations, have been added to the Ordinance No. paragraph that directly follows and the SECTIONs associated with proposed motion. 13.b Packet Pg. 382 180906 sm 010 2 Ordinance No. _____ Ordinance of the Council of the City of Palo Alto Repealing and Restating Chapter 8.04 (Street Trees, Shrubs, and Plants); Repealing and Restating Chapter 8.08 (Weed Abatement); and Repealing Chapter 8.10 (Tree Preservation and Management Regulations) and Restating it as Chapter 8.10 (Landscape and Tree Management Regulations) of Title 8 (Trees and Vegetation) of the Palo Alto Municipal Code. The Council of the City of Palo Alto ORDAINS as follows: SECTION 1. Findings and Declarations. The City Council finds and declares as follows: SECTION 2. Chapter 8.04 (Street Trees, Shrubs, and Plants) of Title 8 (Trees and Vegetation) of the Palo Alto Municipal Code is hereby amended by repealing in its entirety Chapter 8.04 and adopting a new Chapter 8.04 to read as follows: Chapter 8.04 StreetPublic Trees, Shrubs, Hedges, and Plants Sections: 8.04.005 Purpose. 8.04.010 Definitions. 8.04.015 Authority of city. 8.04.020 Violations – Penalty - EnforcementPermit required for certain work. 8.04.030 Application for permit. 8.04.040 Issuance of permit. 8.04.045 Enforcement and penalties for violation. 8.04.050 Public nuisances. 8.04.060 Abatement of public nuisances. 8.04.070 Damage to streetpublic trees. 8.04.080 Interference with enforcement. 8.04.090 Adoption of regulations. 8.04.005 Purpose. The purpose of this chapter is to protect and promote trees, shrubs, hedges, and plants located on public property within the city. In establishing these procedures and standards, the city recognizes that trees, shrubs, hedges, and plants are an essential part of the city’s infrastructure, with benefits that include promoting the health, safety, welfare, and quality of life of the residents of the city; addressing climate change by sequestering carbon and providing 13.b Packet Pg. 383 180906 sm 010 3 a cooling effect; reducing air, water, and noise pollution; preventing soil erosion and stormwater runoff; providing animal and bird habitat; and enhancing the aesthetic environment. It is the city’s intent to encourage the preservation of trees, shrubs, hedges, and plants. 8.04.010 Definitions. (a) For the purposes of this chaptertitle the following words shall have the meaning ascribed to them in this section: (1) "Person" means individuals, firms, associations and corporations, and agents, employees or representatives thereof. (2) "City" means the city of Palo Alto acting by and through its authorized representatives. (3) "Street" means and includes all land lying between the boundaries of property abutting on all public streets, boulevards, alleys and walks. (4) "Parks" means and includes all parks to which names have been given by action of the city council. (5) "Public places" means and includes all grounds, other than streets or parks, owned by, under easement to, or leased to and under the control of the city of Palo Alto. (6) " Street tTree" means and includes any woody perennial plant generally having a single main axis or stem and commonly achieving ten feet in height and capable of being shaped and pruned to develop a branch-free trunk at least nine feet in height. (7) "Shrub" means and includes any woody perennial plant generally having multiple stems and commonly less than ten feet in height , normally low, several stemmed, and capable of being shaped and pruned without injury, within the area planted. (8) "Hedge" means and includes any tree, shrub, or plant material, shrub or plant, when planted in a dense, continuous line or area, as to form a thicket or barrier. (9) "Plant" means and includes all vegetation other than trees, shrubs, and hedgesother plant material, non-woody, annual, or perennial in nature, not necessarily hardy. (10) "StreetPublic trees, shrubs, hedges andor plants" means and includes any tree, shrub, hedge, or plant in any street, park or public place in the city of Palo Alto. (11) “Public tree care permit” means a ‘city tree permit for regulated tree work’ issued to allow an individual to work on or remove a public tree. (12) “Urban forester” means public works department staff including the urban forester or his or her designee. 8.04.015 Authority of city. 13.b Packet Pg. 384 180906 sm 010 4 The City of Palo Alto shall have control of all streetpublic trees, shrubs, hedges, and plants now or hereafter in any street, park or public place within the City limits, and shall have the power to plant, care for, and maintain such trees, shrubs, hedges, and plants. 8.04.020 Violations- Penalty- EnforcementPermit required for certain work. (a) Unless authorized by a public tree care permit, no person shall: (1) Plant, prune, trim, shape, remove, top, or in any way damage, destroy, injure or mutilate a streetpublic tree, shrub, hedge, or plant. (2) Fasten any sign, wire, or injurious material to any streetpublic tree, shrub, hedge, or plant. (3) Excavate any ditch or tunnel; or place concrete or other pavement within a distance of ten feet of the center of the trunk of any streetpublic tree. (b) Violation of this section is a misdemeanor, punishable as provided in this code. Each day of violation constitutes a separate offense and may be separately punished. (c) Persons employed in the following designated employee positions are authorized to exercise the authority provided in Penal Code Section 836.5 and are authorized to issue citations for violations of this chapter: deputy assistant director of public works operationspublic services division, managing urban foresterarborist, planning arboristproject managers in the urban forestry section, landscape architect, and code enforcement officer. 8.04.030 Application for permit. Any person desiring to do any of the work described in Section 8.04.020 may apply for a public tree care permit so to do. The applicant shall state the nature of the work and the location where it will be done. 8.04.040 Issuance of permit. (a) A public tree care permit shall be issued authorizing so much of the work as: (1) Will not create, continue or aggravate any hazardous condition, or public nuisance; (2) Will not prevent or interfere with the growth; location or planting of approved street trees; (3) Is consistent with the planting plan being followed by the city. 8.04.045 Enforcement and penalties for violation. (a) Violation of this section is a misdemeanor, punishable as provided in this code. Each day of violation constitutes a separate offense and may be separately punished. 13.b Packet Pg. 385 180906 sm 010 5 (b) Persons employed in the following designated employee positions are authorized to exercise the authority provided in Penal Code Section 836.5 and are authorized to issue citations for violations of this chapter: deputy assistant director of public works operationspublic services division, managing urban foresterarborist, planning arboristproject managers in the urban forestry section, landscape architect, and code enforcement officer. 8.04.050 Public nuisances*. (a) The following are, for the purposes hereof, defined to be public nuisances: (1) Any dead, diseased, infested, or dying tree, shrub, hedge, or plant in any street; or on any public or private property so near to any streetpublic tree, shrub, hedge, or plant as to constitute a danger to a streetpublic trees, shrubs, hedges, or plants, or streets, or portions thereof or members of the public property. (2) Any tree, or shrub, hedge, or plant on any private property or in any street, of a type or species apt tothat will destroy, impair or otherwise interfere with any street improvements, sidewalks, curbs, approved street trees, gutters, sewers, other public improvements, including utility mains orand services, or public trees, shrubs, hedges, or plants. (3) Any tree limb, shrub, hedge, or plant reaching a height more than three feet above the curb grade adjacent thereto, except tree trunks having no limbs lower than nine feet above curb grade, within the thirty-five foot triangle of public or private property, measured from the projected curb lines, at the intersections of any street improved for vehicular traffic where either traffic signals, stop signs, or yield signs are not installed, or at any intersections which are determined by the chief transportation official to contain tree limbs, shrubs, hedges, or plants that obscure and impair the view of passing motorists, cyclists or pedestrians so as to create a safety hazard. (4) Vines or climbing plants growing into or over any streetpublic tree, shrub, hedge, or plant; or any public hydrant, pole or electrolier. (5) Existence of any tree within the city limits that is infested, infected or in danger of becoming infested or infected with objectionable insects, scale, fungus or growth injurious to trees. (6) The existence of any branches or foliageleaves which interfere with visibility on, or free use of, or access to, or obstruct public vehicular or pedestrian travel on any portion of any street improved for vehicular or pedestrian travel. (7) Hedges or dense, thorny shrubs and plants on any street or part thereof. (8) Shrubs and plants more then than two feet in height in any tree well or planting strip between the sidewalk and curbstreet, measured above top of curb grade. / / 13.b Packet Pg. 386 180906 sm 010 6 / / 8.04.060 Abatement of public nuisances When any public nuisance as defined herein exists, a notice may be sent by ordinary United States mail to the owner orand tenant of the property on which the public nuisance existsinvolved. Such notice shall describe the condition, state the work necessary to remedy the condition, and shall specify the time within which the work must be performed. If, at the end of the time specified, such work has not been performed, the city may perform such work, and the cost thereof shall constitute a charge against such owner or tenant, and such charge shall be a lien on such property. 8.04.070 Damage to street public trees. Damages to any publicstreet, park, or other publicly- owned tree, caused by any act or omission by any person, whenever such act or omission is prohibited by or not authorized pursuant to this chapter, shall be charged to such person or persons. 8.04.080 Interference with enforcement. No person shall interfere with or delay the authorized representatives of the city from the execution and enforcement of this chapter, except as provided by law. 8.04.090 Adoption of regulations. The city may adopt regulations prescribing standards of landscaping and planting of streets, parks and public places, therein. A copy of such regulations shall be available for public inspection upon request, and all work performed in streets, parks or public places shall be performed in accordance therewith. SECTION 3. Chapter 8.08 (Weed Abatement) of Title 8 (Trees and Vegetation) of the Palo Alto Municipal Code is hereby amended by repealing in its entirety Chapter 8.08 and adopting a new Chapter 8.08 to read as follows: Chapter 8.08 Street Trees, Shrubs, and PlantsWeed Abatement Sections: 8.08.005 Purpose. 8.08.010 Weeds as public nuisance. 8.08.020 Resolution declaring nuisance. 8.08.030 Form and publication of notice. 8.08.040 Hearing - Power of council. 13.b Packet Pg. 387 180906 sm 010 7 8.08.050 Order to abate nuisance. 8.08.060 Account and report of cost. 8.08.070 Notice of report. 8.08.080 Hearing on cost assessment. 8.08.090 Collection on tax roll. 8.08.005 Purpose. The purpose of this chapter is to prohibit weeds on property within the city. In establishing these procedures and standards, it is the city’s intent to ensure that all activities taken to abate weeds are sufficient to increase public safety, to preserve aesthetically or environmentally desirable trees, shrubs, hedges, and plants, and to prevent the displacement of wildlife habitats. 8.08.010 Weeds as public nuisance. (a) No owner, agent, lessee or other person occupying or having charge or control of any building, lot or premises within the city shall permit weeds to remain upon the premises, or public sidewalks, or encroach into any parkland (including any weeds encroaching over fences), or streets, or alleys between the premises and the center line of any public street or alley. (b) The word "weeds" as used in this chapter, means all weeds growing upon streets, parks, public placesalleys, sidewalks, or private property in the city and includes any of the following: (1) Weeds which bear or may bear seeds of a downy or wingy nature; (2) Weeds and indigenous grasses which may attain such large growth as to become, when dry, a fire menace to adjacent improved property; (3) Plants, shrubs, hedges, and trees determined by the Fire Marshall to constitute a fire menace due to their species, proximity to ignition sources, and high potential to endanger nearby buildings; (34) Weeds which are otherwise noxious or dangerous; (5) Exotic and iInvasive plants having high potential to invade adjacent properties and high ecological impacts in the region as defined by the California Invasive Plant Council; (46) Poison oak and poison ivy when the conditions of growth are such as to constitute a menace to the public health; (57) Accumulations of garden refuse, cuttings and other combustible trash. (c) Every property owner shall remove or destroy such weeds from his property, and in the abutting half of any street or alley between the lot lines as extended. 8.08.020 Resolution declaring nuisance. 13.b Packet Pg. 388 180906 sm 010 8 Whenever any such weeds are growing upon any private property or properties or in any street or alley within the city, the council shall pass a resolution declaring the same to be a public nuisance and order the fire chief or urban forester to give notice of the passage of such resolution as herein provided, and stating therein that, unless such nuisance is abated without delay by the destruction or removal of such weeds, the work of abating such nuisance will be done by the city authorities, and the expense thereof assessed upon the lots and lands from which, and/or in the front and rear of which, such weeds shall have been destroyed or removed. Such resolution shall fix the time and place for hearing any objections to the proposed destruction or removal of such weeds. 8.08.030 Form and publication of notice. (a) Such The Fire Chief or Urban Forester shall cause to be published a public notice shall bein substantially in the following form: / / NOTICE TO DESTROY WEEDS NOTICE IS HEREBY GIVEN that on ______, 20 __, pursuant to the provisions of Section 8.08.020 of the Palo Alto Municipal Code, the City Council passed a resolution declaring that all weeds growing upon any private property or in any public street or alley, as defined in Section 8.08.010 of the Palo Alto Municipal Code, constitute a public nuisance, which nuisance must be abated by the destruction or removal thereof. NOTICE IS FURTHER GIVEN that property owners shall without delay remove all such weeds from their property, and the abutting half of the street in front and alleys, if any, behind such property, and between the lot lines thereof as extended, or such weeds will be destroyed or moved and such nuisance abated by the city authorities, in which case the cost of such destruction or removal will be assessed upon the lots and lands from which, or from the front or rear of which, such weeds shall have been destroyed or removed; and such cost will constitute a lien upon such lots or lands until paid, and will be collected upon the next tax roll upon which general municipal taxes are collected. All property owners having any objections to the proposed destruction or removal of such weeds are hereby notified to attend a meeting of the Council of said city, to be held in the Council Chamber of the City Hall in said city on ______, 20___, at seven p.m., when and where their objections will be heard and given due consideration. Date ______________________, 1920____ Fire Chief or Urban Forester City of Palo Alto 13.b Packet Pg. 389 180906 sm 010 9 (b) Such notice shall be published at least twice in a newspaper published and circulated in saidwithin the city, the first publication of which shall be at least ten days prior to the time fixed by the council for hearing objections. 8.08.040 Hearing - Power of council. At the time stated in the notice, the council shall hear and consider any and all objections to the proposed destruction or removal of such weeds, and may continue the hearing from time to time. The council, by motion or resolution, shall allow or overrule any or all objections, if any, after which the council shall thereupon be deemed to have acquired jurisdiction to proceed and perform the work of destruction and removal of such weeds. 8.08.050 Order to abate nuisance. The council shall by resolution order the fire chief or urban forester to abate such nuisance, or cause the same to be abated, by having the weeds referred to destroyed or removed, and the fire chief or urban forester and his deputies, assistants, employees, contracting agents or other representatives are hereby expressly authorized to enter upon private property for that purpose. Any property owner shall have the right to destroy or remove such weeds himself, or have the same destroyed or removed at his own expense; provided that such weeds shall have been removed prior to the arrival of the fire chief or urban forester or his authorized representatives to remove them. 8.08.060 Account and report of cost. The fire chief or urban forester shall keep an account of the cost of abating such nuisance and embody such account in a report and assessment list to the city council, which shall be filed with the clerk. Such report shall refer to each separate lot or parcel of land by description sufficient to identify such lot or parcel, together with the expense proposed to be assessed against each separate lot or parcel of land. 8.08.070 Notice of report. The city clerk shall post a copy of such report and assessment list on the bulletin board near the entrance door at the City Hall, together with a notice of the filing thereof and of the time and place when and where it will be submitted to the city council for hearing and confirmation, notifying property owners that they may appear at such time and place, and object to any matter contained therein. A like notice shall also be published twice in a newspaper of general circulation, published and circulated within the city. The posting and first publication of said notice shall be made and completed at least ten days before the time such report shall have 13.b Packet Pg. 390 180906 sm 010 10 been submitted to the city council. Such notice, as so posted and published, shall be substantially in the following form: NOTICE OF HEARING ON REPORT AND ASSESSMENT FOR WEED ABATEMENT NOTICE IS HEREBY GIVEN that on ______, 20__, the Fire Chief or Urban Forester of the City of Palo Alto filed with the City Clerk of said city a report and assessment on abatement of weeds within said city, a copy of which is posted on the bulletin board at the entrance to the City Hall. NOTICE IS FURTHER GIVEN that on _______, 20__, at the hour of seven p.m., in the Council Chambers of said City Hall, said report and assessment list will be presented to the City Council of said City for consideration and confirmation, and that any and all persons interested, having any objections to said report and assessment list, or to any matter or thing contained therein, may appear at said time and place and be heard. Date _____________, 20___ City Clerk of the City of Palo Alto / / / / 8.08.080 Hearing on cost assessment. (a) At the time and place fixed for receiving and considering such report the city council shall hear the same together with any objections which may be raised by any of the property owners liable to be assessed for the work of abating such nuisance, and the fire chief or urban forester shall attend such meeting with his record thereof, and upon such hearing, the council may make such modifications in the proposed assessments therefor as it may deem necessary, after which such report and assessment list shall be confirmed by resolution. (b) The amount of the cost of abating such nuisance upon, or in the front or rear of, the various lots or parcels of land respectively referred to in such report, shall constitute special assessments against such respective lots or parcels of land, and after thus made and confirmed, shall constitute a lien on such property for the amount of such assessments, until paid. 8.08.090 Collection on tax roll. On or before the first day of September of each year, the amounts of such assessments against the respective parcels of land shall be entered on the next tax roll which general city taxes are 13.b Packet Pg. 391 180906 sm 010 11 to be collected. Thereafter, such amounts shall be collected at the same time, and in the same manner, as general city taxes are collected, and shall be subject to the same interest and penalties, and the same procedure and sale in case of delinquencies. All laws applicable to the levy, collection and enforcement of city taxes are hereby made applicable to such assessments. SECTION 4. Chapter 8.10 (Tree Preservation and Management Regulations) of Title 8 (Trees and Vegetation) of the Palo Alto Municipal Code hereby amended by repealing in its entirety Chapter 8.10 and adopting a new Chapter 8.10 to read as follows: Chapter 8.10 Landscape and Tree and Landscape Preservation and Preservation and Management Regulations Sections: 8.10.010 Purpose. 8.10.020 Definitions. 8.10.030 Tree Technical ManualLandscape and tTree and landscape technical manual. 8.10.040 Disclosure of information regarding existing trees. 8.10.050 Prohibited actsRemoval of protected trees. 8.10.055 Tree replacement. 8.10.060 No limitation of authority under Titles 16 and 18. 8.10.070 Care of protected trees. 8.10.080 Development conditions. 8.10.090 Designation of heritage trees. 8.10.095 Tree removal in HD ZHospital District zone. 8.10.100 Responsibility for enforcement. 8.10.110 Enforcement - Remedies for Violation. 8.10.120 Fees. 8.10.130 Severability. 8.10.140 AppealsProcessing of permits and approvals. 8.10.010 Purpose. The purpose of this chapter is to promote the health, safety, welfare, and quality of life of the residents of the city through the protection of specified trees located on private property within the city, and the establishment of standards for removal, maintenance, and planting of landscaping and trees and landscaping. In establishing these procedures and standards, the city recognizes that trees and landscaping are an essential part of the city’s infrastructure. Their benefits include promoting the health, safety, welfare, and quality of life of the residents of the city; addressing climate change by sequestering carbon and providing a cooling effect; reducing air, water, and noise pollution; preventing soil erosion and stormwater runoff; providing animal 13.b Packet Pg. 392 180906 sm 010 12 and bird habitat; and enhancing the aesthetic environment. iIt is the city's intent to encourage the preservation of trees. 8.10.020 Definitions. For the purposes of this chapter, the following definitions shall apply terms defined in Chapter 8.04 shall have the same meanings in this chapter, and the following terms shall have the meaning ascribed to them in this section: (a) "Basal flare" means that portion of a tree where there is a rapid increase in diameter at the confluence of the trunk and root crown. (b) (a)(b) "Buildableing area" means that area of a parcel: (1) Upon which, under applicable zoning regulations, a structure may be built without a variance, design enhancement exception, or home improvement exception; or (2) Necessary for construction of primary access to structures located on or to be constructed on the parcel, where there exists no feasible means of access which would avoid protected trees. On single-family residential parcels, the portion of the parcel deemed to be the buildableing area under this paragraph (b)(2) shall not exceed ten feet in width. (c) "Building footprint" means the two-dimensional configuration of an existing building's perimeter boundaries as measured on a horizontal plane at ground level. (d) “Designated arborist” means an arborist certified by the International Society of Arboriculture or another nationally recognized tree research, care, and preservation organization, selected by the urban forester, and hired by the city at the applicant’s expense. (d) "Hazardous" means an imminent hazard which constitutes a or high or extreme threat to the safety of persons or property as defined by American National Standards Institute A300, Part 9. (e) Development" means any work upon any property in the city which requires a subdivision, planned community zone, variance, use permit, building permit, demolition permit, or other city approval or which involves excavation, landscaping or construction within the dripline area of a protected tree or is subject to requirements of the California Water Efficient Landscape Ordinance. (f) "Director" means the director of planning and community environmentpublic works or his or her designee. (g) "Discretionary development approval" means planned community zone, subdivision, use permit, variance, home improvement exception, design enhancement exception, or architectural review board approval, or any proposal or application that requires the discretion of the authorizing person or entity. (h) "Dripline area" means the area defined by the projection to the ground of the outer edge of the canopy or area within X distance from the perimeter of the trunk of the tree at four and one-half feet (fifty-four inches) above natural grade where X equals a distance a circle with a radius ten times the diameter of 13.b Packet Pg. 393 180906 sm 010 13 the trunk as measured four and one-half feet (fifty-four inches) above natural grade, whichever is greater. (i) "Excessive pruning means removal of more than one-fourth of the functioning leaf, and stem, or root area of a tree in any twelvethirty six-month period, removal of more than 15 percent of the functioning root area of any Quercus (oak) species in any thirty-six month period, or any removal of the functioning leaf, stem, or root area of a treefoliage so as to cause a significant decline in health or increase to the risk of failure, or the unbalancing of a tree. (j) "Hazardous" means an imminent hazard which constitutes a or high or extreme threat to the safety of persons or property as defined by American National Standards Institute A300, Part 9. (j) "Protected” tree means: (1) Any locally native tree of thethe a species as listed in the Urban Forest Master Plan Quercus agrifolia (Coast Live Oak) or Quercus lobata (Valley Oak) Acer macrophyllum (Bigleaf Maple), Calocedrus decurrens (California Incense Cedar), Quercus agrifolia (Coast Live Oak), Quercus douglasii (Blue Oak), Quercus kelloggii (California Black Oak), or Quercus lobata (Valley Oak), which is eleven and one-half inches in diameter (thirty-six inches in circumference) or more when measured four and one-half feet (fifty-four inches) above natural grade, except coast Rredwood; and (2) Any coast rRedwood tree (species Sequoia sempervirens) that is eighteen inches in diameter (fifty-seven inches in circumference) or more when measured four and one-half feet (fifty-four inches) above natural grade; and (3) Any tree larger than eighteenthirty six inches in diameter (fifty-seven inches in circumference) or more when measured four and one-half feet (fifty-four inches) above natural grade of any species except those exotic and invasive species described as weeds in 8.08.010 and those species classified as high water users by the water use classification of landscape species list approved by the California Department of Water Resources; and (4) Any tree designated for protection during review and approval of a development project; and (5) Any tree designated for carbon sequestration and storage and/or environmental mitigation purposes as identified in an agreement between the property owner and a responsible government agency or recorded as a deed restriction; and (6) (3) Any heritage tree designated by the city council in accordance with the provisions of this chapter; and (6)(7) Any replacement mitigation tree or other tree designated to be planted due to the conditions listed in Section 8.10.055. (k) “Protected tree removal permit” means a ‘city tree permit for regulated tree work’ issued to allow an individual to remove a protected tree. (k)(l) "Remove" or “removal” means any of the following: (1) Complete removal, such as cutting to the ground or extraction, of a tree. 13.b Packet Pg. 394 180906 sm 010 14 (2) Taking any action foreseeably leading to the death of a tree or permanent damage to its health; including but not limited to excessive pruning, cutting, girdling, poisoning, overwatering, underwateringreduced watering due to a landscape change, unauthorized relocation or transportation of a tree, or trenching, excavating, altering the grade, or paving within the dripline area of a tree. (l) "Tree" means any woody plant which has a trunk four inches or more in diameter at four and one-half feet above natural grade level capable of achieving a height of ten feet or more, and a species that typically has a single stem. (m) "Tree report" means a report prepared by an designated arborist certified by the International Society of Arboriculture or another nationally recognized tree research, care, and preservation organization. (n) "Tree Technical ManualLandscape and tTree and landscape technical manual" means the regulations issued by the city manager to implement this chapter. / / 8.10.030 Landscape and Tree and Landscape Technical Manual. The city manager, through the urban forestry section, departments ofand public works, and planning and development services departmentscommunity environment, shall issue regulations necessary for implementation and enforcement of this chapter, which shall be known as the Landscape and Tree and Landscape Technical Manual. The Landscape and Tree and Landscape Technical Manual will be made readily available to the public and shall include, but need not be limited to, standards and specifications regarding: (a) Protection of trees during construction; (b) Replacement of trees allowed to be removed pursuant to this chapter; (c) Maintenance of protected trees (including but not limited to pruning, irrigation, and protection from disease); (d) The format and content of tree reports required to be submitted to the city pursuant to this chapter; (e) The criteria for determining whether a tree is dangerous hazardous within the meaning of this chapter. (f) Landscape design, irrigation, and installation standards consistent with the City’s water efficient landscape regulations; 8.10.040 Disclosure of information regarding existing trees. (a) Any application for discretionary development approval, or for a building or demolition permit where no discretionary development approval is required, shall be accompanied by a statement by a designated arboristthe property owner or authorized agent which discloses whether any protected trees exist on the property which is the subject of the 13.b Packet Pg. 395 180906 sm 010 15 application, and describing each such tree, its species, size, dripline area, and location. This requirement shall be met by including the information on plans submitted in connection with the application. (b) In addition, the location of all other trees on the site and in the adjacent public right of way which are within thirty feet of the building footprintarea proposed for development, and trees located on adjacent property within thirty feet of the proposed building footprint or with canopies overhanging the project site, shall be shown on the plans, identified by species. (c) The director or urban forester may require submittal of such other information as is necessary to further the purposes of this chapter including but not limited to photographs. (d) Disclosure of information pursuant to this section shall not be required when the development for which the approval or permit is sought does not involve any change in an existing building footprint nor any grading or paving, nor change in landscaping which could alter water availability to established plants, hedges, shrubs, or trees. (e) Knowingly or negligently providing false or misleading information in response to this disclosure requirement shall constitute a violation of this chapter. 8.10.050 Prohibited actsRemoval of protected trees. It shall be a violation of this chapter for anyone to remove or cause to be removed a protected tree, except as allowed in this section: (a) In the absence of proposed development, a protected trees shall not be removed unless determined by the director of planning and community environmentpublic works or urban forester grants a protected tree removal permit, having determined, on the basis of a tree report prepared by a certified designated arborist for the applicant and other relevant information, that treatments or corrective practices are not feasible, and that the tree should be removed because: (1) it is dead, is hazardous, is a detriment to or crowding an adjacent protected tree, is impacting the foundation or eaves of a primary residence, or constitutes a nuisance under Section 8.04.050(2) of this code; and that treatments or corrective practices are not reasonable. (a)(2) it is a detriment to or crowding an adjacent protected tree, or is impacting the foundation or eaves of a primary residence. (b) In the case of development on a single-family (R-1) or low density (RE, R-2, or RMD) residential zoned parcellot, other than in connection with a subdivision, a protected trees shall not be removed unless determined by the director of Public Works or Urban Forester that: (1) Protected trees shall not be removed unless the trunk or basal flare of the protected tree is touching or within the building footprint; or, or the director of planning and community environment has determined, on the basis of a tree report prepared by a certified arborist for the applicant and other relevant information, 13.b Packet Pg. 396 180906 sm 010 16 that the tree should be removed because it is dead, is hazardous, is a detriment to or crowding an adjacent protected tree, or constitutes a nuisance under Section 8.04.050(2) of this code. (2) the tree is so close to the building area proposed development that construction would result in the death of the tree, and there is no financially feasible and reasonable design alternative that would permit preservation of the tree; or (3) the tree shcould be removed pursuant due to the conditions listed in Section 8.10.050(a) and treatments or corrective practices are not feasiblesubdivision (a). (2) If no building footprint exists, protected trees shall not be removed unless the trunk of the tree is located in the building area, or the director of planning and community environment has determined, on the basis of a tree report prepared by a certified arborist for the applicant and other relevant information, that the tree should be removed because it is dead, is hazardous, is a detriment to or crowding an adjacent protected tree, or constitutes a nuisance under Section 8.04.050(2) of this code. (3) If removal is allowed because the tree trunk is located in the building footprint, or the trunk or basal flare is in the building area, or because the director of planning and community environment has determined that the tree is so close to the building area that construction would result in the death of the tree, the tree removed shall be replaced in accordance with the standards in the Tree Technical Manual. (c) In connection with In the case of development involving a proposed subdivision of land into two or more parcels, ano protected tree shall not be removed unless determined by the director of Public Works or Urban Forester, on the basis of a tree report prepared by a designated arborist and other relevant information, that: (1) removal is unavoidable due to restricted access to the property or deemed necessary to repair a geologic hazard (landslide, repairs, etc.), in which case only the protected tree or trees necessary to allow access to the property or repair the geologic hazard may be removed, or. (2) the tree shcould be removed pursuant due to the conditions listed in subdivision Section 8.10.050(a) and treatments or corrective practices are not feasible.The tree removed shall be replaced in accordance with the standards in the Tree Technical Manual. Tree preservation and protection measures for any lot that is created by a proposed subdivision of land shall comply with the regulations of this chapter. (d) In the case of development requiring a project approval under Chapter 18.76 (Permits and Approvals), a protected tree shall not be removed unless determined by the urban forester, on the basis of a tree report prepared by a designated arborist and other relevant information, thatremoval of a protected tree may be permitted if retention of the tree would result in reduction of the otherwise-permissible buildableing area of the lot by more than twenty-five percent, and there is no financially feasible and reasonable design alternative that would permit preservation of the tree, except that no protected tree shall be removed solely to accommodate an accessory structure or accessory dwelling unit. 13.b Packet Pg. 397 180906 sm 010 17 (e) In all circumstances other than those described in paragraphs (a), (b), (c), or (d) of this section, a protected tree shall not be removed unless determined by the urban forester, on the basis of a tree report prepared by a designated arborist and other relevant information, that the tree is dead, is hazardous, or constitutes a nuisance under Section 8.04.050(2). (e) 8.10.055 Tree replacement. (1)(a) In the event a protected tree is removed pursuant to subdivisionsSection 8.10.050 (a)(2), (b), (c), or (d), or (e), the tree removed shall be replaced in accordance with the standards in the Landscape and Tree and Landscape Technical Manual and such replacements shall result in no net loss or increase of tree canopy within 15 years. (1)(b) In the event a protected tree is removed pursuant to subdivision Section 8.10.050 (a)(1), mitigation for the removed tree, replacement tree ratio, in lieu fees, or a combination thereof shall be determined by the urban forester, based on factors including but not limited to the species, size, and location of the removed and replacement tree or treesexcept in the cases of crowding an adjacent protected tree or impacting the foundation or eaves of a primary residence, the dripline area of the removed tree, or an equivalent area on the site, shall be preserved from development of any structure unless removal would have been permitted under subdivisions (b), (c), or (d), and tree replacement is required. In all circumstances other than those described in paragraphs (a), (b) and (c) of this section, protected trees shall not be removed unless one of the following applies: (1) The director of planning and community environment has determined, on the basis of a tree report prepared by a certified arborist for the applicant and other relevant information, that the tree should be removed because it is dead, dangerous or constitutes a nuisance under Section 8.04.050(2). In such cases, the dripline area of the removed tree, or an equivalent area on the site, shall be preserved from development of any structure unless removal would have been permitted under paragraph (2), and tree replacement in accordance with the standards in the Tree Technical Manual shall be required. (2) Removal is permitted as part of project approval under Chapter 18.76 (Permits and Approvals) of this code, because retention of the tree would result in reduction of the otherwise-permissible building area by more than twenty-five percent. In such a case, the approval shall be conditioned upon replacement in accordance with the standards in the Tree Technical Manual. 8.10.060 No limitation of authority under Titles 16 and 18. Nothing in this chapter limits or modifies the existing authority of the city under Title 18 (Zoning Ordinance) to require trees, shrubs, hedges, and other plants not covered by this chapter to be identified, retained, protected, and/or planted as conditions of the approval of development. In 13.b Packet Pg. 398 180906 sm 010 18 the event of conflict between provisions of this chapter and conditions of any permit or other approval granted pursuant to Title 16 or Title 18, the more protective requirements shall prevail. 8.10.070 Care of protected trees. (a) All owners of property containing protected trees shall follow the maintenance standards in the Landscape and Tree and Landscape Technical Manual, including avoiding any action foreseeably leading to the death of a tree or permanent damage to its health; including but not limited to excessive pruning, cutting, girdling, poisoning, overwatering, reduced watering due to a landscape change, unauthorized relocation or transportation of a tree, or trenching, excavating, altering the grade, or paving within the dripline area of a tree. (b) The standards for protection of trees during construction contained in the Landscape and Tree and Landscape Technical Manual shall be followed during any development on property containing protected trees. 8.10.080 Development conditions. (a) Discretionary development approvals for property containing protected, regulated/ publicly- owned, or designated trees shallwill include appropriate conditions as set forth in the Tree and Landscape Technical Manual, providing for the protection of such trees during construction and for maintenance of suchthe trees thereafter. Trees may be designated for protection that are significant visually or historically, provide screening between properties, or are a native species that is healthy and important to the nearby ecosystem. (b) It shall be a violation of this chapter for any property owner or agent of the owner to fail to comply with any development approval or building permit condition concerning preservation, protection, and maintenance of any tree, including but not limited to protected trees. 8.10.090 Designation of heritage trees (a) Upon nomination by any person and with the written consent of the property owner(s), the city council may designate a tree or trees as a heritage tree. (b) A tree may be designated as a heritage tree upon a finding that it is unique and of importance to the community due to any of the following factors: (1) It is an outstanding specimen of a desirable species; (2) It is one of the largest or oldest trees in Palo Alto; (3) It possesses distinctive form, size, age, location, and/or historical significance. 13.b Packet Pg. 399 180906 sm 010 19 (c) After council approval of a heritage tree designation, the city clerk shall notify the property owner(s) in writing. A listing of trees so designated, including the specific locations thereof, shall be kept by the departments of public works and planning and community environment. (d) Once designated, a heritage tree shall be considered protected and subject to the provisions of this chapter unless removed from the list of heritage trees by action of the city council. The city council may remove a tree from the list upon its own motion or upon written request by the property owner. Request for such action must originate in the same manner as nomination for heritage tree designation. 8.10.095 Tree removal in HD ZHospital District zone. Tree removal and relocation in the Hospital District (HD) shall be subject to the provisions in Section 18.36.070. To the extent Section 18.36.070 is inconsistent with this chapter, Section 18.36.070 shall control. 8.10.100 Responsibility for enforcement The following designated employee positions may enforce the provisions of this chapter by the issuance of citations: urban forester, landscape architect, project managers in the urban forestry section, chief building official, assistant building official, and code enforcement officer, planning arborist. Section 8.10.110 Enforcement - Remedies for Violation In addition to all other remedies set forth in this code or otherwise provided by law, the following remedies shall be available to the city for violation of this chapter: (a) Stop Work - Temporary Moratorium. (1) If a violation occurs during development, the city shallmay issue a stop work order suspending and prohibiting further activity on the property pursuant to the grading, demolition, and/or building permit(s) (including construction, inspection, and issuance of certificates of occupancy) until a mitigation plan has been filed with and approved by the director, agreed to in writing by the property owner(s), and either implemented or guaranteed by the posting of adequate security. The mitigation plan shall include measures for protection or repair of any remaining trees on the property, and shall provide for replacement of each tree removed on the property or at locations approved by the director of planning and community and by the director of public works, if replacement is to occur on public property. The replacement ratio shall be in accordance with the standards set forth in the Landscape and Tree and Landscape Technical Manual, and shall be at a greater ratio (at least twice prescribed) than that required where tree removal is permitted pursuant to the provisions of this chapter. 13.b Packet Pg. 400 180906 sm 010 20 (2) If a violation occurs in the absence of development, or while an application for a building permit or discretionary development approval for the lot upon which the tree is located is pending, the director shallmay issue a temporary moratorium on development of the subject property, not to exceed eighteen five years months from the date the violation occurred. The purpose of the moratorium is to provide the city an opportunity to study and determine appropriate mitigation measures for the tree removal, and to ensure measures are incorporated into any future development approvals for the property. Mitigation measures as determined by the director shall be imposed as a condition of any subsequent permits for development on the subject property. (b) Civil Penalties. (1) As part of a civil action brought by the city, a court may assess against any person who commits, allows, or maintains a violation of any provision of this chapter which does not result in the removal of a tree, a civil penalty in an amount not to exceed tenfive thousand dollars per violation. (2) Where the violation has resulted in removal of a tree, the civil penalty shall be in an amount not to exceed tenfive thousand dollars per tree unlawfully removed, or twice the replacement value of each such tree, whichever amount is higher. Such amount shall be payable to the city. Replacement value for the purposes of this section shall be determined utilizing the most recent edition of the Guide for Plant Appraisal, published by the Council of Tree and Landscape Appraisers. Damage to a tree protected or regulated by this chapter shall also constitute a violation with the same civil penalties except that repair value shall be used. (c) Injunctive Relief. A civil action may be commenced to abate, enjoin, or otherwise compel the cessation of such violation. (d) Costs. In any civil action brought pursuant to this chapter in which the city prevails, the court shall award to the city all costs of investigation and preparation for trial, the costs of trial, reasonable expenses including overhead and administrative costs incurred in prosecuting the action, and reasonable attorney fees. 8.10.120 Fees. Tree reports required to be submitted to the city for review and evaluation pursuant to this chapter shall be accompanied by the fee prescribed therefor in the municipal fee schedule. 8.10.130 Severability. If any provision of this chapter or the application thereof to any person or circumstance is held to be invalid by a court of competent jurisdiction, such invalidity shall not affect any other provision of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are declared to be severable. 13.b Packet Pg. 401 180906 sm 010 21 8.10.140 Processing of permits and approvals Any application for removal of a protected tree shall follow all applicable sections of Chapter 18.77 with the following additional provisions: (a) Notifications. (1) After submittal of an application to remove a protected tree: (i) All owners and residents of property within 600 feet of the protected tree proposed for removal shall be notified in writing consistent with development applications notification; and (ii) All principal urban forestry partner organizations shall be notified; and (iii) A notice shall be prominently posted on the property specifying location, description of the tree, and the basis for the application. (2) Upon determination of a protected tree removal application, a notification shall be sent out to all owners and residents of property within 600 feet of the protected tree proposed for removal, and to principal urban forestry partner organizations. (b) Appeals. (1) Any person seeking the director's approval to remove a protected tree pursuant to the ordinance codified in this chapter who is aggrieved by a decision of the director may appeal such decision in accordance with the procedures set forth in Chapter 18.78 (Appeals). (2) Any permit or approval to remove a protected tree may be appealed by an owner or resident of property within 600 feet of the protected tree proposed for removal. SECTION 5. If any section, subsection, clause or phrase of this Ordinance is for any reason held to be invalid, such decision shall not affect the validity of the remaining portion or sections of the Ordinance. The Council hereby declares that it should have adopted the Ordinance and each section, subsection, sentence, clause or phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid. SECTION 6. The Council finds that this ordinance is exempt from the provisions of the California Environmental Quality Act (“CEQA”), pursuant to Section 15061 of the CEQA Guidelines, because it can be seen with certainty that there is no possibility that the ordinance will have a significant effect on the environment. Alternatively, the ordinance is also exempt under CEQA Guidelines Section 15308 because it involves regulatory action for the protection of the environment. / / / / / / 13.b Packet Pg. 402 180906 sm 010 22 SECTION 7. This ordinance shall be effective on the thirty-first day after the date of its adoption. INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: ____________________________ ____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: ____________________________ ____________________________ Deputy City Attorney City Manager ____________________________ Director of ____________________________ Director of Administrative Services 13.b Packet Pg. 403 DATE: August 5, 2021 TO: Policy and Services Committee FROM: Jeff Greenfield, Winter Dellenbach, Doria Summa, Karen Holman SUBJECT: URBAN FORESTRY & PARKS AND RECREATION COMMISSION RELATIONSHIP We recommend that City Council direct staff to follow up on previous discussions between staff and the Parks and Recreation Commission (PRC) about the PRC serving as a community forum for urban forestry community issues, and advising City Council on matters related to the Urban Forest Master Plan (UFMP) and other appropriate activities of the Urban Forestry (UF) section. On 10/22/19, the PRC and Urban Forester agreed in principle to pursue a formal relationship, as highlighted above. A PRC ad hoc group met with UF and Community Services Department (CSD) staff and developed a potential framework for a formal PRC-UF relationship. This framework includes details on the purpose and function of a community forum, and the PRC’s role and limitations. A proposal was forwarded to the Public Works and CSD Directors in early 2020, but this initiative stalled during the pandemic. This initiative by the PRC ad hoc and staff is consistent with the Urban Forest Master Plan (UFMP) and the Parks, Trails, Natural Open Space and Recreation Master Plan and addresses specific mandates in the UFMP. We believe that an official relationship between Urban Forestry and the Parks and Recreation Commission has the potential to enhance our urban trees and canopy and be a net benefit to both UF staff and the broader community. If this discussion proves the correct path, it would require the PRC “purpose and duties” under Section 2.25.050 be updated accordingly to reflect this charge. 13.b Packet Pg. 404 DATE: August 5, 2021 TO: Policy and Services Committee FROM: Jeff Greenfield, Winter Dellenbach, Doria Summa, Karen Holman SUBJECT: URBAN FORESTER POSITION We recommend that the position of Urban Forester be elevated to Assistant Director level in the Public Works Department. We believe the Urban Forester serves a crucial role in our community, charged with the protection of our living infrastructure, as identified in our Comprehensive Plan. Accordingly, increased visibility and authority is justified to appropriately oversee the future health and expansion of our urban canopy. 13.b Packet Pg. 405 Parks and Recreation Commission / Urban Forestry Community Forum Relationship - Draft 10/04/21 Purpose of the Community Forum: • Implement programs of the Urban Forest Master Plan (UFMP) to optimize communication (4.A, 4.A.iii), address common issues (4.B), share information, and facilitate collaboration on meeting challenges such as invasive species (6.J.ii) or carbon credit programs (3.A.ii) • Assess and consider how to expand tree canopy as described in the UFMP, Parks Master Plan, Comprehensive Plan, Sustainability/Climate Action Plan, and Green Infrastructure Plan • Foster communication and collaboration between the community, Urban Forestry, and Community Services regarding the Urban Forest Master Plan and related topics identified in other City Plans Function of the Community Forum: • Hear an annual agendized report on the State of the Urban Forest and provide a venue for public comment • Provide a formal outlet for public information or comment on significant issues, projects, policies, or reports that may affect the urban forest • Provide an opportunity for staff to present on the Urban Forest Master Plan • Provide the PRC an opportunity to provide feed-back relating to the interpretation of the goals, policies, programs, and implementation strategies of the Urban Forest Master Plan • Provide an opportunity to discuss significant urban forest issues that are of concern to the community and/or the Commission Commission’s Role: • Provide feedback, recommendations, and interpretation to Urban Forestry on goals, policies, programs, and implementation strategies of the Urban Forest Master Plan • Recommendations to Urban Forest staff may include things like suggesting priorities or identifying potential issues to assess, possibly based on public comment • Provide comments, or recommendations via action, to City Council on Urban Forestry policy • Respond to direction from City Council to work with UF on related matters • Inquiring about related community concerns • Monthly communication between the staff liaison (Urban Forester) and the PRC Urban Forest Ad Hoc Committee or Liaison via email or in person. • Minor updates and general info status can be communicated routinely through the PRC monthly Ad Hoc report, which goes on record as part of the monthly PRC meeting. More nuanced information may be conveyed at monthly meetings during the staff report or verbal Ad Hoc update. Limitations: • The PRC will not hear appeals, consider claims, or register complaints against staff. 13.c Packet Pg. 406 • Staff will not be directed to take any specific action; however the PRC may request staff to explore, report, consider, or provide recommendations. In addition, issues may be forwarded to City Council with opinions as documented in minutes. • Care will be taken to avoid engaging in details of projects that are the role of other Departments, Boards, or Commissions 13.c Packet Pg. 407