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Home My WebLink About2020-12-09 e-packet@7:00Wednesday, December 9, 2020 7:00 PM City of South San Francisco P.O. Box 711 South San Francisco, CA TELECONFERENCE MEETING City Council Regular Meeting Agenda December 9, 2020City Council Regular Meeting Agenda TELECONFERENCE MEETING NOTICE THIS MEETING WILL BE CONDUCTED PURSUANT TO THE PROVISIONS OF THE GOVERNOR’S EXECUTIVE ORDERS N-29-20 AND N-63-20 ALLOWING FOR DEVIATION OF TELECONFERENCE RULES REQUIRED BY THE BROWN ACT & PURSUANT TO THE ORDER OF THE HEALTH OFFICER OF SAN MATEO COUNTY DATED MARCH 31, 2020 AS THIS MEETING IS NECESSARY SO THAT THE CITY CAN CONDUCT NECESSARY BUSINESS AND IS PERMITTED UNDER THE ORDER AS AN ESSENTIAL GOVERNMENTAL FUNCTION. The purpose of conducting the meeting as described in this notice is to provide the safest environment for staff and the public while allowing for public participation. Councilmembers Matsumoto, Nagales and Nicolas, Vice Mayor Addiego and Mayor Garbarino and essential City staff will participate via Teleconference. PURSUANT TO RALPH M. BROWN ACT, GOVERNMENT CODE SECTION 54953, ALL VOTES SHALL BE BY ROLL CALL DUE TO COUNCIL MEMBERS PARTICIPATING BY TELECONFERENCE. MEMBERS OF THE PUBLIC MAY VIEW A VIDEO BROADCAST OF THE MEETING BY: Internet: https://www.ssf.net/government/city-council/video-streaming-city-and-council-meetings/city-council Local cable channel: Astound, Channel 26 or Comcast, Channel 27 Or via Zoom: Please click on the link below to register for the session: https://ssf-net.zoom.us/webinar/register/WN_Hm4f15mGSICY3hcVBqi2nQ After registering, you will receive a confirmation email containing information about joining the meeting. Please note that dialing in will only allow you to listen in on the meeting. To make a public comment during the Zoom meeting follow the instructions listed under Remote Public Comments. Page 2 City of South San Francisco Printed on 4/12/2021 December 9, 2020City Council Regular Meeting Agenda PEOPLE OF SOUTH SAN FRANCISCO You are invited to offer your suggestions. In order that you may know our method of conducting Council business, we proceed as follows: The adjourned regular meetings of the City Council are held on the second and fourth Wednesday of each month at 7:00 p.m. The City Clerk will read successively the items of business appearing on the Agenda. As she completes reading an item, it will be ready for Council action. RICHARD A. GARBARINO, Mayor MARK ADDIEGO, Vice Mayor MARK NAGALES, Councilmember BUENAFLOR NICOLAS, Councilmember KARYL MATSUMOTO, Councilmember ROSA GOVEA ACOSTA, City Clerk FRANK RISSO, City Treasurer MIKE FUTRELL, City Manager SKY WOODRUFF, City Attorney In accordance with California Government Code Section 54957.5, any writing or document that is a public record, relates to an open session agenda item, and is distributed less than 72 hours prior to an adjourned regular meeting will be made available for public inspection in the City Clerk ’s Office located at City Hall. If, however, the document or writing is not distributed until the adjourned regular meeting to which it relates, then the document or writing will be made available to the public at the location of the meeting, as listed on this agenda. The address of City Hall is 400 Grand Avenue, South San Francisco, California 94080. Page 3 City of South San Francisco Printed on 4/12/2021 December 9, 2020City Council Regular Meeting Agenda Call to Order1. Roll Call2. REMOTE PUBLIC COMMENTS Remote Public Comments Received3. Members of the public may address the City Council regarding items that are on the agenda or on items that are not on the agenda. The Public Comments portion of the meeting is reserved for persons wishing to address the Council on any matter NOT on the agenda. Speakers are allowed to speak on any topic for up to three minutes during this section. If there appears to be a large number of speakers, speaking time may be reduced subject to the Mayor’s discretion to limit the total amount of time for public comments (Gov. Code sec. 54954.3.(b)(1).). Comments that are not in compliance with the City Council's rules of decorum may be summarized for the record if they are in writing or muted if they are made live. Members of the public wishing to participate are encouraged to submit public comments in writing in advance of the meeting to e-mail: all-cc@ssf.net by 4:00 p.m. on the meeting date. Emails received by the deadline will be forwarded to the City Council and read into the record by the City Clerk. Emails received after 4:00 p.m. will not be read during the meeting but will be entered into the record for the meeting. •If you are commenting on a particular item on the agenda, please identify the agenda item in the subject line of your email. •If you are commenting on an item not listed on the agenda, please identify your comment as a General Public Comment in the subject line of your email. State law prevents Council from taking action on any matter not on the agenda; your comments may be referred to staff for follow up. Oral Comments: Speakers are asked to register in advance via the Zoom platform by 4:00 p.m. on the meeting date, meeting information listed on the agenda. You will be asked to enter a name, an email address, and the Agenda item about which you wish to speak or to state that you wish to provide a comment about an item that is not on the agenda. Your email address will not be disclosed to the public. After registering, you will receive an email with instructions on how to connect to the meeting. When the City Clerk announces the item on which you wish to speak, including general public comments, your name will be called and you will be unmuted. No more than three minutes will be allocated to read each email comment, and oral comments will also be limited to no more than three minutes. Approximately 300 words total can be read in three minutes. Page 4 City of South San Francisco Printed on 4/12/2021 December 9, 2020City Council Regular Meeting Agenda Resolution canvassing returns and declaring results of the 2020 Statewide General Election of November 3, 2020. 4. Outgoing comments from Councilmember Matsumoto5. Outgoing comments from Mayor Garbarino6. Public Comments by Elected Officials for outgoing Councilmembers7. 5 Minute Intermission Vice Mayor resumes meeting8. Vice Mayor declares the purpose of the meeting: Reorganization of the City Council a.Virtual Oaths of Office administered to incoming Councilmembers: Mark Nagales, District 2 James Coleman, District 4 b.Nominations for Mayor; close of nominations; appointment c.Nominations for Vice Mayor; close of nominations; appointment 9. Incoming remarks from Councilmember Coleman, District 410. Incoming remarks from Councilmember Nagales, District 211. Incoming remarks from Mayor12. Page 5 City of South San Francisco Printed on 4/12/2021 December 9, 2020City Council Regular Meeting Agenda Mayor Calls the Meeting to Order1. Roll Call2. Report regarding options for filling a vacancy in an at-large City Council office. (Sky Woodruff, City Attorney and Rosa Govea Acosta, City Clerk) 3. CONSENT CALENDAR Motion to approve the Minutes for the meetings of October 14, 2020, October 21, 2020 and October 27, 2020. 4. Report regarding Ritvik Kumar declining Housing Authority Commission appointment, and Luis Antonio Mercado’s continued service on the Commission until the next recruitment in Spring of 2021. (Rosa Govea Acosta, City Clerk, and Sky Woodruff, City Attorney) 5. Report regarding a resolution approving an Agreement between the City of South San Francisco and the San Mateo County Flood and Sea Level Rise Resiliency District for shared maintenance services of the Colma Creek Flood Channel. (Eunejune Kim, Public Works Director) 6. Resolution approving and authorizing the City Manager to execute an Agreement for shared maintenance services with the San Mateo Flood and Sea Level Rise and Flood Resiliency District for the maintenance of Colma Creek. 6a. Report regarding adoption of an Ordinance amending Section 20.300.010 of the South San Francisco Municipal Code (“Performance Standards”) to include a reference to the local agency override process (Adena Friedman, Senior Planner). 7. Ordinance amending the South San Francisco Municipal Code Section 20.300.010 (“Performance Standards”) to include a reference to the local agency override process. 7a. PUBLIC HEARING Report regarding a public hearing on the Program Year 2019-20 (PY 19-20) Consolidated Annual Performance and Evaluation Report (CAPER) for the Community Development Block Grant Program and adopting a resolution approving the PY 19-20 CAPER and authorizing its submittal to the U.S. Department of Housing and Urban Development (Heather Ruiz, Acting Community Development Coordinator) 8. Resolution approving the Program Year 2019-20 Consolidated Annual Performance and Evaluation Report for the Community Development Block Grant and authorizing its submittal to the U.S. Department of Housing and Urban Development. 8a. Page 6 City of South San Francisco Printed on 4/12/2021 December 9, 2020City Council Regular Meeting Agenda ADMINISTRATIVE BUSINESS Report regarding a resolution approving an Access and Permit agreement between the City of South San Francisco and the San Mateo County Flood and Sea Level Rise Resiliency District, and a resolution awarding a construction contract to Minerva Construction Inc. of San Francisco, California for the Orange Memorial Park Storm Water Capture Project (Project No. sd1801) in an amount not to exceed $8,747,430, authorizing a total construction budget of $11,371,659, and authorizing the City Manager to execute agreements on behalf of the City. (Bianca Liu, Senior Civil Engineer) 9. Resolution awarding a construction contract to Minerva Construction of San Francisco, California for the Orange Memorial Park Storm Water Capture Project (Project No. sd1801) in an amount not to exceed $8,747,430 and authorizing a total construction budget of $11,371,659. 9a. Resolution approving and authorizing the City Manager to execute an Access and Permit Agreement between the City of South San Francisco and the San Mateo County Flood and Sea Level Rise Resiliency District for the Orange Memorial Park Storm Water Capture Project. 9b. Report regarding a resolution authorizing the City Manager to execute a consulting services contract amendment with Akel Engineering Group, Inc. of Fresno California for the Sewer Master Plan (ss1801) for $293,692 and authorizing Budget Amendment 21.028 to add $225,000 for a total project budget of $725,000. (Jason Hallare, Senior Civil Engineer) 10. Resolution authorizing the City Manager to execute a consulting services contract amendment with Akel Engineering Group, Inc. of Fresno California for the Sewer Master Plan (ss1801) for $293,692 and authorizing Budget Amendment 21.028 to add $225,000 for a total project budget of $725,000. 10a. Report regarding a resolution approving and authorizing the City Manager to execute three agreements facilitating a Public Private Partnership with GTE Mobilnet of California Limited Partnership, d/b/a Verizon Wireless (Tony Barrera, Director of Information Technology) 11. Resolution approving and authorizing the City Manager to execute three agreements facilitating a Public Private Partnership with GTE Mobilnet of California Limited Partnership, d/b/a Verizon Wireless 11a. Page 7 City of South San Francisco Printed on 4/12/2021 December 9, 2020City Council Regular Meeting Agenda ITEMS FROM COUNCIL – COMMITTEE REPORTS AND ANNOUNCEMENTS C/CAG Committee Vacancies for Elected Officials. (Mayor)12. ADJOURNMENT Page 8 City of South San Francisco Printed on 4/12/2021 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-957 Agenda Date:12/9/2020 Version:1 Item #:1. Call to Order City of South San Francisco Printed on 12/4/2020Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-958 Agenda Date:12/9/2020 Version:1 Item #:2. Roll Call City of South San Francisco Printed on 12/4/2020Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-952 Agenda Date:12/9/2020 Version:1 Item #:3. Remote Public Comments Received City of South San Francisco Printed on 12/4/2020Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-950 Agenda Date:12/9/2020 Version:1 Item #:4. Resolution canvassing returns and declaring results of the 2020 Statewide General Election of November 3, 2020. WHEREAS,the 2020 Statewide General Election was held on November 3, 2020, pursuant to Resolution No. 74-2020, to call a district-based municipal election to elect one (1) member from District two and one (1) member from District four; and WHEREAS, the City Clerk presented to the City Council, for its inspection, all returns of the votes cast, pursuant to California Election Code Section 10264. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that it finds: 1.That there were 8,044 registered voters in District 2 and that 6,653 total ballots were cast for District 2 in the City of South San Francisco; and 2.That there were 8,595 registered voters in District 4 and that 7,335 total ballots were cast for District 4 in the City of South San Francisco; and 3.That the names of persons voted for as submitted at said General Municipal Election are as follows: a)As regularly-nominated candidates: Mark Nagales Councilmember, District 2 Richard Garbarino Councilmember, District 4 James Coleman Councilmember, District 4 b)As write-in candidates: None 4.Election Results a)That the record of the votes cast at said Statewide General Election in favor of said candidates as shown by the official count at each of the several precincts established throughout the City of South San Francisco by the City Council for the purpose of conducting the consolidated election is as shown in Exhibit 1 attached hereto,the sameCity of South San Francisco Printed on 12/10/2020Page 1 of 2 powered by Legistar™ File #:20-950 Agenda Date:12/9/2020 Version:1 Item #:4. conducting the consolidated election is as shown in Exhibit 1 attached hereto,the same being a tabulation of the votes by precincts. b)That the total votes cast at said Statewide General Election in favor of said candidates for the Offices of City Council Member for District 2 and 4 as shown by the official count, and included in the total set forth in Exhibit 1 are as follows: City Council: District 2 Mark Nagales 5,032 District 4 James Coleman 3,443 Richard Garbarino 3,144 5.That the City Council of South San Francisco hereby declares as follows: Mark Nagales was duly elected at said Statewide General Election as District 2 Councilmember of the City of South San Francisco. James Coleman was duly elected at said Statewide General Election as District 4 Councilmember of the City of South San Francisco. BE IT FURTHER RESOLVED that: 1.The City Clerk of South San Francisco shall, and is hereby ordered to, to issue Certificate of Election to Mark Nagales as the District 2 member of the City Council. 2.The City Clerk of South San Francisco shall, and is hereby ordered to, to issue Certificate of Election to James Coleman as the District 4 member of the City Council. BE IT FURTHER RESOLVED that this Resolution shall be effective immediately upon adoption. ***** City of South San Francisco Printed on 12/10/2020Page 2 of 2 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-960 Agenda Date:12/9/2020 Version:1 Item #:5. Outgoing comments from Councilmember Matsumoto City of South San Francisco Printed on 12/4/2020Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-961 Agenda Date:12/9/2020 Version:1 Item #:6. Outgoing comments from Mayor Garbarino City of South San Francisco Printed on 12/4/2020Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-962 Agenda Date:12/9/2020 Version:1 Item #:7. Public Comments by Elected Officials for outgoing Councilmembers City of South San Francisco Printed on 12/4/2020Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-963 Agenda Date:12/9/2020 Version:1 Item #:8. Vice Mayor resumes meeting City of South San Francisco Printed on 12/4/2020Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-964 Agenda Date:12/9/2020 Version:1 Item #:9. Vice Mayor declares the purpose of the meeting: Reorganization of the City Council a.Virtual Oaths of Office administered to incoming Councilmembers: Mark Nagales, District 2 James Coleman, District 4 b.Nominations for Mayor; close of nominations; appointment c.Nominations for Vice Mayor; close of nominations; appointment City of South San Francisco Printed on 12/4/2020Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-965 Agenda Date:12/9/2020 Version:1 Item #:10. Incoming remarks from Councilmember Coleman, District 4 City of South San Francisco Printed on 12/4/2020Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-966 Agenda Date:12/9/2020 Version:1 Item #:11. Incoming remarks from Councilmember Nagales, District 2 City of South San Francisco Printed on 12/4/2020Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-968 Agenda Date:12/9/2020 Version:1 Item #:12. Incoming remarks from Mayor City of South San Francisco Printed on 12/4/2020Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-969 Agenda Date:12/9/2020 Version:1 Item #:1. Mayor Calls the Meeting to Order City of South San Francisco Printed on 12/4/2020Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-970 Agenda Date:12/9/2020 Version:1 Item #:2. Roll Call City of South San Francisco Printed on 12/4/2020Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-972 Agenda Date:12/9/2020 Version:1 Item #:3. Report regarding options for filling a vacancy in an at-large City Council office.(Sky Woodruff, City Attorney and Rosa Govea Acosta, City Clerk) RECOMMENDATION It is recommended that the City Council receive a report about options for filling a vacancy in an at-large City Council office,deliberate regarding the options,and provide direction to staff about the City Council’s preference for how to proceed. BACKGROUND/DISCUSSION Councilmember Nagales was elected to an at-large position on the Council at the November 2018 election.The term of office for that position is four years.The City Council is transitioning to district elections,with elections for Districts 2 and 4 on the November 2020 ballot.Councilmember Nagales resides in District 2 and qualified as a candidate for the District 2 Council office.At the November 2020 election,Councilmember Nagales was elected to the District 2 office.It is anticipated that,prior to this item being heard at the December 9,2020,City Council meeting,Councilmember Nagales will assume the District 2 office.His at-large seat will then become vacant with an unexpired term of two years.This report is intended to provide the City Council with information regarding its options for filling the vacancy and some relevant considerations. If a member of City Council vacates their seat prior to the end of their term,the City Council may fill the vacancy either by appointment or by calling a special election.Either way,the vacancy must be filled within 60 days from its commencement.The person appointed or elected to fill the vacancy would hold the at-large seat for the remainder of the term.At the November 2022 election,the other three Council seats will be converted to district offices, and this at-large position will be eliminated. A.The Vacancy Will Occur on December 9, 2020. Councilmember Nagales’at-large position on the City Council will become vacant when he assumes the office of District 2 Councilmember.That occurs when the results of the November 3 election are declared and he takes the oath of office.Presently,the Council reorganization is anticipated to occur on December 9,2020.The vacancy will occur on that date,when Councilmember Nagales leaves his at-large position and assumes the District 2 office. B.The City Council Must Act on the Vacancy by February 5, 2021. If a vacancy occurs on the City Council the City Council “shall,within 60 days from the commencement of the vacancy,either fill the vacancy by appointment or call a special election to fill the vacancy.”Thus,under state law, the City Council must take one of those actions by February 5, 2021. City of South San Francisco Printed on 12/4/2020Page 1 of 3 powered by Legistar™ File #:20-972 Agenda Date:12/9/2020 Version:1 Item #:3. C.The City Council May Fill the Vacancy by Appointment. As noted above,state law simply states that appointment is one option for filling a vacancy on the City Council. There are no state laws or Municipal Code provisions establishing specific procedures to make an appointment. No formal application process is required,although it is common and was used by the City Council in 2012. The City Council may appoint any eligible person to the vacancy.In this case,a person is eligible to be appointed to fill the vacancy if they would be eligible to be a candidate for City Council.Since the vacant office will be an at-large seat on the Council,the person appointed may reside anywhere in the City.If the City Council elects to fill the vacancy by appointment,the Brown Act requires any interviews conducted by the entire City Council to be held in open session.The City Council can-and has in the past-requested that applicants not attend the interviews of other applicants. A person appointed in the second half of a term of office,or in the first half of a term of office with less than one 130 days left until the next general municipal election,shall hold office for the unexpired term of the former incumbent.Here,Councilmember Nagales would vacate the at-large seat in the second half of his term in office.Therefore,any person appointed would hold office for the unexpired term,until the Councilmembers elected at the November 2022 election assumes office.As discussed below,the City Council may also make an interim appointment,in which case the person would hold office until the results of a special election were finalized. D.The City Council May Fill the Vacancy by Calling a Special Election. The City Council may also choose to call a special election to fill the vacancy.A person elected to fill a vacancy holds office for the unexpired term of the former incumbent.The special election must be held on the next regularly established election date, not less than 114 days from the call of the special election. In 2021,the only established election dates for a standard election are March 2nd and November 2nd .It is already too late to call a special election on March 2,2021 (the 114th day was November 8,2020).So,for a standard election,the only available date would be November 2,2021.The Council seat would remain vacant until that time, unless the Council chooses to make an interim appointment, as discussed below. The City Council may also call a mail-only election to fill a vacancy.Mail ballot elections to fill a vacancy must be authorized by resolution;the election cannot be held on the same date as a statewide primary or general election;and the election cannot be consolidated with any other elections.The established mail ballot election dates are May 4 and August 31,2021.County elections officials have informed us that,for a mail ballot election, they would be able to offer drop boxes and a vote center in South San Francisco. E.The City Council May Make an Interim Appointment. The City Council may also opt to make an interim appointment to fill the vacancy until a special election can occur and the person elected assumes the office.In 2012,when Kevin Mullin’s seat became vacant,the City Council made an interim appointment.Pradeep Gupta was appointed until the November 2013 election.He was elected at that election and served the unexpired remainder of the term. F.Recommended Process and Steps Following the Office Becoming Vacant. Because of the limited time available,the Council should consider a process similar to this,which is consistent with the process that the Council used in 2012: ·At the December 9th regular meeting or a special meeting soon thereafter,discuss whether to fill theCity of South San Francisco Printed on 12/4/2020Page 2 of 3 powered by Legistar™ File #:20-972 Agenda Date:12/9/2020 Version:1 Item #:3. ·At the December 9th regular meeting or a special meeting soon thereafter,discuss whether to fill the vacancy by appointment or special election. ·If the Council decides to fill the vacancy by appointment,decide whether to advertise the vacancy and solicit applications.Alternatively,the City Council may decide to allow members to nominate candidates without an application process.The Council would likely still want to conduct interviews of the nominees,as it did in 2012.As part of the 2012 process,the Council used a set of standard questions, but Councilmembers were free to ask other questions as well. ·The City Council should set a deadline for applications.Staff can develop a schedule for interviews of applicants or nominees. ·If the City Council is concerned about an overwhelming number of applications,it may appoint an ad hoc committee to review applications and submit a recommended short list of candidates,subject to the Council as a whole retaining the ability to interview anyone not selected by the subcommittee. ·At the conclusion of the interviews,the City Council would meet to discuss the candidates and decide on an appointee. ·If the Council is unable to decide on an appointee or,after one or more meetings,opts to fill the vacancy by special election,the Council should decide on an election date and method of conducting the election.With that direction,staff would return at a subsequent meeting with a resolution calling the special election. ·If the City Council decides to fill the vacancy by special election,it should at the same time consider whether to make an interim appointment. ·All actions should be completed by February 5, 2021. FISCAL IMPACT The cost of a special election to fill the vacancy is currently estimated to be $611,000 -$733,000 regardless of the date.That amount could be reduced if other local government agencies also held elections on the same date. The County has informed us that several other agencies in San Mateo County are also considering holding special elections. There would be other much less significant costs associated with a process to fill the vacancy by appointment, as described in this report. CONCLUSION The City Council must decide how to fill the remaining two-year term in an at-large City Council office,which became vacant when Councilmember Nagales took the District 2 City Council office.The City Council must make a decision by February 5,2021.The City Council may fill the vacancy by appointment or special election,and may make an interim appointment,if it decides to call a special election.It is recommended that the City Council receive this report, deliberate on the options, and direct staff accordingly. City of South San Francisco Printed on 12/4/2020Page 3 of 3 powered by Legistar™ From:Acosta, Rosa To:All at City Clerk"s Office Subject:FW: Open letter on Council appointment process Date:Monday, December 7, 2020 7:15:08 PM Please attach to the discussion item as an SB 343 item. Thanks, Rosa ________________________________________ From: John C. Baker Sent: Monday, December 07, 2020 7:10 PM To: Addiego, Mark; Nagales, Mark; Nicolas, Flor; Coleman, James; James Coleman Cc: Matsumoto, Karyl; Garbarino, Rich; Acosta, Rosa; Everything South City; Change Ssf Subject: Open letter on Council appointment process Dear members of the South San Francisco City Council, You will soon be deciding how to fill a vacancy on the council. If past practice is any guide, the likely course will be via an appointment by the rest of the council that will serve until the next general election. When considering whom to appoint to the City Council, I’d like you to consider one figure: 88 percent. That’s the percentage of local incumbents running since 2000 who have been re-elected to either the South San Francisco City Council (16 of 18) or the SSFUSD Board (12 of 14). Yes, we had an incumbent fall short in each of the last two city council elections, but before that, councilmembers were a perfect 14 for 14. That combined 28 for 32 record rounds to 88 percent. Someone being appointed to the council only has to have the initial support of four people, and, if eligible to run again, will certainly have the inside track when the position is up for election (likely at the end of Councilmember Nagales’ original term in November 2022). Local races are generally — and unfortunately — low-information races, so what a candidate lists as their occupation goes a long way. The word “incumbent” in that voter pamphlet generally goes even farther. Recent events, both electoral and societal, have shown us that South San Francisco is changing. Let’s facilitate that change by appointing someone who will not run again in 2022 (or whenever the council determines the seat will next be up for election). Unfortunately, as developments in other cities<http://www mercurynews.com/ci_22879369/three-seats-san-carlos- city-council-already-have> have shown, the Board cannot make it a requirement that appointed members not run for re-election. In fact, when the San Mateo County Community College District board had to appoint a new member in 2013, the remaining board members specifically eliminated all the applicants<http://www.smdailyjournal.com/articles/lnews/2013-06-05/seven-hopefuls-remain-for-san-mateo- county-community-college-district-board-appointment/1772225.html> who either wavered on running or outright said they would not run in the next election. They said this was in the interest of “continuity.” It was also disappointing — and, yes, the appointed incumbent was promptly re-elected. Being a councilmember is indeed a tough job that requires an understanding of a myriad of complicated responsibilities: fiscal, planning, and legal. I understand a desire for continuity. I don’t, however, believe that need for continuity overrides the key precept of our democracy — that the electors of the city choose their representatives. Please, set an example by appointing someone to the council that pledges they will not run again. Further, because it seems you cannot compel that pledge, and because this seat is an "at-large” one rather than limited to a specific district, I encourage councilmembers to intentionally consider someone who will be ineligible to run again in 2022 because their home council district will not be up for election. (I realize this would likely result in yet another west of ECR councilmember, but I believe the gains would outweigh the optics.) I am in full recognition as I write this letter that I was myself the beneficiary of a school board appointment in 2016 and then won two elections with the strength of my incumbency playing a role. In fact, I think that fact gives me a unique insider perspective. South San Francisco has been leading change on the Peninsula for decades. I suspect we’ll see that evolution continue in the next election, so let’s appoint a true caretaker who will allow that evolution to thrive rather than Government Code Section 54957.5 SB 343 Agenda: 12/9/2020 Item # 3 someone who will potentially occupy that seat for years. Sincerely, John Baker <https://www.ssf net/cityhallvideo/> City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-953 Agenda Date:12/9/2020 Version:1 Item #:4. Motion to approve the Minutes for the meetings of October 14, 2020, October 21, 2020 and October 27, 2020. City of South San Francisco Printed on 4/12/2021Page 1 of 1 powered by Legistar™ CALL TO ORDER Mayor Garbarino called the meeting to order at 7:01 p.m. ROLL CALL Present: Councilmembers Matsumoto, Nagales, and Nicolas, Vice Mayor Addiego, and Mayor Garbarino. AGENDA REVIEW No changes. ANNOUNCEMENTS FROM STAFF City Manager Futrell provided an update on the census count and stated the response rate for South San Francisco was at 79.8%. Assistant City Manager Ranals invited the community to participate in an online survey from the Cultural Arts Commission to share their thoughts about public art in the city. PRESENTATIONS Item heard out of order 1. Presentation by San Mateo County Assistant Chief Elections, Jim Irizarry on voter registration, Vote by Mail, Ballot Box drop-off locations and polling place information for the General Municipal Election on November 3, 2020. (Rosa Govea Acosta, City Clerk) San Mateo County Assistant Chief Elections Official Irizarry provided a presentation on the upcoming General Municipal Election. He provided information on the Voters Choice Act, voter registration, polling places and ballot tracking. He also provided information on voter education and outreach, along with new safety measures to protect voters and staff. Vice Mayor Addiego inquired about the ballot pickup dates. Mr. Irizzary indicated that the ballot box would be emptied every 48 to 72 hours. Under current law all ballots in California must be submitted in paper. State law requires election staff to process the ballots 29 days before the election, they cannot review the election results until 8 p.m. on Election Day. MINUTES REGULAR MEETING CITY COUNCIL CITY OF SOUTH SAN FRANCISCO WEDNESDAY, OCTOBER 14, 2020 7:00 p.m. Teleconference via Zoom City Council conducted this meeting in accordance with California Governor Newsom’s Executive Orders N-25-20 and N-29-20 and COVID-19 pandemic protocols. REGULAR CITY COUNCIL MEETING OCTOBER 14, 2020 MINUTES PAGE 2 Councilmember Nagales inquired about the misconception of the security of U. S. Postal Service. Mr. Irizarry indicated that staff meets with the post office staff on a weekly basis and ballots receive priority. Library Director Sommers provided an overview of the current voter data and encouraged voters to vote early. Councilmember Matsumoto inquired whether the County was still hiring given the number of residents that had lost their jobs. Mr. Irizarry stated the County had met their goal for staffing the election. City Clerk Govea Acosta provided clarification on Library staff and County Election staff at the Main Library vote center. She also provided additional information about a possible location for a drive-up ballot drop box for future elections. 2. Certificate of Recognition honoring Jim Fitzpatrick for his International Art Tour, Artist of the Decade honor. (Karyl Matsumoto, Councilmember) Councilmember Matsumoto read into the record a certificate of recognition honoring Jim Fitzpatrick for his International Art Tour, Artist of the Decade. Mr. Fitzpatrick thanked the Council for their recognition and support. 3. Presentation of a proclamation recognizing October as Filipino American History Month. (Richard Garbarino, Mayor) Councilmember Nagales read into the record a proclamation recognizing October as Filipino American History Month. Charity Bulos Ramilo accepted the recognition on behalf of her grandmother, Alice Bulos and thanked the Council for the recognition. 4. Presentation of a proclamation recognizing October as Italian Heritage Month. (Richard Garbarino, Mayor) Vice Mayor Addiego read into the record a proclamation recognizing October as Italian Heritage Month and presented the recognition to Mayor Garbarino for his many contributions to the community. 5. Presentation of a proclamation recognizing National Epidermolysis Bullosa (EB) Awareness week as October 25-31, 2020. (Richard Garbarino, Mayor) Councilmember Nicolas read into the record a proclamation recognizing National Epidermolysis Bullosa (EB) Awareness week as October 25-31, 2020. Nisha Trivedi accepted the proclamation and provided information about Epidermolysis Bullosa. She also encouraged the community to share their stories and thanked Council for the recognition. 6. Certificate of Recognition to Sunshine Pharmacy and the Garibaldi Family for 50 years of service. (Richard Garbarino, Mayor) Vice Mayor Addiego read into the record a certificate of recognition to Sunshine Pharmacy and the Garibaldi Family for 50 years of service and their contributions to the community of South San Francisco. Mayor Garbarino thanked them for their services. REGULAR CITY COUNCIL MEETING OCTOBER 14, 2020 MINUTES PAGE 3 7. Proclamation declaring October 18-24, 2020, as “Freedom from Workplace Bullying Week”. (Richard Garbarino, Mayor) Mayor Garbarino read into the record a proclamation declaring October 18-24, 2020, as “Freedom from Workplace Bullying Week”. 8. Presentation of a proclamation recognizing October as Breast Cancer Awareness Month. (Richard Garbarino, Mayor) Councilmember Matsumoto read into the record a proclamation recognizing October as Breast Cancer Awareness Month. 9. REMOTE PUBLIC COMMENTS –Members of the public wishing to participate were encouraged to submit public comments in writing in advance of the meeting to all- cc@ssf.net by 4:00 p.m. on Wednesday, October 14, 2020. Public comments received and read by the Assistant City Clerk Avila: • Steven & Antonina Strange • Lisa N • Maude Iggstrom Mayor Garbarino requested that City Attorney Woodruff and City Manager Futrell follow-up with Mr. and Mrs. Strange. COUNCIL COMMENTS/REQUESTS Councilmember Matsumoto recognized October as Disability Awareness month. She informed the community of a food distribution on Monday, November 23rd and December 21st and requested the meeting be adjourned in memory of Evelyn Martin. Councilmember Nagales expressed his concerns with the improvements needed at Westborough Park and trash along the on-ramp. He shared that the Mother’s Club had reached out to him to help a mother of three living in her car. With the help of city staff, they were able to connect the mother with LifeMoves and get her assistance. He requested staff provide a Thursday memo on upcoming legislative bills and requested the meeting be adjourned in memory of Jordan Ponce. Councilmember Nicolas expressed her gratitude to the South San Francisco Fire Department for exceeding ambulance transport services and provided information on rebates available for those thinking about buying a new fully electric vehicle. She acknowledged the South San Francisco Library for hosting public readings of Filipino authors and provided an update on the South San Francisco Commission on Racial and Social Equity. She also requested the meeting be adjourned in memory of Evelyn Martin. Vice Mayor Addiego remembered Evelyn Martin and requested the meeting be adjourned in her memory. He expressed his concerns with the trash and graffiti around town and asked the community to make a commitment to clean up. REGULAR CITY COUNCIL MEETING OCTOBER 14, 2020 MINUTES PAGE 4 Mayor Garbarino requested the meeting be adjourned in memory of John Domeniconi and Jeff Bishop. He provided information about funding allocation from the U.S. Department of Housing and Urban Development and read a letter from Abilitypath. CONSENT CALENDAR The City Clerk duly read the Consent Calendar, after which Council voted and engaged in discussion of specific item as follows: Item #15 and #19 was pulled by Councilmember Matsumoto for further discussion. Item 15 – Councilmember Matsumoto requested clarification on the proposed waiver. City Manager Futrell provided clarification on the proposed waiver for inspection fees. Item 19 – Councilmember Matsumoto expressed her concerns with indoor dining and supported outdoor dining. She suggested staff work on a plan to attract patrons to the downtown area to increase business. Vice Mayor Addiego expressed his support of the outdoor dining program and thanked staff for their efforts. Councilmember Nicolas shared her experience with outdoor dining and expressed that restaurant staff were very thankful to be back at work. 10. Motion to approve the Minutes for the meetings of August 19, 2020 and August 26, 2020. 11. Report regarding Resolution No. 125-2020 amending the City’s Conflict of Interest Code to update the List of Designated Positions. (Rosa Govea Acosta, City Clerk) 12. Report regarding Resolution No. 126-2020 authorizing staff to include five sole-sourced life safety systems in the specifications for Phase II of the Community Civic Campus Project. (Jacob Gilchrist, Director of Capital Projects) 13. Report regarding Resolution No. 127-2020 authorizing the acceptance of a $35,000 donation to the City of South San Francisco from the South San Francisco Chamber of Commerce and Genentech, and authorization to purchase hanging flower baskets and lease solar trash compactors and recycling containers to support downtown businesses negatively impacted by Covid-19. (Sharon Ranals, Assistant City Manager) 14. Report regarding Resolution No. 128-2020 authorizing the acceptance of $40,000 in grant funding from the Woodlawn Foundation to support Project Read’s Learning Wheels Family Literacy Program and amending the Library Department’s Fiscal Year 2020-2021 Operating Budget per Budget Amendment 21.016. (Valerie Sommer) 15. Report regarding Resolution No. 129-2020 amending the proclamation of a local health emergency (adopted pursuant to Resolution No. 35-2020) to temporarily authorize the City Manager to waive Fire Department inspection fees for businesses significantly affected by the COVID-19 public health orders. (Jesus Magallanes, Fire Chief) 16. Report regarding Ordinance No. 1605-2020 adopting a First Amended and Restated Development Agreement (DAA20-0002) between the City of South San Francisco and BMR Gateway of Pacific V LP for a Research and Development and Office Project at 475 Eccles Avenue. (Billy Gross, Senior Planner) REGULAR CITY COUNCIL MEETING OCTOBER 14, 2020 MINUTES PAGE 5 17. Report regarding Ordinance No. 1606-2020 adopting a Second Amendment to the Second Amended and Restated Development Agreement (DAA20-0003) between the City of South San Francisco and between BMR Gateway of Pacific I LP, BMR Gateway of Pacific II LP, BMR Gateway of Pacific III LP, and BMR Gateway of Pacific IV LP for the Gateway Business Park Master Plan Project to make minor modifications. (Billy Gross, Senior Planner) 18a.Ordinance No. 1607-2020 adopting a Citywide Transportation Impact Fee for the City of South San Francisco. 18b.Ordinance No. 1608-2020 adopting a Library Impact Fee for the City of South San Francisco. 18c.Ordinance No. 1609-2020 adopting a Childcare Impact Fee for the City of South San Francisco. 18d.Ordinance No. 1610-2020 adopting a Public Safety Impact Fee for the City of South San Francisco. 18e.Ordinance No. 1611-2020 amending Chapter 20.300 of the South San Francisco Municipal Code to repeal and reserve Section 20.300.007(K), eliminating the option for some property owners seeking to intensify the use of their properties to make a contribution to the Cultural Arts Fund in lieu of meeting City landscaping requirements. 19. Report regarding Resolution No. 130-2020 ratifying the City Manager’s proclamation amending the proclamation of a local health emergency (adopted pursuant to Resolution No. 35-2020) to temporarily authorize the City Manager to expand the Outdoor Dining Pilot Program. (Christopher Espiritu, Senior Planner and Sailesh Mehra, Planning Manager) 20. Report regarding a motion to accept the construction improvements of the Sunshine Gardens Safety and Connectivity Improvements Project (TR1701) as complete in accordance with plans and specifications (Total Construction Cost $1,016,536.46). (Angel Torres, Senior Civil Engineer) Motion — Vice Mayor Addiego/Second – Councilmember Nicolas: to approve Consent Calendar items 10-20 by roll call vote: AYES: Councilmembers Matsumoto, Nicolas, and Nagales, Vice Mayor Addiego and Mayor Garbarino; NAYS: None; ABSENT: None; ABSTAIN: None. PUBLIC HEARING Public Hearing opened: 8:45 p.m. 21. Report recommending an ordinance and a resolution amending the parkland acquisition fee and the park construction fee. (Janet Salisbury, Director of Finance) Finance Director Salisbury presented the report and indicated that the ordinance and resolution being introduced were intended to update the City of South San Francisco’s impact fee related to parks, which consists of two separate categories: Park Construction Fee and Parkland Acquisition Fee (together, “Parks Impact Fee”). The Park Construction Fee is collected to fund construction of REGULAR CITY COUNCIL MEETING OCTOBER 14, 2020 MINUTES PAGE 6 improvements to existing and/or new parks, while the Parkland Acquisition Fee is collected to acquire new park land. These fees are collected to maintain the current level of service (e.g., availability of and access to public parks) for the community even as the residential and commercial population increases with new development. Councilmember Matsumoto requested clarification on how the incoming funds would be dispersed. City Manager Futrell provided clarification and indicated the fees would be allocated through Parks 11. Councilmember Nagales requested that Council revisit the priorities in the Parks 11 and have a conversation about a park at Sunshine Gardens. Councilmember Matsumoto requested that the city look at Cypress Park for improvements. Public Hearing closed: 8:53 p.m. 21a.Ordinance amending Chapter 8.67 of the South San Francisco Municipal Code regarding the Parkland Acquisition Fee and the Park Construction Fee for South San Francisco. Motion— Councilmember Nicolas/Second Councilmember Nagales: to waive reading and introduce an Ordinance amending Chapter 8.67 of the South San Francisco Municipal Code regarding the Parkland Acquisition Fee and the Park Construction Fee for South San Francisco, by roll call vote: AYES: Councilmembers Matsumoto, Nicolas and Nagales, Vice Mayor Addiego and Mayor Garbarino; NAYS: None; ABSENT: None; ABSTAIN: None. 21b.Resolution No. 131-2020 amending the Parkland Acquisition Fee and a Park Construction Fee for South San Francisco. Motion— Councilmember Nicolas/Second Councilmember Nagales: to approve Resolution No. 131-2020, by roll call vote: AYES: Councilmembers Matsumoto, Nicolas and Nagales, Vice Mayor Addiego and Mayor Garbarino; NAYS: None; ABSENT: None; ABSTAIN: None. ADMINISTRATIVE BUSINESS 22. Report regarding Resolution No.132-2020 awarding a construction contract to Western Water Construction Inc. of Santa Rosa, California, for the WQCP Secondary Clarifier No. 1 and No. 2 Rehabilitation Project (Project No. ss1703) in an amount not to exceed $3,526,000.00, authorizing a total construction budget of $4,583,800.00, and authorizing the City Manager to execute the agreement on behalf of the City (Brian Schumacker, Plant Superintendent, and Peter Vorametsanti, Engineering Division Consultant) Plant Superintendent Schumacker presented the item and provided an overview of the Rehabilitation Project. He stated that staff advertised a notice inviting bids for the Project on July 2 and July 9, 2020. Plant staff and consulting engineers conducted a mandatory pre-bid meeting on July 14, 2020, with ten (10) contractors in attendance. On July 30, 2020, staff received four (4) bids in response to the advertisement. The city awards Public Works construction contracts to the lowest responsible bidder whose bid is responsive to the solicitation (Public Contract Code §20166). REGULAR CITY COUNCIL MEETING OCTOBER 14, 2020 MINUTES PAGE 7 Western Water Construction Inc. of Santa Rosa, California, is the lowest responsible bidder for the project. Staff verified Western Water Construction Contractor’s license with the California State Licensing Board. Councilmember Matsumoto commended Mr. Schumacker for the report and presentation. Motion— Councilmember Matsumoto/Second Councilmember Nagales: to approve Resolution No. 132-2020, by roll call vote: AYES: Councilmembers Matsumoto, Nicolas and Nagales, Vice Mayor Addiego and Mayor Garbarino; NAYS: None; ABSENT: None; ABSTAIN: None. 23. Report regarding Resolution authorizing the City Manager to execute Program Supplemental Agreement No. F028 with the State of California for the Bridge Preventive Maintenance Program and a resolution authorizing the City Manager to execute a Consulting Services Agreement with Biggs Cardosa Associates, Inc. of San Jose, California for the Bridge Preventive Maintenance Program (Project No. st1703) in an amount not to exceed $200,000 and authorizing a total budget of $250,000. (Jeffrey Chou, Associate Engineer) Associate Engineer Chou presented the item and provided an overview of the Bridge Preventive Maintenance Program. On November 20, 2019, the City received the Program Supplemental Agreement (PSA) No. F028 from Caltrans authorizing Preliminary Engineering for the original seven (7) bridges in an amount of $115,089. The administration of state and federally funded local transportation projects is carried out by the benefiting agencies through the Caltrans Local Assistance Program. The City of South San Francisco has general authority as an administering agency; however, project-specific supplemental agreements are required for individual projects. The program supplement agreements allow for the reimbursement of project development costs. Program Supplement Agreement No. F028 authorizes Federal funding in the amount of $115,089.00 for preliminary engineering. The City’s matching fund for preliminary engineering is estimated at $14,911.00. The estimated total project cost for the preliminary engineering is $130,000.00. City staff issued a Request for Proposals (RFP) for consulting services for the project on June 22, 2020. The RFP was posted on the City’s website. The City’s Standard Consulting Services Agreement was included in the RFP and the proposing consultants were requested to include in their proposals any desired amendment or exception requested by their legal review or insurance broker. The two highest rated consultant teams were interviewed on August 31, 2020. The Biggs Cardosa Associates, Inc. team would provide the Project’s required project management and coordination; designing repair and rehabilitation methods; and preparation of environmental studies and documentation. Biggs Cardosa Associates, Inc. had no exemptions to the terms of the standard agreement. Councilmember Matsumoto requested clarification on the funding for these types of projects. City Manager Futrell stated that the city received 88% of the funding for this project from Caltrans. Public Works Director Kim stated that Caltrans administers the federal funding through the state to the city at an 88.53% for eligible costs. Vice Mayor Addiego inquired whether city staff could potentially inspect the bridges. Public Works Director Kim provided an overview of the inspection process by Caltrans. REGULAR CITY COUNCIL MEETING OCTOBER 14, 2020 MINUTES PAGE 8 23a. Resolution No. 133-2020 approving and authorizing the City Manager to execute a consulting services agreement to Biggs Cardosa Associates, Inc. of San Jose, California for the Bridge Preventive Maintenance Program (Project No. st1703) in an amount not to exceed $200,000 for a total budget of $250,000. Motion— Councilmember Nicolas/Second Vice Mayor Addiego: to approve Resolution No. 133- 2020, by roll call vote: AYES: Councilmembers Matsumoto, Nicolas and Nagales, Vice Mayor Addiego and Mayor Garbarino; NAYS: None; ABSENT: None; ABSTAIN: None. 23b.Resolution No. 134-2020 approving the program supplemental agreement No. F028 with the State of California for the Bridge Preventative Maintenance Program in the amount of $115,089.00 and authorizing the City Manager to execute said agreement. Motion— Councilmember Nicolas/Second Vice Mayor Addiego: to approve Resolution No. 134- 2020, by roll call vote: AYES: Councilmembers Matsumoto, Nicolas and Nagales, Vice Mayor Addiego and Mayor Garbarino; NAYS: None; ABSENT: None; ABSTAIN: None. 24. Report regarding Resolution No. 135-2020 authorizing the acceptance of a 10-foot tall metal giraffe sculpture donated to the City of South San Francisco by an anonymous donor. (Sharon Ranals, Assistant City Manager / Parks and Recreation Director) Assistant City Manager Ranals presented the item and provided background information on the donated giraffe sculpture. At the August 20, 2020 Cultural Arts Commission meeting, the Commission unanimously voted to accept the giraffe sculpture as part of the City’s public art collection and place it in the Orange Memorial Park Sculpture Garden. Shortly after the August Cultural Arts Commission meeting, staff from the Parks Division traveled to Half Moon Bay to inspect the sculpture before finalizing its purchase and found the sculpture to be in good shape. Regarding the sculpture location, the donor agreed to place the giraffe in the sculpture garden and Parks Division staff do not foresee any issues with the installation site. Vice Mayor Addiego expressed his concerns with placement of the sculpture. Assistant City Manager Ranals indicated staff would take his concerns into consideration when placing the structure. Motion— Councilmember Nicolas/Second Councilmember Nagales: to approve Resolution No. 135-2020, by roll call vote: AYES: Councilmembers Matsumoto, Nicolas and Nagales, Vice Mayor Addiego and Mayor Garbarino; NAYS: None; ABSENT: None; ABSTAIN: None. 25. Report regarding Resolution No. 136-2020 making draft findings and declaring an intent to consider overruling the San Mateo City / County Association of Governments (C/CAG) Airport Land Use Commission’s (ALUC) determination of inconsistency with respect to noise policies for the proposed residential development located at 410 Noor Avenue and to provide notice to the State Public Utilities Code to the Airport Land Use Commission and the State of California Department of Transportation’s Division of Aeronautics regarding such findings and intent to consider overruling (Adena Friedman, Senior Planner) REGULAR CITY COUNCIL MEETING OCTOBER 14, 2020 MINUTES PAGE 9 Senior Planner Friedman presented the item and provided an overview of the proposed residential development located at 410 Noor Avenue. The project is located within the Airport Influence Area B and is subject to review by the C/CAG Airport Land Use Commission (ALUC), for a determination of compatibility with San Francisco International Airport Land Use Consistency Plan (ALUCP). In accordance with these requirements, the City referred the 410 Noor project to the ALUC for review in May 2020. The ALUC reviewed this project for consistency with ALUCP at its July 9, 2020 meeting and found the project to be inconsistent with the policies of the 2012 ALUCP, due to its location within the airport noise contours. The applicant is requesting that the City Council consider overruling the ALUC determination of inconsistency. City A ttorney Woodruff stated that Councilmember Nagales served on the Airport Land Use Commission and did not represent a conflict of interest on this item. Councilmember Nagales shared information from the Airport Land Use Commission meeting and inquired whether the commission would reassess the noise level contour. Senior Planner Friedman stated the commission would be updating their plan. Mayor Garbarino shared background information on prior projects related to the Airport Land Use Commission and was in favor of overruling the commission. Councilmember Matsumoto expressed her concerns with the safety of being on a flight path rather than the airplane noise. Councilmember Nicolas expressed her support for overruling the commission because the housing was much needed. Vice Mayor Addiego stated that with new construction the airport noise can be mitigated for living spaces and any potential litigation would be the responsibility of the developer. Motion— Councilmember Nagales/Second Vice Mayor Addiego: to approve Resolution No. 136- 2020, by roll call vote: AYES: Councilmembers Matsumoto, Nicolas and Nagales, Vice Mayor Addiego and Mayor Garbarino; NAYS: None; ABSENT: None; ABSTAIN: None ITEMS FROM COUNCIL – COMMITTEE REPORTS AND ANNOUNCEMNTS Mayor Garbarino apprised the Council on an upcoming Association of Bay Area Governments meeting and would report back at a future meeting. City Manager Futrell provided an overview of Association of Bay Area Governments subcommittee and their efforts. City Clerk Acosta announced that the candidate forum was cancelled due to a scheduling conflict. REGULAR CITY COUNCIL MEETING OCTOBER 14, 2020 MINUTES PAGE 10 ADJOURNMENT Being no further business, Mayor Garbarino adjourned the meeting in memory of Evelyn Martin, Jordan Ponce, John Domeniconi, and Jeff Bishop at 9:41 p.m. Respectfully submitted by: Approved by: Cindy Avila Richard Garbarino Assistant City Clerk Mayor Approved by the City Council: / / CALL TO ORDER Mayor Garbarino called the meeting to order at 4:02 p.m. ROLL CALL Present: Councilmembers Matsumoto, Nagales, and Nicolas, Vice Mayor Addiego, and Mayor Garbarino. AGENDA REVIEW City Clerk Acosta Govea stated that applicants Clayton White and Dosh Whye withdrew from consideration. REMOTE PUBLIC COMMENTS – comments are limited to items on the Special Meeting Agenda. Members of the public wishing to participate were encouraged to submit public comments in writing in advance of the meeting to all-cc@ssf.net by 1:00 p.m. on October 21, 2020. None. ADMINISTRATIVE BUSINESS 1. Report regarding Board and Commission interviews and appointments to the Bicycle and Pedestrian Advisory Committee (BPAC), Cultural Arts Commission, Housing Authority, Housing Tenant Authority, Library Board, and the San Mateo County Mosquito & Vector Control District. (Rosa Govea Acosta, City Clerk) a. Interview Applicants for Multiple Positions: 4:05 p.m.: Lisa Trujillo 4:15 p.m.: David Perez Applicant not interviewed 4:35 p.m.: Clayton White Applicant not interviewed 4:45 p.m.: Reno Bowen Applicant Perez was scheduled for an interview, but did not join the Zoom meeting at the interview time and Applicant White withdrew from consideration. Council interviewed applicants Trujillo and Bowen. Recess: 4:24 p.m. Meeting resumed: 4:45 p.m. MINUTES SPECIAL MEETING CITY COUNCIL CITY OF SOUTH SAN FRANCISCO WEDNESDAY, OCTOBER 21, 2020 4:00 p.m. Teleconference via Zoom City Council conducted this meeting in accordance with California Governor Newsom’s Executive Orders N-25-20 and N-29-20 and COVID-19 pandemic protocols. SPECIAL CITY COUNCIL MEETING OCTOBER 21, 2020 MINUTES PAGE 2 b. Interview Applicants for Bicycle and Pedestrian Advisory Committee (BPAC): 5:05 p.m.: Natalie Gore* 5:15 p.m.: Christopher Woodrich 5:25 p.m.: Megan Woodrich 5:35 p.m.: Nicolas Donofrio Applicant not interviewed Applicant Donofrio was scheduled for an interview, but had technical issues joining the Zoom meeting at the interview time. Council interviewed applicants Gore, C. Woodrich, and M. Woodrich. Recess: 5:41 p.m. Meeting resumed: 5:55 p.m. 5:45 p.m.: Dosh Whye Applicant not interviewed 5:55 p.m.: Tommy Chheng* Applicant Whye withdrew from consideration. Council interviewed applicant Chheng. c. Interview Applicants for Cultural Arts Commission: 6:05 p.m.: Lenita Boldenweck* 6:15 p.m.: Raul Ramos 6:25 p.m.: PaulaClaudine Hobson-Coard* 6:35 p.m.: Sarah Bowen 6:45 p.m.: Risha Bond Council interviewed applicants Boldenweck, Ramos, Hobson-Coard, Bowen and Bond. 6:55 p.m.: Patricia Hurtado Applicant not interviewed Recess: 6:55 p.m. Meeting resumed: 7:05 p.m. 7:05 p.m.: Loretta Fornaciari* 7:15 p.m.: Joanne Sun (Multiple position applicant including Library Board) Applicant Hurtado joined the meeting and withdrew from consideration. Council interviewed applicants Fornaciari and Sun. d. Discussion and consideration of appointment of applicant to the Bicycle and Pedestrian Advisory Committee (BPAC). Council may appoint four (4) applicants to term expiring July 19, 2024 and one (1) applicant to term expiring July 18, 2022. Applicants: Perez, White, Bowen, Gore*, C. Woodrich, M. Woodrich, Donofrio, Whye and Chheng. Motion− Councilmember Nagales/Second−Councilmember Nicolas to appoint Reno Bowen, Natalie Gore, Tommy Chheng, and Megan Woodrich to BPAC for terms expiring July 19, 2024. Council directed staff to extend recruitment for a partial term expiring July 18, 2022. Unanimously approved by roll call vote. SPECIAL CITY COUNCIL MEETING OCTOBER 21, 2020 MINUTES PAGE 3 e. Discussion and consideration of appointment of applicant to the Cultural Arts Commission. Council may appoint eight (8) applicants to term expiring June 30, 2024. Applicants: Sun, White, R. Bowen, Boldenweck*, Ramos, Fornaciari*, Hobson-Coard, S. Bowen, Hurtado and Bond. Motion− Vice Mayor Addiego/Second−Councilmember Nicolas to appoint Paula Claudine Hobson- Coard, Sara Bowen, Lenita Boldenweck, Risha Bond, and Raul Ramos to the Cultural Arts Commission for terms expiring June 30, 2024. Council directed staff to extend recruitment for the three remaining vacancies in the upcoming recruitment. Unanimously approved by roll call vote. f. Discussion and consideration of appointment of applicant to the San Mateo County Mosquito & Vector Control District. Council may appoint one (1) applicant to term expiring July 15, 2024. Applicant: White. Applicant White withdrew from consideration. The Council made no appointment. ADJOURNMENT Being no further business, Mayor Garbarino adjourned the meeting at 7:43 p.m. Respectfully submitted by: Approved: Rosa Govea Acosta, CMC, CPMC Richard Garbarino City Clerk Mayor Approved: / / CALL TO ORDER Mayor Garbarino called the meeting to order at 4:02 p.m. ROLL CALL Present: Councilmembers Matsumoto, Nagales, and Nicolas, Vice Mayor Addiego, and Mayor Garbarino. AGENDA REVIEW No changes. REMOTE PUBLIC COMMENTS – comments are limited to items on the Special Meeting Agenda. Members of the public wishing to participate were encouraged to submit public comments in writing in advance of the meeting to all-cc@ssf.net by 1:45 p.m. on October 27, 2020. None. ADMINISTRATIVE BUSINESS 1. Report regarding Board and Commission interviews and appointments to the Housing Authority, Housing Authority Tenant Commission, and Library Board. (Rosa Govea Acosta, City Clerk). a. Interview Applicant for Housing Authority: 4:45 p.m.: Ritvik Kumar Council interviewed applicant Kumar. Recess: 4:53 p.m. Meeting resumed: 5:02 p.m. b. Interview Applicants for Library Board: 5:05 p.m.: Joyce Kajikami 5:15 p.m.: Gabriel Gonzalez Applicant not interviewed 5:25 p.m.: Lawerence Lau 5:35 p.m.: Milena Mardahay 5:45 p.m.: Claire Ramsey 5:55 p.m.: Hector Camacho Council interviewed applicants Kajikami, Lau, Mardahay, Ramsey, and Camacho. MINUTES SPECIAL MEETING CITY COUNCIL CITY OF SOUTH SAN FRANCISCO TUESDAY, OCTOBER 27, 2020 4:45 p.m. Teleconference via Zoom City Council conducted this meeting in accordance with California Governor Newsom’s Executive Orders N-25-20 and N-29-20 and COVID-19 pandemic protocols. SPECIAL CITY COUNCIL MEETING OCTOBER 27, 2020 MINUTES PAGE 2 c. Discussion and consideration of appointment of applicant to the Housing Authority Commission. Council may appoint one (1) applicant to term expiring March 31, 2024. Applicants: R. Kumar and Trujillo Motion− Councilmember Nicolas/Second−Vice Mayor Addiego to appoint Ritvik Kumar to the Housing Authority Commission for a term expiring March 31, 2024. Unanimously approved by roll call vote. d. Discussion and consideration of appointment of applicants to the Housing Authority Tenant Commission. Council may appoint two (2) applicants to term expiring March 31, 2022. Applicant: Trujillo. Motion− Vice Mayor Addiego/Second−Councilmember Nicolas to appoint Lisa Trujillo to the Housing Authority Tenant Commission for a term expiring March 31, 2022. Council directed staff to extend recruitment for the remaining vacancy. Unanimously approved by roll call vote. e. Discussion and consideration of appointment of applicants to the Library Board. Council may appoint two (2) applicants to term expiring June 30, 2023. Applicants: Kajikami, Gonzalez, Lau, Mardahay, Ramsey and Camacho. Motion− Councilmember Matsumoto/Second−Councilmember Nicolas to appoint Claire Ramsey and Hector Camacho to the Library Board with terms expiring June 30, 2023. Unanimously approved by roll call vote. ADJOURNMENT Being no further business, Mayor Garbarino adjourned the meeting at 6:28 p.m. Respectfully submitted by: Approved: Rosa Govea Acosta, CMC, CPMC Richard Garbarino City Clerk Mayor Approved: / / City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-939 Agenda Date:12/9/2020 Version:1 Item #:5. Report regarding Ritvik Kumar declining Housing Authority Commission appointment,and Luis Antonio Mercado’s continued service on the Commission until the next recruitment in Spring of 2021.(Rosa Govea Acosta, City Clerk, and Sky Woodruff, City Attorney) BACKGROUND/DISCUSSION On October 27,2020,the City Council unanimously approved the appointment of Ritvik Kumar to the Housing Authority Commission (“Commission”)for a term expiring on March 31,2024.Staff reached out to Mr. Kumar on October 28,2020,to inform him that his appointment was approved by City Council and schedule a time for Mr. Kumar to complete the paperwork and take the Oath of Office. Staff received multiple questions from Mr.Kumar requesting clarification of the Commission appointment. However,staff did not receive confirmation from Mr.Kumar regarding acceptance of his appointment to the Commission.Staff notified Mr.Kumar that if they did not hear back from him by Friday,November 13,2020, they would assume he declined the appointment.As of November 24,2020,Mr.Kumar has still not responded to staff request for confirmation.Based on Mr.Kumar’s non-response,staff believes that he has declined the appointment to the Commission. Pursuant to the City Council Handbook (2016),a Commission member’s term continues until a successor is appointed and qualified.Because Mr.Kumar declined his appointment to the Commission,a successor to Luis Antonio Mercado has still not been appointed.Thus,Mr.Mercado,who currently serves on the Commission, will continue to serve until the next recruitment in Spring of 2021. No further action is required by City Council. CONCLUSION Ritvik Kumar has declined his appointment to the Housing Authority Commission,and Luis Antonio Mercado will continue to serve on the Commission until Spring of 2021. City of South San Francisco Printed on 12/10/2020Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-901 Agenda Date:12/9/2020 Version:1 Item #:6. Report regarding a resolution approving an Agreement between the City of South San Francisco and the San Mateo County Flood and Sea Level Rise Resiliency District for shared maintenance services of the Colma Creek Flood Channel.(Eunejune Kim, Public Works Director) RECOMMENDATION It is recommended that the City Council adopt a resolution approving an Agreement between the City of South San Francisco (City)and the San Mateo County Flood and Sea Level Rise Resiliency District for shared maintenance services of the Colma Creek Flood Channel,and authorizing the City Manager to execute said agreement. BACKGROUND/DISCUSSION The Colma Creek Flood Control Channel provides drainage for the watershed,which covers parts of unincorporated San Mateo County,South San Francisco,Colma,and parts of Daly City,leading into the San Francisco Bay.The portion of the Colma Creek Flood Control Channel within the borders of South San Francisco begins approximately 500 feet north of McLellan Drive and continues downstream to the confluence with the San Bruno navigable slough located near the corner of Harbor Way and Littlefield Avenue.Although property ownership along this stretch of Colma Creek varies,San Mateo County is responsible for maintaining access and overall maintenance of the channel. In October 2016,the City and San Mateo County through its special district,San Mateo County Flood Control District,entered into a memorandum of agreement (MOA)to collaboratively share resources to maintain portions of Colma Creek within city’s boundaries.Through the MOA,City staff were able to quickly address minor maintenance activities and obtain reimbursement from San Mateo County.Typical minor maintenance activities include addressing graffiti,illegal dumping,vandalism,and illegal encampments.The previous memorandum of agreement expired on June 30,2019.At that time,San Mateo County was in the formation process of their new Flood and Sea Level Rise Resiliency District pursuant to Assembly Bill 825,which went into effect in 2019.This new district assumed responsibility of the previous Flood Control District and expanded its scope to incorporate regional efforts to address sea level rise. The proposed Agreement maintains the terms of the original MOA to continue the collaborative effort to maintain the Colma Creek Flood Control Channel.The District’s Technical Advisory Committee,comprised of representatives of Daly City,Colma,South San Francisco,San Bruno,and San Mateo County Public Works Department staff have previously reviewed and approved the terms of the proposed Agreement.These terms have been reviewed by the District’s Citizen Advisory Committee and were approved by the City’s and District’s legal staff. The proposed Agreement is attached to the accompanying resolution as Exhibit A. As part of the Agreement,both the new District and the City will continue to coordinate efforts and regularly report on maintenance progress.City staff will work with District staff on a quarterly basis to identify hot spots and areas in need of maintenance.City staff will bill the District on a time,materials and equipment basis for reimbursement. City of South San Francisco Printed on 4/12/2021Page 1 of 2 powered by Legistar™ File #:20-901 Agenda Date:12/9/2020 Version:1 Item #:6. FUNDING The District will reimburse the City for any of the expenses incurred for the maintenance of the Colma Creek Flood Control Channel up to $100,000 over a period of three years. RELATIONSHIP TO STRATEGIC PLAN The proposed memorandum of agreement is consistent with the City’s Strategic Plan initiative of Quality of Life by helping to provide safe and well-maintained infrastructure. CONCLUSION The Agreement enables both the City and the District to combine and utilize their resources to effectively maintain the Colma Creek Flood Control Channel and address trash management as required by the Municipal Regional Permit. City of South San Francisco Printed on 4/12/2021Page 2 of 2 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-902 Agenda Date:12/9/2020 Version:1 Item #:6a. Resolution approving and authorizing the City Manager to execute an Agreement for shared maintenance services with the San Mateo Flood and Sea Level Rise and Flood Resiliency District for the maintenance of Colma Creek. WHEREAS,a portion of the Colma Creek Flood Control Channel -financed,constructed,and maintained by the County of San Mateo and its former County Flood Control District -lies within the incorporated limits of the City of South San Francisco (“the City”); and WHEREAS,the City and the former Flood Control District previously identified a need for a collaborative effort and sharing of resources in vegetation management,abatement of graffiti,vandalism,illegal dumping, illegal encampments,minor maintenance efforts,and the collection and disposal of trash and debris deposited in and around the Colma Creek Flood Control Channel in the City; and WHEREAS,in 2016,the City and the former Flood Control District executed a Memorandum of Agreement to utilize City resources for the above-described maintenance and abatement services within and adjacent to the Colma Creek Flood Control Channel; and WHEREAS,Assembly Bill 825,signed into law on September 12,2019,created the San Mateo County Flood and Sea Level Rise Resiliency District (“District”)to replace the former Flood Control District as its successor; and WHEREAS,the City and the District have continued to identify the need for a collaborative effort and sharing of resources for the above-described maintenance and abatement services within and adjacent to the Colma Creek Flood Control Channel; and WHEREAS,the City has the resources and current programs to assist in the above-described maintenance and abatement services in and around the Colma Creek Flood Control Channel in the City; and WHEREAS,the City and District desire to execute an Agreement for shared maintenance services to utilize City resources for the above-described maintenance and abatement services,and to set forth the terms and conditions of providing such services including payment by District to City in a not-to-exceed amount of One Hundred Thousand Dollars ($100,000) for the term of the agreement; and WHEREAS,the City and District are government agencies duly authorized and existing under the laws of the State of California, and situated within the boundaries of the County of San Mateo; and WHEREAS,Government Code section 54981 allows the legislative body of any local government agency to City of South San Francisco Printed on 12/11/2020Page 1 of 2 powered by Legistar™ File #:20-902 Agenda Date:12/9/2020 Version:1 Item #:6a. contract with another agency for performance of municipal services or functions; and WHEREAS,Government Code section 6502 provides that,if authorized by their legislative or other governing bodies, two or more public agencies may, by agreement, jointly exercise any power common to the parties. NOW, THEREFORE, the City Council of the City of South San Francisco does hereby resolve as follows: 1. The Recitals set forth above are true and correct, and are incorporated herein by reference. 2.The Agreement for shared maintenance services,attached hereto as Exhibit A (with the right of way map included as Exhibit A.1) and incorporated herein, is approved by the City Council. 3.The City Manager is hereby authorized to execute the Agreement in Exhibit A,and to make minor revisions to the agreement,with review and approval by the City Attorney,which do not materially or substantially increase the City’s obligations thereunder;to sign all documents;to make all approvals and take all actions necessary or appropriate to carry out and implement the intent of this Resolution. ***** City of South San Francisco Printed on 12/11/2020Page 2 of 2 powered by Legistar™ 1 AGREEMENT between the CITY OF SOUTH SAN FRANCISCO and the SAN MATEO COUNTY FLOOD AND SEA LEVEL RISE RESILIENCY DISTRICT REGARDING COLMA CREEK CHANNEL MAINTENANCE This Agreement, made and entered into this ______ day of ___________, 2020, by and between the City of South San Francisco (“City”), a municipal corporation of the State of California, and the San Mateo County Flood and Sea Level Rise Resiliency District ("District"), a special district in San Mateo County, State of California. WHEREAS, a portion of the Colma Creek Flood Control Channel financed, constructed, and maintained by District lies within the incorporated limits of the City; and WHEREAS, the City and District have identified a need for a collaborative effort and sharing of resources in vegetation management, abatement of graffiti, vandalism, illegal dumping, illegal encampments, minor maintenance efforts, and the collection and disposal of trash and debris deposited in and around the Colma Creek Flood Control Channel in the City; and WHEREAS, trash in the creeks and waterways is detrimental to the community and to the environment; and WHEREAS, the City and District have implemented programs that include the removal of trash along creeks and waterways to comply with National Pollutant Discharge Elimination System (NPDES) Municipal Regional Stormwater Permit issued by the San Francisco Bay Regional Water Quality Control Board (Order R2-2009-0074, NPDES Permit No. CAS612008, October 14, 2009); and WHEREAS, the City has the resources and current programs to assist in the management of vegetation, graffiti, vandalism, illegal dumping, illegal encampments, and minor maintenance in and around the Colma Creek Flood Control Channel in the City; and WHEREAS, the City and District desire to enter into an Agreement to utilize City resources for vegetation management, abatement of graffiti, vandalism, illegal dumping, illegal encampments, minor maintenance, and trash prevention and removal activities within and adjacent to the Colma Creek Flood Control Channel; and WHEREAS, the City and District also intend to enter into an Access and Permit Agreement related to the City’s Orange Memorial Park Storm Water Capture Project (“OMP Project”) to provide water quality improvements pursuant to the above-referenced Municipal Regional Stormwater Permit, which Access and Permit Agreement, among other items, imposes upon the City certain maintenance obligations related to the OMP Project separate from those covered by this Agreement; and WHEREAS, the City and District are government agencies duly authorized and existing under the laws of the State of California, and situated within the boundaries of the County of San Mateo; and WHEREAS, Government Code section 54981 allows the legislative body of any local government agency to contract with another agency for performance of municipal services or functions; and EXHIBIT A 2 WHEREAS, Government Code section 6502 provides that, if authorized by their legislative or other governing bodies, two or more public agencies may by agreement jointly exercise any power common to the parties. NOW, THEREFORE, in consideration of their mutual covenants in this Agreement, the CITY and DISTRICT agree as follows: I. TERMS AND CONDITIONS A. Term of Agreement The term of this Agreement shall be from the date first set forth above to June 30, 2023. This Agreement may be terminated pursuant to Section J. B. Authorizations The City Manager is authorized to approve extensions to the term of this Agreement, to modify due dates, to resolve conflicts, or otherwise grant approvals on behalf of the City, provided such approvals are not vested in the authority of the City Council, and provided that any approval requiring payment of funds in excess of appropriated funds shall require City Council approval of the appropriation of those funds. The Chief Executive Officer of the District is authorized to approve the extension of the term of this Agreement, to modify due dates, to resolve conflicts, or otherwise grant approvals on behalf of District, provided that any approval requiring payment of funds in excess of appropriated funds requires approval of the appropriation of excess funds by the District Board of Directors. C. Insurance Each party shall maintain a program of self-insurance or excess insurance, or any combination thereof, and shall name the other party as an additional insured thereto to protect against any liability for bodily injury or property damage arising out of, or in connection with, the performance of the insuring party, its appointed or elected officials, officers, agents, and employees, under this Agreement. The liability coverage under such program of self- insurance or excess insurance shall not be less than Two Million Dollars ($2,000,000) combined single limit for each occurrence. Each party shall supply a certificate of self- insurance to the other party on or before the time of execution of this Agreement. Each party shall notify the other party in writing prior to any termination of such self-insurance program. D. Indemnification Pursuant to Government Code section 895.4, each party agrees to fully indemnify, defend, and hold the other party (including its appointed and elected officials, officers, employees, and agents) harmless from any damage or liability imposed for injury (as defined by Government Code section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying party, its appointed or elected officials, officers, employees, or agents, under or in connection with any work, authority, or jurisdiction delegated to such party under this Agreement. No party, nor any appointed or elected official, officer, employee, or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of the other party hereto, 3 its appointed or elected officials, officers, employees, or agents, under or in connection with any work, authority, or jurisdiction delegated to such other party under this Agreement. E. Amendment This Agreement may be amended at any time upon the written mutual approval of the parties. F. Notices Any and all notices required to be given hereunder shall be deemed to have been delivered upon deposit in the United States mail, postage prepaid, addressed to either of the parties at the following address or such other address as is provided by either party in writing: To City: City of South San Francisco P.O. Box 711 South San Francisco, CA 94083 Attn: Director, Public Works To District: San Mateo County Flood and Sea Level Rise Resiliency District 1700 S. El Camino Real, Suite 502 San Mateo, CA Attn: Len Materman, Chief Executive Officer G. Severability If any provision of this Agreement shall be held to be invalid, void, or unenforceable, the validity, legality, or enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. H. Entire Agreement This Agreement, together with Exhibit A and Exhibit B attached hereto and incorporated herein contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior negotiations, documents, and discussions pertaining thereto. I. Debt Limitation The City and District are both subject to laws or policies which limit their ability to incur debt in future years. Nothing in this Agreement shall constitute an obligation of future legislative bodies of the City or District to appropriate funds for purposes of this Agreement. J. Termination Either party may terminate this Agreement by providing the other party with written notice of termination, no less than thirty (30) days prior to the effective date of termination. K. Conflict of Interest The City and the District shall each avoid all conflicts of interest in the performance of this Agreement and shall immediately notify the other should a conflict of interest arise that would prohibit or impair the party's ability to perform under this Agreement. 4 L. Non-Discrimination Neither the City nor District will discriminate, in any way, against any person on the basis of race, sex, color, age, religion, sexual orientation, actual or perceived gender identification, disability, ethnicity, or national origin, in connection with or related to the performance of this Agreement. M. Limitations Sites that may require the performance of the activities under the terms of this Agreement must satisfy all of the following: (i) within the limits of the City, (ii) in or immediately adjacent to the Colma Creek Flood Control Channel as depicted on Exhibit A, and (iii) subject to a City and/or District right-of-way, easement, or permit. Other sites not meeting the requirements of (i), (ii), and (iii) of this subsection are not covered under this Agreement. N. Disputes The City and District agree that, with regard to all disputes or disagreements arising under this Agreement which are not resolved informally at the staff level after a good faith attempt by both parties, the parties may, at their sole and mutual discretion, agree to engage in mediation. The costs of the mediation shall be divided equally between the parties, unless otherwise agreed. O. Payment for Services In consideration of the services provided by the City or the City’s contractors within District right-of-way, easement or future easements as depicted on Exhibit A in accordance with all terms, conditions, and scope set forth herein, the District shall make payment to the City based on the rates and in the manner specified. The City shall submit an invoice to the District upon completion of District-authorized work. Said invoice shall include an accounting of all charges for personnel, material, equipment, and/or outside services which the City shall have used for the performance of the work and a description of the work performed including dates of the work performed. Payments shall be in accordance with the rates described in Exhibit B. Every July 1, the City may notify the District in writing of any rate adjustments as identified in Exhibit B. Rate adjustments are subject to District approval. District shall make payment within thirty (30) days of receipt of invoice. In no event shall District’s total fiscal obligation under the term of this Agreement exceed One Hundred Thousand Dollars ($100,000). Invoices shall be submitted on a monthly basis whenever work is performed under this Agreement. II. DEFINITIONS A. Channel - The Colma Creek Flood Control Channel financed, constructed, and maintained by District from the confluence with the Navigable Slough (also known historically as San Bruno Creek/Canal/Slough) to the general vicinity of the intersection of El Camino Real and Valley Street in the City of Daly City. B. Active Illegal Encampment - An illegal encampment that appears to have been recently used as an encampment site as evidenced by (i) the presence of persons at or around the encampment, or (ii) the organized, systematic and methodical appearance of the encampment where it would be reasonable to assume that it is currently being used as an encampment. 5 C. City Waste - All wastes generated by or collected by the City in the performance of all municipal services, including Grit and Screenings, but excluding Sewage Sludge or other residue from waste-water treatment facilities, and including, but not limited, to debris from street and sewer repairs and construction, debris from public and private lot clean-up operations, tires from municipal vehicles, debris from street sweepings, grass clippings, leaves and tree trimmings from maintenance of City parks, streets, median strips, and property, rock and concrete not exceeding a non-diagonal dimension of four (4) feet, asphalt pavement as found in streets, tree stumps and branches no more than eight (8) feet long and no more than two (2) feet in diameter, bulky wastes such as large appliances and furniture found in clean-up operations of real property, parks or other public or private lands, and other similar wastes generated by or collected by the City. Except as provided in this Section II.C, City Waste shall not include residential garbage and rubbish, or commercial garbage and rubbish that is generated by private individuals or private businesses and is regularly collected by the City’s waste hauler from private property. D. Grit and Screenings - Grit includes sand, gravel, cinder, or other heavy solid materials that are “heavier” (higher specific gravity) than the organic biodegradable solids in wastewater. Grit also includes eggshells, bone chips, seeds, coffee grounds, and large organic particles, such as food waste. Screenings are suspended solids or objects such as rags, paper, plastics, and metals to prevent damage and clogging of downstream equipment, piping, and appurtenances. E. Hazardous Waste - A solid waste, or combination of solid wastes, which, because of its quantity, concentration, or physical, chemical, or infectious characteristics may: (i) cause, or significantly contribute to an increase in mortality, or an increase in serious irreversible, or incapacitating reversible illness; or (ii) pose a substantial, present, or potential hazard to human health or the environment when improperly treated, stored, transported, or disposed of, or otherwise managed. F. Illegal Encampment - A camp located in or immediately adjacent to the Colma Creek Flood Control Channel within the City that has not been permitted by the City, District, and/or other agencies with jurisdiction to regulate that camping activity. G. Inactive Illegal Encampment - An illegal encampment that does not appear to have recently been used as an encampment as evidenced by: (i) the lack of persons at or around the encampment, and (ii) the unorganized, unmethodical, unsystematic, haphazard appearance of the encampment where it would be reasonable to assume that it was abandoned. H. Right-of-Way - Recorded deed for property, either in form of fee title ownership or easement. I. Sewage Sludge - Sewage sludge are nutrient-rich organic materials resulting from the treatment of domestic sewage in a wastewater treatment facility. J. Trash - All illegal dumping and improperly discarded waste material, including, but not limited to, shopping carts, tires, furniture, pallets, convenience food, beverage, and other product packages or containers constructed of steel, aluminum, glass, paper, plastic, and other natural and synthetic materials, thrown or deposited on the lands and waterways within the City. For the purposes of this Agreement, Trash does not include sediment or vegetation; except for yard waste that is illegally disposed in or along the Colma Creek Flood Control Channel. 6 K. Universal Waste - Any of the following hazardous wastes that are subject to the universal waste requirements of 40 CFR part 273 or CCR Title 22, Division 4.5, Chapter 23, including: (1) Batteries as described in § 273.2; (2) Pesticides as described in § 273.3; (3) Mercury- containing equipment as described in § 273.4; and (4) Lamps as described in § 273.5. (source: 40 CFR §273.9) L. Advisory Committee – The Colma Creek Flood Control District Citizens Advisory Committee 7 III. SCOPE A. Agreement Administration 1. Quarterly Channel Inspections The City shall perform quarterly inspections of the Channel from the confluence of Colma Creek and Navigable Slough to five hundred (500) feet upstream of the McClellan Avenue crossing (City boundary). Staff shall inspect areas within and adjacent to the Channel. The quarterly inspections shall: Identify issues related to maintenance needs, including litter problem areas, illegal dumping sites, abandoned shopping carts, graffiti, vandalism, Active and Inactive Illegal Encampments, areas in need of vegetation maintenance, including those areas within the Channel and along access roads, and fence repair needs along the Channel. 2. Reporting a. The City shall prepare an Annual Report. i. The Annual Report for each fiscal year (July 1 – June 30) shall be prepared and submitted to District by the City by July 31 of each year this Agreement is in effect. ii. The Report must include at a minimum the following: • Status, accomplishments, and requests to be completed under this Agreement; • Number of sites, site locations, and amount of material collected during all clean- up programs or projects under this Agreement; • Number of sites and site locations of Illegal Encampments removed under this Agreement; • Actual expenditures under this Agreement. iii. The information provided pursuant to ii. above, and other appropriate metrics as agreed upon by District and the City, shall be used to determine the success of the maintenance program, and generate information that supports Municipal Regional Stormwater Permit reporting. b. The Annual Report shall be submitted by District to the Advisory Committee each calendar year for the Advisory Committee’s September meeting. 3. Environmental Permitting For maintenance activities by the City in and around the areas of Colma Creek that are included in the District’s long-term maintenance permit from environmental regulatory agencies, City shall be responsible for compliance with the provisions of such permit(s) in the performance of these activities. For other activities by the City in and around Colma Creek, the City shall obtain all necessary permits. 8 B. Illegal Encampment Clean-up Program The Illegal Encampment clean-up program focuses on the cleanup of Active and Inactive Illegal Encampment sites and is led by the City on an as-needed basis. 1. City Actions The City shall: a. Coordinate site identification, which includes the identification of the sites and verification (in collaboration with District staff) that the sites are within the City limits, that either District or the City has right-of-way on the sites, and that the sites are in or adjacent to the Colma Creek Flood Control Channel; b. Coordinate site logistics, which includes coordinating the timing of the clean-ups; and coordinating with the District on services and supplies needed as described in 2. below under District Actions for this program; c. Provide clean-up personnel and supervision, which includes providing sufficient personnel and supervision to conduct the cleanup. Alternately, the City may contract with another entity to provide personnel for clean-up of Active Illegal Encampments. The City shall ensure that notices of the clean-up are posted by the City at least seventy-two (72) hours prior to the clean-up date of the sites and in accordance with all applicable laws. d. Coordinate appropriate social services, which includes coordinating appropriate and available resources to attend clean-ups and direct any encampment occupants to social services as needed and in accordance with all applicable laws; e. Provide disposal of non-hazardous wastes, which includes the acceptance at an appropriate disposal facility of materials meeting all of the following conditions: i. Materials meet the definition of "Trash"; ii. Materials include only Trash from this clean-up program; no other materials may be commingled with the material collected pursuant to this Agreement; iii. Any vehicle or container used for this purpose must be empty at the start of the clean-up and must be dumped at the end of the clean-up without being used for any other purpose; all containers must be secured to prevent unauthorized deposition of waste in the containers; iv. Materials include no Hazardous Wastes (such as containers of fuel, paint, or chemicals), Universal Wastes (such as batteries, lamps, televisions, or other electronic waste), sediment or vegetation, or other materials banned from landfill disposal (such as tires, appliances, motor vehicles, and other large metallic discards); v. Delivery is accompanied by properly completed forms; and vi. All regulations at the disposal facility shall be observed by disposal vehicle drivers. f. Lawfully manage personal possessions, which include the receipt, storage, and management by the City of personal possessions collected during clean-ups. 2. District Actions The District shall: 9 a. Ensure appropriate permits are obtained for the performance of maintenance work in and around the Colma Creek Flood Control Channel pursuant to this Agreement; b. Provide notifications when appropriate and coordinate with permitting agencies when requested by the City. 3. Standard Operating Procedures a. The parties agree that all clean-up of Illegal Encampments under the encampment clean-up program will be performed in accordance with the City’s standard procedures. b. The City procedures may be amended from time to time by the City. City shall notify District of any amendments to City procedures impacting clean-up of Illegal Encampments. C. Trash Clean-Up Program The Trash Clean-Up Program helps address the clean-up of Trash accumulations that fall outside the scope of the encampment cleanup program. It is coordinated by City staff through the Quarterly Channel Inspections described in Section III.A.1 of this Agreement. Sites must be located within the Colma Creek Flood Control Channel right-of-way, easement, and the boundaries of the City. 1. Site Identification: a. City staff will identify the Trash Clean-Up Program sites, using the following criteria for prioritization: i. Site is a historically-reoccurring litter problem area ii. Site has received complaints from the public iii. Site provides opportunity for proactive intervention iv. Site has a significant accumulation of debris 2. Implementation a. The City shall on an annual basis develop, maintain, and distribute to appropriate City and District personnel a list of trash prevention and removal programs and their associated staff contacts. This list is intended to improve coordination and make communications with residents more seamless. D. Abatement of Graffiti and Vandalism a. The City may abate graffiti and vandalism within the Colma Creek Flood Control Channel right-of-way, easement, and the boundaries of the City. b. Recognizing that timely abatement of graffiti and vandalism discourages proliferation of associated illegal activities, District authorizes the City to abate upon notice by any party. c. The City shall provide photographs of graffiti that was removed (before and after) as a condition of reimbursement for services provided under this Agreement. 10 d. Proper best management practices (BMPs) shall be followed to ensure compliance with water quality laws and regulations, including, but not limited to, BMPs for methods of proper capture and disposal of wastes generated during graffiti removal activities. E. Vegetation Management a. Vegetation removal within the Channel and access road areas may be conducted by the City upon request by the District. b. Vegetation removal within the Channel shall not occur unless the necessary permit coverage has been obtained by District. c. Proper best management practices (BMPs) shall be followed to ensure compliance with water quality laws and regulations, including, but not limited to, BMPs for methods of proper capture and disposal of debris generated during vegetation removal activities. d. Use of herbicides shall be compliant with the NPDES requirements pursuant to the San Francisco Bay Municipal Regional Stormwater Permit and requirements of the City’s Integrated Pest Management Plan, if applicable. F. Minor Maintenance The City and District will work collaboratively on identifying and performing minor repairs to the following, but not limited to, facilities within the Colma Creek Flood Control Channel right-of-way and access road areas: • Fences, posts, cables, and gates. • Flap gates, valves, and other flow restriction devices. • Concrete or asphalt pavement/sidewalk. When requested by District, the City shall submit a proposal that includes a scope of work and anticipated costs. District shall authorize the proposed work by the City prior to commencement of repairs. Reimbursement for actual costs shall be in accordance with the terms under Section I-O, “Payment for Services”. [SIGNATURES ON FOLLOWING PAGE] 11 IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have executed this Agreement. “City” “District” CITY OF SOUTH SAN FRANCISCO, SAN MATEO COUNTY FLOOD AND a California municipal corporation SEA LEVEL RISE RESILIENCY DISTRICT By: __________________________ By: __________________________ Mike Futrell, City Manager Len Materman, Chief Executive Officer Date: __________________________ Date: __________________________ Authorized by Resolution No.: ______________ By: _____________________________ City Clerk Adopted: ____________________, 2020 APPROVED AS TO FORM: APPROVED AS TO FORM: __________________________ _____________________________ Sky Woodruff, City Attorney Brian E. Kulich, District Legal Counsel Date: _______________________ Date: _________________________ EXHIBITS: A – Colma Creek Flood Control Channel Right-of-Way Map B – City of South San Francisco Labor, Material, and Equipment Rates EXHIBIT “A” COLMA CREEK FLOOD CONTROL CHANNEL RIGHT-OF-WAY MAP EXHIBIT “B” CITY OF SOUTH SAN FRANCISCO LABOR, MATERIALS, AND EQUIPMENT RATES Public Works Director/City Eng. 175.20 Deputy Public Works Director 130.00 PW Program Manager 105.00 PW Maintenance Supervisor 90.00 PW Electrical Services Supervisor 100.00 Management Analyst I 85.00 Management Analyst II 90.00 Administrative Assistant I 55.00 Administrative Assistant II 60.00 PW Maint. Worker 60.00 Senior PW Maint. Worker 65.00 Lead PW Maint. Worker 70.00 Electrical Technician 80.00 Senior Electrical Technician 90.00 Lead Electrical Technician 100.00 Sweeper Operator 70.00 Equipment Operator 70.00 Equipment Mechanic 74.00 Parks Maint. Worker 60.00 Police Officer 110.00 Police Sgt. 130.00 Safety Inspector 110.00 Equipment (Caltrans Rate Description) Hourly Charge Truck (6,000-12,000 GVW) 31.00 Truck (12,000-20,000 GVW) 40.16 Backhoe (JCB 314 Loader w/ Backhoe) 55.74 Bucket Truck (12,000-20,000 GVW w/ boom type lift 25-50ft) 71.69 Crane (truck 48,000-60,000 GVW w/ boom type lift 25-50ft) 102.56 Sweeper (Vacuum sweeper w/ 6 yd. hopper) 166.60 Jetter* 105.00 Vac-Con* 175.00 * Not in the Caltrans List of Equipment **Equipment rates not specifically called out in this agreement will be charged according to the State of California/California State Transportation Agency Labor Surcharge and Equipment Rental Rates. 3636264.2 LEGEND: CALTRANS CITY OF SOUTH SAN FRANCISCO / "F" / ---.,,..--,,,- L _!_ 7 / --- S.M.CO. FLOOD AND SEA LEVEL RISE RESILIENCY DISTRICT S. P. T. C. (UNION PACIFIC) :::::::::::::::::; PENINSULA-CORRIDOR-JOINT-POWERS-BOARD ~nzzn~ TOWN OF COLMA N . I U') -------r-------:-."T'""'T"lrT""":'"':=------==-=--:--:-----1 w l'l,._r,-~g~~~~-a;J.ir:ili.~i&i~[Z-;si~i;~~tt~rJ,ti~~:t~~~ ~ --="'-1::b.Cl:::D.'::l.l::l:,.D:::J.:]'::::J.Z:::l,£:1:::l.:,7:::i,.£:j_,IJ::J..r:J,.D.,JJ;:,J.:z:::J.J::Jl:J.:1:::I.J::::J..C'bl.:l:::I.J::::I..C.~ w z -==--==--==I _J ------ RIGHT-OF-WAY MAP I u I- <( ~ COLMA CREEK FLOOD CONTROL CHANNEL SAN MATEO COUNTY FLOOD AND SEA LEVEL RISE RESILIENCY DISTRICT SCALE: 1" = 200' w~ SAN MATEO COUNTY TRANSIT DISTRICT (SAMTRANS) 1 .. A" 1 STREETS -----CITY I COUNTY BOUNDARY SHEET 1 of 10 EXHIBIT A.1 -------L_ _ _J ---- I~--=-=====-_-_-_-_-_-_-_-_-_-_- (/) I . ..... LEGEND: ~ CALTRANS -CITY OF SOUTH SAN FRANCISCO ~ ~ t ·: +: +: +: +: +: +: +: + :~ PENINSULA-CORRIDOR-JOINT-POWERS-BOARD ·++++++++~ w~ SAN MATEO COUNTY TRANSIT DISTRICT (SAMTRANS) I I?<<; 5 ~ S.M.CO. FLOOD AND SEA LEVEL RISE RESILIENCY DISTRICT S. P. T. C. (UNION PACIFIC) TOWN OF COLMA ,, A" STREETS -----CITY/ COUNTY BOUNDARY ~----·--creek ··· RIGHT-OF-WAY MAP . I (/) w w COLMA CREEK FLOOD CONTROL CHANNEL SAN MATEO COUNTY FLOOD AND SEA LEVEL RISE RESILIENCY DISTRICT SCALE: 1" = 200' SHEET 2 of 10 ~ • -I () I r z rTJ (/) rTJ rTJ (/) I N I I ----- EL CAMINO i-- 1 I I I I ______ _J DUVAL \ ..... LEGEND: ~ CALTRANS -CITY OF SOUTH SAN FRANCISCO I+~+~+~+~ +I PENINSULA-CORRIDOR-JOINT-POWERS-BOARD ~//1/1/////~ SAN MATEO COUNTY TRANSIT DISTRICT (SAMTRANS) lflillifft~ ~=======@ [\\\\\\\\\\\] I "A" I S.M.CO. FLOOD AND SEA LEVEL RISE RESILIENCY DISTRICT S. P. T. C. (UNION PACIFIC} TOWN OF COLMA STREETS -----CITY/ COUNTY BOUNDARY ---==t===---,--rr-11- RIGHT-OF-WAY MAP COLMA CREEK FLOOD CONTROL CHANNEL SAN MATEO COUNTY FLOOD AND SEA LEVEL RISE RESILIENCY DISTRICT SCALE: 1" = 200' SHEET 3 of 10 . I (/) u.J u.J I (/) u.J z _J I u I- <( ~ \ MIS~-- ~ ):> -I () -I -r z fTl (/) fTl fTl (/) I . \ ~ Q I C ~ !\ t [Xl O C U d (/) liJ '\s: ..J +' <C( :J a a I ~ RO.AD _ --------- R£AL \ \ \ \ r--~~~~~~~ I . 50' S. F. wo.ter eo.se, (STAT£ Rte. 82) v,I \ LEGEND: ~ CALTRANS I?<< 2 5 ~ S.M.CO. FLOOD AND SEA LEVEL RISE RESILIENCY DISTRICT -CITY OF SOUTH SAN FRANCISCO S. P. T. C. (UNION PACIFIC) ·: +: +: +: +: +: +: +: + :~ PENINSULA-CORRIDOR-JOINT-POWERS-BOARD ·++++++++~ TOWN OF COLMA w~ SAN MATEO COUNTY TRANSIT DISTRICT (SAMTRANS) ,, A" STREETS -----CITY/ COUNTY BOUNDARY ALTA LOMA DR. \ RIGHT-OF-WAY MAP COLMA CREEK FLOOD CONTROL CHANNEL SAN MATEO COUNTY FLOOD AND SEA LEVEL RISE RESILIENCY DISTRICT SCALE: 1" = 200' SHEET 4 of 10 3:: )> -I J i )- ...l ...l 0 I. MtSStON () (_ ____ ___,JL--- I r z fTl en I . ---- LEGEND: ~ CALTRANS -\ \ \ -CITY OF SOUTH SAN FRANCISCO RD. ·: +: +: +: +: +: +: +: + :~ PENINSULA-CORRIDOR-JOINT-POWERS-BOARD ·++++++++~ w~ SAN MATEO COUNTY TRANSIT DISTRICT (SAMTRANS) ~ -,q; LOMA I?<< 2 5 ~ S.M.CO. FLOOD AND SEA LEVEL RISE RESILIENCY DISTRICT S. P. T. C. (UNION PACIFIC) TOWN OF COLMA ,, A" STREETS -----CITY/ COUNTY BOUNDARY lLl '> ~ ,.__ :'.:) ~ t] J --- ---- RIGHT-OF-WAY MAP COLMA CREEK FLOOD CONTROL CHANNEL SAN MATEO COUNTY FLOOD AND SEA LEVEL RISE RESILIENCY DISTRICT SCALE: 1" = 200' SHEET 5 of 10 <.O . I en w w en w z .....J I u I- <( ::!E 3:: )> -I () :r: \ ~ ~ "'( rL---------'-----------------------------------z ___ ~~~~ fTl ~....,..........~.---rr:,......,..,,--,--;;r-T"T"i!""7"T".--,.-:;:r"""7~~~m?7"IT?7'Tl~"'T"T"T....,......-.----::,~~_;.;..,,.............7"'T"'i~"S"T7'"7"'\r?-::s"""~v~"""'"':,,r-Oi'~®~ C><V()a),.!I ...... ~illfilUirli~~[jlfj__l~rJL~Uirli~~~llic.2.i.fil@illlli~~fil~?l_£~filfil?.11__~Wf~~~~- f"Tl l--------1-'.',-+~-----=~;----___::__::_.....:.......:.....:__ ____________________ _j___,,--- (/) :r: . (.J1 \ \ VICTORY AV£ MEMORIAL ----- LEGEND: ~ CALTRANS I?<< 2 5 ~ S.M.CO. FLOOD AND SEA LEVEL RISE RESILIENCY DISTRICT -CITY OF SOUTH SAN FRANCISCO S. P. T. C. (UNION PACIFIC) ·: +: +: +: +: +: +: +: + :~ PENINSULA-CORRIDOR-JOINT-POWERS-BOARD ·++++++++~ TOWN OF COLMA w~ SAN MATEO COUNTY TRANSIT DISTRICT (SAMTRANS) ,, A" STREETS -----CITY/ COUNTY BOUNDARY r--.. . :r: (/) w w (/) w z _J :r: u I-< ::?! RIGHT-OF-WAY MAP COLMA CREEK FLOOD CONTROL CHANNEL SAN MATEO COUNTY FLOOD AND SEA LEVEL RISE RESILIENCY DISTRICT SCALE: 1" = 200' SHEET 6 of 10 :?.:: )>, -I () I r z rr1------~ O') AV£. laJ t) :::> 0:: Q.. ' V' ,,-------,-------------------(/) i-.: (/) \.. REDWOOD r I r AV£. 1 r STARLIT£ I/ LEGEND: ~ CALTRANS I?<< 2 5 ~ S.M.CO. FLOOD AND SEA LEVEL RISE RESILIENCY DISTRICT -CITY OF SOUTH SAN FRANCISCO S. P. T. C. (UNION PACIFIC) ·: +: +: +: +: +: +: +: + :~ PENINSULA-CORRIDOR-JOINT-POWERS-BOARD ·++++++++~ TOWN OF COLMA w~ SAN MATEO COUNTY TRANSIT DISTRICT (SAMTRANS) ,, A" STREETS -----CITY/ COUNTY BOUNDARY I I I ~ "-( 1----1----- 1 111 :,, ,.. !') I ~ I------_J Q.. ~ RIGHT-OF-WAY MAP CX) . I (/) w w (/) COLMA CREEK FLOOD CONTROL CHANNEL SAN MATEO COUNTY FLOOD AND SEA LEVEL RISE RESILIENCY DISTRICT SCALE: 1" = 200' SHEET 7 of 10 3:: > -I () I I r .__ __ __.___.__ _______ ----1----~-------'-----__. z rri ~:m-~::p::f-a;p~~~~~R:Pi~~~m H'\'.J:::H'r:m:!~:m-~::p::f~~~~~~~=t=n:R":IJn-n:...,___ (/) I 7 LEGEND: ~ CALTRANS ~ ,q: f----+---------' l.iJ ...J f----a.. ~ -CITY OF SOUTH SAN FRANCISCO ·: +: +: +: +: +: +: +: + :~ PENINSULA-CORRIDOR-JOINT-POWERS-BOARD ·++++++++~ w~ SAN MATEO COUNTY TRANSIT DISTRICT (SAMTRANS) ~ ~ ~ ,\J $ \J ~ t ~ ~ ~ l.iJ ~ -a:: ~ 0 \ ..J I?<< 2 5 ~ S.M.CO. FLOOD AND SEA LEVEL RISE RESILIENCY DISTRICT S. P. T. C. (UNION PACIFIC) TOWN OF COLMA ,, A" STREETS -----CITY/ COUNTY BOUNDARY l.iJ :> ,q: 0 l.iJ t- ~ < ~ --- / / / RIGHT-OF-WAY MAP COLMA CREEK FLOOD CONTROL CHANNEL SAN MATEO COUNTY FLOOD AND SEA LEVEL RISE RESILIENCY DISTRICT SCALE: 1" = 200' SHEET 8 of 10 w z _J I u I- <{ ~ ~~ -I () I I I MITCHELL r ------=--------------~ z fTl V) fTl f"Tl a=-ic:::...=.=..c::-=i ________________ _ V) I . OJ LEGEND: ~ am +++++++++~ ++++++++ + + + + + + + + + ++++++++ _J WY. I CALTRANS CITY OF SOUTH SAN FRANCISCO PENINSULA-CORRI DOR-JOI NT-POWE RS-BOARD \ \ ----- \ \ \ I?<< 2 5 ~ S.M.CO. FLOOD AND SEA LEVEL RISE RESILIENCY DISTRICT S. P. T. C. (UNION PACIFIC) TOWN OF COLMA LITTLEFIELD RIGHT-OF-WAY MAP ~ ~ 0) 3:: ~ c 0 +> d +> s: a, Vl a, s.... a. s.... 0 4- d £ 0 u / .:::{_ a, a, s.... u d £ 0 u / Vl a, COLMA CREEK FLOOD CONTROL CHANNEL SAN MATEO COUNTY ~ / +> 4- d s.... ~ / Vl s.... a, FLOOD AND SEA LEVEL RISE RESILIENCY DISTRICT SCALE: 1" = 200' Vl :::5 l...-=r%=✓=/ "'=%=:=~=/=/ ,,,::::....__sA_N_M_A_T_Eo_c_o_u_N_TY_TR_A_N_s_1T_D_1_sT_R_1c_T_(_s_A_M_T_RA_N_s_)___:::::==·=· A="==::::::...._s_T_R_EE_T_s ____ -:_-:_-:_-_-:=:-_c_1T_Y_f_c_o_u_N_T_Y_B_o_u_N_D_A_R_Y __ _,l_ ________________ S_H_E_E_T_9_o_f_1_0 _ ____J~ / / / ------ ------ / - 0) 31: 1:1 i:::i Q:'. Q:'. _J Cl) u... I <[ D ~ I ::3 D Q:'. ~ w w Q:'. u <[ ~ _J D u / d 0 £ a., _____; j -C d £ / 1:1 s.... 0 31: / 1:1 u 4- L--------------------------------------------------------,-----------------------------1 ~ a., a., s.... u LEGEND: ~ am +++++++++~ ++++++++ + + + + + + + + + ++++++++ CALTRANS I?<< 5 i ~ S.M.CO. FLOOD AND SEA LEVEL RISE RESILIENCY DISTRICT CITY OF SOUTH SAN FRANCISCO S. P. T. C. (UNION PACIFIC) RIGHT-OF-WAY MAP COLMA CREEK FLOOD CONTROL CHANNEL d £ 0 u / >, +> SAN MATEO COUNTY ~ FLOOD AND SEA LEVEL RISE RESILIENCY DISTRICT 3 Vl PENINSULA-CORRIDOR-JOINT-POWERS-BOARD TOWN OF COLMA SCALE: 1" = 200' ~ Vl J l...-=r%=✓=//=%=:=~=/=//=-----SA_N_M_A_T_Eo_c_o_u_N_TY_TR_A_N_s_1T_D_1_sT_R_1c_T_(_s_A_M_T_RA_N_s_)___:::::==·=·A="==::::::....-s_T_R_EE_T_s ____ -:_-:_-:_-_-:=:-_c_1T_Y_f_c_o_u_N_T_Y_B_o_u_N_D_A_R_Y __ _,l_ ________________ S_H_E_E_T_1_o_o_f _1_0 _ __J~ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-938 Agenda Date:12/9/2020 Version:1 Item #:7. Report regarding adoption of an Ordinance amending Section 20.300.010 of the South San Francisco Municipal Code (“Performance Standards”)to include a reference to the local agency override process (Adena Friedman, Senior Planner). RECOMMENDATION Staff recommends that the City Council adopt an ordinance approving an amendment to Section 20.300.010 of the South San Francisco Municipal Code (“Performance Standards”)to include a reference to the local agency override process. BACKGROUND/DISCUSSION On December 1,2020 the City Council introduced an ordinance making zoning text amendments to Section 20.300.010 of the Zoning Ordinance (“Performance Standards”)to include a reference to the local agency override process. The City Council voted to introduce this ordinance, which now requires a second reading. (Introduced on 12/1/20; Vote 5-0) CONCLUSION The ordinance is ready for adoption. ASSOCIATIONS 1.Final Ordinance (20-951) A.Exhibit A- Zoning Text Amendment City of South San Francisco Printed on 12/11/2020Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-951 Agenda Date:12/9/2020 Version:1 Item #:7a. Ordinance amending the South San Francisco Municipal Code Section 20.300.010 (“Performance Standards”) to include a reference to the local agency override process. WHEREAS,in 1999,the City Council for the City of South San Francisco considered and adopted the General Plan and associated Draft and Final Environmental Impact Reports; and WHEREAS,in 2010,the City Council for the City of South San Francisco considered and adopted the South El Camino General Plan Amendment,associated Zoning Amendments and Draft and Final Environmental Impact Reports,which identified the South El Camino area as an opportunity for mixed-use transit-oriented development; and WHEREAS,the applicant has proposed construction of a high-density mixed-use residential development, consisting of 338 residential units,a small retail space,and open space amenities over 4.74 acres at 410 Noor Avenue, APNs 014-183-270, 014-183-230, and 014-183-220 in the City; and WHEREAS,the 410 Noor project site is within the El Camino Mixed-Use (ECRMX)zoning district,which permits multi-family residential development; and WHEREAS,the San Mateo County Airport Land Use Plan (ALUCP)was amended in 2012,and the updated noise contours included in the plan placed the 410 Noor project site within the 70-75 db Noise Contour,which the plan designates as “Not Compatible”for multi-family development,unless at the time of adoption of the SFO ALUCP (2012) the site had been zoned exclusively for residential use, and WHEREAS,the ALUC reviewed the 410 Noor project in July 2020,and found that the due to its location,the project is inconsistent with the noise compatibility policies and criteria in the ALUCP, and WHEREAS,Sections 21675.1(d),21676,and 21676.5 of the Public Utilities Code provides that local agencies may override airport land use commission disapprovals of proposed land use policy actions or development proposals, and WHEREAS,the applicant is requesting that the City Council approve the 410 Noor project using the local agency override process provided for in Division 9,Part 1,Chapter 4,Article 3.5 of the Public Utilities Code; and City of South San Francisco Printed on 12/11/2020Page 1 of 4 powered by Legistar™ File #:20-951 Agenda Date:12/9/2020 Version:1 Item #:7a. WHEREAS,the applicant is proposing to amend the General Plan and the Zoning Ordinance to clarify the City Council’s authority to utilize the local agency override process; and WHEREAS,the City desires to ensure internal policy consistency within the General Plan and Zoning Ordinance; and WHEREAS,the City and the applicant prepared an Environmental Consistency Analysis (ECA)for the 410 Noor project in accordance with the provisions of the California Environmental Quality Act (“CEQA”)and CEQA Guidelines; and WHEREAS,by separate Resolution,the City Council has made findings and determined that the ECA is the appropriate environmental document for the Project; and WHEREAS,on September 17,2020 the Planning Commission conducted a properly noticed public hearing, considered and recommended that the City Council approve the 410 Noor Project Entitlements including clarifying General Plan and Zoning Text Amendments; and WHEREAS,on December 1,2020,the City Council conducted a properly noticed public hearing to consider the 410 Noor Project Entitlements including clarifying General Plan and Zoning Text Amendments. NOW,THEREFORE,BE IT ORDAINED that based on the entirety of the record before it,which includes without limitation,CEQA and CEQA Guidelines,14 California Code of Regulations §15000,et seq.;the South San Francisco General Plan and General Plan EIR,including all amendments and updates thereto;the South San Francisco Municipal Code;the South El Camino General Plan Amendment and associated Zoning Amendments,the South El Camino General Plan Amendment EIR,the draft General Plan and Zoning Text Amendments referencing the local agency override process,the 410 Noor Environmental Consistency Analysis, the SFO ALUCP (2012),all reports,minutes,and public testimony submitted as part of the Planning Commission’s properly noticed September 17,2020 meeting and the City Council’s properly noticed December 1,2020 meeting;any other evidence (within the meaning of Public Resources Code §21080(e)and §21082.2) (“Record”), the City Council of the City of South San Francisco does hereby ordain as follows: SECTION 1 Findings General Findings 1.The foregoing recitals are true and correct and made a part of this Resolution. 2.The Record for these proceedings,and upon which this Resolution is based,includes without limitation, Federal and State law;the California Environmental Quality Act (Public Resources Code §§21000,et seq. (“CEQA”))and the CEQA Guidelines (14 California Code of Regulations §15000,et seq.);the South San Francisco General Plan and General Plan EIR,including all amendments and updates thereto;the South San Francisco Municipal Code;the SFO ALUCP (2012),all reports,minutes,and public testimony submitted as part of the Planning Commission meeting of September 17,2020 and the City Council meeting of City of South San Francisco Printed on 12/11/2020Page 2 of 4 powered by Legistar™ File #:20-951 Agenda Date:12/9/2020 Version:1 Item #:7a. part of the Planning Commission meeting of September 17,2020 and the City Council meeting of December 1,2020 and any other evidence (within the meaning of Public Resources Code §21080(e)and §21082.2). 3.The refinements,clarifications,and/or corrections set forth in the Zoning Text Amendments are minor in nature,and in accordance with the requirements of CEQA Guidelines §15162,the adoption of said amendments would not result in any new significant environmental effects or a substantial increase in the severity of any previously identified effects beyond those disclosed and analyzed in the South El Camino General Plan EIR,IS/MND prepared for the Zoning Ordinance,General Plan EIR nor do the refinements, clarifications,and/or corrections constitute a change in the project or change in circumstances that would require additional environmental review. 4.The documents and other material constituting the record for these proceedings are located at the Planning Division for the City of South San Francisco,315 Maple Avenue,South San Francisco,CA 94080, and in the custody of the Planning Manager. Zoning Text Amendment Findings 1.The proposed Zoning Text Amendment is consistent with the adopted General Plan because the Zoning Text Amendment will implement the General Plan policies referencing the local agency override process, per State Public Utilities Code Sections 21670 et seq.The Zoning Text Amendment will be consistent with the General Plan,as proposed for revision.None of the revisions to the Zoning Ordinance will conflict with or impede achievement of any of the goals,policies,or land use designations established in the General Plan. 2.The Zoning Text Amendment applies Citywide and would ensure consistency between the Zoning Ordinance and the General Plan,in reference to the local agency override process,per State Public Utilities Code Section 21670 et seq.Projects that seek to utilize the local agency override process will be evaluated individually to determine whether such projects are suitable for that process and as such,the proposed amendments ensure that subject properties are suitable for proposed uses on an individual basis. 2.The proposed Zoning Text Amendment does not change any zoning districts identified in the Zoning Ordinance and therefore, will not affect or be detrimental to the use of land in any adjacent zone. SECTION 2.Amendment The City Council hereby makes the findings contained in this Ordinance and amends section 20.300.010 attached as Exhibit A.Sections and subsections that are not amended by this Ordinance in Exhibit A shall remain in full force and effect. SECTION 3.Severability City of South San Francisco Printed on 12/11/2020Page 3 of 4 powered by Legistar™ File #:20-951 Agenda Date:12/9/2020 Version:1 Item #:7a. If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid or unconstitutional, the remainder of this Ordinance, including the application of such part or provision to other persons or circumstances, shall not be affected thereby and shall continue in full force and effect. To this end, provisions of this Ordinance are severable. The City Council of the City of South San Francisco hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause, or phrase hereof irrespective of the fact that any one or more sections, subsections, subdivisions, paragraphs, sentences, clauses, or phrases be held unconstitutional, invalid, or unenforceable. SECTION 4.Publication and Effective Date Pursuant to the provisions of Government Code Section 36933,a summary of this Ordinance shall be prepared by the City Attorney.At least five (5)days prior to the Council meeting at which this Ordinance is scheduled to be adopted,the City Clerk shall (1)publish the Summary,and (2)post in the City Clerk’s Office a certified copy of this Ordinance.Within fifteen (15)days after the adoption of this Ordinance,the City Clerk shall (1) publish the summary,and (2)post in the City Clerk’s Office a certified copy of the full text of this Ordinance along with the names of those City Council members voting for and against this Ordinance or otherwise voting. This Ordinance shall become effective thirty (30) days from and after its adoption. ***** Introduced at a regular meeting of the City Council of the City of South San Francisco held the 1st day of December, 2020. City of South San Francisco Printed on 12/11/2020Page 4 of 4 powered by Legistar™ Exhibit A Table 20.300.010 Noise Exposure—Land Use Requirements and Limitations Land Use CNEL Range (db) Requirements and Limitations Residential and other noise sensitive uses (e.g., schools, hospitals, and churches) Less than 65 Satisfactory 65 to 70 Acoustic study and noise attenuation measures required Over 70 Not allowed, with the exception of projects deemed appropriate by the City Council, and to the extent necessary, approved through the Local Agency Override process, consistent with Public Utilities Code Sections 21670 et seq Commercial Less than 70 Satisfactory 70 to 80 Acoustic study and noise attenuation measures required Over 80 Airport-related development only; noise attenuation measures required Industrial Less than 75 Satisfactory 75 to 85 Acoustic study and noise attenuation measures required Over 85 Airport-related development only; noise attenuation measures required Open Less than 75 Satisfactory Over 75 Avoid uses involving concentrations of people or animals City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-850 Agenda Date:12/9/2020 Version:1 Item #:8. Report regarding a public hearing on the Program Year 2019-20 (PY 19-20)Consolidated Annual Performance and Evaluation Report (CAPER)for the Community Development Block Grant Program and adopting a resolution approving the PY 19-20 CAPER and authorizing its submittal to the U.S. Department of Housing and Urban Development (Heather Ruiz,Acting Community Development Coordinator) RECOMMENDATION Staff recommends that the City Council hold a public hearing on the Program Year 2019-2020 (PY 19-20) Consolidated Annual Performance and Evaluation Report (CAPER)for the City of South San Francisco’s Community Development Block Grant (CDBG)Program,and adopt a resolution approving the PY 19-20 CAPER and authorizing its submittal to the U.S. Department of Housing and Urban Development (HUD). BACKGROUND HUD requires jurisdictions that receive CDBG funds to submit a year-end CAPER.The CAPER describes how the City of South San Francisco (City)utilized its CDBG funds to address the City’s housing and community development needs.It further compares the City’s accomplishments to the goals the City set in the PY 19-20 Annual Action Plan (AAP).The CAPER outlines the activities that were funded,the people that were served, and provides a comprehensive accounting of all CDBG funds allocated,expended,and/or reprogrammed during PY 19-20. On May 2,2020,HUD released a Memorandum of CPD-COVID-19 CAPER Waiver authorizing grantees to submit a CAPER to HUD within 180 days after the close of a jurisdiction’s program year,which ended on June 30,2020.CAPERs are typically submitted to HUD within 90 days of the end of a jurisdiction’s program.On July 30, 2020, the City sent HUD a notice of intent to implement the CPD-COVID-19 CAPER Waiver. Pursuant to the CDBG regulations,the City must provide a 15-day public comment period and hold a public hearing on the CAPER,prior to submitting it to HUD.A public notice relating to the availability of the draft CAPER was advertised in the San Mateo County Times and posted on the City’s Facebook page and website on November 24,2020.The report was made available at the City’s Economic &Community Development Department offices,the City’s public libraries,and on the City’s website.Any comments received during the comment period or at the public hearing will be incorporated into the CAPER. DISCUSSION In PY 19-20,the City spent $595,666 in CDBG funding and $16,171 in HOME administrative funding received from the San Mateo County HOME Consortium.The City used these CDBG funds to support a number of programs including public services,home repair programs,and public improvements.There were one hundred forty nine (149)individuals served through the City’s public service programs,which provided foster youth services,rape trauma services,and other public services.Two hundred and thirty two (232)individuals either experiencing homelessness or at risk of homelessness were served through housing and homeless services providers.Twenty (20)persons received comprehensive fair housing services,including case investigations,consultations,and referrals through the City’s fair housing program.Twenty-six (26) City of South San Francisco Printed on 12/10/2020Page 1 of 2 powered by Legistar™ File #:20-850 Agenda Date:12/9/2020 Version:1 Item #:8. investigations,consultations,and referrals through the City’s fair housing program.Twenty-six (26) households were served through the City’s housing rehabilitation programs through organizations like Rebuilding Together Peninsula,El Concilio of San Mateo County,and Center for Independence of Individuals with Disabilities.Additionally,a portion of CDBG funds went toward the Gardiner Park Renovation Project, which replaced the older play equipment and installed new rubberized safety surfacing. In May 2020,the City received $290,353 of federal Coronavirus Aid,Relief,and Economic Security Act (CARES Act)funds to prepare for,prevent,and respond to the COVID-19 pandemic.With these CARES Act funds,referred to as CDBG-CV1 funds,staff created an Economic Development Assistance Program for Small Businesses to help bridge the funding gap that many small businesses are facing.The Program provided $135,000 in small business loans to eleven (11)small businesses impacted by COVID-19 with the goal of retaining,rehiring,or creating low-moderate-income jobs.The remainder of the CDBG-CV1 funds will be spent during PY 20-21. FISCAL IMPACT Holding this public hearing has no fiscal impact on the General Fund.Further,the incorporation of the CDBG funding reduces spending from the City’s General Fund towards programs such as public services,minor home repair, and public improvement projects. RELATIONSHIP TO STRATEGIC PLAN The CDBG Program addresses the following Strategic Plan areas: ·Strategic Plan Priority #2 Quality of Life ·Initiative 2.3 - Promote a balanced mix of housing options in South San Francisco ·Priority Area 3 Financial Stability ·Priority Area 6 Community Connections CONCLUSION Staff recommends that the City Council hold a public hearing to hear public comments on the PY 19-20 CAPER and adopt a resolution approving the PY 19-20 CAPER and authorizing its submittal to HUD. Attachments: 1.PY 19-20 CAPER Presentation City of South San Francisco Printed on 12/10/2020Page 2 of 2 powered by Legistar™ Program Year 2019-2020 Consolidated Annual Performance and Evaluation Report (CAPER) December 9, 2020 City Council Meeting Attachment 1 Overview •The City’s CDBG Program performed generally well in PY 2019-20. •However, the COVID-19 pandemic greatly impacted the City’s and the organization’s ability to meet goals and timeliness deadlines to support those most in need in our community. Expended CDBG $595,666 CDBG-CV $135,000 427 Individuals and Households Served Through CDBG and HOME Programs 26 Households Served through Housing Rehabilitation and Minor Home Repair Programs Home Rehab Before Roof Replacement Home Rehab After Roof Replacement Households Served CDBG Funds 7 3 3 12 1 Total 26 Public Service Individuals Served 2 68 79 9 189 34 381 20 401 City Sponsored Rehab Programs Total Housing Rehab Programs CID Rebuilding Together Rebuild Day El Concilio Rebuilding Together Safe at Home CDBG Funds Home Admin Funds HIP Home Sharing Program Samaritan House Safe Harbor Star Vista Transitional Housing Project Sentinel Fair Housing Services Subtotal Community Overcoming Relationship Abuse (CORA) Ombudsman Services of San Mateo Rape Trauma Services Public Improvement Project Gardiner Park Renovation Project Before After Small Business Relief Program Borrower Name Loan Amount 1 Agapa Transport Ltd $10,000 2 Barbara Butler Artist Builder, Inc. $10,000 3 Central Roofing $15,000 4 Corrine K. Woo, DDS $15,000 5 Deluxe Inn $10,000 6 Di Napoli Pizzeria and Ristorante $15,000 7 Fog City Dental $10,000 8 Hampton's Service, Inc. $15,000 9 ITAD Solutions, Inc. $15,000 10 Mark A. Barradas DDS $10,000 11 Toppers $10,000 Total $135,000 Small Business Relief Program Borrower Name Loan Amount Borrower Name Loan Amount 1 Anita's Home Daycare $15,000 17 Nikoo Javanmardi Chiropractor $10,000 2 Bon Bon Spa $15,000 18 Ramos Salon Boutique $15,000 3 Café Bunn Mi $15,000 19 San Francisco Baking Institute $15,000 4 Dragonfly Designs $15,000 20 The Breakfast Guys $10,000 5 Elite USA Inc $15,000 21 Thomas H. Tsang, CPA $15,000 6 Eye Level Learning Center of SSF $15,000 22 Tiburon Hospitality, dba Hotel Focus SFO $15,000 7 Fairways & Greens Gold Accessorires, dba AMA Golf $15,000 23 Tom's Precision Auto $10,000 8 Garden Club $15,000 24 Zorbas Pizza South San Francisco Inc $15,000 9 Hi's Tackle Box, Inc.$15,000 25 Cargo Fast International $15,000 10 Izanami $15,000 26 South City Suds $15,000 11 Joann's Café $15,000 27 Antigua Coffee Shop $15,000 12 Karilagan $15,000 28 Airport Van Rentals $15,000 13 KLD Signature, Inc $15,000 29 Trekker Van $10,000 14 MTC Trading Co, Inc $10,000 30 Royalty Auto Collision Center $15,000 15 Nationwide Limousine Service $15,000 31 JEMM Enterprise Inc $10,000 16 Ng's Cooking LLC $15,000 32 Chang and Khun Dental Corp.$15,000 The businesses listed below will be included in the 2020-21 CAPER. Conclusion Staff recommends that the City Council hear public comments on the PY 2019-2020 CAPER for the CDBG Program and adopt a resolution the PY 2019-2020 CAPER and authorizing its submittal to HUD. City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-851 Agenda Date:12/9/2020 Version:1 Item #:8a. Resolution approving the Program Year 2019-20 Consolidated Annual Performance and Evaluation Report for the Community Development Block Grant and authorizing its submittal to the U.S.Department of Housing and Urban Development. WHEREAS,the U.S.Department of Housing and Urban Development (“HUD”)requires communities receiving Community Development Block Grant (“CDBG”)funds to submit a year-end Consolidated Annual Performance and Evaluation Report (“CAPER”); and WHEREAS,as required by federal law,the CAPER has been available for public review in the Economic and Community Development Department office,the City’s public libraries,and on the City’s website since November 24, 2020; and WHEREAS,a notice of public hearing was published in the San Mateo County Times on November 24,2020; and WHEREAS,in Program Year (“PY”)2019-20 the City expended $595,666 in CDBG funding,$135,000 in CARES Act funding,and $16,171 in HOME administrative funding received from the San Mateo County HOME Consortium to carry out a broad range of community development activities; and WHEREAS,on December 9,2020,the City held a duly noticed public hearing on the PY 2019-2020 CAPER for the CDBG Program; and WHEREAS, the City Council wishes to approve the PY 2019-20 CAPER and authorize its submittal to HUD. NOW THEREFORE IT BE RESOLVED that the City Council of the City of South San Francisco does hereby approve the PY 2019-20 CAPER. BE IT FURTHER RESOLVED,the City Council hereby authorizes the City Manager to submit the PY 2019-20 CAPER to the U.S.Department of Housing and Urban Development,and to take any other actions as necessary to carry out the intent of this Resolution. ***** City of South San Francisco Printed on 12/11/2020Page 1 of 1 powered by Legistar™ DRAFT City of South San Francisco 2019 Consolidated Annual Performance and Evaluation Report (CAPER) December 2020 Prepared by City of South San Francisco Housing and Community Development Department CAPER 2 CR -05 - Goals and Outcomes Progress the jurisdiction has made in carrying out its strategic plan and its action plan. 91.520(a) This could be an overview that includes major initiatives and highlights that were proposed and executed throughout the program year. The City faced many challenges in p rogram year 2019 compared to others because of the Coronvirus (COVID 19) pandemic. With the direction and additional funding provided by the U.S. Department of Housi ng and Urban Development (HUD), the City addressed community needs and new measures to reduce the effects of COVID. There were a number of changes and protocols to existing and new programs that were implemented during this year to address the the current crisis. Year 2019 was impacted by COVID 19 and the City’s progress against the goals in the Program Year 2019 (PY 2019) Annual Action Plan. As a response to the growing need for economic development assistance, the City of South San Francisco developed the Economic Development Small Business Loan program to provide funding to small businesses affected during mandatory shutdowns implemented statewide . As part of the Coronavirus Relief Bill (CARES Act), additional funding in the 2019 program year was avail able to aid those affected by COVID 19. The City also identified CDBG entitlement funds that were allocated to programs to assist with a COVID 19 response. Below is a brief overview of the programs and projects supported through the 2019 CDBG program. The programs were evaluated for both their performance during PY 2019 as well as progress against the five year goals established in the Consolidated Plan. The complete table of service goals and outcomes is shown in Table 1. City Sponsored Housing Rehabilitation Program The City issued one debris box v oucher and provided one rehabilitation loan during 2019. The City is exploring more options for the housing rehabilitation loan program to partner with other jurisdictions and to help steamline this activity. Minor Home Repair Programs Center for Independence of Individuals with Disabilities (CID). The City used CDBG funds to support CID’s Housing Accessibility Modification (HAM) Program which provided accessibility modifications to 7 households; Rebuilding Together Peninsula (RTP). The City used CDBG funds to support two RTP programs Safe at Home which served 12 households in total and Naitional Rebuilding Day. National Rebuilding Day, which typically occurs in April, was postponed to December in response to COVID-19 regulations and assisted 3 households; CAPER 3 El Concilio. The City used CDBG funds to support El Concilio’s Peninsula Minor Home Repair Program with a total of 3 households. Public Services Public service providers include Community Overcomi ng Relationship Abuse (CORA), HIP Housing , Ombudsman Services, Rape Trauma Services Center, Samaritan House, and Star Vista. These organizations provided services to 381 youth, seniors, persons with disabilities, and low -income persons and families. The total amount dedicated by CDBG for these programs was $85,228. Public Infrastructure Improvements The City used CDBG funds to help in the renovation costs of Gardiner Park. The Gardiner Park Renovation Project completely remodeled the existing park. The project included site grading, accessible pathway improvements, replacement of the existing play structure, installing a basketball court, benches and gathering areas, as well as new landscaping. The existing park infrastructure was beyond its useful lif e and needed rehabilitation. CDBG funds provided partial funding for accessibility and improvements to this project . Additional funding for this project will come from the city’s park fees, and State of California Department of Housing and Community Develo pment. Economic Development To help mitigate the impact of COVID 19, the City of South San Francisco created a new Economic Development Small Business Relief Fund for local businesses. A number of businesses were required to shutdown to slow the effects of COVID -19. In program year 2019, 11 businesses were provided loans. This is an ongoing program that is anticipated to continue through program year 2020. Comparison of the proposed ver sus actual outcomes for each outcome measure submitted with the consolidated plan and explain, if applicable, why progress was not made toward meeting goals and objectives. 91.520(g) Categories, priority levels, funding sources and amounts, outcomes/obje ctives, goal outcome indicators, units of measure, targets, actual outcomes/outputs, and percentage completed for each of the grantee’s program year goal s are provided in Table 1. The COVID-19 pandemic hindered many of the organizations and City efforts to complete the goals established in the 2019 Annual Action Plan. CAPER 4 Table 1 - Accomplishments – Program Year & Strategic Plan to Date Project Activity Agency or Operator Goal Category CDBG Funding Expended Indicator Exp. Prog. Yr. Actual Prog. Yr. % Comp Planning and Admin. City Staff Efficient Administration and Oversight Efficient Administration and Oversight $ 92,360 $ 79,859 Annual Administration NA NA NA Planning and Admin. City Staff Efficient Administration and Oversight Efficient Administration and Oversight $ 72,360 $ 64,896 Annual Administration NA NA NA Planning and Admin. City Staff Efficient Administration and Oversight Efficient Administration and Oversight $ 20,000 $ 14,962 CDBG-CV NA NA NA HOME Funds - Admin Project Sentinel Fair Housing Services Suitable living environment Non-Homeless Special Needs $ 16,171.00 $ 16,171 Public Services other than Low/Mod Housing Benefit 13 20 154% CAPER 5 Housing Rehab Programs TOTAL Multiple Providers Housing opportunities Affordable Housing $173,250 $130,579 Homeowner Housing Rehabilitated 57 26 CID Housing opportunities Affordable Housing $30,000 $26,512 Homeowner Housing Rehabilitated 15 7 47% El Concilio Housing opportunities Affordable Housing $37,500 $30,341 Homeowner Housing Rehabilitated 10 3 30% Rebuilding Together Rebuild Day Housing opportunities Affordable Housing $15,750 $0 Homeowner Housing Rehabilitated 3 3 100% Rebuilding Together Safe at Home Housing opportunities Affordable Housing $55,000 $38,726 Homeowner Housing Rehabilitated 15 12 80% City Sponsored Rehab Programs Housing opportunities Affordable Housing $35,000 $35,000 Homeowner Housing Rehabilitated 14 1 7% CAPER 6 Public Services TOTAL Multiple Providers Suitable living environment Non-Homeless Special Needs $48,447 $37,548 Public Services other than Low/Mod Housing Benefit 172 149 Community Overcoming Relationship Abuse (CORA) Suitable living environment Non-Homeless Special Needs $15,160 $4,261 Public Services other than Low/Mod Housing Benefit 6 2 33% Ombudsman Services of San Mateo Suitable living environment Non-Homeless Special Needs $17,227 $17,227 Public Services other than Low/Mod Housing Benefit 96 68 71% Rape Trauma Services Suitable living environment Non-Homeless Special Needs $16,060 $16,060 Public Services other than Low/Mod Housing Benefit 70 79 113% CAPER 7 Public Services Homeless Support TOTAL Multiple Providers Housing opportunities Homeless $47,680 $47,680 Public Services for Low/Mod Housing Benefit 104 232 223% HIP Home Sharing Program Housing opportunities Homeless, Affordable Housing $14,260 $14,260 Public Services other than Low/Mod Housing Benefit 8 9 113% Samaritan House Safe Harbor Housing opportunities Homeless $19,660 $19,660 Public Services for Low/Mod Housing Benefit 90 189 210% Star Vista Transitional Housing Housing opportunities Homeless $13,760 $13,760 Public Services for Low/Mod Housing Benefit 14 34 243% CAPER 8 Public Facilities and Infrastrct. City Staff, Contractors Public Infrastructure Non-Housing Community Development $300,000 $300,000 Public Facility or Infrastructure Activities for Low/Moderate Income Housing Benefit Gardiner Park Improvement Project Public Infrastructure Non-Housing Community Development $300,000 $300,000 Public Facility or Infrastructure Activities for Low/Moderate Income Housing Benefit 31500 31500 100% Economic Development City Staff, Contractors Public Infrastructure Non-Housing Community Development $400,000 $135,000 Public Facility or Infrastructure Activities for Low/Moderate Income Housing Benefit Economic Development Economic Development Economic Development $400,000 $135,000 Public Facility or Infrastructure Activities for Low/Moderate Income 40 11 28% CAPER 9 Housing Benefit CAPER 10 Assess how the jurisdiction’s use of funds, particularly CDBG, addresses the priorities and specific objectives identified in the plan, giving special attention to the highest priority activities identified. Need. Affordable Housing. Goal. Increase, maintain, and improve the supply of affordable hou sing for low to moderate income individuals and families. Activities Implemented. The City supported the rehabilitation and repair of 26 homes occupied by low - and moderate -income households, and helped preserve the available supply of housing. Need. Public Service. Goal. Provide public services to improve the quality of life for 329 low-income individuals and families, including those at risk of being homeless and special needs populations. Activities Implemented. The City supported public services providers to provide services for low- and moderate -income persons, including youth, seniors, persons with a disability, and persons experiencing domestic violence (not including homeless services). As indicated in Attachment 1, the City assisted 281 persons were assisted through the public services funded by CDBG. Need. Homeless services and housing. Goal. Provide service -enriched shelter and housing for homeless families and individuals. Activities Implemented. Funding for homeless services and housing was implemented under the public service category to support services for 232 persons. Need. Public Improvements. Goal. Preserve and improve public facilities that serve a high percentage of lowincome or special needs residents Activities Implemented. During PY 2019 the City completed one public improvements project, the Gardiner Park Renovation project, which improved accessibility and safety at an existing park service the CDBG target area. Need: Infectious Disease and Disaster Response CAPER 11 Goal: Provide an immediate and streamline approach that is consistent with HUD guidance in providing necessary assistance to the City of South San Francisco businesses and resident. Activities: The City will use CDBG funds, to provide loans to small businesses in South San Francisco under the CDBG Program and its regulations, including, but not limited to, that for every $25,000 one full-time equivalent job must either be created or retained for a low - or moderate -income individual for one year. This program is intended to assist small businesses in South San Francisco affected during the social distancing requirements associated with coronavirus disease 2019 (COVID-19). CAPER 12 CR -10 - Racial and Ethnic composition of families assisted Describe the families assisted (including the racial and ethnic status of families assisted). 91.520(a) CDBG White 220 Black or African American 53 Asian 52 American Indian or American Native 10 Native Hawaiian or Other Pacific Islander 20 Asian and White 5 Black and White 4 Other 42 Total 407 Hispanic 102 Not Hispanic 305 Table 2 – Table of assistance to racial and ethnic populations by source of funds Narrative Table 2 above shows the race and ethnic distribution of services across households and persons. There were a total of 407 people helped through public service prog rams. The above numbers do not include the public infrastructure and facilities programs, which are tabulated by census block group. CAPER 13 CR -15 – Resources and Investments 91.520(a) Identify the resources made available Source of Funds Source Resources Made Available Amount Expended During Program Year CDBG public – federal $767,099 $595,666 CDBG-CV Public – federal $302,353 $135,000 Table 3 - Resources Made Available Narrative Addressing Housing Needs As part of the redevelopment agency dissolution, the City is required to sell Redevelopment Agency property. The City has used this as an opportunity to sell redevelopment property and City -owned property to build and preserve housing. Moreover, the following ci ty-owned properties locted in CDBG service areas are intended to accommodate the City’s housing needs:  201 Baden: 82 Below Market Rate units  432 Baden: 36 residential rental units  201-219 Grand Avenue: Mixed-use project with 47 Below Market Rate units  418 Linden: 37 Below Market Rate residential units  1051 Mission Road: 800 residential units, 158 inclusionary housing units. New Public Facilities The City identified the need for a facility for homeless individuals to provide food, restroom/hygiene/shower facilities, referrals, and resources. The City does not currently have a facility to address these needs, but continues to work with the Homeless Outreach Team, the County’s Coordinated Entry System partners and core agency to serve homeless familes and individuals to ensure they get the services they need. County partners, City staff, and the South San Francisco Police Department are in constant communications around homeless families and invididuals. With the uptick of families living in vehicles, the City is working with the County to address needed resources for individuals and families living in RVs and vehicles. Existing Public Facilities In the Con Plan, the City established a need for disabled access modifications to city -owned and non- profit owned facilities to enhance access for the disabled community. The City is proactive in addressing these accessibility issues at city -owned properites and has developed an ADA Transiiton Plan to help prioritize projects. This program year, Gardiner Park was updated to provide greater accessibility. CAPER 14 Identify the geographic distribution and location of investments Target Area Planned Percentage of Allocation Actual Percentage of Allocation Narrative Description CDBG Services Area CDBG Target Area 40 42 Increased expenditures in the public infrastructure program increased the percentage of funding spent ($300,000 for public Improvements) SSF Downtown Tracts 6021, 6022 Table 4 – Identify the geographic distribution and location of investments Narrative The City designates these areas as target areas for funding services because a majority of those who reside and/or receive services in this area are low - and moderate -income. Therefore, improvements made to this area, through activities like public right of way accessibility improvements and public facility improvements that provide additional access to residents and neighborhoods are supported through the CDBG program. CAPER 15 Leveraging Explain how federal funds leveraged additional resources (private, state and local funds), including a description of how matching requirements were satisfied, as well as how any publicly owned land or property located within the jurisdiction that were used to address the needs identified in the plan. The non-profit organizations that received CDBG funding leveraged their CDBG grants with their own funding from foundations, state and county grants, private donors, corporations, in -kind donors, and/or fees for service. The City also leveraged CDBG funds with local funds in the public infrastructure projects. CAPER 16 CR -20 - Affordable Housing 91.520(b) Evaluation of the jurisdiction's progress in providing affordable housing, including the number and types of families served, the number of extremely lo w-income, low-income, moderate-income, and middle-income persons served. One -Year Goal Actual Number of Homeless households to be provided affordable housing units 0 0 Number of Non-Homeless households to be provided affordable housing units 0 0 Number of Special -Needs households to be provided affordable housing units 0 0 Total 0 0 Table 5 – Number of Households One -Year Goal Actual Number of households supported through Rental Assistance 0 0 Number of households supported through The Production of New Units 0 0 Number of households supported through Rehab of Existing Units 57 26 Number of households supported through Acquisition of Existing Units 0 0 Total 57 26 Table 6 – Number of Households Supported Discuss the difference between goals and outcomes and problems encountered in meeting these goals. This year, the City served 26 households through the following housing rehabilitation programs/projects: Center for Independence of Individuals with Disabilities (CID) Housing Accessibility Modification (HAM) Program, El Concilio’s Peninsula Minor Home Repair Program, the City -Sponsored Housing Rehabilitation Program, and both the Rebuilding Together Peninsula’s (RTP) S afe at Home and National Rebuilding Day programs. CAPER 17 CID - HAM Program: CID was able to meet 47% of its goal and provided accessibility modifications to 7 low-income households. El Concilio’s Peninsula Minor Home Repair Program: Under Peninsula Minor Home Re pair, El Concilio interviewed, enrolled and assessed three households in the City of South San Francisco. Because of COVID shelter in place restrictions, El Concillo was not able to meet their goals for the year. City-Sponsored Housing Rehabilitation Program: The City issued one loan, and one Debris Box Vouchers, and Emergency Repair Vouchers. The City is revamping the housing rehabilitation program to improve resident participation, including adding marketing and revising program guidelines. The City is also looking at ways to partner with other agencies, both in the City and in neighboring jurisdictions to find more effective ways to operate ongoing rehabilitation programs. Future partnering efforts include working with Code Enforcement and neighborhood associations to improve participation in the Debris Box V oucher and Emergency Repair Voucher programs, and working with other members of the Consortium to see if it is possible to develop a regional home repair loan program. RTP – Safe at Home Program: RTP served 12 clients just shy of the goal of 15. National Rebuilding Day is usually completed annually in April, but was delayed due to COVID regualtions to Decembe r and assisted three homes in South San Francisco Discuss how these outcomes will impact future annual action plans. The COVID -19 pandemic greatly impacted the ability for organizations to meet goals set for program year 2019. In the past, the City has met with organizations who do not meet their goals and establish ways to improve operations or establish realistic goals in the future. With recommendations from HUD, in order to help service providers increase the number of households that they are able to serve, the City worked with each service provider to determine a fair administrative and project delivery cost for implementing their respective overall program’s scope of work. All of the rehabilitation programs received slight increases in funding with expected increases in meeting goals for PY 2020, and the City will be monitoring closely to evaluate the impact that the increase funds have on performance Include the number of extremely low -income, low-income, and moderate-income persons served by each activity where information on income by family size is required to determine the eligibility of the activity. Number of Households Served CDBG Actual HOME Actual Extremely Low-income 386 0 Low-income 16 0 Moderate -income 5 0 Total 407 0 Table 7 – Number of Households Served CAPER 18 Narrative Information 100% of households served met the CDBG income requirements of either being extremely low income (30% or less of Area Median Income[AMI]), low income (31-50% of AMI), or moderate income (51-80% of AMI). None of the program participants were above moderate -i ncome. The City uses HOME funding through the San Mateo Consortium to fund Project Sentinel’s Fair Housing efforts. Those clients are reported under the HOME column. Along with the construction and preservation of housing on city -owned property and Successor Agency property, the City’s housing policies, which include inclusionary housing and an affordable housing trust fund for housing related activities, demonstrate the City’s commitment to addressing the City’s housing needs. Worst-case housing needs, or individuls and families who are rent burdened, live in substandard housing, or have been involuntarily displaced are the most vulnerable residents in South San Francisco. Public Service subrecipients Samaritan House, StarVista, and HIP Housing offer hou sing and shelter services for residents who experience these needs. In an effort to address substandard living conditions and ensure that residents can afford their next dwelling unit in the same city, the City most recently adopted a Red Tag Ordinance to address unsafe living conditions. If a tenant must vacate a unit due to substandard units, the landlord is required to pay the tenant three times Fair Market Value Rent plus relocation costs, or provide the tenant with a comparable dwelling unit. In addit ion, YMCA, the city’s core agency provides rental assistance for residents who need assistance for a deposit or to to fill a gap in payment. CAPER 19 OMB Control No: 2506 -0117 (exp. 06/30/2018) CR -25 - Homeless and Other Special Needs 91.220(d, e); 91.320(d, e); 91.520(c) Evaluate the jurisdiction’s progress in meeting its specific objectives for reducing and ending homelessness through: Reaching out to homeless persons (especially unsheltered persons) and assessing their individual needs The Homeless Outreach Team (HOT) a multi -disciplinary, bilingual program that was created in South San Francisco four years ago, continued their work this year. The HOT Program has a full -time case manager that works, in collaboration with the City’s police, to identify and serve the most difficult, long term homele ss individuals by placing them in emergency shelters and connecting them with County medical and rehabilitation services. So far, the HOT Program has been very successful and has provided many HOT clients with needed medical care and identification cards, signed HOT clients up for assistance programs such as Supplement Security Income (SSI), and placed HOT clients into emergency shelter or other housing programs such as the Veterans Affairs (VA) Housing Vouchers. Additionally, on a monthly basis the HOT Pro gram holds a Case Managers Meeting that brings together homeless providers, other social service providers, County staff, City staff, City Police and the HOT case manager to discuss current issues with HOT clients and to identify potential solutions. Addit ionally, there is a HOT Steering Committee comprised of elected officials, program managers, and City staff who work to make larger program-wide and policy level changes to improve the homeless outreach, services and prevention efforts in South San Francis co and County-wide. Addressing the emergency shelter and transitional housing needs of homeless persons Samaritan House – Safe Harbor This year, the City has provided Samaritan House CDBG funding to operate the Safe Harbor Shelter. Safe Harbor provides emergency (less than 30 days) and transitional (30 days to six months) shelter, for single homeless adults over age 18 in South San Francisco. Safe Harbor provided shelter to 189 South San Francisco residents exceeding their goal by 210%. Samaritan House has provided emergency and transitional shelter for a total of 189 clients this past year. Safe Harbor Shelter is a 90 bed homeless shelter located in South San Francisco that provides both emergency and transitional housing for homeless women and men 18 y ears and older from San Mateo County. Safe Harbor is an integral component of the County’s housing crisis resolution system, offering a wide range of supportive services to maximize each client’s ability to enter permanent housing as quickly as possible. Residents participate in case management, which includes referrals to housing resources, mental health services, AOD programming, employment resources and more. CAPER 20 OMB Control No: 2506 -0117 (exp. 06/30/2018) CORA CORA assisted two South San Francisco clients in 2019. As a result of the COVID-19 pandemi c, CORA was not able to fully complete operate at full capacity. CORA Crisis Intervention Department provides a 24- hour hotline, Emergency Response Program collaboration with law enforcement, and the two emergency shelters. CORA also combined its Mental H ealth program, Children’s Program, and Supportive Housing Programs under the newly formed Family Support Services Department. The other departments (Legal, Community Education, Administration, and Development) remain unchanged. In addition to the funding p rovided to these two non -profits, the City was able to make non -monetary efforts to address the emergency shelter and transitional housing needs of homeless persons by continuing to actively participate in the Continuum of Care (CoC) Steering Committee and Project Performance Subcommittee. This year, the CoC focused on creating ways to better evaluate and improve the effectiveness of the County’s homeless programs to align with objectives set forth in the Homeless Emergency Assistance and Rapid Transition t o Housing Action (HEARTH), and the federal strategic plan, Opening Doors. The CoC continue to work towards set standards. These are: 1. Percentage of exits to permanent housing; 2. Housing retention rate; 3. Participants obtaining employment income during program participation; 4. Participants increasing total income during program participation; 5. Program occupancy levels; 6. CoC/Emergency Solution Grant (ESG) spending rates; and 7. Homeless Management Information System (HMIS) data quality. These performance measures will allow the CoC to identify areas of improvement and better address the needs of homeless persons. Helping low-income individuals and families avoid becoming homeless, especially extremely low-income individuals and families and those who are: likely to become homeless after being discharged from publicly funded institutions and systems of care (such as health care facilities, mental health facilities, foster care and other youth facilities, and corrections programs and inst itutions); and, receiving assistance from public or private agencies that address housing, health, social services, employment, education, or youth needs Project Sentinel provides comprehensive fair housing services including complaint investigation, community outreach, and education to San Mateo County residents. Project Sentinel assisted a total of 20 South San Francisco residents this year through their various services (case investigations, consultations, and referrals). HIP Housing’s Home Sharing program interviews and screens clients for housing, provides housemate, alternative housing, and community resources to clients with the potential of matching persons in CAPER 21 OMB Control No: 2506 -0117 (exp. 06/30/2018) affordable home sharing arrangements. Nine persons were matched with households and provided housing during PY 2019. Helping homeless persons (especially chronically homeless individuals and families, families with children, veterans and their families, and unaccompanied youth) make the transition to permanent housing and independent liv ing, including shortening the period of time that individuals and families experience homelessness, facilitating access for homeless individuals and families to affordable housing units, and preventing individuals and families who were recently homeless from becoming homeless again As mentioned previously, the Homeless Outreach Team (HOT) has been very successful in placing HOT clients in housing and connecting them with needed services. Samaritan House provided services to 189 persons in need of transitio nal housing. StarVista works with emancipated foster youth to stabilize their housing situation and served 12 clients during PY 2019. The Life Moves (formerly InnVision Shelter Network), and family homeless shelter in Daly City, Family Crossroads, underw ent major rehabilitation and seismic retrofitting in 2015, is now open and serving clients. The City continues to work with the CoC to address homeless needs in the community. CAPER 22 OMB Control No: 2506 -0117 (exp. 06/30/2018) CR -30 - Public Housing 91.220(h); 91.320(j) Actions taken to address the needs of public housing The South San Francisco Public Housing Authority (SSFPHA) operates as a separate entity and submits its own action plans and performance reports to HUD separately from the City of South San Francisco. The SSFPHA manages 80 units of aff ordable public housing. Information about the needs and strategy of the SSFPHA can be found in the SSFPHA’s AAP. Actions taken to encourage public housing residents to become more involved in management and participate in homeownership Not applicable Actions taken to provide assistance to troubled PHAs Not applicable CAPER 23 OMB Control No: 2506 -0117 (exp. 06/30/2018) CR -35 - Other Actions 91.220(j)-(k); 91.320(i)-(j) Actions taken to remove or ameliorate the negative effects of public policies that serve as barriers to affordable housing such as land use controls, tax policies affecting land, zoning ordinances, building codes, fees and charges, growth limitations, and policies affecting the return on residential investment. 91.220 (j); 91.320 (i) The City took the following actions to remove or ameliorate the negative effects of public policies that serve as barriers to affordable housing:  The City’s municipal code provides SSFMC section 20.390 provides incentives to developers for the production of housing that is affordable to lower and moderate -income residents.  Continued to implement the City's Inclusionary Housing Ordinance; this requires that a percentage of new “for sale” residential units are made available as Below Market Rate (BMR) units for low income residents. The City will also continue to sup port its existing BMR units.  The City’s General Plan, and specifically the Housing Element, includes policies that support the development of affordable housing. Two years ago, the 2015 -2023 Housing Element was adopted by State Housing and Community Develo pment. In 2018, these are some of the high level actions taken in the Housing Programs Progress Report:  The Planning Commission and City Council voted to amend the City's Inclusionary Housing Regulations to require a 15% contribution to affordable housing for residential rental projects, reduce the requirement from 20% to 15% for residential for sale projects, and adopted an inclusionary for commercial, office and hotel development. Six Downtown properties were made available for housing through a RFQ process. They City applied for state Cap & Trade grant programs within the Downtown Station Area Specific Plan.State level legislation has increased the production of second unitsThe City continues to participate in the 21 Elements Consortium meetings. The Ci ty also collaborates with HEART (Housing Endowment and Regional Trust of) of San Mateo County as well as the Housing Leadership Council of San Mateo County.  The City continued to support the rehabilitation of existing housing stock by using CDBG funding to support home repair programs, including El Concilio, the Center of Independence of Individuals with Disabilities’ (CID) Housing Accessibility Modification Program, Rebuilding Together Peninsula, and the City -Sponsored Housing Rehabilitation Program.  Conti nued to investigate new sources of funding for the City's affordable housing programs and working with non -profit developers to promote the development of housing affordable to lower income households. The Rotary Housing Development opened this year, prov iding 81 affordable senior housing units downtown. The City is working with a developer to develop 800 units of housing at the former PUC site.  Continued to consider a process to allow fee waivers or deferrals of planning, building, and impact fees for affordable housing developments.  Reduced government and public infrastructure constraints to affordable housing development through administrative support, inter-governmental cooperation, public-private partnerships, and permit streamlining. CAPER 24 OMB Control No: 2506 -0117 (exp. 06/30/2018)  Implementing zoning to ensure there is an adequate supply of land to meet its Association of Bay Area Governments (ABAG) regional housing needs allocation by adopting the Downtown Station Area Specific Plan which includes community benefits.  The City included in the Hou sing Element to consider a reduction in the minimum lot size for downtown development properties to encourage affordable, small housing development and  Also included in the Housing Element is the option to reduce minimum development standards for condomini um construction from five to two units to encourage affordable housing production. The City has made efforts in stabilizing existing tenants by adopting a Red Tag Ordinance and is exploring potential tenant protection policies. Actions taken to address obstacles to meeting underserved needs. 91.220(k); 91.320(j) Given the limited funds available, the City prioritized activities which provide maximum benefits to the community. Many local service providers are also experiencing declines in both private and p ublic funding, which further hinder their capability to meet needs. The City addressed this obstacle by continuing to look for new funding sources and find creative ways to leverage and utilize existing funding. Additionally, the City encouraged collaborat ion amongst itself, other jurisdictions, and non - profits. The majority of the City’s CDBG funds were allocated to supporting housing rehabilitation and public right of way improvement projects because they are not restricted by spending limitations and are highly impactful. A major funding obstacle continued to be sufficiently supporting the wide variety of crucial public services needed in the City due to federal spending limits specific to public services. While this need far exceeded the funds available to provide those services, this year, the City selected those activities which would be most effective. Actions taken to reduce lead -based paint hazards. 91.220(k); 91.320(j) The City continued to incorporate lead testing and lead safe work practices into all rehabilitation projects it funds. Additionally, the City continued to provide lead -based paint information available on its website, to all the local non -profit agencies, to homeowners and renters. The City also provided loans and grants to homeowners and public facilities to abate lead -based paint hazards. In addition, the City is working with San Mateo County to provide funding to low -income families who qualify for lead abatement funds through a Lead Abatement Settlement. Actions taken to reduce the number of poverty-level families. 91.220(k); 91.320(j) Housing Safe and affordable housing is an essential component in the efforts to reduce poverty. With the loss of Redevelopment Agency (RDA) funding, the City was unable to contribute to the developmen t of new CAPER 25 OMB Control No: 2506 -0117 (exp. 06/30/2018) affordable housing. However, the City did make efforts to maintain the existing supply of affordable housing by funding multiple home rehabilitation activities (See Section CR -20 - Affordable Housing). The City also continued to operate its 16 aff ordable housing units and oversee the Below Market Rate (BMR) Program. In addition City staff fielded numerous phone calls and in person inquiries regarding information on affordable housing. These resource packets, along with the City’s website, are updat ed on a regular basis with affordable housing information. Public Services As mentioned, the City supports a variety of non -profit organizations that provide housing assistance, food, child care, clothing, health services, legal services, and other emergency services to low -income residents. The City also promotes communication and collaboration among the nonprofits to avoid duplication of efforts and to be able to provide more comprehensive/”wrap around” services for low - income residents. Additionally, the City has in-house programs that also helped residents improve their economic opportunities. For example, the City’s Community Learning Center offered classes in English, computers, native language literacy, job training, and citizenship along with providi ng activities for children. Economic Development The City also takes on various economic development efforts to attract and retain businesses and jobs in South San Francisco. The City continues to operate the Business Cooperation Program (BCP) which seeks to lower the cost of doing business in the City. This program consists of three elements: 1. Contacting the major businesses and developers to assess how the City’s economic development efforts can be altered to meet their needs, and let them know the City i s supportive of their business efforts; 1. Providing information on the City’s commercial (Property Assessed Clean Energy) PACE program to assist in financing improvements that will save energy for the businesses and achieve the City’s Climate Action Goals, and providing information on other business support programs such as Employment Training Panel (ETP) assistance, and the Governor’s Office of Business and Economic Development (Go -Biz) financial programs; and 1. Ask for participation in the City’s proposed Sal es and Use Tax Program that will retain these taxes locally instead of them being allocated to the County sales Tax pool. The City has also partnered with several regional agencies and organizations that focus on job growth. For example, City staff works closely with Skyline College’s Science, Technology, Engineering, and Mathematics (STEM) program that assists high school students, the Bay Area Entrepreneur Center (BAEC), a business incubator/accelerator and resource center for start -up companies, and earl y stage companies, Joint Venture Silicon Valley, and ChinaSF. CAPER 26 OMB Control No: 2506 -0117 (exp. 06/30/2018) Actions taken to develop institutional structure. 91.220(k); 91.320(j) The City made the following efforts to improve and/or develop institutional structure:  Continued to work with the other l ocal jurisdiction as part of the CDBG "Work Group" to increase collaboration and make administrative and monitoring processes standardized and electronic/automated. For example, the CDBG Work Group moved the environmental review and project approval proces s for minor home repair programs into an online format.  Continued to serve on the Continuum of Care (CoC) Steering Committee and is involved in all CoC decision-making. The CoC Steering Committee is the organized group that guides the implementation of San Mateo County's homeless services system. The CoC undertakes a wide range of efforts to meet the needs of homeless persons and those at risk of homelessness.  Continued to build and improve relationships with local service providers. The City has had challe nges with meeting timeliness in spending in the past, resulting from unpredictable program income receipts and changes in program and project subscription. The City is actively reviewing and improving under-served programs, and reprogramming funds from pr ograms that have met set goals and are no longer in high demand. The City met timeliness in PY 2018 and completed the HUD required workout plan. However, to improve overall project management, staff will continue to utilize a simplified workout plan to h elp meet HUD’s timeliness requirement. The City will also continue to employ staff dedicated to the CDBG program to help continue improvement in program operations and project management. The ongoing pandemic has also resulted in delays with timeliness, but is working with HUD to help manage and address meeting the criteria and goals of the program. Actions taken to enhance coordination between public and private housing and social service agencies. 91.220(k); 91.320(j) The City took following actions to enhance coordination between public and private housing and social service agencies:  Continued to collaborate with the County of San Mateo, private housing developers, lenders, and non-profit housing developers in order to create more affordable housing.  Continued to participate in the CDBG "Work Group" and to improve CDBG administrative processes for both sub -recipients and City staff.  Continued to fund non -profit agencies serving low -income residents  Encouraged collaboration and cooperation among local s ervice providers.  Continued to participate in the CoC Steering Committee.  Continued to work with HOT which brings together the HOT case manager, City police and staff, CAPER 27 OMB Control No: 2506 -0117 (exp. 06/30/2018) homeless providers, and other social service providers.  Continued to participate in the San Mateo County HOME Consortium and to serve on the San Mateo County's Housing & Community Development Committee (HCDC)  Continued to build and improve relationships with local service providers.  Continued working with regional economic development groups and promote economic development collaborations.  Continued to work with businesses and the Chamber of Commerce on downtown beautification and other projects to improve the downtown  Continued to finance and support the City sponsored housing rehab program.  Worked with El Concilio, RTP and CID to coordinate housing repair and rehabilitation needs throughout the community. Identify actions taken to overcome the effects of any impediments identified in the jurisdictions analysis of impediments to fair housing choice. 91.520(a) During PY 2016 the City participated in a regional Assessment of Fair Housing. The Assessment of Fair Housing provides new goals and metrics by which the City will work to address fair housing issues in the community. The assessment was completed in PY 2017 and approved by HUD. The City used the assessment as a tool in preparing the new 2018-2023 Consolidated Plan that will guide implementation in the CDBG program for the next five years. In addition, the City has been collaborating wit h MTC to find the right tools for cities to analyze fair housing impediments. Other actions currently under way include:  The City continued to support testing and enforcement activities, efforts to educate landlords and property management companies abou t fair housing law, and efforts to educate housing consumers in fair housing rights.  The City continued to support investigations into actual cases, and efforts to educate housing providers about requirements for reasonable accommodation or modification.  The City continued to support efforts by outside groups to educate buyers through credit counseling and home purchase training.  In 2012, Project Sentinel was denied HUD funding due to lack of HUD funding, ineffective fair housing outreach, and inadequate do cumentation of fair housing activities. Since 2012, Project Sentinel has been able to identify and evaluate the causes of denial of HUD funding in 2012. Project Sentinel collaborates with the County and other entilement jursidictions to evaluate Project Sentinel’s current fair housing outreach and education efforts. In addition, Project Sentinel has improved its documention of activities such as testing and enforcement. For PY 2019, the City of South San Francisco received $16,171 in HOME Administrative Funds, which it uses to fund Project Sentinel in their support of fair housing efforts. CAPER 28 OMB Control No: 2506 -0117 (exp. 06/30/2018) CR -40 - Monitoring 91.220 and 91.230 Describe the standards and procedures used to monitor activities carried out in furtherance of the plan and used to ensure long -term compliance with requirements of the programs involved, including minority business outreach and the comprehensive planning requirements The City uses the Consolidated Subrecipient Monitoring Plan (Monitoring Plan) that was developed by the entitlement juri sdictions in San Mateo County to review performance over a period of time and to evaluate compliance of non-profit subrecipients funded with CDBG funding. The Monitoring Plan specifies the criteria the City uses to determine potential areas and levels of r isk, which include quarterly desk reviews, new subrecipients or organizational change, cumulative grant award amount, administrative history, program performance, and financial capacity. On a quarterly basis, the City conducts a limited review of all subre cipients, which includes reviewing quarterly performance reports and expense summaries that are submitted by the subrecipients. These quarterly performance reports update staff as to whether the non -profit is meeting its annual objectives and the status of the program. Additionally, the City will conduct on -site monitoring reviews of those subrecipients the City determines to have potential risks and/or have not been monitored in recent years. The on-site monitoring consists of a programmatic and fiscal re view of files, a tour of the program facilities as appropriate, an explanation of the services provided, discussions with program and administrative staff, and introduction to one or more actual beneficiaries, if possible. Also, the City can conduct in -de pth reviews, if needed, which typically consist of a concentrated review of a known high -risk area or critical function. Citizen Participation Plan 91.105(d); 91.115(d) Describe the efforts to provide citizens with reasonable notice and an opportunity to comment on performance reports. Public Notification Efforts A notice announcing the 15-day public comment period and a public hearing for the CAPER was made available for public review from November 24 through December 9, 2020 and another. Public Notices for the hearing and availability of the CAPER were published in the San Mateo County Times on September 5 and October 7, 2019. All notices informed citizens about the purpose of the CAPER and invited them to review the document and to either submit comments or provide them at the public hearing. All notices included the phone number and address of the Economic & Community Development (ECD) office in order to address any community inquiries. This notification was written in English and Spanish in an effort to reach the City’s Spanish language community. Draft copies of this report were made available at all public libraries, at the City’s ECD office, and on the City’s main website on November 24, 2020. Additionally, an email notification was sent out to local n on-profits and CDBG sub-recipients. Subsequently, a public hearing will be held on December 9, 2020. CAPER 29 OMB Control No: 2506 -0117 (exp. 06/30/2018) Summary of Citizen Comments No comments were received for the CAPER. CR -45 - CDBG 91.520(c) Specify the nature of, and reasons for, any changes in the jurisdiction’s program objectives and indications of how the jurisdiction would change its programs as a result of its experiences. The 2019 program year was amended in April of 2020 to address the City’s objectives of providing Economic Development Assistance to businesses directly affected by the COVID-19 pandemic. A substantial amendment was changed to use CDBG-CV funding and entitlement money set aside for home rehabilitation loans to wards the economic development program. Each year, the City conducts a needs assessment and reviews the prior year performance of each CDBG activity before it allocates funding. This is to ensure that CDBG funding is being used to meet the City’s objectives for the year, and to make sure the CDBG program is aligned with th e applicable Consolidated Plan. Does this Jurisdiction have any open Brownfields Economic Development Initiative (BEDI) grants? No [BEDI grantees] Describe accomplishments and program outcomes during the last year. City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-904 Agenda Date:12/9/2020 Version:1 Item #:9. Report regarding a resolution approving an Access and Permit agreement between the City of South San Francisco and the San Mateo County Flood and Sea Level Rise Resiliency District,and a resolution awarding a construction contract to Minerva Construction Inc.of San Francisco,California for the Orange Memorial Park Storm Water Capture Project (Project No.sd1801)in an amount not to exceed $8,747,430,authorizing a total construction budget of $11,371,659,and authorizing the City Manager to execute agreements on behalf of the City. (Bianca Liu, Senior Civil Engineer) RECOMMENDATION Staff recommends that the City Council adopt a resolution approving an Access and Permit agreement between the City of South San Francisco and the San Mateo County Flood and Sea Level Rise Resiliency District,and adopt a resolution awarding a construction contract to Minerva Construction,Inc.of San Francisco,California for the Orange Memorial Park Storm Water Capture Project (Project No.sd1801) in an amount not to exceed $8,747,430,authorizing a total construction budget of $11,371,659,and authorizing the City Manager to execute agreements on behalf of the City. BACKGROUND/DISCUSSION Access and Permit Agreement The first request of the City Council relates to execution of an Access and Permit Agreement with the San Mateo County Flood and Sea Level Rise Resiliency District for construction of certain facilities for the Orange Memorial Storm Water Capture Project (“Project”). On April 26,2017,the California Department of Transportation (“Caltrans”)agreed to fund $9,500,000 to the Orange Memorial Storm Water Capture Project (Project)through Cooperative Implementation Agreement No. D43CIASF0001. The Project’s primary goal is to help the City and Caltrans comply with the Regional Water Quality Control Board’s (RWQCB)Municipal Regional Permit (MRP)which stipulates a regulatory limit requirement for trash, mercury and polychlorinated biphenyl (PCB)load reductions in waters flowing to San Francisco Bay.RWQCB has established minimum pollutant load reduction limits for each county and its cities and the MRP requires that a portion of the pollutant load reductions shall be through green infrastructure. The City subsequently entered a second Cooperative Implementation Agreement,No.D43CIASF0002 dated September 20,2019,with Caltrans for a total amount of $6,000,000 which allowed for expansion of the Project to increase the amount of water quality treatment provided in terms of diversion,pretreatment,and infiltration capacity.The Project now includes a water capture facility at this site with 30 cubic feet per second diversion and over 1.8 million gallons of storage,which will capture and treat approximately fifteen percent of the average annual drainage volume in Colma Creek at the Project site,which provides regional benefits to both City of South San Francisco Printed on 12/14/2020Page 1 of 6 powered by Legistar™ File #:20-904 Agenda Date:12/9/2020 Version:1 Item #:9. South San Francisco and additional areas in San Mateo County. The Project consists of constructing a diversion and treatment structure to re-direct and treat stormwater runoff to remove trash,debris and sediment before storing the water in an underground,multi-chambered storage reservoir.The system will also provide water quality treatment and disinfection so that the water may eventually be used for irrigation in and around Orange Memorial Park. Because the project proposes to install the diversion structure and an overflow pipe inside the Colma Creek flood control channel maintained by the Colma Creek Flood Control Zone,the City was coordinating the design with the former San Mateo County Flood Control District.With previous projects the San Mateo Flood Control District,as the administrator of the flood control district,typically authorized access to and construction on district properties and facilities through written letters or memoranda.However,the San Mateo Flood Control District was replaced by the independent San Mateo County Flood and Sea Level Rise Resiliency District (“District”)pursuant to Assembly Bill 825 (AB 825)effective January 1,2020.Since this change,the District now requires that the City enter into a new agreement to permit the proposed improvements and construction within its right-of-way.The City and District negotiated an Access and Permit Agreement that is attached to an accompanying resolution approving that agreement as Exhibit A.Final plan comments from the District were received on September 30,2020 and staff finalized the plans on October 15, 2020. Construction of the diversion facility would be in accordance with that set of plans. Executing the Access and Permit Agreement would allow the City to construct the diversion structure and overflow outlet inside the District’s right of way,allow the structure to remain in place permanently,and would allow the City to operate,maintain and repair the structure as necessary.Once constructed,the City does not expect the diversion structure and related overflow pipe would require regular operation or maintenance,but staff will conduct inspections as necessary and provide repairs as needed.The Access and Permit Agreement sets forth certain terms and conditions relating the District granting permission for the City to utilize its right of way. The agreement does not require payment from City to District. The Project Construction Contract The second request of the Council relates to awarding a contract for Project construction.An overview of the competitive bidding process and details of this particular contract are provided below. Overview of City’s procurement process The City’s procurement process is governed by both state and local law.In awarding contracts for professional services,equipment and supplies,the City has some latitude.State law requires the City to adopt regulations and policies to govern such service and supplies procurement,but otherwise provides the City flexibility in determining relevant requirements as long as they are consistent with applicable state law.(Gov.Code § 54202.) However,for construction contracts,such as the one for this Project,state law requires contracts for construction to be competitively bid pursuant to a set of specific,established rules.In particular,the City is required to award construction contracts to the “lowest responsible bidder”after providing notice in accordance with law.(Pub.Contract Code §§20162,20164.)The bid award is determined based on cost,not on the difference between skills for each bidder. City of South San Francisco Printed on 12/14/2020Page 2 of 6 powered by Legistar™ File #:20-904 Agenda Date:12/9/2020 Version:1 Item #:9. The City’s purchasing ordinance distinguishes between three primary types of procurement methods as follows: 1.Competitive Bidding for Construction Projects Public projects are specifically defined under the Public Contract Code,and generally involve any construction project that is paid with public funds or those projects involving improvements,demolition or other work on public property or facility.Public projects are required to be procured through competitive bidding and the City must award the contract to the lowest bidder whose bid complies with all of the City’s solicitation requirements and demonstrates that the bidder is able to perform the work. Under the City’s policy,different levels of competitive bidding are required depending on the dollar limit of the underlying project. For these contracts,cost is generally the sole determining factor,and the lowest responsible bidder is awarded the project even if another bidder appears to be more skilled, but is more expensive. 2.Open Market Procedures for Vendors (Supplies and Equipment) Open Market Procedures is the City’s vendor selection process for purchase of goods,supplies,and professional services. These rules do not apply to, and may not be used for public construction projects. Contracts for the purchase of goods and services that exceed $10,000 require staff to utilize open market procedures.If the contract is $25,000 or less,staff must obtain at least three quotes,which are informal offers to perform work at a stated price.If the contract is greater than $25,000,staff will be required to solicit the project,such as issuing a Request for Proposals (“RFPs”)and obtain at least three written responses. Under this vendor selection process,cost can be only one factor in determining which vendor the City will ultimately select for services,equipment or supplies.This requirement is similarly reflected under SSFMC §4.04.080. Thus,when utilizing the open market vendor selection process,the City is focused on the skill,ability, and expertise of the entity or person to be able to provide the service,equipment or goods to the City. The selection is based on competence,professional qualifications,and overall value to the City with cost being only one factor in the determination of an award.For supplies and equipment contracts that receive federal funding,there are additional requirements that would be imposed as a part of funding or grant acceptance. 3.Open Market Procedures for Architectural and Engineering (A&E) Professional Services For certain professional services such as architectural,engineering,environmental,land surveying,or construction project management,the Government Code also specifically requires that such services not be awarded solely based on price,but instead based on demonstrated competence.(Gov.Code §4526.) Both the state law provision and the City’s policy reflect the legislative view that when acquiring such services the City does not necessarily receive the best value when it pays the lowest price.(See e.g. California Attorney General Op. No. 94-819 (February 9, 1995)). City of South San Francisco Printed on 12/14/2020Page 3 of 6 powered by Legistar™ File #:20-904 Agenda Date:12/9/2020 Version:1 Item #:9. Current Procurement Type: Competitive Bidding for Construction Projects (Type 1 above) Staff advertised a notice inviting bids for the project on October 23 and October 30,2020.Staff conducted a mandatory pre-bid meeting on November 5,2020 with fourteen (14)contractors in attendance via teleconference due to San Mateo County Covid-19 protocols.On November 20,2020,staff received four (4) bids in response to the advertisement.The lowest responsible bidder was Minerva Construction,Inc.of San Francisco,California.Staff has verified the low bidder’s current contractor’s license with the California State Licensing Board and found it to be in good standing. Public Works contracts are ordinarily awarded to the lowest responsible bidder whose bid is responsive to the solicitation (Public Contract Code §20162).There are no Disadvantaged Business Enterprise (DBE) requirements since no federal funds are being utilized on the project. The following is a summary of the bids received: Base Bid Amount Minerva Construction Inc.$7,447,430.00 JMB Construction $7,563,150.00 McGuire & Hester $7,998,820.25 Disney Construction $8,393,333.00 The engineer’s estimate for the Base Bid is $8,500,000.00.The lowest responsible bidder proposal came in under the engineer’s estimate by 12%mostly likely due to a competitive bid environment and market conditions impacted by Covid-19. Since the start of covid-19,there have been some uncertainties in the bidding environment and whether bids would come in higher or lower than the engineer’s estimate.In order to account for these uncertainties,staff included an additive alternate item to increase the capacity of the underground infiltration gallery which would in turn provide a greater amount of stormwater that could be stored and used for groundwater recharge. However,the project advertisement specified contractors to bid on a Base Bid basis as such the low bidder is determined by the Base Bid submitted.Based on the bid results,the Base Bids came in well under the engineer’s estimate allowing the single Additive Alternate to be incorporated into the project.Staff recommends accepting the Base Bid of $7,447,430.00 and the Additive Alternate of $1,300,000.00 for a total amount of $8,747,430.00. The project budget is: Minerva Construction Inc’s Base Bid Contract $ 7,447,430.00 Additive Alternate 1 $ 1,300,000.00 Construction Contingency (20%) $ 1,749,486.00 Construction Management / Construction Administration (10%) $ 874,743.00 Total Project Budget $11,371,659.00 The construction contingency is for additional costs related to unforeseen conditions requiring design changes during construction operations. City of South San Francisco Printed on 12/14/2020Page 4 of 6 powered by Legistar™ File #:20-904 Agenda Date:12/9/2020 Version:1 Item #:9. Minor Omission in Bid After the bids were opened,the City received notification from a third party that the bid materials for the project did not request a piece of information relating to subcontractors that is required under the Public Contract Code’s Subletting and Subcontracting Act.Specifically,the bid form asked the bidder to list the name, the location of,and state contractor license number of each subcontractor,but not the public works contractor registration number issued by the Department of Industrial Relations.Each of these is required to be included in the bid,per Public Contract Code section 4104.Because there was not a field for the information in the bidding forms, none of the bidders included the public works contractor registration number in their bids. The public works contractor registration number of subcontractors is a new requirement.The City’s standard public bidding forms will be updated to include a space for it for future bids. The City Attorney’s Office has determined that this minor omission does not prevent the City Council from awarding the contract to the lowest,responsive bidder.The Attorney General has determined that the Public Contract Code gives the City Council the discretion to award a contract when a bid is missing some of the required subcontractor information,so long as the information was readily ascertainable from another source. (86 Ops.Cal.Atty.Gen.90 (2003);see Public Contract Code §4110.)This was the case here,as DIR maintains a publicly accessible, online database with contractor registration information. In addition,the City Attorney’s office advised that any bids that fully conform with the bid forms would still be considered responsive,such that the omission of the subcontractors’registration numbers alone is not a basis to disqualify any single bidder.Nor is it a basis to reject all bids,as the Notice to Bidders allows the City to waive any minor irregularities,and this minor error neither affects the contract price nor creates any favoritism or unfair advantage, since all bidders were affected equally. As a precautionary measure,after being notified of the omission,the City notified the bidders and invited them to send staff the missing information.This invitation clearly stated that the information sought would not be used in the consideration of the bids.Staff believes this effectively corrects the error in the bid form,and also complies with the City’s implicit obligation to collect “proof of the contractor or subcontractor’s current registration to perform public work”before a bid is accepted or “any contract or subcontract [is]entered into [.]” (Labor Code § 1771.1, subd. (b).) FISCAL IMPACT This project is included in the City of South San Francisco’s fiscal year 2019-2020 Capital Improvement Program (sd1801)and there are sufficient funds to award the construction contract.The contract would be funded through the Cooperative Implementation Agreements (D43CIASF0001 and D43CIAF0002)with Caltrans. RELATIONSHIP TO STRATEGIC PLAN Approval of this action will contribute to the City’s Strategic Plan outcome of improved Quality of Life by providing green infrastructure and improving water quality. CONCLUSION Staff recommends that the City Council of the City of South San Francisco adopt a resolution approving an access and permit agreement between the City of South San Francisco and the San Mateo County Flood and Sea Level Rise Resiliency District,and a resolution awarding the construction contract to Minerva Construction City of South San Francisco Printed on 12/14/2020Page 5 of 6 powered by Legistar™ File #:20-904 Agenda Date:12/9/2020 Version:1 Item #:9. Sea Level Rise Resiliency District,and a resolution awarding the construction contract to Minerva Construction Inc. of San Francisco, California for the Orange Memorial Park Storm Water Capture Project. Attachments: 1.Vicinity map 2.Bid Summary 3.PowerPoint Presentation City of South San Francisco Printed on 12/14/2020Page 6 of 6 powered by Legistar™ ATTACHMENT 1 VICINITY MAP CITY OF SOUTH SAN FRANCISCO PUBLIC WORKS DEPARTMENT BID OPENING FORM Project Name: Orange Memorial Park Storm Water Capture Project Project No.: sd1801 Bid No.: 2646 Bid Opening Date: Friday, November 20, 2020 at 11:00am Opened By: _Bianca Liu ______ Witness: _Wing Wong__ CONTRACTOR BOND ADDENDA TOTAL BASE BID AMOUNT Disney Construction X XX 8,393,333.00 JMB Construction Inc. X XX 7,563,150.00 McGuire & Hester X XX 7,998,820.25 Minerva Construction Inc. X XX 7,447,430.00 ATTACHMENT 2 Orange Memorial Park Storm Water Capture Project South San Francisco City Council Meeting December 9, 2020 1 ATTACHMENT 3 GOALS DIVERT flows from Colma Creek for treatment, beneficial reuse, and local flood reduction CLEAN contaminants from creek per MRP requirements using green infrastructure (settling, infiltration, reuse) Mercury PCB’s Trash REUSE treated water for irrigation, water trucks, and groundwater recharge 6,500 acres across 7 jurisdictions 2 PROJECT BACKGROUND •Original project concept is from the San Mateo County Stormwater Resource Plan (SWRP) •The SWRP concept attracted $9.5M in funding from Caltrans •In September 2019 an additional $6M was procured from Caltrans for $15.5M total •The project went out to bid 5 weeks ago in early November 2020 3 Project Layout Project Elements Instream diversion Grit/Trash Chamber Diversion Pipe Flow Splitter Cistern & Infiltration Gallery Water Quality Treatment Shed 4 Project Elements Instream Diversion Grit/Trash Chamber Diversion Pipe Flow Splitter Cistern & Infiltration Gallery Water Quality Treatment Shed Project Layout 5 Project Elements Instream Diversion Grit/Trash Chamber Diversion Pipe Flow Splitter Cistern & Infiltration Gallery Water Quality Treatment Shed Project Layout 6 Project Elements Instream Diversion Grit/Trash Chamber Diversion Pipe Flow Splitter Cistern & Infiltration Gallery Water Quality Treatment Shed Project Layout 7 Project Elements Instream Diversion Grit/Trash Chamber Diversion Pipe Flow Splitter Cistern & Infiltration Gallery Water Quality Treatment Shed Project Layout 8 Project Elements Instream Diversion Grit/Trash Chamber Diversion Pipe Flow Splitter Cistern & Infiltration Gallery Water Quality Treatment Shed Project Layout 9 Project Elements Instream Diversion Grit/Trash Chamber Diversion Pipe Flow Splitter Cistern & Infiltration Gallery Water Quality Treatment Shed Project Layout 10 San Mateo County Sea Level Rise and Resiliency District 11 October 2020: Final Design and Bid Package Completed 12 Design Summary Bid Design Bid Design+ Add Alt •Equivalent Area Treated = 1,150 ac •600 ac-ft/yr stormwater diverted & treated •150 ac-ft infiltrated •50 ac-ft used for irrigation •400 ac-ft treated & returned •Equivalent Area Treated = 1,150 ac •600 ac-ft/yr stormwater diverted & treated •240 ac-ft infiltrated •50 ac-ft used for irrigation •310 ac-ft treated & returned 13 Procurement Methods 1. Competitive Bidding for Construction Projects •Cost is generally the sole determining factor 2. Open Market Procedures for Vendors (Supplies and Equipment) •Cost > $25,000, required to solicit the project through an RFP •Cost can be only one factor in selection (SSFMC § 4.04.080) 3. Open Market Procedures for Architectural and Engineering (A&E) Professional Services •Consultant is selected through a qualifications based selection (Gov. Code § 4526.) 14 Procurement Methods 1. Competitive Bidding for Construction Projects •Cost is generally the sole determining factor 2. Open Market Procedures for Vendors (Supplies and Equipment) •Cost > $25,000, required to solicit the project through an RFP •Cost can be only one factor in selection (SSFMC § 4.04.080) 3. Open Market Procedures for Architectural and Engineering (A&E) Professional Services •Consultant is selected through a qualifications based selection (Gov. Code § 4526.) 15 Bid Information Contractor Base Bid Minerva Construction $7,447,430.00 JMB Construction $7,563,150.00 McGuire & Hester $7,998,820.25 Disney Construction $8,393,333.00 Construction Project Budget Minerva Construction Inc. Base Bid $7,447,430.00 Minerva Construction Inc. Alternate 1 $1,300,000.00 Construction Contingency $1,749,486.00 Construction Management and Administration $ 874,743.00 $11,371,659.00 16 Schedule – Design, Bid, and Construction 2020 2021 2022 •Complete design, bid stormwater capture •Planning ballfield replacement •Start Construction stormwater capture •Design ballfield replacement •Complete construction stormwater capture •Start Construction ballfield replacement Sportsfield Renovation Project Storm Water Capture Project 17 Staff recommends Approving an Access and Permit agreement between the City of South San Francisco and the San Mateo County Flood and Sea Level Rise Resiliency District Awarding a construction contract to Minerva Construction Inc. in an amount not to exceed $8,747,430.00 (Base Bid +Alternate 1), authorizing a total construction budget of $11,371,019.00 Recommendation 18 Thank you! 19 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-905 Agenda Date:12/9/2020 Version:1 Item #:9a. Resolution awarding a construction contract to Minerva Construction of San Francisco,California for the Orange Memorial Park Storm Water Capture Project (Project No.sd1801)in an amount not to exceed $8,747,430 and authorizing a total construction budget of $11,371,659. WHEREAS,the California Department of Transportation (Caltrans)agreed to fund $9,500,000 to the Orange Memorial Storm Water Capture Project (Project)through Cooperative Implementation Agreement No. D43CIASF0001; and WHEREAS,the City subsequently entered a second Cooperative Implementation Agreement No. D43CIASF0002 with Caltrans for an amount of $6,000,000 which allowed for expansion of the Project to increase the water quality treatment provided in terms of diversion, pretreatment, and infiltration capacity; and WHEREAS, Minerva Construction of San Francisco, California was the lowest responsible bidder; and WHEREAS,staff recommends awarding the construction contract to Minerva Construction of San Francisco, California in an amount not to exceed $8,747,430,which is the total for the base bid ($7,447,430)and additive alternate ($1,300,000); and WHEREAS,the City Council authorizes a project budget of $8,747,430,with additional $1,749,486 contingency,with a Construction Management and Administration Allowance of $874,743,totaling a project budget of $11,371,659; and WHEREAS,the project is included in the City of South San Francisco’s fiscal year 2019-2020 Capital Improvement Program (sd1801)and the contract will be funded through the Cooperative Implementation Agreements (D43CIASF0001 and D43CIAF0002) with Caltrans; and NOW THEREFORE,BE IT RESOLVED,by the City Council of the City of South San Francisco that the City Council hereby awards a construction contract,a draft of which is attached hereto and incorporated herein as Exhibit A,for the Orange Memorial Park Storm Water Capture Project (Project No.sd1801)to Minerva Construction of San Francisco,California,in an amount not to exceed $8,747,430,and waives minor irregularities to the bid that would not lead to the selection of a different contractor,conditioned on Minerva Construction’s timely execution of the Project contract and submission of all required documents,including but not limited to, certificates of insurance and endorsement, in accordance with Project documents. BE IT FURTHER RESOLVED the City Council authorizes a total Project construction budget of $11,371,659 and authorizes the City Manager to utilize unspent amount of the total Project,if necessary,towards additional construction contingency budget. BE IT FURTHER RESOLVED the City Council authorizes the Finance Department to establish the ProjectCity of South San Francisco Printed on 12/11/2020Page 1 of 2 powered by Legistar™ File #:20-905 Agenda Date:12/9/2020 Version:1 Item #:9a. BE IT FURTHER RESOLVED the City Council authorizes the Finance Department to establish the Project Budget consistent with the information contained in the staff report and authorizes the City Engineer to approve the plans and specifications for said project prior to construction. BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute the construction contract in substantially the same form as Exhibit A,and any other related documents on behalf of the City upon timely submission by Minerva Construction of the signed contract and all other documents,subject to approval by the City Attorney. BE IT FURTHER RESOLVED that the City Council authorizes the City Manager to take any other related actions consistent with the intention of the resolution. ***** City of South San Francisco Printed on 12/11/2020Page 2 of 2 powered by Legistar™ EXHIBIT A FORM OF AGREEMENT CITY OF SOUTH SAN FRANCISCO ENGINEERING DIVISION FORM OF AGREEMENT FOR PUBLIC IMPROVEMENTS TABLE OF CONTENTS Page No. 1. Scope of Work A-1 2. The Contract Documents A-1 3. Equipment - Performance of Work A-2 4. Contract Price A-2 5. Rights of City to Increase Working Days A-2 6. Option of City to Terminate Agreement in Event of Failure to Complete Work A-2 7. Termination of Contract for Convenience A-3 8. Performance by Sureties A-5 9. Hold-Harmless Agreement and Contractor's Insurance A-6 10. Insurance A-6 11. Proof of Carriage of Insurance A-7 12. Provisions Cumulative A-8 13. Notices A-8 14. Interpretation A-8 Attachment A – Escrow Agreement for Security Deposits in Lieu of Retention EXHIBIT A FORM OF AGREEMENT FORM OF AGREEMENT FOR PUBLIC IMPROVEMENTS THIS AGREEMENT made and entered into this_____ , day of ,______, between the CITY OF SOUTH SAN FRANCISCO, a municipal corporation and political subdivision of the State of California, hereinafter called “CITY”, and <Contractor>, Inc., hereinafter called “CONTRACTOR”1. W I T N E S S E T H: WHEREAS, City has taken appropriate proceedings to authorize construction of the public work and improvements herein provided and execution of this contract. WHEREAS, a notice was duly published for bids for the contract for the improvements hereinafter described. WHEREAS, on , notice duly given, the City Council (“Council”) of said City awarded the contract for the construction of the improvements hereinafter described to the Contractor, which Contractor said Council found to be the lowest responsible bidder for said improvements. WHEREAS, City and Contractor desire to enter into this agreement for the construction of said improvements pursuant to the terms, definitions, and conditions set forth in the General Provisions and other Contract Documents. IT IS AGREED as follows: 1. Scope of Work. Contractor shall perform the Work described briefly as follows: The Work consists of the furnishing of all labor, materials, tools, equipment, and services necessary for the construction of the ORANGE MEMORIAL PARK STORM WATER CAPTURE PROJECT; PROJECT NO. SD1801; BID NO. 2646; in accordance with the Contract Documents. Also included are any such other items or details not mentioned above that are required by the Contract Documents, which are to be constructed or furnished and installed as shown on the plans, as specified herein and as directed by the Engineer. The aforementioned improvements are further described in the "Contract Documents" hereinafter referred to. 2. The Contract Documents. The complete Contract consists of the following documents: (A) Notice Inviting Bids (B) Addendum (C) Part I – Submitted Proposal (as accepted) 1. 1The term "Contractor" as used herein is employed without distinction as to either number or gender and shall include whenever the context shall permit all agents, representatives, employees, servants, subcontractors and business or social invitees. Page A-1 of 9 Page A-2 of 9 EXHIBIT A FORM OF AGREEMENT (D) This Agreement, including Contractor’s Payment Bond, Faithful Performance Bond and Guaranty Bond. (E) Part II – General Conditions (F) Part III – Special Provisions: Special Conditions and Technical Specifications, including State Standard Specifications dated 2015, sections 10-99, as revised in Revised Standard Specifications (RSS) dated 2018 (G) Part IV – Project Plans, approved October 15, 2020 (H) Administrative subsections of the State Standard Specifications dated 2015, as specifically referenced in contract Parts I-IV and as revised in RSS dated 2018 All rights and obligations of City and Contractor are fully set forth and described in the contract documents. All of the above-named documents are intended to cooperate, so that any work called for in one and not mentioned in the other, or vice versa, is to be executed the same as if mentioned in all said documents. The documents comprising the complete contract will hereinafter be referred to as “the Contract Documents.” 3. Equipment - Performance of Work. Contractor shall furnish all tools, equipment, apparatus, facilities, labor, and materials necessary to perform and complete in a good and wo rkmanlike manner the Work of general construction as called for, and for the manner designated in, and in strict conformity with, the plans and specifications for said Work entitled: ORANGE MEMORIAL PARK STORM WATER CAPTURE PROJECT PROJECT NO. SD1801; BID NO. 2646 The equipment, apparatus, facilities, labor, and materials shall be furnished and said Work performed and completed as required in said plans and specifications under the direction and supervision and subject to the approval of the Engineer of said City or the Engineer’s designated assistant. 4. Contract Price. City shall pay, and Contractor shall accept, in full payment for the Work agreed to be done the sum of ($). Said price is determined by the lump sum price contained in Contractor's bid proposal (“Bid”). The lump sum price and unit prices are set forth in the completed Bid forms attached hereto and made a part hereof as if set forth herein verbatim. In the event work is performed or materials furnished in addition to those set forth in Contractor's bid and the specifications herein, such work and materials will be paid for at the unit prices therein contained. Said amount shall be paid in installments as hereinafter provided. 5. Rights of City to Increase Working Days. If such Work is not completed within the time specified, the Engineer shall have the right to increase the number of working days in the amount it may determine will best serve the interest of the City. If it desires to incr ease said number of working days, it shall have the further right to charge to Contractor and deduct from the final payment for the Work the actual cost of engineering, inspection, superintendence, and other overhead expenses which are directly chargeable to Contractor and which accrue during the period of such extension, except that the cost of the final service and preparation of the final estimates shall not be included in such charges, provided, however, that no extension of time for the completion of such Work shall be allowed unless at least twenty (20) calendar days prior to the time herein fixed for the completion thereof or the time fixed by the Page A-3 of 9 EXHIBIT A FORM OF AGREEMENT Engineer for such completion as extended, Contractor shall have filed application for extension thereof, in writing with the Engineer. 6. Option of City to Terminate Agreement in Event of Failure to Complete Work. If at any time in the opinion of the Engineer, the Contractor has refused or failed to prosecute the Work or any severable part thereof, with such diligence as will insure its work, or any completion within the time specified, or any extensions thereof, or shall have failed to complete said work within such time, or if Contractor should be adjudged a bankrupt, or if Contractor should make a general assignment for the benefit of Contractor's creditors, or if a receiver should be appointed in the event of Contractor's insolvency, or if Contractor, or any Subcontractor, should violate any of the provisions of this Agreement, the Engineer may give written notice to Contractor, and Contractor's sureties of its intention to terminate this Agreement, such notice to contain the reasons for such intention to terminate this Agreement, and unless within five calendar (5) days after the serving of such notice, such violation shall cease and satisfactory arrangements for the correction thereof be made, this Agreement may, at the option of City, upon expiration of said time, cease and terminate. Any excess of cost arising therefrom over and above the contract price will be charged against the Contractor and the Contractor’s sureties who will be liable therefore. In the event of such termination, all money due the Contractor or retained under the terms of this contract shall be forfeited to the City; but such forfeiture will not release the Contractor or the Contractor’s sureties from liability or failure to fulfill the contract. The Contractor and the Contractor’s sureties will be credited with the amount of money so forfeited toward any excess of cost over and above the contract price, arising from the suspension termination of the operations of the contract and the completion of the Work by the City as above provided, and the Contractor will be so credited with any surplus remaining after all just claims for such completion have been paid. In the determination of the question whether there has been any such noncompliance with the contract as to warrant the suspension termination or annulment thereof, the decision of the Engineer shall be binding on all parties to the contract. 7. Termination of Contract for Convenience. The City also reserves the right to terminate the contract at any time upon a determination by the Engineer in the Engineer's sole discretion that termination of the contract is in the best interest of the City. If the City elects to terminate the contract for convenience, the termination of the contract and the total compensation payable to the Contractor shall be governed by the following: (A) The City will issue the Contractor a written notice signed by the Engineer, specifying that the contract is terminated. Upon receipt of said written notice, the Contractor will be relieved of further responsibility for damage to the Work (excluding materials) as specified in Section VII-17, "Contractor's Responsibility for the Work," of the General Conditions and, except as otherwise directed in writing by the Engineer, the Contractor shall: (1) Stop all work under the contract except that specifically directed to be completed prior to acceptance. (2) Perform work the Engineer deems necessary to secure the project for termination. (3) Remove equipment and plant from the site of the Work. (4) Take such action as is necessary to protect materials from damage. Page A-4 of 9 EXHIBIT A FORM OF AGREEMENT (5) Notify all subcontractors and suppliers that the contract is being terminated and that their contracts or orders are not to be further performed unless otherwise authorized in writing by the Engineer. (6) Provide the Engineer with an inventory list of all materials previously produced, purchased or ordered from suppliers for use in the Work and not yet used in the Work, including its storage location, and such other information as the Engineer may request. (7) Dispose of materials not yet used in the Work as directed by the Engineer. It shall be the Contractor's responsibility to provide the City with good title to all materials purchased by the City hereunder, including materials for which partial payment has been made as provided in Section IX - 2, “Progress Payments,” of the General Conditions and with bills of sale or other documents of title for such materials. (8) Subject to the prior written approval of the Engineer, settle all outstanding liabilities and all claims arising out of subcontracts or orders for materials terminated hereunder. To the extent directed by the Engineer, the Contractor shall assign to the City all the right, title, and interest of the Contractor under subcontracts or orders for materials terminated hereunder. (9) Furnish the Engineer with the documentation required to be furnished by the Contractor under the provisions of the contract, including, on projects as to which Federal and State funds are involved, all documentation required under the Federal and State requirements included in the contract. (10) Take such other actions as the Engineer may direct. (B) Acceptance of the contract as hereinafter specified shall not relieve the Contractor of responsibility for damage to materials. The Contractor shall continue to be responsible for damage to materials after issuance of the Notice of Termination, except as follows: (1) The Contractor’s responsibility for damage to materials for which partial payment has been made as provided in Section IX-2, “Progress Payments,” of the General Conditions and for materials furnished by the City for use in the Work and unused shall terminate when the Engineer certifies that such materials have been stored in the manner and at the locations the Engineer has directed. (2) The Contractor’s responsibility for damage to materials purchased by the City subsequent to the issuance of the notice that the contract is to be terminated shall terminate when title and delivery of such materials has been taken by the City. (3) When the Engineer determines that the Contractor has completed the Work under the contract directed to be completed prior to termination and such other work as may have been ordered to secure the project for termination, the Contractor will recommend that the Engineer formally accept the contract to the extent performed, and immediately upon and after such acceptance by the Engineer, the Contractor will not be required to perform any further Work thereon and shall be relieved of the Contractor's contractual responsibilities for injury to persons or property which occurs after the formal acceptance of the project by the Engineer. (C) Termination of the contract shall not relieve the surety of its obligation for any just claims arising out of the work performed. Page A-5 of 9 EXHIBIT A FORM OF AGREEMENT (D) The total compensation to be paid to the Contractor shall be determined by the Engineer on the basis of the following: (1) The reasonable cost to the Contractor, without profit, for all work performe d under the contract, including mobilization, demobilization and work done to secure the project for termination. In determining the reasonable cost, deductions will be made for the cost of materials to be retained by the Contractor, amounts realized by the sale of materials, and for other appropriate credits against the cost of the work. When, in the opinion of the Engineer, the cost of a contract item of work is excessively high due to costs incurred to remedy or replace defective or rejected work, the reasonable cost to be allowed will be the estimated reasonable cost of performing such work in compliance with the requirements of the plans and specifications and the excessive actual cost shall be disallowed. (2) A reasonable allowance for profit on the cost of the work performed as determined under Subsection (1), provided the Contractor establishes to the satisfaction of the Engineer that it is reasonably probable that the Contractor would have made a profit had the contract been completed and provided further, that the profit allowed shall in no event exceed four (4) percent of said cost. (3) The reasonable cost to the Contractor of handling material returned to the vendor, delivered to the City, or otherwise disposed of as directed by the Engineer. (4) A reasonable allowance for the Contractor’s administrative costs in determining the amount payable due to termination of the contract. (5) A reasonable credit to the City for defective or incomplete work not corrected. All records of the Contractor and subcontractors necessary to determine compensation in accordance with the provisions of this Section 5 shall be open to inspection or audit by representatives of the City at all times after issuance of the Notice of Termination and for a period of three (3) years, thereafter, and such records shall be retained for that period. After acceptance of the Work by the Engineer, the Engineer may make payments on the basis of interim estimates pending issuance of the Final Estimate in accordance with Section IX-7, “Final Payment,” of the General Conditions when, in the Engineer's opinion, the amount thus paid, together with all amounts previously paid or allowed, will not result in total compensation in excess of that to which the Contractor will be entitled. All payments, including payment upon the Final Estimate shall be subject to deduction for prior payments and amounts, if any, to be kept or retained under the provisions of the contract. If this contract is terminated by the City for cause, and it is later determined that the proper basis for a termination for cause did not exist, the termination shall be deemed to have been a termination for convenience and governed by the terms of this contract dealing with such termination. If the contract is terminated by the City for cause or convenience, such termination shall neither act as a waiver by the City of its right to require the Contractor to correct defects in the Work performed by the Contractor nor void any warranties applicable to the Work performed under the contract. The provisions of this Section 5 shall be included in all subcontracts. Page A-6 of 9 EXHIBIT A FORM OF AGREEMENT In the event of conflict between the termination provisions of this Section 8 and any other provision or the contract, this Section 5 shall prevail. 8. Performance by Sureties. In the event of any termination as herein before provided, City shall immediately give written notice thereof to Contractor and Contractor's sureties and the sureties shall have the right to take over and perform the Agreement, provided, however, that if the sureties, within five (5) working days after giving them said notice of termination, do not give the City written notice of their intention to take over the performance of the Agreement and do not commence performance thereof within five (5) working days after notice to the City of such election, City may take over the Work and prosecute the same to completion by contract or by any other method it may deem advisable, for the account, and at the expense, of Contractor, and the sureties shall be liable to City for any excess cost or damages occasioned City thereby; and, in such event, City may, without liability for so doing, take possession of and utilize in completing the Work such materials, appliances, plant, and other property belonging to Contractor as may be on the site of the Work and necessary therefore. Should Contractor contract in an individual capacity, the surety bond shall contain the following provision: “Should Contractor contract in the Contractor’s individual capacity, the death of the Contractor shall not relieve the surety of its obligations.” 9. Hold-Harmless Agreement and Contractor's Insurance. Contractor agrees to, and shall, hold City, its elective and appointive boards, officers, agents, and employees harmless from any liab ility for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Contractor's or any of Subcontractor's operations under this Agreement, whether such operations be by Contractor or by any Subcontractor or Subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for, Contractor or any Subcontractor or Subcontractors. Contractor agrees to, and shall, defend City and its elective and appointive boards, officers, agents, and employees from any suits or actions at law or in equity for damages caused, or alleged to have been caused, by reason of any of the aforesaid operations, provided as follows: (A) The City does not, and shall not, waive any rights against Contractor which it may have by reason of the aforesaid hold-harmless agreement, because of the acceptance by City, or the deposit with City by Contractor, of any of the insurance policies hereinafter described in Paragraph 15, “Insurance” hereof. (B) That the aforesaid hold-harmless agreement by Contractor shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered, by reason of any of the aforesaid operations of Contractor or any Subcontractor, regardless of whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. 10. Insurance. The Contractor shall take out and maintain during the life of this Agreement the following policies of insurance: (A) Workers' Compensation and Employers' Liability Insurance providing full statutory coverage. In signing this Agreement, the Contractor makes the following certification, required by Section 1861 of the California Labor Code: "I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and Page A-7 of 9 EXHIBIT A FORM OF AGREEMENT I will comply with such provisions before commencing the performance of the work of this contract". (B) Comprehensive General Liability Insurance. Public Liability Insurance (includes premises, elevator - if applicable, products, completed operations, personal injury and contractual): (1) Bodily Injury Liability: $ 500,000 each person $1,000,000 each occurrence (2) Property Damage Liability [includes XCU (explosion, collapse, and underground damage); water damage and broad form property damage or third party liability]: $ 500,000 per occurrence (C) Comprehensive Automobile Liability Insurance (includes owned, non-owned, and hired vehicles): (1) Bodily Injury Liability: $ 500,000 per person $1,000,000 each occurrence (2) Property Damage Liability: $ 500,000 each occurrence (D) It is agreed that the insurance required by Subsections B and C, in an aggregate amount of not less than ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000), shall be extended to include as additional insured the City of South San Francisco, its elective and appointive boards, commissions, officers, agents, employees, with respect to operations performed by the Contractor, as described herein. Evidence of this insurance described above shall be provided to City upon execution of this Agreement and shall be subject to approval of the City Attorney as to form, amount, and carrier. The policy of insurance shall also contain a provision indicating that such insurance shall not be reduced or cancelled except upon thirty (30) calendar days written notice to City. In addition, the following endorsement shall be made on said policy of insurance: "The following are named as additional insured on the above policies: The City of South San Francisco, its elective and appointive boards, officers, agents, and employees." "Notwithstanding any other provision in this policy, the insurance afforded hereunder to the City of South San Francisco shall be primary as to any other insurance or re -insurance covering or available to the City of South San Francisco, and such other insurance or reinsurance shall not be required to contribute to any liability or loss until and unless the approximate limit of liability afforded hereunder is exhausted." The above requirements that the City be named as additional insured, that the insurance shall be primary to any other, and that the insurance not be cancelled without notice, shall be provided in the form of an endorsement signed by an authorized representative of the insurance company providing coverage, who shall declare his or her authority to sign on behalf of the insurer. Page A-8 of 9 EXHIBIT A FORM OF AGREEMENT 11. Proof of Carriage of Insurance. Contractor shall furnish City through the Engineer, concurrently with the execution hereof, with satisfactory proof of carriage of the insurance required and that each carrier shall give City at least thirty (30) calendar days prior notice of the cancellation or change of any policy during the effective period of this contract. Further, if the Contractor’s insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self-insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self- insured retention required to be paid as a precondition to the insurer’s liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self -insured retention and also must disclose the deductible. 12. Provisions Cumulative. The provisions of this Agreement are cumulative, and in addition to and not in limitation of, any other rights or remedies available to City. 13. Notices. All notices shall be in writing and delivered in person or transmitted by certified mail, postage prepaid. Notices required to be given to City shall be addressed as follows: City Clerk City Hall, 400 Grand Avenue South San Francisco, California 94080 Notices required to be given to Contractor shall be addressed as follows: Notices required to be given sureties of Contractor shall be addressed as follows: Notices required to be given to the Escrow Agent of Contractor, if any, shall be addressed as follows: 14. Interpretation. As used herein, any gender includes each other gender, the singular includes the plural, and vice versa. IN WITNESS WHEREOF, two (2) identical counterparts of this Agreement, consisting of nine (9) pages (being pages A-1 through A 9), each of which counterparts shall for all purposes be deemed an original of said Agreement, have been duly executed by the parties hereinabove named, on the day and year first hereinabove written. Page A-9 of 9 EXHIBIT A FORM OF AGREEMENT ATTEST: CITY: City of South San Francisco, a municipal corporation By: City Clerk Mike Futrell, City Manager CONTRACTOR: ATTEST: By: (If Contractor is an individual, so state. If Contractor is a Corporation, a corporate seal or signatures of the President or Vice President and the Secretary Treasurer are required). EXHIBIT A FORM OF AGREEMENT ATTACHMENT A ESCROW AGREEMENT FOR SECURITY DEPOSITS IN LIEU OF RETENTION THIS ESCROW AGREEMENT is made and entered into by and between the City of South San Francisco whose address is 400 Grand Ave., P.O. Box 711, South San Francisco, CA 94083, hereinafter referred to as "City," and ,whose address is , hereinafter called “Contractor” and ,whose address is , hereinafter called “Escrow Agent.” For the consideration hereinafter set forth, the Owner, Contractor, and Escrow Agent agree as follows: 1. Pursuant to Section 22300 of the Public Contract Code of the State of California, Contractor has the option to deposit securities with Escrow Agent as a substitute for retention earnings required to be withheld by Owner pursuant to the Construction Contract entered into between the Owner and Contractor for in the amount of dollars ($ ) dated (hereinafter referred to as the “Contract”). Alternately, on written request of the Contractor, the Owner shall make payments of the retention earnings directly to the Escrow Agent. When the Contractor deposits the securities as a substitute for Contract earnings, the Escrow Agent shall notify the Owner within 10 working days of the deposit. The market value of the securities at the time of the substitution shall be at least equal to the cash amount then required to be withheld as retention under the terms of the Contract between the Owner and Contractor. Securities shall be held in the name of , and shall designate the Contractor as the beneficial owner. 2. The Owner shall make progress payments to the Contractor for those funds which otherwise would be withheld from progress payments pursuant to the Contract provisions, provided that the Escrow Agent holds securities in the form and amount specified above. 3. When the Owner makes payment of retentions earned directly to the Escrow Agent, the Escrow Agent shall hold them for the benefit of the Contractor until the time that the escrow created under this contract is terminated. The Contractor may direct the investment of the payments into securities. All terms and conditions of this agreement and the rights and responsibilities of the parties shall be equally applicable and binding when the Owner pays the Escrow Agent directly. 4. Contractor shall be responsible for paying all fees for the expenses incurred by Escrow Agent in administering the Escrow Account and all expenses of the Owner. These expenses and payment terms shall be determined by the Owner, Contractor, and Escrow Agent. 5. The interest earned on the securities or the money market accounts held in escrow and all interest earned on that interest shall be for the sole account of Contractor and shall be subject to withdrawal by Contractor at any time and from time to time without notice to the Owner. 6. Contractor shall have the right to withdraw all or any part of the principal in the Escrow Account only by written notice to Escrow Agent accompanied by written authorization from the Owner to the Escrow Agent that Owner consents to the withdrawal of the amount sought to be withdrawn by Contractor. 7. The Owner shall have a right to draw upon the securities in the event of default by the Contractor. Upon seven day’s written notice to the Escrow Agent from the Owner of the default, the Escrow Agent shall immediately convert the securities to cash and shall distribute the cash as instructed by the Owner. EXHIBIT A FORM OF AGREEMENT 8. Upon receipt of written notification from the Owner certifying that the Contract is final and complete, and that the Contractor has complied with all requirements and procedures applicable to the Contract, Escrow Agent shall release to Contractor all securities and interest on deposit less escrow fees and charges of the Escrow Account. The escrow shall be closed immediately upon disbursement of all moneys and securities on deposit and payments of fees and charges. 9. Escrow Agent shall rely on the written notifications from the Owner and the Contractor pursuant to Sections (5) to (8), inclusive, of this Agreement, and the Owner and Contractor shall hold Escrow Agent harmless from Escrow Agent’s release and disbursement of the securities and interest as set forth above. 10. The names of the persons who are authorized to give written notice or to receive written notice on behalf of the Owner and on behalf of Contractor in connection with the foregoing, and exemplars of their respective signatures are as follows: On behalf of Owner: On behalf of Contractor: Title Title Name Name Signature Signature Address Address On behalf of Escrow Agent: Title Name Signature Address At the time the Escrow Account is opened, the Owner and Contractor shall deliver to the Escrow Agent a fully executed counterpart of this Agreement. EXHIBIT A FORM OF AGREEMENT IN WITNESS WHEREOF, the parties have executed this Agreement by their proper officers on the date first set forth above. Owner: Contractor: Title Title Name Name Signature Signature Approved as to form: Attest: City Attorney Date City Clerk City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-907 Agenda Date:12/9/2020 Version:1 Item #:9b. Resolution approving and authorizing the City Manager to execute an Access and Permit Agreement between the City of South San Francisco and the San Mateo County Flood and Sea Level Rise Resiliency District for the Orange Memorial Park Storm Water Capture Project. WHEREAS,the City is undertaking the Orange Memorial Park Storm Water Capture Project (“Project”),the goal of which is to provide water quality improvements meeting National Pollutant Discharge Elimination System (NPDES)requirements pursuant to the San Francisco Bay Municipal Regional Stormwater Permit (Order R2-2009-0074,NPDES Permit No.CAS612008,October 14,2009),including reducing PCB and mercury discharge into the San Francisco Bay; and WHEREAS,the Project consists of constructing a diversion and treatment structure to capture and treat approximately sixteen (16)percent of the annual drainage from approximately 6,500 acres of land in the City of South San Francisco,Town of Colma,the City of Daly City,and a portion of unincorporated San Mateo County, into Colma Creek at the Project site; and WHEREAS,as a part of the Project construction,an instream diversion structure and overflow pipe will be installed and operated inside the Colma Creek flood control channel,located in the Colma Creek Flood Control Zone within Orange Memorial Park; and WHEREAS,said installation location in Colma Creek is within the right of way owned by the San Mateo County Flood and Sea Level Rise Resiliency District (“District”); and WHEREAS,in order for the City to install,operate and maintain the instream diversion structure and overflow pipe in its right of way,the District requires the City to execute,and has negotiated with the City,an Access and Permit Agreement, a copy of which is attached hereto as Exhibit A; and WHEREAS,the City previously provided proposed plans and specifications to the District for comments,and received comments from the District on September 30,2020,and the plans and specifications were finalized on October 15, 2020; and WHEREAS,the proposed Access and Permit Agreement would authorize the City to access the District’s right of way to construct,operate,maintain,and repair the Project facilities,and would set forth the terms and conditions relating to the District’s grant of such access. NOW, THEREFORE, the City Council of the City of South San Francisco does hereby resolve as follows: 1.The Recitals set forth above are true and correct,and are incorporated herein by reference. 2.The Access and Permit Agreement,attached hereto and incorporated herein as Exhibit ACity of South San Francisco Printed on 12/11/2020Page 1 of 2 powered by Legistar™ File #:20-907 Agenda Date:12/9/2020 Version:1 Item #:9b. 2.The Access and Permit Agreement,attached hereto and incorporated herein as Exhibit A (with illustration of the permit area identified under Exhibit A.1), is hereby approved. 3.The City Manager is hereby authorized to execute the agreement in Exhibit A,and to make minor revisions to the agreement,with review and approval by the City Attorney, which do not materially or substantially increase the City’s obligations thereunder;to sign all documents;to make all approvals and take all actions necessary or appropriate to carry out and implement the intent of this Resolution. ***** City of South San Francisco Printed on 12/11/2020Page 2 of 2 powered by Legistar™ ACCESS AND PERMIT AGREEMENT This ACCESS AND PERMIT AGREEMENT (this “Permit”) is made and entered into as of ______________, 2020 (the “Effective Date”), by and between the City of South San Francisco, a municipal corporation (the “City”), and San Mateo County Flood and Sea Level Rise Resiliency District, a California special district (“District”). RECITALS A.The District is the owner of certain real property within Colma Creek Flood Control Zone, including the right of way within the Colma Creek Flood Control Channel located in the incorporated limits of the City, as described more particularly on Exhibit A attached to this Agreement (the “Permit Area”). B.The City is undertaking the Orange Memorial Park Storm Water Capture Project (“Project”), which will provide water quality improvements meeting National Pollutant Discharge Elimination System (NPDES) requirements pursuant to the San Francisco Bay Municipal Regional Stormwater Permit (Order R2-2009-0074, NPDES Permit No. CAS612008, October 14, 2009), including reducing PCB and mercury discharge into the San Francisco Bay. The Project would capture and treat approximately sixteen (16) percent of the annual drainage from approximately 6,500 acres of land in the City of South San Francisco, Town of Colma, the City of Daly City, and a portion of unincorporated San Mateo County. C.As a part of the Project, the City needs to install an instream diversion structure and overflow pipe at the upper end of the Colma Creek Flood Control Channel (Channel) within Orange Memorial Park (“Facilities”). These Facilities are located within the District’s right of way in the Permit Area, and will be constructed as permanent fixtures. The City requires access to the Permit Area to construct, install, operate, maintain and repair the Facilities. D.The Project, including the construction, modification and removal of the Facilities, is subject to various federal, state and local regulatory oversight and the City has obtained regulatory approvals and permits that are necessary to commence Project construction, including permits from the California Department of Fish and Wildlife, California State Water Resources Control Board, the U.S. Army Corps of Engineers, and the California Department of Transportation. E.In 2019, the City submitted plans and designs of the Facilities to the San Mateo County Flood Control District, predecessor to the District. On October 15, 2020, the City provided detailed plans of the Facilities to the District for review, and the City agrees to construct the Facilities in accordance with such submitted plans and designs, the City’s standard engineering practices, and all applicable laws and regulations. F.To facilitate the construction of the Facilities and to complete the Project, the City desires to obtain the District’s permission to locate the Facilities in the Permit Area and to provide for the construction, operation, and maintenance activities and related purposes by City and its contractors, agents, and employees over the Permit Area, and District desires to grant such access and permit pursuant to the terms contained herein. EXHIBIT A 2 AGREEMENT NOW THEREFORE, in consideration of the promises set forth in this Permit and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and District agree as follows: 1. GRANT OF PERMIT. District grants to City a permit to access the Permit Area and to construct the Facilities within the Permit Area, and to operate, maintain and repair the Facilities within the Permit Area after it has been constructed (collectively, the “Permitted Use”), subject to the terms and conditions set forth in this Permit. This Permit gives City a license only, and nothing in this Permit shall be construed as granting or creating any additional rights pursuant to any federal, state or local laws. Upon the Commencement Date of this Permit, the use and enjoyment of the Permit Area by City shall be governed by and subject to the terms and conditions of this Permit. 2. RIGHTS OF EGRESS AND INGRESS. City shall have the non-exclusive rights of ingress and egress across District property to conduct the Permitted Use under this Permit, provided that such ingress and egress activity shall not impede or interfere unduly with District’s operations and use of District property, and which ingress and egress activity may be suspended by District if: (a) District provides written notice of such impediment or interference to City, and (b) such impediment or interference continues for seven (7) days after notice has been received by City. 3. GRANT OF OTHER EASEMENTS, LICENSES, CONVEYANCES, ENCUMBRANCES. District reserves the right to grant easements or crossings in, over, upon, and under the Permit Area, and nothing herein contained shall be construed as limiting the powers of District to lease, convey, or otherwise transfer or encumber during the term of this Permit the lands described in this Permit for any purposes whatsoever, provided that such lease, conveyance, transfer or encumbrance do not impede or interfere with the Facilities’ location, structural integrity or operation, or with the City’s ability to carry out the Permitted Use within the Permit Area. 4. TERMINATION. a. This Permit shall continue in full force and effect unless: i. The Facilities become obsolete and no longer serves the Project’s purpose, as determined by the City Engineer. In that event, City shall provide the District with sixty (60) days’ advance notice of the proposed termination. ii. The Permitted Use or the Facilities impede or interfere unduly with District’s operations or use of District property, and such impediment or interference continues for thirty (30) days after notice of such impediment or interference by District. b. Upon termination of this Permit, City and District will meet and confer regarding whether the Facilities are to be sealed and abandoned in place, or to be removed and the steps to facilitate such removal. If after meeting and conferring the Parties are unable to reach an agreement regarding abandonment or removal of the Facilities, City shall remove all Facilities, as well as any equipment and other improvements in the Permit Area, and shall cause the Permit Area 3 to be in the same condition as when received, provided that City shall not be responsible for damages by fire, earthquake, other natural disasters, act of God, or circumstances beyond its control and that cannot be reasonably anticipated or mitigated. c. Notwithstanding the foregoing, District may also terminate the Permit upon the occurrence of an Event of Default (as defined below in Section 11) for which the City fails to provide a timely cure or to initiate cure as provided in Section 11. 5. PERMITTED USE. City shall use the Permit Area for the Permitted Use and for no other purpose. a. No Exclusivity. City acknowledges and agrees that City has no exclusive rights under this Permit except as provided herein. b. Prohibited Activities. Without limiting any other provision of this Permit, City shall not without the prior written consent of District: (a) cause or permit anything to be done, in or about the Permit Area, or bring or keep anything thereon which might (i) create a nuisance as defined under applicable laws; (ii) in any way obstruct or interfere with District’s rights or third- party rights on District properties; (b) commit or suffer to be committed any waste upon the Permit Area; or (c) use, or allow the Permit Area to be used, for any illegal purpose in violation of applicable laws. c. Inspection. District may cause the Permit Area and City’s Permitted Use to be inspected at any time to ensure compliance with this Permit including that the Facilities are constructed in accordance with the approved plans and designs dated October 15, 2020. Moreover, City agrees to share with District, upon written request by District, all data collected by the Facilities installed pursuant to this Permit. 6. NO ASSIGNMENT. City shall not assign, encumber, or otherwise transfer (“Transfer”), whether voluntary or involuntary or by operation of law, the Permit Area, this Permit, or any right hereunder, without District’s prior written consent, which consent may be granted or denied in District’s sole and absolute discretion. District’s consent to one Transfer shall not be deemed a consent to subsequent Transfers. Any Transfer made without District’s consent shall constitute a default hereunder and shall be voidable at District’s election. 7. COMPLIANCE WITH LAWS. a. General Obligation. At all times, City shall cause the Permit Area and the Permitted Use to comply with all present and future applicable federal, state and local laws, rules, regulations, and ordinances, as the same may be amended from time to time, whether foreseen or unforeseen, ordinary as well as extraordinary. b. California Environmental Quality Act. City agrees that for purposes of the California Environmental Quality Act, Public Resources Code Section 21000, et seq. (“CEQA”), and the CEQA Guidelines, 14 Cal. Code Regs. Section 15000, et seq., City is the “Lead Agency” for the Project and will comply with all CEQA requirements before installing the Facilities pursuant to this Permit. 4 8. WAIVER; INSURANCE; INDEMNITY. a. Waiver. City, on behalf of itself and its successors and assigns, waives its rights to recover from and forever releases and discharges District and its employees, officers, board members, agents, and representatives, and assigns, from any and all losses liabilities, judgments, suits, claims, damages, costs, and expenses (including reasonable attorneys’ fees, investigation costs, remediation costs, and court costs), of any kind or nature (“Losses”) whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with: (a) the Permitted Use; (b) the physical and environmental condition of the Permit Area; (c) the City’s performance of its obligations under this Permit; (d) any damage suffered or sustained by City or any person whosoever may at any time in connection with the Permitted Use; and (e) any act or omission (whether negligent, non-negligent, or otherwise) of City with respect to the Permitted Use or the Facilities, whether or not such Losses are caused in part by an act, or omission of District or its employees, officers, board members, agents, and representatives, except to the extent such Losses are caused by the sole negligence or willful misconduct of District and/or its employees, officers, board members, agents, and representatives. In connection with the foregoing waiver, City expressly waives the benefits of California Civil Code Section 1542, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. b. Indemnity. In addition to, and not in limitation of the foregoing, City shall forever indemnify, defend, hold, and save District and/or its employees, officers, board members, agents, and representatives free and harmless of, from, and against any and all Losses caused in whole or in part by (a) any act or omission of City with respect to the Permitted Use, (b) City’s operations on the Permit Area whether or not Losses are caused in part by any act or omission of District or its employees, officers, board members, agents, and representatives or (c) any default by City hereunder. The foregoing indemnity shall not extend to any Loss caused by the sole negligence or willful misconduct of District. The rights and obligations in this indemnity provision shall survive the life of this Permit. c. Insurance. City shall procure and maintain the following insurance, or be self-insured pursuant to California Government Code, as follows: (i) Commercial General Liability Insurance with limits not less than $1,000,000 each occurrence Combined Single Limit for Bodily Injury and Property Damage. (ii) Workers Compensation Insurance with Employer’s Liability limits not less than $1,000,000 each accident, together with adequate provision for Social Security and Unemployment Compensation. 5 (iii) Business Automobile Liability Insurance with limits not less than $1,000,000 each occurrence Combined Single Limit for Bodily Injury and Property Damage, including owned, non-owned and hired automobile coverages, as applicable. (iv) Property Insurance on improvements, fixtures, and equipment insuring against the perils of fire, lightning, extended coverage perils, vandalism, and malicious mischief in the Permit Area in an amount equal to the full replacement value of tenant improvements, fixtures, and equipment. (v) As to all above required insurance policies, District shall be named as an additionally-insured and City shall provide proof of such insurance upon request by District. Moreover, notwithstanding anything to the contrary herein, City waives any right of recovery against District for any loss or damage to the extent the same is covered by City’s insurance. City shall obtain from its insurer, if possible, a waiver of subrogation the insurer may have against District in connection with any Loss covered by City’s property insurance policy. 9. FACILITIES; ALTERATIONS AND IMPROVEMENTS. a. Facilities. The City agrees to construct the Facilities in accordance with plans and designs submitted to the District on October 15, 2020, the City’s standard engineering practices, and all applicable laws and regulations. b. Improvements. In addition to construction of the Facilities and subject to the provisions of Section 9.c below, City at its own expense may construct, place, install or erect on the Permit Area any improvements, make any alterations, additions, or improvements thereto, and install all fixtures and equipment therein related to the Permitted Use (collectively “Alterations”). Additionally, with the prior written consent of District, City at its own expense may construct, place, or erect on the Permit Area City’s trade fixtures, specialty equipment, furnishings, finishes, or other necessary improvements to Permit Area and thereafter, to alter, modify, or enlarge the same. c. District’s Approval Rights with Respect to Alterations. City shall not make or suffer to be made any Alterations without District’s prior written consent. City shall cause all such Alterations to be performed in a workmanlike manner and in compliance with the City’s standard engineering practices and all applicable laws. After receiving District’s written consent to any Alterations, prior to the construction of such Alterations, City shall submit detailed plans and specifications to the District for approval, whose approval shall not be unreasonably withheld, and shall require all contractors and their subcontractors constructing/effecting such Alterations to maintain evidence of insurance meeting the requirements of Section 8(c) above, as well as all licensing and bonding as required by applicable laws. District agrees to act within thirty (30) days upon receipt of such plans and specifications and upon requests for approval of Alterations in said plans or specifications. If the District does not take any action or notify City of any comments or revisions to such plans and specifications, the District shall be deemed to have approved the proposed Alterations. d. Notice and Permits. City shall give written notice to District not less than seven (7) days prior to the commencement of any Alterations work. City shall obtain and pay all 6 fees for all permits required for Alterations, and shall furnish copies of all such permits to District prior to the commencement of any work. d. Exercise of Due Care. City shall use due care at all times to avoid any direct or indirect damage or harm to District’s property within the Permit Area. e. Restoration of Permit Area. Any damage to existing concrete channel, walls and banks, box culverts, pavement, underground facilities, or other improvements belonging to District resulting from the City carrying out the Permitted Use shall be repaired to the satisfaction of District by City at City’s expense. City shall promptly backfill any trench made by it on the Permit Area so as to leave the surface of the ground as nearly normal as practical, and restore pavement and landscaping to its original condition. Immediately following completion of any work permitted hereunder, City shall remove all debris and any excess dirt and restore the Permit Area to its condition immediately prior to City’s use hereunder, to the satisfaction of District. If applicable, City shall restore excavated areas with new vegetation (including irrigation and maintenance until established) and erosion control netting, all as requested by District. f. Installation of Above-Ground Markers. City shall install above-ground markers identifying the location of any underground Alterations installed pursuant to this Permit. g. As-Built Drawings. Promptly upon completion of the installation of the Facilities and/or Alterations, City shall furnish District with as-built drawings and other documentation requested by the District depicting the improvements. In the event that Permittee or its agents or consultants prepares any environmental, seismic, geophysical, or other written report relating to the Permit Area and/or any work performed thereon, City shall furnish to District a complete copy of such report, including any schedules, exhibits and maps, promptly upon completion of the same. 10. MAINTENANCE. a. As-Is Condition. City specifically acknowledges and agrees that District is permitting the Permit Area to City on an “As Is With All Faults” basis and that City is not relying on any representations or warranties of any kind whatsoever, express or implied, from District as to any matters concerning the Permit Area, including: (i) the quality, nature, adequacy, and physical condition and aspects of the Permit Area including landscaping, (ii) the quality, nature, adequacy, and physical condition of soils, geology, and any groundwater, (iii) the existence, quality, nature, adequacy, and physical condition of utilities serving the Premises, (iv) the development potential of the Permit Area, and the Permit Area’s use, habitability, merchantability, or fitness, suitability, value, or adequacy of the Premises for any particular purpose, (v) the zoning or other legal status of the Permit Area or any other public or private restrictions on use of the Permit Area, (vi) the compliance of the Permit Area or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions, and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence of hazardous materials on, under, or about the Permit Area or the adjoining or neighboring property, (viii) the quality of any labor and materials used in any improvements on the real property, (ix) the condition of title to the Permit Area, and (x) any agreements affecting the Permit Area. 7 b. City’s Maintenance Obligations. City, at all times and at City’s sole cost and expense, agrees to maintain the Facilities authorized to be installed by this Permit and all other Alterations in good order and repair, to inspect the equipment as necessary, including after every storm event, and to repair and replace the equipment and/or other Alterations as necessary. 11. DEFAULT; REMEDIES a. Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Permit and an “Event of Default” hereunder: i. City Transfers the Permit without the prior approval of the District; or ii. City abandons, deserts, or vacates the Permit Area and/or the Facilities installed pursuant to this Permit or other Alternations other than as provided in Section 4 above and such abandonment continues for a period of more than thirty (30) days from written notice of such failure by District; or iii. A lien has been filed against the Permit Area as a result of an act or omission of City, and has not be discharged or contested by City in good faith by proper legal proceedings within twenty (20) days after receipt of notice of such lien by City; or iv. City fails to obtain and maintain the insurance required under this Permit or provide copies of the policies or certificates to District as required and such failure continues for a period of more than thirty (30) days from written notice of such failure by District; or v. City fails to keep, perform, and observe each and every other promise, covenant, and agreement set forth in this Permit, and such failure continues for a period of more than thirty (30) days from written notice of such failure by District. b. Remedies. Upon the occurrence and during the continuance of an Event of Default and expiration of the applicable cure periods, District shall have, in addition to all other rights and remedy available to it under the law, the following remedies: i. The right to terminate this Permit; ii. For any failure to keep, perform, and observe each and every other promise, covenant, and agreement set forth in this Permit that continues for a period of more than thirty (30) days from notice of such failure by District as set forth above in Section 11(a)(v), District may, without any obligation to do so, perform any necessary repairs and/or correct failures at City’s expense, which expense City shall pay to District within thirty (30) days upon demand by District. iii. Nothing in this Paragraph 11.b shall be deemed to limit the Parties’ right to terminate this Permit as provided above in Section 4 [TERMINATION]. 8 12. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 13. NOTICES. All notices and demands which either party is required or desires to give to the other shall be given in writing by certified mail, return receipt requested with appropriate postage paid, by personal delivery, by facsimile or by private overnight courier service to the address or facsimile number set forth below for the respective party, provided that if any party gives notice of a change of name or address or number, notices to that party shall thereafter be given as demanded in that notice. All notices and demands so given shall be effective upon receipt by the party to whom notice or demand is being given, except that any notice given by certified mail shall be deemed delivered three (3) days after deposit in the United States mail. If to District: San Mateo County Flood and Sea Level Rise Resiliency District 1700 S. El Camino Real, Suite 502 San Mateo, CA 94402 Attn: Len Materman, Chief Executive Officer If to the City: City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attn: Eunejune Kim, Public Works Director 14. SEVERABILITY. Each provision of this Permit is intended to be severable. If any term of provision shall be determined by a court of competent jurisdiction to be illegal or invalid for any reason whatsoever, such provision shall be severed from this Permit and shall not affect the validity of the remainder of this Permit. 15. COUNTERPARTS. This Permit may be executed in counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument. 16. ENTIRE AGREEMENT. This Permit constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes all prior understandings or agreements. 17. NO IMPLIED WAIVER. No failure by either party to insist upon the strict performance of any obligation of the other party under this Permit or to exercise any right, power, or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or of such term, covenant or condition. No express written waiver of any default or the performance of any provision hereof shall affect any other default or performance, or cover any other period of time, other than the default, performance or period of time specified in such express waiver. 18. AMENDMENTS. Except as specifically provided herein, neither this Permit nor any term or provisions hereof may be changed, waived, discharged, or terminated, except by a written instrument signed by both parties. 9 19. MUTUAL NEGOTIATION. This Permit has been the subject of negotiations by the parties, and this Permit will not be construed for or against any party merely because of such party’s involvement in its initial preparation and negotiation. [Signature Pages Follow] Signature Page IN WITNESS WHEREOF the parties have executed this Agreement as of the Effective Date written above. THE CITY: CITY OF SOUTH SAN FRANCISCO, a municipal corporation By: Mike Futrell City Manager [Signature Page Continues] Signature Page THE DISTRICT: SAN MATEO COUNTY FLOOD AND SEA LEVEL RISE RESILIENCY DISTRICT By: Len Materman Chief Executive Officer Signature Page EXHIBIT A Permit Area The Permit Area encompasses the entire Colma Creek Right-of-Way within the City of South San Francisco’s Orange Memorial Park between the eastern property line of the Peninsula Pines parcel and the West Orange Avenue right-of-way, and an approximate 130-feet long by 50-feet wide area immediately east of the West Orange Avenue bridge that includes the existing maintenance access ramp down to the creek. The total area is 1.60 acres and measures 50-feet wide by an approximate average length of 1,394 feet. 3635417.2 ELELICVICV WM ICV WT VLTGBFPBFPWTR BFP BFP WTRW ICVICVICVICVICVAWTBFP BFP BFP ICV ICV B F P WMICV MM COLMA CREEK W ORANGE AVE(E)RECREATION FIELDS (E)BLDG MEMORIAL D R CENTENNI A L W A Y T R A I L (E)PICNIC AREA CENTENNIAL WAY DOG PARK ORANGE AVE(E) BALL FIELDS (E)BOCCE BALL COURTS (E)RECREATION BLDG SISTER CIT I E S P A R K MYRTLE AVE N CANAL ST COLMA CR E E K EXHIBIT A.1 ORANGE MEMORIAL PARK STORM WATER CAPTURE PROJECT DRAWING NUMBER: DRAWN BY: DATE:SCALE: CHECKED BY:EX-A©Lotus Water. PENINSULA PINES PARCEL LEGEND City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-929 Agenda Date:12/9/2020 Version:1 Item #:10. Report regarding a resolution authorizing the City Manager to execute a consulting services contract amendment with Akel Engineering Group,Inc.of Fresno California for the Sewer Master Plan (ss1801)for $293,692 and authorizing Budget Amendment 21.028 to add $225,000 for a total project budget of $725,000. (Jason Hallare, Senior Civil Engineer) RECOMMENDATION It is recommended that the City Council adopt a resolution authorizing the City Manager to execute a consulting services contract amendment with Akel Engineering Group,Inc.of Fresno California for the Sewer Master Plan (ss1801)for $293,692 and authorizing Budget Amendment 21.028 to add $225,000 for a total project budget of $725,000. BACKGROUND/DISCUSSION A Sewer Master Plan (SMP)is an essential planning tool that enables a public agency to evaluate its sanitary sewer system,identify deficiencies that can cause overflows,specify preventive maintenance practices,and develop a list of repair and replacement projects.These projects,and their approximate costs,can then be incorporated into future capital improvement programs (CIPs).The City of South San Francisco (City)prepared a Sewer Master Plan for the East of 101 area,and is currently in the process of preparing a Citywide Sewer Master Plan (ss1801)to include the West of 101 area.Akel Engineering Group,Inc.(Consultant)is the current design consultant for the City.Akel Engineering prepared the East of 101 Sewer Master Plan and is working on the Citywide Sewer Master Plan. As the study of the West of 101 sewer system nears completion,inflow and infiltration (I&I)is identified as the largest contributor to capacity issues among the sewer conveyance system and the Water Quality Control Plant (WQCP).I&I increases the sewer flows on the sewer conveyance system during storms as storm water inadvertently enters the sewer system.A visual depiction is provided in Attachment 1.The added scope for the current project is to monitor the West of 101 sewer basins to determine which basins are the largest contributors to I&I introduced to the system.With this information,the City will determine future CIP projects that will be the most cost effective at reducing the Citywide I&I.A diagram of the existing system monitored for the citywide study is provided in Attachment 2.This additional study will provide additional monitoring locations in order to focus I&I reduction efforts. The benefits of reducing I&I compound.The sewer model developed for the Sewer Master Plan has identified sewer mains and WQCP systems that require capacity upsizing to prevent flooding issues during major rainstorms.These capacity projects range from approximately $99.5M for the West of 101 conveyance system and approximately $20.3M for the East of 101 conveyance system.While the WQCP capacity improvements have not been estimated,the current headworks capacity cannot physically accommodate the peak flow from a design storm due to I&I.By reducing the I&I,many of these capacity upsizing projects will not be required and sewer funds can be utilized on further rehabilitation of the City’s sewer infrastructure,which in turn further reduces I&I. City of South San Francisco Printed on 4/12/2021Page 1 of 3 powered by Legistar™ File #:20-929 Agenda Date:12/9/2020 Version:1 Item #:10. The staff has worked with the Consultant to identify the added scope of sewer basin I&I flow monitoring and determined that the proposed added scope will be an appropriate and effective use of funds to inform future sewer infrastructure projects.This effort will monitor the sewer system during the rainy season (January- March),update the Citywide Sewer Master Plan study with I&I project lists and costs,and provide a Technical Memorandum by October 2021.The proposed scope increase is included in the attached resolution as part of the proposed contract amendment under Exhibit C. FISCAL IMPACT The Citywide Sewer Master Plan study was previously authorized for a total project design budget of $428,632 with the consultant services having a budget of $409,996. The Consultant’s contract had an initial not-to-exceed amount of $372,724 as executed in 2018.On June 30, 2020,the City amended the Consultant’s contract via a change order in the amount of $29,386 bringing the contract to the current not-to-exceed amount of $402,110. The added I&I scope is proposed as $266,993. The project requires an additional $225,000 of CIP funding budget from the Sewer Enterprise Fund to have sufficient funds to cover the additional costs of the I&I study.Staff is requesting that a contingency be included in the budget to cover costs that may result from unforeseen complications during the flow study.The Finance Department has designated Budget Amendment 21.028 for this.No compensation beyond the new Consultant’s contract not-to-exceed amount of $699,103 will be authorized without a mutually agreed upon level of effort and corresponding contract amendment. The following details the project budget: Current Consultant Services Budget $ 409,996 Current Engineering Administration Budget $ 18,636 + Additional I&I Flow Monitoring Scope $ 266,993 + Additional Design Contingency (10%)$ 26,699 Total Project Design Budget $ 722,324 Current Total Project Funding Budget $ 500,000 + Requested Project Funding Increase $ 225,000 Proposed Total Project Funding Budget $ 725,000 RELATIONSHIP TO STRATEGIC PLAN The proposed engineering service agreements are consistent with the City’s Strategic Plan initiative of Quality of Life by helping to provide safe and well-designed infrastructure. CONCLUSION Staff recommends the City Council adopt a resolution authorizing the City Manager to execute a consulting services contract amendment with Akel Engineering Group,Inc.of Fresno California for the Sewer Master Plan (ss1801)for $293,692 and authorizing a Budget Amendment 21.028 to add $225,000 for a total project budget of $725,000. City of South San Francisco Printed on 4/12/2021Page 2 of 3 powered by Legistar™ File #:20-929 Agenda Date:12/9/2020 Version:1 Item #:10. Attachments: 1.Monthly Flows West of 101 2.SMP Sewer Basin Map 3.Presentation City of South San Francisco Printed on 4/12/2021Page 3 of 3 powered by Legistar™ Note:Monthly flows shown exclude San Bruno flows 3.31 3.31 3.31 3.31 3.31 3.31 3.31 3.31 3.31 3.31 3.31 3.31 5.40 4.92 1.73 0.87 11.90 8.61 3.78 2.72 0.00 0.10 0.00 0.00 0.22 0.33 2.91 0.12 0.00 5.00 10.00 15.00 20.00 25.00 30.00 35.00 40.000.00 2.00 4.00 6.00 8.00 10.00 12.00 14.00 16.00 Jan-18Feb-18Mar-18Apr-18May-18Jun-18Jul-18Aug-18Sep-18Oct-18Nov-18Dec-18Precipitation (inches)West of 101 Monthly Flows (mgd)November 16, 2020 Monthly Rainfall LEGEND PRELIMINARY Average Dry Weather Flow (West of 101) Monthly Rainfall Estimated Infiltration and Inflow Impact of Infiltration and Inflow from West of 101 1. Impact on Pipelines and Pump Stations. During January-February 2018, monthly flows were 2.5 times higher than the average flows, and due to Infiltration and inflows resulting from rainfall. This requires the costly capacity upsizing the sewer collection system pipelines and pump stations. 2. Impact on WQCP: During January-April 2018, the I/I flows were estimated at 384 millions gallons. This requires costly capacity upsizing and costly treatment at the WQCP, with land constraints making capacity expansions very challenging. 8.71 8.23 5.04 4.18 ATTACHMENT 1 MONTHLY FLOWS WEST OF 101 ³±È6"##"ıÈ6"##"ı!C!C!C!C!C!C!C!C!C!C!CWQCP£¤101£¤101§¨¦380§¨¦280M ission RdHillside BlvdLawndale BlvdEvergreen AveHickey BlvdUV82Mission RdChestnut AveWestborough BlvdAltura WySouthcliff Ave1St St2Nd StW Orange AveS Canal StLinden AveMaple AveSpruce AveMagnolia AveOrange AveEucalyptus AveForest View DrHolly AveGardenside AveDel Monte AveN e w m a n D r Clay AveValencia DrAvalon DrCountry Club DrAlta Vista DrNorthwood DrHazelwood DrWildwood DrUV82San Mateo AveSan Mateo AveTanforan AveSneath LnE Grand AveAirportBlvdJunipero Serra B lvd362836Site 524/333324/3327282827/2727/2727272 4 24242 4 24241824242424211818181815181818181818188/181818/188/18/1815/1815/1816151515151515151515151515151581514121212121212121 2 88810101012121212121212121 0 121 2 101010101 010 10101010Cuesta Dr108888888 8 88/8888888888888 8888888886686866888ÈÈ ÈÈÈÈÈÈ ÈÈÈÈÈÈÈÈÈ ÈÈÈÈÈÈÈÈÈÈ È È È È È 8ÈÈÈ È ÈÈ ÈÈÈÈÈÈÈ 66886/8Basin 6Basin 3Basin 912818Basin 1Basin 4Basin 6Basin 11Basin 5Basin 7Basin 2Basin 8Basin 10Site 9Site 8Site 6Site 4Site 3Site 2Site 1Site 10Site 11San Bruno Meter 7City-Wide Sewer SystemMaster PlanCity of South San FranciscoLegendÈ6"##"ıLift Stations!CFlow Monitor LocationsSSF West PipesSSF East PipesFlow Monitoring BasinsBasin 1Basin 2Basin 3Basin 4Basin 5Basin 6Basin 7Basin 8Basin 9Basin 10Basin 11ParcelsStreet CenterlinesFile Path: P:\xGIS\GIS_Projects\SSF\180201-CityWide SSMP\SSF_Fig6-2_FlowMonitoring_110119.mxd5GISUpdated: November 1, 201900.250.50.125MilePRELIMINARYArea(acres)Basin 1 615Basin 2 603Basin 346Basin 489Basin 5 352Basin 6 751Basin 773Basin 875Basin 947Basin 10 106Basin 11 422Total 3,180Flow Monitoring BasinPreliminaryATTACHMENT 2SMP SEWER BASIN MAP CITYWIDE SEWER MASTER PLAN I&I FLOW MONITORING SCOPE DECEMBER 9, 2020 Citywide Sewer Master Plan •Citywide Sewer Master Plan Background •Inflow & Infiltration Issues •Flow Monitoring Scope •Project Budget & Schedule •Questions 2 Agenda Citywide Sewer Master Plan 3 East of 101 Sewer Study Citywide Sewer Master Plan 4 West of 101 Sewer Performance Citywide Sewer Master Plan Inflow & Infiltration 5 Citywide Sewer Master Plan 6 West of 101 Sewer Basins Citywide Sewer Master Plan FUNDING SOURCE PRIOR APPROPRIATIONS REQUESTED APPROPRIATIONS TOTAL PROJECT BUDGET Sewer Enterprise Fund $500,000 $225,000 $725,000 CIP Funding Sources Project Budget and Schedule Project Budget PROJECT ITEM BUDGET Current Consultant Services $ 409,996 Current Engineering Administration $ 18,636 Additional I&I Flow Monitoring $ 266,993 Additional Design Contingency $ 26,699 Total Project Budget $ 722,324 PROJECT TASK TIMELINE Sewer Master Plan Jan 2021 Capacity Fee Study Mar 2021 I&I Study Oct 2021 Amend SMP Nov 2021 Approx Project Delivery Nov 2021 Project Schedule 7 Citywide Sewer Master Plan QUESTIONS? 8 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-930 Agenda Date:12/9/2020 Version:1 Item #:10a. Resolution authorizing the City Manager to execute a consulting services contract amendment with Akel Engineering Group,Inc.of Fresno California for the Sewer Master Plan (ss1801)for $293,692 and authorizing Budget Amendment 21.028 to add $225,000 for a total project budget of $725,000. WHEREAS,the City of South San Francisco (City)prepared a Sewer Master Plan for the East of 101 area,and is currently preparing a Citywide Sewer Master Plan (ss1801) to include the West of 101 area; and WHEREAS,Akel Engineering Group,Inc.(Consultant)is the current design consultant for the City that prepared the East of 101 Sewer Master Plan and working on the Citywide Sewer Master Plan; and WHEREAS,the Citywide Sewer Master Plan study was previously authorized for a total project design budget of $428,632 with budget allocated to the Consultant being $409,996; and WHEREAS,the City and Consultant executed a Consulting Services Agreement in 2018 for an initial not-to- exceed amount of $372,724, a copy of which is attached hereto and incorporated herein as Exhibit A; and WHEREAS,on June 30,2020,the City and Consultant amended the contract amount by executing a change order in the amount of $29,386,bringing the total contract amount to $402,110,and a copy of the change order is attached hereto and incorporated herein as Exhibit B; and WHEREAS,staff recommends additional scope for the current project to monitor the West of 101 sewer basins to determine which basins are the largest contributors to inflow &infiltration introduced to the sewer system; and WHEREAS,the proposed scope increase for the Consultant’s contract is $266,993,and a contract amendment is attached hereto as Exhibit C; and WHEREAS,staff is requesting that a 10%contingency ($26,699)be included in the budget to cover costs that may result from unforeseen complications during the flow monitoring study; and WHEREAS,the total increase for the budget allocated to Consultant services will be $293,692 and the total budget allocated to pay for Consultant services will be $703,688; and WHEREAS,no compensation beyond the new not-to-exceed amount of $699,103 will be authorized without a City of South San Francisco Printed on 4/12/2021Page 1 of 2 powered by Legistar™ File #:20-930 Agenda Date:12/9/2020 Version:1 Item #:10a. WHEREAS,no compensation beyond the new not-to-exceed amount of $699,103 will be authorized without a mutually agreed upon level of effort and corresponding contract amendment; and WHEREAS,the project needs an additional $225,000 of Capital improvement Program Budget funding from the Sewer Enterprise Fund to have sufficient funding to cover the additional costs for a total project budget of $725,000. NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of South San Francisco,that the City Council hereby approves an amendment to the consulting services agreement,attached herewith as Exhibit C, of the Citywide Sewer Master Plan study for an additional $266,993 for flow monitoring. BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute the amendment in substantially the same form as Exhibit C,and any other related documents on behalf of the City upon timely submission by Akel Engineering Group,Inc.signed amendment and all other documents,subject to approval by the City Attorney. BE IT FURTHER RESOLVED that the City Council approves Budget Amendment 21.028 which would amend the Fiscal Year 2020/21 Capital Improvement Program adding an allocation of $225,000 from the Sewer Enterprise Fund to the Citywide Sewer Master Plan (ss1801) for a total project budget of $725,000. ***** City of South San Francisco Printed on 4/12/2021Page 2 of 2 powered by Legistar™ EXHIBIT A - ORIGINAL CONTRACT To: Akel Engineering You are hereby directed to make the herein described changes from the plans and specification s or do the following described work not included not included in the plans and specifications on this contract. NOTE: This change order is not effective until approved by Eunejune Kim, Director of Public Works Change requested by Jason Hallare, PE THIS CHANGE ORDER PROVIDES FOR: Additional scope for Mission/Lawndale Colma analysis, LS-11 evaluation and calibration, WQCP headworks evaluation. Original Contract Sum $372,724.00 Net Change on Previous Authorized CCO $0.00 Contract Sum Prior to this CCO $372,724.00 Contract Change Order No. 01 $29,386.00 New Contract Sum, Including this CCO $402,110.00 Submitted by: __________________________________________ Date: __________________ Jason Hallare, Project Manager Approved by: __________________________________________ Date: __________________ Eunejune Kim, Director of Public Works We, the undersigned contractor, have given careful consideration to the change proposed and hereby agreed, if this proposal is approved that we will provide all equipment, furnish all materials, except as may otherwise by noted above, and perform all services necessary for the work above specified, and will accept as full payment therefore the prices shown above. Signature: _______________________________________________ Date: __________________ Tony Akel, Project Manager If the contractor does not sign acceptance of this change order, his attention is directed to the requirements of the specifications as to proceeding with the ordered work and filing a written protest within the time therein specified. Digitally signed by Jason Hallare Date: 2020.06.30 13:23:41-07'00' Digitally signed by Tony Akel Date: 2020.07.01 08:32:09 -07'00' Bockhaus, Dave Digitally signed by Bockhaus, Dave Date: 2020.11.19 09:03:39 -08'00' EXHIBIT B - CHANGE ORDER 1 SOUTH SAN FRANCISCO Project: Sanitary Sewer Master plan CITY PROJECT NO. ss1801 CONTRACT CHANGE ORDER (CCO) NO. 01 City of South San Francisco Project Log Sheet Estimated Fee (June 26, 2020) Hours Costs Task No.Task Description Scope of Work PrincipalSenior EngineerAssociate EngineerAssistant EngineerEngineering AssistantGIS TechnicianSecretarialLabor Costs Other Total Cost Status $185 $166 $148 $112 $101 $76 $80 1 Mission and Lawndale - Colma Capacity Analysis This analysis was an expedited study to assist the City of Colma in their review of impacts to the South San Francisco sewer trunk system. This included a review of flows, developing hydraulic profiles, and coordinating Colma and South San Francisco staff. Overall, ten hydraulic profiles were provided covering two different locations for 4 conditions each. 2 12 20 15 4 8 $8,014 $8,014 Completed February 2019 2 Lift Station Capacity Evaluation and Calibration Review Scope of Task: Task 1: This updated evaluation consisted of five separate scenario reviews. As an additional step, we reviewed the pump stations specifically for wet weather and dry weather conditions, attempting to limit improvements necessary at the site, though this is best evaluated during design. Task 2: Provide cost recommendations for each of the five scenarios accounting for a blend of site improvements (including some mechanical, electrical, and potential structural components). This also included revisiting the calibration to validate the results. Task 3: Conduct multiple teleconferences to evaluate the results and document the improvement alternatives in the Master Plan text. 8 12 30 10 2 12 $10,146 $10,146 Completed May 2020 3 Initiated June 2020 3.1 Document Flows to WQCP This task consists of documenting the flows to the WQCP from the varying agencies. This will include Peak Dry and Peak Wet Weather Flows. 1 2 4 8 5 $2,118 $2,118 Initiated June 2020 3.2 Headworks Capacity Analysis This tasks consists of evaluating the headworks pumping capacity and any available storage for influent flows. A capacity analysis will be completed to document potential deficiencies at the WQCP. 1 8 12 8 3 8 $4,370 $4,370 Initiated June 2020 3.3 Document Proposed Improvements City staff have indicated that storage is no longer feasible at the WQCP. Accordingly, this task will evaluate other alternatives for potential detention storage during wet weather events, and evaluate the feasibility of reducing stress on the plant headworks. 2 10 15 6 8 $4,738 $4,738 Initiated June 2020 Total 14 44 81 47 9 41 0 $29,386 $0 $29,386 WQCP Headworks Evaluation PRELIMINARY 1st AMENDMENT TO THE CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND AKEL ENGINEERING GROUP, INC. THIS FIRST AMENDMENT TO THE CONSULTING SERVICES AGREEMENT is made at South San Francisco, California, as of _________, 2020 by and between THE CITY OF SOUTH SAN FRANCISCO (“City”), a municipal corporation, and AKEL ENGINEERING GROUP, INC. (“Contractor”), (collectively referred together as the “Parties”) who agree as follows: RECITALS A. On January 24, 2018, City and Contractor entered that certain CONSULTING SERVICES AGREEMENT (“Agreement”) whereby Contractor agreed to furnish City certain design and related services for the East of 101 Sewer Master Plan and the Citywide Sewer Master Plan (“Services”). A true and correct copy of the Agreement and its exhibits are attached hereto and incorporated herein as Exhibit A. B. Section 2 of the Agreement provides for a not-to-exceed amount of Three Hundred Seventy Two Thousand Seven Hundred Twenty Four Dollars ($372,724) for the Services. C. On June 30, 2020, City and Contractor amended the not-to-exceed amount of the Agreement by way of executing a Change Order in the amount of Twenty-Nine Thousand Three Hundred and Eighty-Six Dollars ($29,386), bringing the total contractual amount to Four Hundred and Two Thousand and One Hundred and Ten Dollars ($402,110). A true and correct copy of the Change Order is attached hereto and incorporated herein as Exhibit B. D. City desires to procure additional Services from Contractor and, as such, City and Contractor now desire to amend the Agreement to increase the contract amount under the Agreement and revise the scope of services. NOW, THEREFORE, for and in consideration of the promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Contractor hereby agree as follows: 1. All terms which are defined in the Agreement shall have the same meaning when used in this Amendment, unless specifically provided herein to the contrary. 2. Section 2: Compensation. The not-to-exceed amount under the Agreement shall be increased by an additional Two Hundred and Sixty-Six Thousand and Nine Hundred and Ninety-Three Dollars ($266,993). As amended, the total contract amount under the Agreement shall not exceed Six Hundred and Ninety-Nine Thousand and One Hundred and Three Dollars ($699,103), with the understanding that up to Four Hundred and Two Thousand and One Hundred and Ten Dollars ($402,110) has already been paid to the Contractor. The City shall have no obligation to pay Contractor any additional amount beyond the dollar limit identified in Section 2 of the Agreement unless such dollar limit is specifically amended by separate written amendment. EXHIBIT C - 1ST AMENDMENT 3. Scope of Services. The scope of services under the Agreement shall be amended to include additional services as set forth in Exhibit C, attached hereto and incorporated herein. All other terms, conditions and provisions in the Agreement remain in full force and effect. If there is a conflict between the terms of this Amendment and the Agreement, the terms of the Agreement will control unless specifically modified by this Amendment. [SIGNATURES ON THE FOLLOWING PAGE] Dated: CITY OF SOUTH SAN FRANCISCO AKEL ENGINEERING, INC. By: By: Mike Futrell, City Manager Tony Akel, Principal Approved as to Form: By: City Attorney EXHIBIT A Original Agreement EXHIBIT B Change Order 1 EXHIBIT C Additional Services Proposal 3631154.1 Akel Engineering Group, Inc. Page 1 DRAFT 110420 City of South San Francisco West of 101 Basin 1 Infiltration and Inflow Study November 4, 2020 Background The City of South San Francisco is in the process of completing the City-Wide Sewer System Master Plan. As a part of this effort, the City has embarked on a flow monitoring program and a Risk and Rehabilitation program. As part of these efforts, the City has identified infiltration and inflow (I/I) as a primary contributor to required capacity upgrades in both the gravity system and pump stations, as well as the Water Quality Control Plant. In lieu of spending a significant amount of resources completing capacity upgrade projects, the City plans to embark on an Infiltration and Inflow Reduction Program to rehabilitate existing sewers, and reduce the need for costly capacity upgrades. The objective of this project is to define areas of I/I within City and to develop a program to reduce the impacts to the existing system. This scope of work and the corresponding level of effort include two options, and discussed as follows: · Option 1 – Basin 1 Pilot Study. This option consists of a pilot study, and intended to document the I/I and corresponding reductions in Basin 1, as defined in the in-progress Master Plan. · Option 2 – Priority Basins I/I Study. This option provides a more comprehensive review of I/I in the system, and is not limited to Basin 1. This includes more monitors to review I/I system wide. Scope of Work Task 1 - Project Management and Meetings This task emphasizes continuous communication between the project team members throughout the duration of the project. Consultant will schedule necessary face to face meetings and/or as needed by City staff, and depending on progress. Key face to face meetings include the kickoff meeting, presenting the updated analysis results, and master plan report presentation to City Council. Task 2 – Define Flow Monitoring Sites for I/I Task 2 Option 1 – Basin 1 Pilot Study This task includes developing a flow monitoring program to categorize Basin 1 into smaller subbasins, and up to 8 basins. The intent of breaking down the larger basin into smaller subbasins is to identify targeted areas for I/I reductions. The flow monitoring plan will be submitted to City staff for review and approval. The approved plan will be submitted to V&A Consulting Engineers for flow monitoring. Akel Engineering Group, Inc. Page 2 DRAFT 110420 Task 2 Option 2 – Priority Basins I/I Study This task includes developing a flow monitoring program to categorize priority basins with previously identified high I/I into smaller subbasins, and up to 24 subbasins. The intent of breaking down the larger basins into smaller subbasins is to identify targeted areas for I/I reductions in a more City-wide approach. The flow monitoring plan will be submitted to City staff for review and approval. The approved plan will be submitted to V&A Consulting Engineers for flow monitoring. Task 3 – Complete Phase 1 Flow Monitoring and Document Results Task 3 Option 1 – Basin 1 Pilot Study This task consists of completing the Phase 1 Flow Monitoring for Basin 1, as identified in the Draft Master Plan, as a pilot study. This task will be completed by V&A Consulting Engineers for 8 sites and 2 rain gauges for three months. The sites will be based on the Task 2 Flow Monitoring Program and as approved by City staff. The intent of the flow monitoring is to document the high I/I subbasins. At the completion of the flow monitoring program, V&A will provide a report documenting the results of the flow monitoring and documenting the I/I contributions from each subbasin. It should be noted this effort does not include cost or scope for the follow up I/I flow monitoring. This would be treated as a separate effort and depend on the completion timing of the Rehabilitation Plan in Task 4. Task 3 Option 2 – Priority Basins I/I Study This task consists of completing the Phase 1 Flow Monitoring in a more targeted City- wide approach. This task will be completed by V&A Consulting Engineers for 24 sites and 4 rain gauges for three months. The sites will be based on the Task 2 Option 2 Flow Monitoring Program and as approved by City staff. The intent of the flow monitoring is to document the high I/I subbasins. At the completion of the flow monitoring program, V&A will provide a report documenting the results of the flow monitoring and documenting the I/I contributions from each subbasin. It should be noted this effort does not include cost or scope for the follow up I/I flow monitoring. This would be treated as a separate effort and depend on the completion timing of the Rehabilitation Plan in Task 4. Task 4 – Update Hydraulic Model and Provide I/I Mitigation Measures Task 4 Option 1 – Basin 1 Pilot Study This task consists of updating hydraulic model to calibrate to the revised flow monitoring in Basin 1. This will also include recommendations for focus areas and investigation techniques intended to mitigate I/I issues. This includes completing detailed condition assessment recommendations and follow up analysis on the results of the condition assessment to aid staff in developing a workflow to reduce I/I locations. This does not include the cost of any condition assessment methodologies at this time. This also includes developing an implementation plan over a 3 year period to address the I/I issues. The implementation schedule will generally address following: Akel Engineering Group, Inc. Page 3 DRAFT 110420 · Year 1 – I/I Investigation and Rehabilitation Plan · Year 2 – Rehabilitation Plan Implementation · Year 3 – I/I Flow Monitoring Follow Up Task 4 Option 2 – Priority Basins I/I Study This task consists of updating hydraulic model to calibrate to the revised flow monitoring in critical high I/I basins within the City. This will also include recommendations for focus areas and investigation techniques intended to mitigate I/I issues. This includes completing detailed condition assessment recommendations and follow up analysis on the results of the condition assessment to aid staff in developing a workflow to reduce I/I locations. This does not include the cost of any condition assessment methodologies at this time. This also includes developing an implementation plan over a 3 year period to address the I/I issues. The implementation schedule will generally address following: · Year 1 – I/I Investigation and Rehabilitation Plan · Year 2 – Rehabilitation Plan Implementation · Year 3 – I/I Flow Monitoring Follow Up Task 5 – Capital Improvement Costs Task 5 Option 1 – Basin 1 Pilot Study This task consists of developing Class 5 cost estimates for budgetary purposes, intended to aid City staff in the implementation of the rehabilitation plan for Basin 1. Cost estimates will be provided to City staff for review and consideration. Task 5 Option 2 – Priority Basins I/I Study This task consists of developing Class 5 cost estimates for budgetary purposes, intended to aid City staff in the implementation of the rehabilitation plan for the critical I/I basins evaluated. Cost estimates will be provided to City staff for review and consideration. Task 6 – Prepare Technical Memorandum This task consists of preparing a technical memorandum documenting the I/I program, the rehabilitation plan, and investigation follow up results. As part of the results, the consultant will recommend any additional flow monitoring for follow up I/I reduction potential within the remaining City basins. An electronic copy of the draft report and 5 hard copies of the final report will be submitted for staff review. Schedule and Fee Estimate The Fee Estimate is attached separately to this proposal. This proposal has two separate options for completing the I/I analysis and as follows: Akel Engineering Group, Inc. Page 4 DRAFT 110420 · Option 1 – Basin 1 Pilot Study: A not to exceed fee of one hundred and thirty- five thousand five hundred and six dollars ($137,411) is hereby established for the Consultant’s services, unless amended by the scope of work. · Option 2 – Priority Basins I/I Study: A not to exceed fee of two hundred and fifty-eight thousand four hundred and forty-three dollars ($266,993) is hereby established for the Consultant’s services, unless amended by the scope of work. It should be noted that these are not additive fees, and are intended as an either/or selection. City of South San Francisco West of 101 Infiltration and Inflow Study Fee Estimate Hours Costs Task No.Task Description Principal EngineerSenior EngineerAssociate EngineerAssistant EngineerEngineering AssistantGIS TechnicianSecretarialTotalLabor CostsV&A Consulting EngineersOther ExpensesSubtasks Total Tasks Total $200 $181 $162 $122 $110 $110 $82 Task 1 Project Management and Meetings 35 35 6 76 $13,827 $13,827 $13,827 Task 2 Define Flow Monitoring Sites I/I Opt 1 Basin 1 Pilot Study 2 6 8 15 6 37 $5,272 $5,272 $5,272 Opt 2 Priority Basins I/I Study 3 10 16 25 12 66 $9,372 $9,372 $9,372 Task 3 Complete Flow Monitoring and Document Results Opt 1 Basin 1 Pilot Study 1 8 15 25 6 55 $7,788 $65,000 $76,038 $76,038 Opt 2 Priority Basins I/I Study 2 12 18 30 12 74 $10,468 $171,000 $190,018 $190,018 Task 4 Update Hydraulic Model and Provide I/I Mitigation Measures Opt 1 Basin 1 Pilot Study 3 45 24 35 10 30 147 $21,303 $21,303 $21,303 Opt 2 Priority Basins I/I Study 5 55 35 48 15 40 198 $28,531 $28,531 $28,531 Task 5 Capital Improvement Costs Opt 1 Basin 1 Pilot Study 2 8 15 25 8 12 70 $9,528 $9,528 $9,528 Opt 2 Priority Basins I/I Study 3 12 20 35 12 20 102 $13,802 $13,802 $13,802 Task 6 Prepare Technical Memorandum 6 15 18 15 6 8 6 74 $10,693 $750 $11,443 $11,443 Total - Option 1 49 117 80 115 24 62 12 459 $68,411 $65,000 $750 $137,411 $137,411 Total - Option 2 54 139 107 153 33 92 12 590 $86,693 $171,000 $750 $266,993 $266,993 Note: 1. Subconsultant fees included a 5% markup. 11/16/2020 PRELIMINARY City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-915 Agenda Date:12/9/2020 Version:1 Item #:11. Report regarding a resolution approving and authorizing the City Manager to execute three agreements facilitating a Public Private Partnership with GTE Mobilnet of California Limited Partnership,d/b/a Verizon Wireless (Tony Barrera, Director of Information Technology) RECOMMENDATION Staff recommends the City Council approve and authorize the City Manager to execute a Strategic Joint Development Agreement,a Conduit Occupancy Agreement,and a Small Cell Master License Agreement to facilitate a Public-Private-Partnership with Verizon. BACKGROUND The City of South San Francisco (City)is proposing to enter into three agreements relating to wireless and fiber optic facility deployments with Verizon,to achieve a public-private partnership (PPP).The PPP will allow new technologies and facilitate the installation of fiber optic and wireless infrastructure throughout the City to improve the quality of life for residents. The PPP is comprised of a Strategic Joint Development Agreement (SJDA),a Conduit Occupancy Agreement (COA),and a Small Cell Master License Agreement (MLA).The SJDA governs the overall structure of the PPP,and the COA and MLA sets forth the terms for fiber optic facilities and small cell wireless facilities deployment, respectively. The City recognizes the importance of public-private partnerships to achieve the common goals of the City and the business community.Partnerships with companies such as Verizon present a unique opportunity for the City to both improve the quality of life for all residents,reduce costs,improve access,and deliver services to our community in smart and effective ways. Considerations leading up to the PPP The City has been responding to rapidly evolving technological advancements both in fiber optic wireline developments and in small cell facility deployments.The PPP is consistent with these goals.The City currently has 55,700 feet of city-owned conduit occupied by signaling interconnect cable (SIC)for the traffic signals and City-owned fiber optic network.The conduits have been in place for many years and have available space to share.Sharing conduit will not hinder the City to expand the fiber network because of new conduit installations scheduled in 2021. In early 2018,in response to new advances in telecommunication technology and State legislative proposals, the City amended its wireless telecommunication facilities ordinance to cover small cell installation proposals in the City and to set forth zoning,operational,aesthetics and other requirements.At that time,the City Council also approved a Small Cell Master License Agreement (MLA)template outlining the requirements,license fee rates and design conditions in order for small cells to deploy on City-owned light poles in the public right of way.Section 4.2.3 of the template MLA allows licensees to provide public benefits and enter into an in-lieu agreement to reduce the annual attachment rate,subject to City Council approval.We note that the proposed City of South San Francisco Printed on 4/12/2021Page 1 of 4 powered by Legistar™ File #:20-915 Agenda Date:12/9/2020 Version:1 Item #:11. agreement to reduce the annual attachment rate,subject to City Council approval.We note that the proposed MLA under the PPP remains largely consistent with the City’s template MLA aside from terms and conditions that are specifically negotiated to achieve the PPP arrangement,such as the reduction of annual license fee rates. These regulatory and contractual strategies allow the City to effectively manage public property as the owner of those assets,recoup the cost of these technological deployments in the public right of way,address impacts of deployment to other zoning areas,and comply with federal and state preemptions regarding the City’s regulatory authority over telecommunication facilities. The City is required by both federal and state law to generally permit the deployment of telecommunication facilities in the City,including fiber optic cables and small cell facilities.California Public Utilities Code section 7901 gives wireless service providers the right to deploy their poles,lines,facilities and associated equipment in the public right-of-way.Likewise,federal law prohibits the City from enacting any regulations that would “effectively prohibit”telecommunications services.While the City retains discretion over how the public right of way may be accessed and occupied,it cannot issue a blanket prohibition.Likewise,the FCC also has exclusive authority to regulate radiofrequency (RF)emission standards,eliminating municipal control on such standards and related regulations based on health or environmental concerns of such emissions. In 2018,the Federal Communication Commission (FCC)adopted a regulatory order to interpret federal law and to expedite the deployment of small cell antenna installation for 5G technology.5G is the 5th generation of cellular wireless technology providing data speeds of 10Gbps,10 times faster than the current 4G deployment. The 5G technology uses millimeter wave lengths in the wireless spectrum which depends on small cell antennas to be closer in proximity,requiring right of way installations.The new FCC order set the following regulations for municipalities: ·Set a safe harbor annual attachment rate of $270 ·60 day shot clock to review small cell applications on existing structures ·Use of City right of way to install small cell antennas on City owned poles,PGE poles or install their own poles in the right of way ·Allows municipalities to control small cell antenna aesthetics ·Allows in-kind benefit agreements Since the FCC Order went into effect,Verizon and other wireless carriers have been actively seeking opportunities to deploy small cell facilities in jurisdictions across the Bay Area,either through negotiating license agreements or proposing to install privately owned poles in the public right of way in order to provide for small cell sites.Many municipalities have executed MLAs with Verizon with terms similar to that of the South San Francisco template and an annual pole attachment rate of $270. SUMMARY OF PPP RELATIONSHIP AND TERMS: Collaboration between the City and Verizon involves significant investment from Verizon to build required infrastructure to support the citizens living in the community,with the commitment by the City to reduce its pole attachment rate for small cell deployment on City-owned light poles and provide existing conduit space in City-owned conduits to accommodate Verizon’s wireline deployment.In return,through the proposed MLA and COA,the City will be able to receive payment for the use of its light poles,recover administrative costs associated with processing small cell applications and deployment,and retain control over the manner in which small cells and fiber optic cables are deployed on City property,including aesthetics and design of small cell facilities.The expansion of wireless and fiber optic infrastructure in the City is also beneficial to accommodateCity of South San Francisco Printed on 4/12/2021Page 2 of 4 powered by Legistar™ File #:20-915 Agenda Date:12/9/2020 Version:1 Item #:11. facilities.The expansion of wireless and fiber optic infrastructure in the City is also beneficial to accommodate future advancements in technology and digital services. Information Technology,Public Works,Planning and City Attorney staff has negotiated the three agreements under the PPP. To illustrate, below summarizes the PPP commitments from both Verizon and the City: Verizon commits to: ·Invest and build in South San Francisco a robust small cell small wireless infrastructure for 5G and future technology, and improve wireless coverage. ·A revenue stream to the City for ten years with two (5)year options.Each year the agreed to rate will increase by the consumer price index (CPI)which is consistent with the City’s annual fee increases.The number of small cells installations is unknown until a build plan is developed. ·Provide City with full recovery of administrative costs incurred from processing and handling small cell deployment applications through an initial administrative deposit and subsequent adjustments as necessary ·Comply with City encroachment process and fees. ·Install innerducts in conduits greater than 2”and will use only one (1)innerduct.The remaining will be for City use. ·Contribute one-time unrestricted lump sum of $600,000 to the City, to be used at its discretion. South San Francisco commits to: ·Reduce annual attachment rate from $1,500 to $270,which is the dollar amount contained in the FCC safe harbor order. ·Expedite application process to reduce administrative burden while complying with the 60-day FCC shot clock requirement.Additional staff time incurred in the application process,such as handling a batch of more than 15 applications within a calendar month,would trigger the need for Verizon to pay additional administrative payments to the City. ·Allow nonexclusive access to 16,695 feet of City-owned conduit infrastructure as of July 31,2020 as shown in Attachment 1 for 20 year term. Conduit will be delivered “as-is”. ·City will continue to maintain the City owned conduit infrastructure once Verizon fiber optic cables are installed, except for damages resulting from Verizon’s negligence or error. This PPP will also establish an executive sponsor team consisting of the Verizon executives,City Public Works and Information Technology teams to identify and resolve issues,as well as monitor and evaluate program progress. FISCAL IMPACT There is no direct cost to the City to enter into this agreement.The partnership with Verizon will provide the City with a one-time lump sum of $600,000 and a small cell annual revenue stream for 20 years. RELATIONSHIP TO STRATEGIC PLAN Forming a Public Private Partnership to build a 5G network will improve wireless coverage and data speeds for City of South San Francisco Printed on 4/12/2021Page 3 of 4 powered by Legistar™ File #:20-915 Agenda Date:12/9/2020 Version:1 Item #:11. Forming a Public Private Partnership to build a 5G network will improve wireless coverage and data speeds for residents and is an action item in the City’s Strategic Plan under Priority #2: Quality of Life. CONCLUSION Establishing a Public Private Partnership with Verizon provides the City the opportunity to monetize on available space in existing conduit,which will also reduce the cost of construction and reduce disruption in the right of way.It also provides Verizon incentive to invest and build a robust 5G wireless network for current and future technologies, and to expand wireless coverage. ATTACHMENTS: 1.Attachment 1: SSF Conduit Locations 2.PPP PowerPoint Presentation City of South San Francisco Printed on 4/12/2021Page 4 of 4 powered by Legistar™ - 13 - EXHIBIT A.1 CITY CONDUIT SEGMENTS PROVIDED TO MCIMETRO 3632043.2 Small Cell Installations and Public Private Partnership between City of South San Francisco and Verizon What is a Small Cell Installation? small radio equipment and antennas placed on structures such as streetlights, the sides of buildings, or poles for transmitting data to and from a wireless device EXISTING PROPOSED DESIGN FOR 4G EXISTING PROPOSED DESIGN FOR 5G 2018 City Council Small Cell Action Adopted new wireless telecommunication facilities ordinance 1.Covers small cell installation proposals 2.Set forth zoning, operational, aesthetics & other requirements 3.Approved a Master License Agreement (MLA) template outlining the requirements, fees and design conditions City now has MLAs with AT&T and Extenet Systems Small Cell Regulation Not Much Local Control Remaining Federal Communications Commission (FCC) Rules 1.Cities cannot deny installation for health concerns. Preempted by federal law 2.Cities must act on permit applications within 60 days or automatically approved 3.Companies can use City right of way to install small cell antennas on City owned poles, PGE poles or install their own poles in the right of way 4.Sets annual base payment for use of City poles at $270 5.Cities can raise reasonable objections to small cell antenna aesthetics 6.Cities can negotiate in-kind benefit agreements Master License Agreement with Verizon More of a Public Private Partnership 1.Build 5G wireless network for improved data speeds and wireless coverage 2.Pay the annual rate of $270 per pole, with annual CPI increase in pole payments 3.Pay one-time lump sum of $600,000 to the City 4.MLA has 10 year term, with two (5) year options 5.Pay City administrative costs for processing and handling small cell applications 6.Pay City encroachment process and fees 7.City allows Verizon to use City-owned conduit infrastructure for underground fiber Questions City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-916 Agenda Date:12/9/2020 Version:1 Item #:11a. Resolution approving and authorizing the City Manager to execute three agreements facilitating a Public Private Partnership with GTE Mobilnet of California Limited Partnership, d/b/a Verizon Wireless WHEREAS,digital technology and telecommunications infrastructure have grown rapidly in all segments of society,and have become an essential aspect in the daily lives and operations of residents and businesses in the City of South San Francisco (“City”); and WHEREAS,high quality telecommunication and digital services support economic and educational development education, and promotes equal access to opportunities and a higher standard of living; and WHEREAS,advanced telecommunications infrastructure is also essential for the City to perform its governmental functions, provide emergency services, and sustain many other municipal operations; and WHEREAS,the City of South San Francisco (“City”)has been receiving inquiries from multiple wireless services and telecommunication service providers interested in deploying fiber optic cables and new “small cell”facilities used to enhance current 4G cellular technology and employ future 5G technology within the City right-of-way,all of which would provide enhanced telecommunications services throughout the community; and WHEREAS,in 2018,the City adopted a small cell wireless ordinance and approved a template master license agreement to generally establish a comprehensive set of requirements and standards to regulate small cell facilities development,siting,installation,operation,and termination of operation,and also specifically impose requirements for wireless deployments on City-owned light poles in the public right-of-way; and WHEREAS,in 2019,the City also adopted an open trench ordinance to proactively develop its broadband network and resources to support its municipal operation,a growing population and economy,and to provide incentives for collaborative projects in the right of way to reduce the present and long-term impact of construction and excavation work on City streets and sidewalks; and WHEREAS,under California law,wireless providers have the authority to install and maintain lines and equipment in the public right-of-way to provide wireless telecommunications services; and WHEREAS,the City also has the authority under state law to exercise reasonable control as to the time,place, and manner in which roads, highways, and waterways are accessed; and WHEREAS,the City and GTE Mobilnet of California Limited Partnership,d/b/a Verizon Wireless (“Verizon”) have been in discussion to pursue a Public-Private-Partnership (“PPP”)for the deployment of wireline and wireless infrastructure within South San Francisco for the advancement of such telecommunication and digital City of South San Francisco Printed on 4/12/2021Page 1 of 2 powered by Legistar™ File #:20-916 Agenda Date:12/9/2020 Version:1 Item #:11a. technology and services; and WHEREAS,the proposed PPP aims to promote “smart city”technologies and to facilitate the installation of fiber optic and wireless infrastructure throughout the City to promote digital connectivity and telecommunication capacities within the community; and WHEREAS, the PPP would serve the common goals of the City, its residents, and the business community; and WHEREAS,specifically,the PPP consists of a Strategic Joint Development Agreement (“SJDA”),a Conduit Occupancy Agreement (“COA”), and a Small Cell Master License Agreement (“MLA”); and WHEREAS,the SJDA sets forth the basic framework for the PPP,provides for a contribution of Six Hundred Thousand Dollars ($600,000)by Verizon to the City,and sets froth the general terms for wireless and wireline deployments by Verizon within the City; and WHEREAS,the COA,which is incorporated as a part of the SJDA,sets forth the specific terms and conditions relating to Verizon’s deployment of fiber optic cables and lease of City-owned conduits that are in existence on or before July 2020; and WHEREAS,the MLA,which is also incorporated as a part of the SJDA,sets forth the specific terms and conditions relating to Verizon’s deployment of small cell wireless facilities on City-owned light poles in the public right of way,including terms such as requiring Verizon to pay license fees and administrative processing fees for processing of applications, compliance with design guidelines, and securing regulatory approvals; and WHEREAS,the proposed PPP is consistent with the City’s Strategic Plan to improve Quality of Life for the community,and would provide opportunities to expand digital connections,telecommunication services,and promote business opportunities and development. NOW, THEREFORE, the City Council of the City of South San Francisco does hereby resolve as follows: 1. The Recitals set forth above are true and correct, and are incorporated herein by reference. 2.The Strategic Joint Development Agreement,Conduit Occupancy Agreement,and Small Cell Master License Agreement,attached hereto respectively as Exhibits A,B and C to this Resolution,are approved by the City Council. 3.The City Manager is hereby authorized to execute the agreements in Exhibits A,B and C on behalf of the City Council,and to make minor revisions to the agreement,with review and approval by the City Attorney, which do not materially or substantially increase the City’s obligations thereunder;to sign all documents;to make all approvals and take all actions necessary or appropriate to carry out and implement the intent of this Resolution. ***** City of South San Francisco Printed on 4/12/2021Page 2 of 2 powered by Legistar™ STRATEGIC JOINT DEVELOPMENT AGREEMENT PAGE | 1 STRATEGIC JOINT DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND VERIZON WIRELESS THIS STRATEGIC JOINT DEVELOPMENT AGREEMENT IS ENTERED INTO AS OF THE DATE OF THE FULL EXECUTION BELOW (THE "EFFECTIVE DATE") BY AND BETWEEN: The City of South San Francisco, a general law municipal corporation (the "City"); and Verizon Business Network Services Inc., a Delaware corporation with its principal offices at One Verizon Way, Basking Ridge, New Jersey, 07920, GTE Mobilnet of California Limited Partnership, d/b/a Verizon Wireless, a California limited partnership with its principal offices at One Verizon Way, Basking Ridge, New Jersey, 07920, and their Affiliates (collectively, "Verizon"). The City and Verizon may be referred to herein collectively as the “Parties” and individually as a “Party.” BACKGROUND A. Verizon and the City have identified several key areas of focus for the community: building a digitally connected community; driving economic development and enhancing the availability of an advanced high-speed, high-capacity telecommunications network to the citizens and guests of the City. Through the joint development framework presented in this Agreement, the Parties’ collective assets and expertise can meaningfully impact those key areas for the community. B. The City and Verizon share a mutual interest in the accelerated deployment of an enhanced fiber and an advanced wireless network, including without limitation, Small Cell Facilities, in order to provide residents, visitors and businesses located in the City with the benefits of a state-of-the-art connected community. This undertaking will accelerate the deployment of such infrastructure and technology and is the first step toward a 5G deployment in the City.. C. Given such mutual interest, Verizon and the City desire to form a mutually beneficial strategic relationship in the form of a joint development to facilitate the planning, implementation and management of the accelerated deployment of fiber, as well as a wireless network of Small Cell Facilities, in designated areas of the City (the "Collaboration"), under the terms of this Agreement, as described herein, including in its addendums, exhibits or statements of work (“Attachments”) which are, or will be, attached hereto and incorporated herein by reference (together, the “Agreement”). NOW THEREFORE, BE IT RESOLVED BY THE PARTIES THAT, in order to give effect to the Collaboration, Verizon and the City agree as follows: 1. RELATIONSHIP OBJECTIVES 1.1 Primary Agreement Purpose. By participating in this Agreement, the Parties shall have opportunity to realize mutually beneficial outcomes that neither Party could implement independently, including but not limited to: a. The cost-effective expansion of Verizon-owned fiber networks; and b. A robust deployment of Verizon’s wireless cellular infrastructure, namely, STRATEGIC JOINT DEVELOPMENT AGREEMENT PAGE | 2 Small Wireless Facilities, in the City via a reduced fee arrangement, which shall lay the foundation for bringing advanced 5G technology to the City for the benefit of residents and visitors to the City. 1.2 Non-Exclusive Arrangement. This arrangement is non-exclusive, and each Party remains free, subject to the terms of this Agreement, to elect or decline to, work with or enter any agreements with any other service providers. 2. SCOPE OF COLLABORATION. This Agreement shall reflect the principles of the Collaboration to achieve mutually beneficial goals. The parties desire to fulfill their respective obligations under this Agreement in exchange for the mutual benefits conferred respectively herein. The Collaboration between the City and Verizon invites significant investment from Verizon to build required infrastructure to support the citizens living in the community, with the commitment by the City to reduce its pole attachment rate for certain City-owned light poles and provide existing conduit space in City-owned existing conduits to accommodate Verizon’s wireline deployment. In addition, the broad nature of the Collaboration with the City creates a business model to provide services to the City that would be financially constraining to provide on a stand-alone basis. The goal of this holistic approach is to reduce deployment cost and disruption to the community. 3. CITY BENEFITS. As part of the Collaboration, Verizon will contribute $600,000.00 to the City, to be paid no later than thirty (30) days after the Effective Date of this Agreement. 4. WIRELESS AND WIRELINE DEPLOYMENT AND PERMITTING OPTIMIZATION. Verizon will enhance and further densify its existing wireline and wireless networks through the deployment of fiber and Small Cell Facilities to provide users with more broadband capacity for current and future needs. These infrastructure investments require significant cooperation from the City as well as access to municipal light poles and other City-owned assets. In addition, in order to achieve the goal of permitting of Small Cell Facilities and fiber in an efficient, expeditious and economical fashion, the parties have negotiated a Master License Agreement (“MLA”) with respect to licensing of certain City-owned poles for the deployment of Small Cell Facilities, and a Conduit Occupancy Agreement (“COA”) with respect to the use of the City’s conduit system in existence as of July 31, 2020, as described in more detail in the COA, both of which are attached to this Agreement as Exhibits [A] and [B], respectively, and incorporated herein by this reference. These agreements aim to serve the Parties’ joint objectives and to grant Verizon the use of designated City assets for fiber, network equipment and associated structures based on enumerated terms in those agreements, as well as through coordination and cooperation between Verizon and the City. Verizon will make a significant investment in the City by further expanding its state-of-the-art networks. To accommodate the extensive wireline and wireless deployment within the timeframe contemplated, the City agrees to provide Verizon with the following: 4.1 Wireless Small Cell Deployment. Verizon will enhance its existing wireless network through the deployment of Small Cell Facilities to provide users with more wireless broadband capacity. In furtherance of this goal, deployment of Small Cell Facilities on City-owned and non-City owned assets must be cost-efficient and expeditious. STRATEGIC JOINT DEVELOPMENT AGREEMENT PAGE | 3 This objective will be met through coordination between Verizon and the City on the following: a. Pursuant to the terms and conditions of the MLA, the City will reduce its current $1,500 per pole/annual attachment fee to $270.00 per pole/ annual for Verizon installations on City-owned assets. b. City will approve a Small Cell Wireless Facility Permit for the deployment of Small Cell Facilities pursuant to terms of the MLA and the South San Francisco Municipal Code as outlined therein, provided, any such approval shall occur within the FCC-mandated shot clock time frames unless otherwise agreed to by the Parties in writing. 4.2 Wireline Deployment. Verizon is making a significant investment in the City and intends to deploy fiber in major portions of the commercial areas of the City. The City agrees to support Verizon’s expedient and efficient deployment of Verizon’s wireline network in the City, in furtherance of the Collaboration, in the following manner: a. In the event that the City Council of the City of South San Francisco imposes a blanket city-wide moratorium suspending all construction in the public right of way, the City agrees to reasonably cooperate with Verizon to accommodate access, to the extent permissible to Verizon’s current and unfinished work pursuant to this agreement so that Verizon may temporarily close out the work for the remaining duration of the moratorium. This provision shall not apply if the moratorium is imposed pursuant to a State or San Mateo County order or guidance requiring the closure of all local public right of ways. b. The City shall provide field inspections within three (3) business days of the submission of a request by Verizon. All permits shall be valid for one (1) year following issuance by the City and may be extended by mutual agreement of the Parties. c. The City will grant a non-exclusive license for its conduit segments in its existing conduit system as of July 31, 2020 to Verizon pursuant to the terms of the COA. d. The City shall permit multiple construction crews to work concurrently, subject to encroachment permits required by the City as applicable, as this is essential for mobile operations (line pulling cable) and when multiple work groups must be in manholes that are in the same intersection. e. Verizon shall comply with provisions of California Government Code 4216 et. seq., commonly known as the “one call underground damage prevention requirements.” f. Concurrent with the execution of this Agreement, the Parties will execute the COA and the MLA. In the event of a conflict between the MLA or the COA and this Agreement, the terms of the MLA or the COA shall control. g. The City will allow Verizon to submit “bulk” permit applications (up to ten every STRATEGIC JOINT DEVELOPMENT AGREEMENT PAGE | 4 two weeks) for larger geographic areas (up to five (5) square miles) where such “bulk” submission consists of substantially similar type of work in the geographic area covered. 4.3 Collaboration Team. Verizon will work in partnership with the City towards a best in class pole attachment and fiber permitting process. The Collaboration Team (“CT”) is defined as and will consist of: a. Executive team from Verizon and the City who will provide leadership towards the above objectives, identify working teams, resolve issues as required, as well as monitor and evaluate program progress (“Executive Sponsors”). b. Working teams from Verizon and the City who will meet on a regular basis to identify areas needing attention, create a process for resolution, and make recommendations to the executive team as needed to resolve issues (“Relationship Managers”). c. The initial CT members are identified in Exhibit [C]. Any changes to the CT should be provided to the other Party in writing in advance. 5. CONFIDENTIALITY; PUBLIC RECORDS ACT 5.1 Definition of Confidential Information. The term “Confidential Information” means Verizon Trademarks, Verizon trade secrets, and other Verizon proprietary or business information provided to the City that is clearly labeled, marked or otherwise identified as “confidential” or “proprietary information,” or would otherwise normally be considered Confidential Information in the ordinary course and scope of business. 5.2 Exceptions. Notwithstanding the foregoing, “Confidential Information” shall exclude (and the City shall not be under any obligation to maintain in confidence) any information (or any portion thereof) disclosed to the City by Verizon to the extent that such information: a. Is in the public domain at the time of disclosure; or b. Is known, or becomes known to the City from a source other than Verizon or its representatives, provided that disclosure by such source is not in breach of a confidentiality agreement with Verizon; or c. Is independently developed by the City without violating any of its obligations under this Agreement or any other agreement between the parties; or d. May be legally required to be disclosed under state or local law, including the California Public Records Act, the federal Freedom of Information Act, or by judicial or other governmental action; or e. Is permitted to be disclosed by a formal written agreement executed by and between the parties. STRATEGIC JOINT DEVELOPMENT AGREEMENT PAGE | 5 5.3 Duty to Keep Confidential. The City agrees to maintain as confidential, to the extent permitted or required by applicable law, including applicable public records acts, all Confidential Information furnished or otherwise made available to the City by Verizon. Notwithstanding the above, however, in the event that the City is responding to a request for records or information pursuant to the California Public Records Act (Gov. Code § 6250 et seq.), the City shall not bear any responsibility or be held liable for claims, damages or liabilities, and Verizon agrees to release and hold the City harmless from such claims, damages or liabilities, arising from its determination of whether a record or certain information would normally be considered “confidential” in the ordinary course and scope of business. 5.4 Requests for Disclosure Pursuant to the Public Records Act. a. Verizon acknowledges that the City is a public agency subject to the requirements of the California Constitution and applicable laws relating to public records disclosure. Verizon acknowledges that it may submit to or otherwise provide the City with access to materials that Verizon considers Confidential Information, which may or may not be exempt from public disclosure under applicable laws. b. Where any third party (the “Requestor”) not otherwise authorized to access Confidential Information under this Agreement makes a demand or request to the City for access to Confidential Information (the “Request”), including, without limitation, the terms and conditions being negotiated, or the production, inspection or copying of other information designated by Verizon as Confidential Information, City will notify Verizon within two (2) business days of the Request before responding to the Requestor; however, Verizon shall be solely responsible for taking whatever legal steps Verizon deems necessary to protect information determined by Verizon to be Confidential Information and to prevent release of information to the Requestor (including the release of such information by the City). Verizon is responsible for all costs associated with the pursuit of such legal steps, including the pursuit of any legal remedies. c. Verizon understands and acknowledges that public records acts may compel the City to respond to Requests within a specific number of days from receipt of a Request (the “City Deadline”). Where the City has met its obligation to timely notify Verizon as set forth in Section 5.4 (b) and Verizon fails to notify the City that it will seek a protective order or other legal remedy to bar the disclosure of information Verizon considers Confidential Information prior to the City Deadline, the City may, without liability hereunder, disclose the Confidential Information that is necessary to be disclosed in response to the Request. d. Without limiting the more general indemnity terms of this Agreement, Verizon will indemnify, defend, and hold harmless the City from any claims, costs, or liability arising from such Requests, including the City’s refusal to disclose information Verizon considers to be Confidential Information in response to any Verizon demand that such information not be disclosed. STRATEGIC JOINT DEVELOPMENT AGREEMENT PAGE | 6 5.5 Execution, Return, Disposal. Upon termination or expiration of this Agreement, the City shall, at Verizon’s direction, make reasonable efforts to either return or destroy all Confidential Information; provided, however, any Confidential Information found in electronic format as part of City’s off-site or on-site data storage/archival process system, will be held by the City and kept subject to the terms of this provision or destroyed pursuant to the City’s document retention schedule most currently in effect. In the event that a request for disclosure is made for such Confidential Information not yet destroyed by the City, the notification, limitation of liability, and indemnification obligations provided in this Section 5 shall apply. The obligations of this provision will survive termination or expiration of this Agreement. 5.6 City Confidential Information. Verizon agrees to maintain as confidential, unless otherwise required to be disclosed under state or local law or by judicial order, all information furnished or otherwise made available to Verizon by the City that is clearly labeled, marked or otherwise identified as “confidential” or “proprietary information”, or would otherwise normally be considered Confidential Information in the ordinary course of business. 6. TRADEMARKS 6.1 Verizon Trademarks. a. Verizon grants to the City the right to use Verizon Trademark for the sole purpose of announcing the existence and content of this Agreement to third parties, provided that the conditions for such announcements, as set forth in Section 12.2 (Publicity) of this Agreement, have been accomplished satisfied. Any other use by the City of Verizon’s Trademarks shall require advance written consent. For avoidance of doubt, the inclusion of other marks in any product guide or other written policies of Verizon shall not grant the City the right to use any such other marks apart from the specific rights granted in respect of the Verizon Trademarks as expressly set forth in this Section or in a separate agreement. The City agrees not to affix or otherwise reference any Verizon Trademarks other than as contemplated in this Agreement. b. Prior to the use of any on-line or hard copy material containing the Verizon Trademarks for public media release purposes, the City shall submit to Verizon a draft or prototype of such proposed material for Verizon's approval or disapproval. No such material shall be used by the City prior to Verizon's written approval. c. The goodwill arising from any permitted use of the Verizon Trademarks by the City shall inure to the benefit of Verizon. The City shall have no claim or right in the Verizon Trademarks, including but not limited to trademarks, service marks, or trade names owned, used or claimed now or which Verizon has authority to grant the City the right to use in the future. 6.2 City Trademarks. a. As and to the extent applicable, the City grants to Verizon the right to use the STRATEGIC JOINT DEVELOPMENT AGREEMENT PAGE | 7 name, logo, trademarks, and other marks of the City, excepting the City’s seal (collectively "City Marks") for the sole purpose of announcing the existence and content of this Agreement to third parties, provided that the conditions for such announcements, as set forth in Section 12.2 (Publicity) of this Agreement, have been accomplished. Any other use by Verizon of City Marks shall require previous written consent of the City. b. Prior to the use of any on-line or hard copy material containing the City Marks for public media release purposes, Verizon shall submit to City a draft or prototype of such proposed material for City's approval or disapproval. No such material shall be used by Verizon prior to City’s written approval. c. The goodwill arising from any permitted use of the City Marks by Verizon shall inure to the benefit of the City. Verizon shall have no claim or right in the City Marks, including but not limited to trademarks, service marks, or trade names owned, used or claimed now or which the City has authority to grant Verizon the right to use in the future. 7. TERM AND TERMINATION 7.1 Term. The Agreement commences on the Effective Date and shall be for a term of twenty (20) years. The Parties may only terminate the Agreement early pursuant to the provisions of section 7.2. 7.2 Termination. The following will be causes for the early termination of the Agreement: a. Mutual agreement of the Parties. b. Failure to fulfill or material breach of any of the terms and conditions of the Agreement. In the event that either Party commits a material breach of or default under this Agreement or any Attachments, the Non-Defaulting Party shall give the Defaulting Party written notice of the breach or default (including a statement of the facts relating to the breach or default, the provisions of this Agreement that have been breached or caused default and the action required to cure the breach or default) and notice that the Agreement will terminate pursuant to this provision if the breach or default is not cured within sixty (60) days after receipt of notice (or such later date as may be specified in the notice or agreed upon by the Parties). If the breaching Party fails to cure the specified breach or default within sixty (60) days after receipt of such notice (or such later date as may be specified in such notice or agreed upon by the Parties), then the Agreement will terminate without any further notice or action by the terminating Party. c. The Parties agree, prior to any termination notice or notice of breach and the start of any cure period, to escalate any matters that a Party believes is a basis or cause for termination to the Executive Sponsors for resolution prior to issuing a notice of breach or exercising their termination rights above. The Executive Sponsors agree to try to resolve such issues within thirty (30) days, which time period may STRATEGIC JOINT DEVELOPMENT AGREEMENT PAGE | 8 be extended by mutual agreement of the Parties. d. Notice must be provided in accordance with the terms of Section 12.6(Notices) of this Agreement. 7.3 Effect of Termination and Wind-Down Framework. If the Agreement is terminated pursuant to and in accordance with this Section 7, then, unless otherwise specifically provided for in writing by the Parties, the following will apply: (a) the Parties will cooperate to effect an orderly, efficient, effective and expeditious termination of the Party's respective activities under this Agreement pursuant to a mutually agreeable wind-down plan and in accordance with the termination provisions in the COA and MLA governing Verizon’s respective facilities thereunder. If any project sites are damaged by Verizon in the process of removal, such damage shall be repaired forthwith by Verizon at its sole cost and expense. City will return to Verizon any and all Confidential Information of Verizon in the possession or control of City. Verizon will return to City any and all Confidential Information of City in its possession or control. 8. DISPUTE RESOLUTION 8.1 Resolution Process. In the event that a dispute arises between Verizon and the City pertaining to the subject matter of the Collaboration (a "Dispute"), prior to the initiation of any formal legal action, the following dispute resolution process shall apply. The Parties' respective Relationship Managers will initiate and execute the entire escalation and resolution process and use discretion to resolve the Dispute through conference calls or face- to-face meetings. Except as provided in Section 8.2, the entire escalation and resolution process, described below, will be completed in fewer than one hundred and twenty (120) calendar days. The Parties may agree in writing to an extension or shortening of this time period. a. Any Dispute (except for those related to permits) will be submitted in writing for discussion and resolution to the Parties' respective Relationship Managers. Each Relationship Manager will include any other relevant senior managers from their Party. The Relationship Managers will have forty-five (45) days after referral of the Dispute to resolve it to the Parties' mutual satisfaction. If the Relationship Managers are unable to resolve the Dispute within the time provided, they will refer the matter to the Executive Sponsors. The Executive Sponsors will have an additional forty-five (45) days after referral of the Dispute to resolve it to the Parties' mutual satisfaction. b. In the event of a Dispute related to performance of any terms related to permitting requirements hereunder, the Relationship Managers will have ten (10) business days after referral of the Dispute to resolve it to the Parties’ mutual satisfaction. If the Relationship Managers are unable to resolve the Dispute within the time provided, they will refer the matter to the Executive Sponsors. The Executive Sponsors will have an additional ten (10) business days after the referral of the permitting Dispute to resolve it to the Parties' mutual satisfaction. STRATEGIC JOINT DEVELOPMENT AGREEMENT PAGE | 9 c. If the Parties are unable to resolve the Dispute after exhaustion of the process specified in this Section 8 then the Parties shall be free to pursue any remedies available to them at law or equity. 8.2 Exception. For Disputes relating to an alleged or actual breach of the confidentiality obligations or any intellectual property ownership or licensing issues, the Parties may submit the matter for discussion and resolution to the general counsel, city attorney or other head of the legal service of each Party. These individuals shall use their good faith efforts to resolve the Dispute within thirty (30) days, or such longer time as the Parties may agree. Notwithstanding the foregoing, each Party, without waiving any remedy under this Agreement, may seek an injunction or other equitable relief in the court of its choosing, subject to the venue provisions set forth herein, to protect its Confidential Information. 9. INSURANCE; CITY IMMUNITY 9.1 Insurance. At all times during the performance of this Agreement, Verizon, at its sole expense, shall obtain and keep in force, and shall ensure its contractors and agents to obtain and keep in force, the required insurance as set forth in Exhibit [D]. 9.2 Immunity. In no event shall the language in this Section constitute or be construed as a waiver or limitation of the City's rights or defenses with regard to sovereign immunity, governmental immunity, or other official immunities and protections as provided by the federal and state constitutions or by law. 10. INDEMNIFICATION 10.1 Indemnification Obligation. Verizon and City shall indemnify, defend, and hold harmless the other Party, its current and former Affiliates, its and their respective current and former officers, directors, employees, principals (partners, shareholders or holders of an ownership interest, as the case may be), agents, and successors and assigns, from and against any and all liabilities, third Party claims, demands, losses, damages, and expenses (including attorney’s fees and costs as incurred) associated with or incurred as a result of any claim, action, or proceeding brought by a third Party arising out of or relating to such Party’s negligence, recklessness, or willful acts or omissions in performing its obligations under this Agreement that result in personal injury (including death) or damage to tangible property. If any claim is brought against the Indemnitee, the Indemnifying Party shall assume the defense of such claims, with counsel acceptable to the Indemnitee in its reasonable discretion. The Indemnitee shall give the Indemnifying Party such assistance and information as may be reasonably necessary to defend or settle the claim. The first Party to receive notice of a claim will promptly notify the other Party of such claim, and each Party shall furnish the other with a copy of each communication received relating to the claim. 10.2 Notice Obligations. Verizon and City will (i) promptly notify each other of the claim and furnish it with a copy of each communication relating to the claim; (ii) give each other sole authority, at its cost and expense, to defend or settle the claim and to conduct any negotiations related to it; and (iii) give each other such assistance and information as may be reasonably necessary to defend or settle the claim. The parties may select competent counsel STRATEGIC JOINT DEVELOPMENT AGREEMENT PAGE | 10 of its own choice to defend any claim, provided that such counsel does not have a conflict of interest (as defined by applicable court or bar association rules) that the other Party does not waive. 11. ORDER OF PRECEDENCE. The order of precedence between and among this Agreement and its Attachments attached hereto and incorporated herein by reference, with respect to a conflict between the same subject matter, shall be as follows, but provided that the prevailing term shall apply only to (i) the conflicting terms and (ii) the extent necessary to resolve the conflict: a. Attachments affixed hereto; and b. The terms and conditions set forth herein. 12. GENERAL PROVISIONS 12.1 Entire Agreement and Modifications. This Agreement, together with all Attachments hereto, sets forth the entire agreement between the Parties relating to the Collaboration, and supersedes any and all prior or contemporaneous agreements and representations written or oral, of the Parties with respect to the subject matter set forth herein unless such agreements are specifically attached hereto and incorporated herein. No change, amendment to, or modification of this Agreement shall be valid unless set forth in a written instrument signed by both parties. The City acknowledges that the Agreement may require an amendment from time to time to address issues which may arise, including but not limited to unforeseen circumstances, advances in technology, legal matters, and other issues which may result in refinements to the Agreement. Accordingly, the City agrees that the City Manager, as authorized by City Council Resolution No. _________, may make any non-material revisions, amendments or modifications to this Agreement that do not increase the City’s obligations, and are within the scope or subject matter of Agreement or will enhance the ability of the Parties to achieve the objectives of the Agreement. 12.2 Publicity. Marketing, advertising, promotional materials (e.g., marketing collateral) for the purposes of public media release, press releases or other public announcements regarding this Agreement, the activities hereunder, any Amendment or any specific agreement attached hereto, shall be made only after receiving the prior written consent of the other Party, except as required by law, in which case the other Party shall be consulted to the extent reasonably practicable as to the content and timing of such release, announcement or statement. Notwithstanding the foregoing, each Party may generally describe the collaborative nature of the relationship with the other Party in presentations, and proposals. 12.3 Attorneys' Fees. Other than as provided in Sections 10 (Indemnification Obligation) and 5.4(b) (Public Records Act Requests) herein in any suit or proceeding relating to this Agreement each Party shall be responsible for its own costs and fees incurred in connection with the suit or proceeding. 12.4 Independent Contractors. The parties to this Agreement are independent contractors. Neither Party is an agent, representative, or partner of the other Party. Neither Party shall have any right, power, or authority to enter into any agreement for, or on behalf of, or incur STRATEGIC JOINT DEVELOPMENT AGREEMENT PAGE | 11 any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture, or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party. 12.5 Waiver. The failure of either Party to insist upon or enforce performance by the other Party of any provision of this Agreement, or to exercise any right or remedy under this Agreement or otherwise by law, will not be construed as a waiver or relinquishment of such Party's right to assert or rely upon the provision, right, or remedy in that or any other instance; rather the provision, right or remedy will be and remain in full force and effect. 12.6 Notices. Any notice, approval, request, authorization, direction, or other communication under this Agreement shall be given in writing, directed to the addresses of the parties below, and shall be deemed to have been delivered and given for all purposes: (i) on the next business day if delivered by electronic mail, and with return receipt requested; or (ii) on the delivery date if delivered personally to the Party to whom the same is directed; or (iii) one (1) business day after deposit with a commercial overnight carrier with written verification of receipt; or (iv) five (5) business days after the mailing date whether or not actually received, if sent by U.S. mail, return receipt requested, postage and charges prepaid, or any other means of rapid mail delivery for which a receipt is available to the contact at the address of the Party to whom the same is directed. Either Party may from time to time change its address for purposes of this paragraph by giving the other Party notice of the change in accordance with this paragraph. In the case of Verizon: GTE Mobilnet of California Limited Partnership, d/b/a Verizon Wireless 180 Washington Valley Road Bedminster, New Jersey 07921 Attention: Network Real Estate In the case of the City: __________________________ 12.7 Force Majeure. Neither Party shall be deemed in breach of this Agreement if it is prevented from performing any of the obligations under this Agreement by reason of severe weather and storms; levee breaches; earthquakes or other natural occurrences; strikes or other labor unrest; power failures; nuclear or other civil or military emergencies; acts of terrorism; acts of legislative, judicial, executive or administrative authorities; or any other circumstances which are not within its reasonable control. A delay beyond a Party’s control automatically extends the time, in an amount equal to the period of the delay, for that Party to perform the obligation under this Agreement. The parties shall prepare and sign an appropriate document acknowledging any extension of time under this section. 12.8 Compliance with Laws. In performance of their respective obligations under this Agreement, each Party will comply with Applicable Law, rules, regulations, orders and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction. 12.9 No Disqualification. Nothing herein is intended to preclude Verizon or its Affiliates STRATEGIC JOINT DEVELOPMENT AGREEMENT PAGE | 12 from pursuing or bidding on any future City public procurement opportunity or opportunities, and nothing in this Agreement is intended to limit future Verizon proposals in response to City public procurement opportunities for goods or services in any way, provided that any such bids, proposals, responses, or other participation in the submission process by Verizon is consistent with applicable state and local laws, regulations and policies including those relating to conflict of interest and public procurement process. 12.10 Governing Law and Venue. This Agreement and any action related thereto shall be governed, controlled, interpreted and defined by and under the laws of the State of California and the United States, without regard to the conflict of law provisions thereof. Venue for any action under this Agreement shall be: the state and federal courts serving South San Francisco, California. 12.13 Remedies. In addition to any specific remedies listed in this Agreement, the Parties shall have the right to bring any remedy in law or equity to enforce the provision of this Agreement. 12.14 Assignment. The rights and obligations assumed by each of the Parties under this Agreement shall not be assigned or otherwise transferred, in whole or in part, without the written prior consent of the other Party, provided however that either Party may assign this Agreement: (i) to any successor by way of any merger, consolidation, or other corporate reorganization of such Party or sale of all or substantially all of the assets of such Party, provided that such subsidiary or parent or successor assumes or is otherwise fully bound by all of the obligations of the assigning Party under this Agreement; (ii) or in whole or in part to an Affiliate. In cases where prior written consent is not required, the assigning Party shall provide the other Party with notice of such assignment thirty (30 days prior to it becoming effective, with such notice to contain the new entity and contact information. 12.15 Severability. This Agreement will be enforced to the fullest extent permitted by Applicable Law. If any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, then such provision shall be excluded to the extent of such illegality, invalidity or unenforceability; all other provisions hereof shall remain in full force and effect; and, to the extent permitted and possible, the excluded provision shall be deemed replaced by a provision that is valid and enforceable and that comes closest to expressing the intention of such excluded provision. If application of this Severability provision should materially and adversely affect the economic substance of the transactions contemplated hereby, the Party adversely impacted, in its sole discretion, shall have the right to terminate the Agreement upon thirty (30) days advance written notice, provided such notice is given within sixty (60) days of the determination of illegality, invalidity or unenforceability. The foregoing remedies are only available to the adversely impacted Party if the reason for the illegality, invalidity or unenforceability of a term is not due to misconduct of the Party seeking compensation or termination. 12.16 Survival. Sections 5 (Confidentiality; Public Records Act), 7 (Term and Termination), 8 (Dispute Resolution), 10 (Indemnification) and any and all liabilities accrued prior to the effective date of the termination or expiration of this Agreement shall survive expiration or termination of this Agreement for any purpose. STRATEGIC JOINT DEVELOPMENT AGREEMENT PAGE | 13 12.17 Counterparts. The Parties may sign this Agreement in counterparts, each of which will be considered an original, but all of which will constitute the same agreement. Facsimile and portable document format (PDF) signatures shall be binding as if original. 12.18 No Third-Party Beneficiaries. This Agreement and separate agreements created pursuant to this Agreement are solely for the benefit of the City and Verizon, including Verizon Affiliates. They are not intended to benefit any third parties. 12.19 Construction of Document. The Parties acknowledge that this document shall not be construed in favor of or against the drafter by virtue of said Party being the drafter and that this Agreement shall not be construed as a binding offer until signed by both Parties. 12.20 Captions. The captions preceding each section of this Agreement are intended only for convenience of reference and in no way define, limit, or describe the scope of this Agreement or the intent of any provision hereof. 12.21 Authorization. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each Party represents and warrants to the others that the execution and delivery of the Agreement and the performance of such Party's obligations hereunder have been duly authorized. 12.22 Definitions. Whenever used in this Agreement with the initial letter capitalized, the following terms shall have the following meanings. Capitalized terms not otherwise defined herein shall have the meaning based on the context in which the term is used. a. “Affiliates” means an entity controlling, majority-owned, or controlled or under common voting control by one of the Parties, or a contractual or joint venture partner, possessing rights, whether by contract or otherwise, with respect to the respective rights or obligations herein. b. “Agreement” means this Joint Strategic Development Agreement together with Attachments, attached hereto and incorporated herein by reference. c. “Applicable Law” means any international, national, federal, state or local law (statutory, common, civil or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, judgment, order or similar requirement, now or hereafter in effect, enacted, adopted, promulgated, or applied by any governmental authority or entity that is binding upon or applicable to a Party unless expressly specified otherwise. d. “Defaulting Party” means the Party to this Agreement that defaulted as provided for in Section 7 of this Agreement. e. “Master License Agreement” or “MLA” means the Master License Agreement for Small Cell Wireless Facilities attached hereto as Attachment 1 and incorporated herein. f. “Non-Defaulting Party” means the Party to this Agreement that has not defaulted as provided for in Section 7 of this Agreement. STRATEGIC JOINT DEVELOPMENT AGREEMENT PAGE | 14 g. “Term” means the period of time specified in paragraph 7.1. h. “Verizon Trademarks” means any Verizon trademarks, service marks, trade dress, trade names, corporate names, proprietary logos or indicia and other source or business identifiers. i. “Small Cell Facility(ies)” means the equipment and associated structures needed to transmit and/or receive electromagnetic signals as defined in 47 C.F.R. § 1.6002(l). A Small Cell Facility typically includes antennas, supporting structures, enclosures and/or cabinets housing associated equipment, cable, and other accessory equipment. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of __________________________, the Effective Date. VERIZON BUSINESS NETWORK SERVICES INC. By: Name: Title: Date: THE CITY OF SOUTH SAN FRANCISCO By: Name: Title: Date: GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP, d/b/a Verizon Wireless By: Name: Title: Date: APPROVED AS TO FORM By: Name: Title: Date: STRATEGIC JOINT DEVELOPMENT AGREEMENT PAGE | 15 EXHIBIT [A]: SMALL CELL MASTER LICENSE AGREEMENT STRATEGIC JOINT DEVELOPMENT AGREEMENT PAGE | 16 EXHIBIT [B]: [CONDUIT OCCUPANCY AGREEMENT] STRATEGIC JOINT DEVELOPMENT AGREEMENT PAGE | 17 EXHIBIT [C]: COLLABORATION TEAM 1. Executive Sponsors: City Contact (Primary) Name: Tony Barrera Phone #: ______________________________ FAX #: _______________________________ email address: _________________________ City Contact (Secondary) Name: Phone #: ______________________________ FAX #: _______________________________ email address: _________________________ Verizon Contact Name: Dan C. Feldman Phone #: 949-286-2580 FAX #: N/A email address: dan.feldman@verizon.com 2. Relationship Managers: City Contact Name: ______________________________________ Phone #: ______________________________ FAX #: _______________________________ email address: _________________________ City Contact (Secondary) Name: ____________________________________ Phone #: ______________________________ FAX #: _______________________________ email address: _________________________ Verizon Contact Name: John Hatem Phone #: 415-218-8936 FAX #: N/A email address: john.hatem@verizon.com STRATEGIC JOINT DEVELOPMENT AGREEMENT PAGE | 18 EXHIBIT [D]: INSURANCE Verizon shall procure and maintain and shall cause any agents or contractors to procure and maintain substantially the same coverage with substantially the same limits as required of Verizon (Verizon and/or agents and contractors shall be referred to hereinafter, as the context dictates, as “Contractor”), for the duration of the Agreement and any applicable sublicense entered into under and/or pursuant to the Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Verizon or its employees. Scope of Insurance Coverage shall be at least as broad as: 1. Insurance Services Office Commercial General Liability coverage or its substantial equivalent. Limits of Insurance Contractor shall maintain limits of: 1. General Liability: $1,000,000 per occurrence for bodily injury and property damage and $2,000,000 general aggregate. 2. Commercial Automobile Liability with combined single limit of $1,000,000 each accident for bodily injury and property damage covering all owned, non-owned and hired vehicles. Other Insurance Provisions The general liability and automobile liability policies are to contain, the following provisions: 1. The City, its officers, employees and volunteers shall be included as additional insureds as their interest may appear under this Agreement as respects: liability arising out of activities performed by contractor; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; or automobiles owned, leased or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees or volunteers. 2. For any claims related to this project, the Contractor’s insurance coverage shall be primary insurance as respects the City, its officers, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it. 3. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. 4. The Contractor’s insurance shall apply separately to each insured against whom claim is STRATEGIC JOINT DEVELOPMENT AGREEMENT PAGE | 19 made or suit is brought, except with respect to the limits of the insurer’s liability. Acceptability for Insurers Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A-, unless otherwise acceptable to the City. Verification of Coverage Contractor shall furnish the City with original certificate of insurance evidencing coverage required by this clause. The certificates are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates are to be received and approved by the City before work commences. Subcontractors Contractor shall require any subcontractors to obtain and maintain substantially the same coverage with substantially the same limits as required by Contract. 3635906.2 - 1 - CONDUIT OCCUPANCY AGREEMENT THIS CONDUIT OCCUPANCY AGREEMENT (“COA”), is made and entered into on ____________ __, 2020 (“Commencement Date”), by and between the City of South San Francisco, a charter municipal corporation (“City”), and MCImetro Access Transmission Services Corp. d/b/a Verizon Access Transmission Services, a Delaware corporation, with its principal offices at One Verizon Way, Basking Ridge, New Jersey, 07920 (“MCImetro”). When referring herein to City and MCImetro, each are deemed a “Party” or ‘party” and collectively, the “Parties” or “Parties.” RECITALS 1. MCImetro is an affiliate of Verizon Business Network Services Inc. (“VBNS”). 2. City and VBNS entered into a Strategic Joint Development Agreement (“SJDA”) on ____________ __, 2020. 3. The terms and conditions of this COA are not intended to replace, modify or supersede the terms and conditions of the SJDA, and in the event of a conflict between the terms and conditions of this COA and the SJDA, the terms of this COA shall control only with respect to the intentions of the Parties contemplated in this COA. Where the terms of the SJDA are incorporated into and applicable to this COA, in the event of the expiration or termination of the SJDA, such incorporated terms shall continue to be applicable under this COA. 4. MCImetro desires to place and maintain underground communications facilities in the City Conduit System (as such term is defined below) in existence as of July 31, 2020, subject to the terms and conditions of this COA. 5. MCImetro intends to install fiber optic cable aerially attached to poles and in City Conduits that are in existence as of July 31, 2020. 6. The City desires to permit MCImetro to utilize its Conduit System and City Conduit Segments (as such term is defined below) that are in existence as of July 3 1, 2020, for the purposes described above and subject to the terms of this COA. NOW THEREFORE, in consideration of the mutual covenants, terms and conditions herein contained, the parties do hereby mutually covenant and agree as follows: - 2 - TERMS AND CONDITIONS The Recitals set forth in this COA are part of the terms and conditions of this COA. I. DEFINITIONS In addition to terms defined elsewhere in this COA or the SJDA, as used in this COA: 1.1 “Access Point” means a handhole, manhole, pedestal, vault or terminal used to access a Conduit Segment. 1.2 “City Conduit Segment” means an existing Conduit Segment owned by the City as of July 31, 2020. Future City Conduit Segments (as defined below) are not included. 1.3 “City Conduit System” means the existing Conduit System owned by the City as of July 31, 2020. Future City Conduit Segments (as defined below) are not included. 1.4 “Conduit” means a structure, which may consist of PVC, HDPE and other materials, usually underground, containing one or more Ducts (as defined below) or other forms of pathways. 1.5 “Conduit Occupancy” means occupancy of a Conduit System by fiber optic cable (as defined below). 1.6 “Conduit Segment” means a portion of Conduit in the existing Conduit System identified by A and B end-points using lat./long. measurements with supporting as-built data: station numbering and Access Points. 1.7 “Conduit System” means any combination of Conduit Segments and Access Points, joined to form an integrated whole, owned solely or in part by City. 1.8 “Duct” means a single enclosed raceway for wire conductors or cables. 1.9 “Future City Conduit Segments” means any Conduit Segment(s) installed or becoming owned by the City after July 31, 2020. 1.10 “Make-Ready Work” means all work, including, but not limited to, rearrangement and/or transfer of existing facilities, required to accommodate MCImetro's Communications Facilities in a Conduit System as well as placement of innerducts, Access Points and cable. - 3 - 1.11 “MCImetro's Communications Facilities” means all facilities owned by MCImetro, including, but not limited to, cables, equipment and structures (including but not limited to, vaults, Maintenance Holes and Handholes (as such terms are defined below) installed by MCImetro and utilized by MCImetro in the Conduit System. 1.12 “Term” is defined in Section 4.1.1 of this COA. 1.13 “Force Majeure” means an unforeseen circumstance that is beyond a party’s control and unable to be avoided or mitigated by that party’s best efforts, such as unforeseen circumstances caused by fire, flood, pandemic, explosion, war, embargo, government requirement, civil or military authority, or an act of God. 2. CONSIDERATION The consideration provided by the Parties to this COA is set forth in the SJDA or as otherwise set forth in this COA or an amendment hereto. In the event of an Extension Term (as defined below), consideration for the use of the Conduit Segments for the first year of the Extension Term will be calculated at the initial rate equal to Two Dollars ($2.00) per linear foot per year as adjusted by an escalator equal to the percentage change in the U.S. Department of Labor, Bureau of Labor Statistics Consumer Price Index for All Urban Consumers (“CPI”) that occurred during the Term (defined below) of this COA. The initial rate for the first year of the Extension Term shall be subsequently adjusted by CPI annually on each anniversary of the Commencement Date during the Extension Term by the amount of any percentage increase in the CPI for the prior twelve (12) month period. If the Parties later agree that MCImetro may use any Future Conduit Segments, the rate for use of any Future Conduit Segments will be separately negotiated by the Parties as a part of a separate amendment to this Agreement to include the Future Conduit Segments. 3. CITY CONDUIT USAGE BY MCIMETRO 3.1 Conduit License, Use and Maintenance 3.1.1 During the Term of this COA, City grants to MCImetro a non-exclusive license for MCImetro to place MCImetro's Communications Facilities in City Conduit Segments within the City Conduit System as set forth in Exhibit A.1 to this COA subject to the terms and conditions of this COA and the following: (a) The total linear feet of conduit provided by City in such City Conduit Segments shall be at least 16,695 feet. (b) The width of the conduit made available to MCImetro in each City Conduit Segment shall not be less than one and a half (1.5) inches but shall be provided as they are available and in as-is condition. - 4 - (c) MCImetro may in its discretion place one or more innerducts in City Conduit Segments, provided there is sufficient space for placement of such innerducts without harming existing City facilities already occupying a City Conduit Segment. (d) MCImetro may place Access Points in City Conduit Segments subject to obtaining an encroachment permit for each proposed location in accordance with all City standards including standards on restoration of premises. (e) For unoccupied conduit two (2) inches or less in City Conduit Segment, MCImetro will have full and exclusive use of the conduit. (f) For occupied conduit two (2) inches or less in City Conduit Segment, MCImetro will have exclusive use of any remaining capacity. (g) For occupied and unoccupied conduit greater than two (2) inches in City Conduit Segment, MCImetro will fill the conduit to capacity with one and a half (1.5) inches of innerduct and fill one (1) innerduct. The remainder of the space in the conduit shall be reserved for City use. (h) If an area within the City’s Conduit System contains multiple Conduit Segments located along the same route, MCImetro’s use of the Conduit Segment in that area shall be limited to one (1) conduit only consisting either of: one (1) unoccupied or occupied conduit that is two (2) inches or less, or alternatively, one (1) occupied or unoccupied conduit up to one and a half (1.5) inches of innerduct and one innerduct only, in accordance with (e) – (g) above. The remainder of the Conduit Segments shall be reserved for City use. (i) City shall not place electrical cable in any innerduct occupied by MCImetro in City Conduit Segment. (j) City will permit MCImetro to submit “bulk” permit applications in accordance with the provisions of the SJDA. (k) The conduits provided by City in the City Conduit System are provided in as-is, where-is conditions. City shall not be responsible or become liable to MCImetro and/or VBNS for any claims, damages, liabilities or in any manner for the conditions or circumstances relating to the conduits at the time the conduits are made available to MCImetro. City’s responsibilities set forth in section 3.1.5 below with respect to its Conduit Segments shall not arise until after MCImetro’s Communications Facilities have been placed and become operational in respective Conduit Segments. 3.1.2 Exhibit A.1 shall be revised by the Parties from time-to-time as needed and mutually agreed as MCImetro’s Communication Facilities are installed or modified - 5 - in the Conduit System. Revisions to Exhibit A.1 shall be deemed attached to this COA without requirement for the Parties to enter into an amendment to this COA. MCImetro’s Communications Facilities and Conduit Segments owned by MCImetro shall be clearly labelled and separated from City’s Conduit System. 3.1.3 No use, however extended, of the City Conduit System by MCImetro shall create or vest in MCImetro any easements or any other ownership or other form of property rights of any nature in the City Conduit System. Except as otherwise set forth in this COA, no placement of MCImetro’s Communications Facilities in the City Conduit System creates or vests in City or any third party any ownership, other form of property rights or rights to access or use MCImetro’s Communications Facilities. 3.1.4 City may not permit any third party to place its facilities in any innerduct within a City Conduit Segment where MCImetro has placed its Communications Facilities. 3.1.5 Except as provided in section 3.1.1(k) above, City is responsible for the maintenance and repair of the City Conduit System including Conduit occupied by MCImetro pursuant to this COA during its Term. When City is performing maintenance and repairs to the City Conduit System, it shall use all commercially reasonable efforts not to impair or damage MCImetro’s Communications Facilities. City shall notify MCImetro at 1-800-MCI-WORK of planned or emergency City Conduit System maintenance and repairs that would involve having any exposed City Conduit to enable MCImetro, at its option, to observe and inspect such work by City, its employees, representatives, agents or contractors. 3.1.6 City shall provide and staff a stand-by telephone number for MCImetro to notify City of instances where a repair to the City Conduit System may be necessary. To the extent feasible based on available staffing and resources, City shall make reasonable efforts to assess the repairs required within forty-eight (48) hours (or two (2) business days if over the weekend) of becoming aware of the need for any repairs to the City Conduit System where MCImetro’s Communications Facilities are being hindered or damaged due to damage to the City Conduit System. To the extent feasible based on available staffing and resources, City shall make reasonable efforts to initiate repairs to the City Conduit System within forty-eight (48) hours (or two (2) business days if over the weekend) of completing the initial assessment. Except as provided below, any repairs to the City Conduit System will be at City’s cost and expense unless the repair involves the damage resulted from MCImetro’s negligence, omission or willful conduct, in which case MCImetro shall reimburse the City for all costs and expenses of performing the repair work. b. If MCImetro requests the City to initiate the initial assessment or provide subsequent repairs sooner than the timeframes outlined above in this section, and the City is unable to carry out the assessment or repairs sooner than the timeframes outlined above, MCImetro may make the necessary assessment and repairs, at its option and - 6 - subject to a City-approved encroachment permit, at MCImetro’s sole cost and expense. However, if the repair work involves repairing a Conduit Segment(s) occupied by both City and MCImetro, City agrees to share the cost of such repair work, excluding any amount based on a holiday or expedited project rate, with MCImetro for such conduit(s) jointly occupied by both Parties. c. The City’s maintenance/repair responsibilities provided for in this section 3.1.6 does not extend to any fiber/SIC cables within the City Conduit System and each Party shall bear its own responsibility in maintenance and repairing their own fiber/SIC cables. However, notwithstanding the foregoing, if MCImetro and City are jointly occupying the same Conduit Segment and both Parties’ fiber and SIC cables are in need of repair, then MCImetro shall, if requested by the City, be responsible for retaining a contractor or provider to repair both Parties’ fiber and SIC cables, and in such case the City agrees to reimburse MCImetro for the cost of repair attributable to the City’s fiber and SIC cables only and upon receipt of an invoice from MCImetro. 3.1.7 City shall control all access to the City Conduit System. MCImetro may access City Conduit Segments for the purpose of locating MCImetro’s Communications Facilities pursuant to a City approved encroachment permit. MCImetro will notify City not less than twenty-four (24) hours in advance before entering the City Conduit System to perform non-emergency work operations. Such operations shall be conducted during normal business hours except as otherwise agreed to by the parties. The notice shall state the general nature of the work to be performed. Upon receipt of such notice, City will permit unescorted access in accordance with MCImetro’s request and compliance with City’s encroachment permit process as set forth in applicable City Code. 3.2 Specifications. 3.2.1 MCImetro's Communications Facilities shall be placed and maintained on or in the City Conduit System in accordance with the requirements and specifications of the current editions of the National Electrical Code (NEC), the National Electrical Safety Code (NESC), and the rules and regulations of the Occupational Safety and Health Act (OSHA) and any governing authority having jurisdiction over the subject matter. Except as stated herein, where a difference in specifications may exist, the more stringent shall apply. 3.2.2 If any part of MCImetro's Communications Facilities are not placed and maintained in accordance with the provisions of this COA, and MCImetro has not corrected the violation within twenty (20) working days after receipt of written notice thereof from City, MCImetro shall pay City a penalty rate in the sum equal to ten percent (10%) of the annual value of the City Conduit Segment occupied by MCImetro's Communications Facilities at the time of the violation, per week of violation; provided, however, that if MCImetro provides City with written notice at least ten (10) days prior to the expiration of the twenty (20) day time period detailing the reasons for its inability to cure the violation within said twenty (20) day period, then, upon the consent of City, - 7 - which consent shall not be unreasonably withheld or delayed, the time for curing such violation shall be extended for such period of time as may be reasonably necessary to cure the violation. If, upon the expiration of the twenty (20) day time period or the extended time period approved by City, and MCImetro has not corrected the violation nor provided additional written notice to the City requesting additional extension of time, MCImetro shall pay City a penalty rate in the sum equal to twenty (20%) of the annual value of the City Conduit Segment occupied by MCImetro's Communications Facilities at the time of the violation per week of violation. Notwithstanding the provisions of this Section 3.2.2, when, in the reasonable determination of City, such violation poses an immediate threat to the health or safety of City's employees or the public, interferes with the performance of City's then existing and current service requirements, or poses an immediate threat to the physical integrity of the City Conduit System, City may perform such work and/or take such action as it deems necessary in its reasonable judgment to correct the violation without first giving written notice to MCImetro. As soon as practicable thereafter, City will advise MCImetro in writing of the work performed or the action taken and will endeavor to arrange for re- accommodation of MCImetro's Communications Facilities so affected. MCImetro shall be responsible for paying City for any actual and verifiable costs incurred by City for all work, action and re-accommodation performed by City under this Section 3.2.2. 3.3. Legal Requirements 3.3.1 MCImetro shall be responsible for obtaining all required governmental permits and authorizations, including paying all fees associated with such permits and authorizations, to construct, operate and/or maintain MCImetro’s Communications Facilities in the City Conduit System. 3.3.2 The Parties shall at all times observe and comply with the provisions of this COA and all applicable laws, ordinances and regulations in effect which in any manner affect the rights and obligations of the parties hereto under the provisions of this COA. 3.4. Make-Ready Work 3.4.1 A survey jointly-conducted by City and MCImetro may be required to determine the condition of a City Conduit Segment being provided to MCImetro for placement of MCImetro’s Communications Facilities. A representative of City may accompany MCImetro’s representative on the field inspection portion of such survey. 3.4.2 MCImetro shall be responsible for all Make-Ready Work at its sole expense, provided that MCImetro shall only be obligated to perform Make-Ready Work to accommodate MCImetro’s Communications Facilities in the City Conduit System. If MCImetro Make-Ready Work requires cutting and removing existing non-MCImetro cable in a City Conduit Segment, then the MCImetro shall be responsible for cutting and - 8 - removing such cable or shall have an inspector on site monitoring the cutting and removal of such cable. MCImetro shall repair and restore all non-MCImetro cable that were removed or cut for such Make-Ready Work to its original condition after the Make- Ready Work is complete. Any Make-Ready Work needed for the City’s or a third- party’s use of the City Conduit System shall not be the responsibility of MCImetro. 3.5 Construction, Relocation and Removal of Communications Facilities 3.5.1 MCImetro shall, at its own expense, construct and maintain MCImetro’s Communications Facilities in the City’s Conduit System in a safe condition and in a manner reasonably acceptable to City, so as not to physically conflict or electrically interfere with the facilities attached thereon or placed therein by City or any other MCImetro or permitted user of City. Placement of MCImetro Access Points in the City’s Conduit System shall be done in a way that they would not interfere with ADA ramps or intersection geometry impacting future signal maintenance. 3.5.2 MCImetro shall comply with the requirements of applicable City code and regulations before MCImetro may install, remove or provide maintenance of MCImetro’s Communication Facilities in the City Conduit System. In the event of an emergency resulting in a customer service outage, MCImetro is permitted immediate access to MCImetro’s Communications Facilities in the City Conduit System upon advanced telephonic notice to the City via the phone number listed in Section 3.5.3, provided that it will obtain a City-issued encroachment permit for the repair work from the City as soon as possible thereafter. 3.5.3 Each Party’s Access Points shall be opened only as permitted by the Party's authorized employees or agents. MCImetro may request access to City's Access Points in an emergency by calling City's Public Works Standby phone number at 650- 333-2265. City's authorized employee or agent shall have the authority to suspend MCImetro's work operations in and around City's Conduit System if, in the reasonable discretion of said employee or agent, any hazardous conditions arise, any unsafe practices are being followed, or the work may adversely affect City's Conduit System. The presence of City's authorized employee or agent is for the protection of City's facilities and shall not relieve MCImetro of its responsibility to conduct all of its work operations in and around City's Access Points in a safe and workmanlike manner, in accordance with the terms of this COA. 3.5.4 If the City needs to use a certain portion of a City Conduit Segment(s) for its municipal operations or a future public facilities upgrade, then the City may require MCImetro to relocate its Communications Facilities. In the event MCImetro is required to relocate MCImetro’s Communications Facilities occupying a City Conduit Segment, City shall provide MCImetro with at least ninety (90) days' advance written notice of the need for such relocation. If such relocation is to accommodate the facilities of a third party (other than a governmental entity requiring such relocation exclusively for a governmental administration purposes), City agrees that MCImetro shall be required to - 9 - undertake such relocation only at the sole cost and expense of the third party, provided in no event will MCImetro be required to relocate its Communications Facilities for use by a third party telecommunications provider. In relocating MCImetro’s Communications Facilities as required by City, MCImetro shall use all commercially reasonable efforts to perform such work according to the schedule established by City, subject to force majeure and events beyond the control of MCImetro. 3.5.5 MCImetro, at its expense, will remove MCImetro’s Communications Facilities from City Conduit Segments within ninety (90) days after termination of MCImetro’s right to occupy such Conduit Segment, or with the permission of City, MCImetro may abandon in place all or part of MCImetro’s Communications Facilities in such affected City Conduit Segments. If MCImetro fails to remove MCImetro’s Communications Facilities within such ninety (90) day period or other such period agreed upon between the Parties, City shall have the right to remove such facilities at MCImetro's expense and without any liability on the part of City for damage to such facilities and/or without any liability for any interruption of MCImetro's services. Section 4. GENERAL TERMS. 4.1 Term and Termination. 4.1.1 The term (“Term”) of this COA shall be twenty (20) years beginning on the Commencement Date. Either Party may elect not to renew this COA or to further extend its term by providing One Hundred and Eighty (180) Days’ written notice to the other Party; however, failure to provide such notice does not constitute an automatic renewal of the Term and the Term of this COA may only be extended prior to the expiration of the COA via a written amendment signed by the Parties. Any extension of the Term shall be an “Extension Term”. 4.1.2 MCImetro may, at any time, terminate its license with respect to the occupancy of all or a portion of the City’s Conduit System by providing Ninety (90) day written notice to the City. 4.1.3 Actions by the Parties Related to Termination. (a) In the event of a termination of this COA and the SJDA: (a) MCImetro shall, abandon in place all MCImetro Communications Facilities in the City’s Conduit System for the City’s use or disposal, provided that the City would not be permitted to access MCImetro’s service or network via said Communication Facilities. (b) In the event of a termination of this COA by either Party as a result of a breach of the terms of this COA by the other Party and such breach has not been cured as reasonably required by the non-breaching Party, the termination actions of each party set forth in this Section 4.1.3 shall apply. - 10 - 4.2 Liability and Damages. 4.2.1 MCImetro, its employees, agents, representatives and contractors, shall exercise reasonable care to avoid damaging the facilities of City and of others occupying City Conduit Segments occupied by MCImetro, and MCImetro shall make an immediate report to City of the occurrence of any such damage caused by MCImetro's employees, representatives, agents or contractors. MCImetro shall repair all damage or reimburse City for all reasonable costs incurred by City for the physical repair of such facilities damaged by MCImetro, its employees, agents, representatives or contractors. 4.2.2 City, its employees, agents, representatives and contractors, shall exercise reasonable care to avoid damaging MCImetro's Communications Facilities, and City shall make an immediate report to MCImetro of the occurrence of any such damage caused by its employees, agents, representatives or contractors. City agrees to reimburse MCImetro for all reasonable costs incurred by MCImetro for the repair of such facilities damaged by City, its employees, agents, representatives or contractors. 4.2.3 Confidentiality/Public Records Act. The terms of Section 5 of the SJDA are hereby incorporated by reference and applicable to this COA. 4.2.4 Dispute Resolution. The terms of Section 8 of the SJDA are hereby incorporated by reference and applicable to this COA. 4.2.5 Insurance; City Immunity. The terms of Section 9 of the SJDA are hereby incorporated by reference and applicable to this COA. 4.2.6 Indemnification. The terms of Section 10 of the SJDA are hereby incorporated by reference and applicable to this COA. 4.2.8 General Provisions. The terms of Section 12 of the SJDA, except as to the specific parties to receive notice as set forth in Section 12.6, are hereby incorporated by reference and applicable to this COA. 4.2.9 Notices. The specific persons to receive notice for this COA under the provisions of Section 12.6 of the SJDA are as follows: For MCImetro: MCImetro 400 International Parkway Richardson, TX 75082 Attn: Network Engineering - 11 - For City: [SIGNATURES ON THE FOLLOWING PAGE] - 12 - IN WITNESS WHEREOF, the parties hereto have executed this COA in duplicate as of the day and year first above written. MCIMETRO ACCESS TRANSMISSION SERVICES CORP. By: Name: Title: Date: THE CITY OF SOUTH SAN FRANCISCO By: Name: Title: Date: APPROVED AS TO FORM By: Name: Title: ATTEST By: Name: Title: - 13 - EXHIBIT A.1 CITY CONDUIT SEGMENTS PROVIDED TO MCIMETRO 3635917.2 12/1/2020 CITY OF SOUTH SAN FRANCISCO MASTER LICENSE FOR SMALL CELL WIRELESS FACILITIES between THE CITY OF SOUTH SAN FRANCISCO and GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP, d/b/a VERIZON For City of South San Francisco Pole License Program in South San Francisco, California Effective as of , 20_______ TABLE OF CONTENTS Page 1 PURPOSE, DEFINITIONS, AND BASIC LICENSE INFORMATION 1 1.1 Purpose 1 1.1.1 Master License 1 1.1.2 Pole Licenses 2 1.1.3 Non-City Poles 2 1.2 Basic License Information 2 1.3 Definitions 2 2 SCOPE OF LICENSE 5 2.1 License Areas 5 2.1.1 Issuance of Pole Licenses 5 2.1.2 No Competing Licenses 5 2.1.3 Limitation on Scope 5 2.2 No Property Interest in License Area or City Poles 5 2.2.1 Limited Interest. 5 2.2.2 Limited Rights 5 2.2.3 No Impediment to Municipal Use 6 2.3 Signs and Advertising 6 2.4 Light and Air 6 2.5 As-Is Condition of the License Area 6 2.5.1 As-Is Condition 6 2.5.2 Licensee Due Diligence 6 2.5.3 No City Representations or Warranties 6 2.5.4 Disclosure 6 3 TERM 7 3.1 Term of Master License and Pole Licenses 7 3.1.1 Term 7 3.1.2 Minimum Term for License Fee Purposes 7 4 LICENSE FEES; ADDITIONAL FEES; AND OTHER CHARGES 7 4.1 Commencement Date and Pole License Effective Date 7 4.1.1 Definition 7 4.1.2 Acknowledgment Letter 7 4.1.3 City Demand for Acknowledgment Letter 8 4.1.4 Correct Commencement Date. 8 4.1.5 Countersigned Acknowledgment Letter 8 4.2 License Fees 8 4.2.1 License Fee Schedule 8 4.2.2 Amount of License Fee 8 4.2.3 In-Lieu Public Benefits 8 4.2.4 Due Dates 9 4.3 Adjustments in License Fee 9 4.4 Late Charge 9 4.5 Default Interest 9 4.6 Pole License Administrative Processing Payments 9 4.6.1 Initial Payment 9 4.6.2 Account 10 4.6.3 Subsequent Payments 10 4.6.4 Early Termination 10 4.6.5 Refunding of Excess Amounts 10 4.6.6 Other City Permit and Regulatory Fees 10 4.7 Additional Fees 11 4.7.1 Defined 11 4.7.2 Exclusions 11 4.8 Manner of Payment 11 4.9 Reasonableness of Liquidated Charges and Fees 11 5 USE RESTRICTIONS 11 5.1 Permitted Use 11 5.2 No Illegal Uses or Nuisances 12 6 POLE LICENSE APPROVALS 12 6.1 City Approval Required 12 6.1.1 City Rights Superior 12 6.1.2 Changes in Application 12 6.1.3 Consultation with the Planning Division 13 6.2 Regulatory Approval Required. 13 6.3 Pole License Application 13 6.4 Pole License Application Review Process 13 6.5 Administrative Payments 14 6.6 Pole License Approval 14 7 INSTALLATION OF EQUIPMENT 14 7.1 Approved Plans and Specifications 14 7.1.1 Strict Compliance Required 14 7.1.2 Identification and Other Signage 14 7.1.3 Required Changes 14 7.1.4 Corrections 15 7.2 Installation 15 7.3 Cost of Labor and Materials 15 7.4 No Alteration of City’s Existing Equipment or Infrastructure 15 7.5 Standard of Work 15 7.6 Project Manager 16 7.7 Coordination of Work 16 7.8 Installation; Parking Regulations 16 8 ALTERATIONS 16 8.1 Licensee’s Alterations 16 8.2 Title to Improvements and Removal of Licensee’s Equipment 16 9 CITY WORK ON POLES 17 9.1 City Repairs, Maintenance, and Alterations 17 9.2 Notice to Licensee 17 9.3 Licensee’s On-Call Representative 17 9.4 Emergencies 17 10 LICENSEE’S MAINTENANCE AND REPAIR OBLIGATIONS. 18 10.1 Damage to City Property 18 10.2 Alterations to City Property 18 10.3 No Right to Repair City Property 18 10.4 Notice of Damage to City Property 18 10.5 Licensee’s Equipment 18 10.5.1 Maintenance and Repair 18 10.5.2 City Approval 18 10.5.3 Graffiti 19 10.6 Standard of Work 19 11 LIENS 19 12 UTILITIES; TAXES AND ASSESSMENTS 19 12.1 Utilities 19 12.2 Taxes and Assessments 19 12.2.1 Possessory Interest Taxes 19 12.2.2 Licensee’s Obligation if Assessed 20 12.2.3 Taxes on Equipment 20 13 COMPLIANCE WITH LAWS 20 13.1 Requirement 20 13.1.1 Current Laws 20 13.2 Personnel Safety Training 20 13.2.1 CPUC Certification 20 13.2.2 Licensee’s Indemnity 21 13.2.3 City’s Indemnity 21 13.3 Compliance with CPUC General Order 95 21 13.4 Compliance with Electric Codes 21 13.5 City’s Exercise of its Proprietary Interests 21 13.6 Regulatory Approvals. 22 13.7 Radiofrequency Radiation and Electromagnetic Fields 22 13.8 Compliance with City’s Risk Management Requirements 22 14 DAMAGE OR DESTRUCTION 22 14.1 No Statutory Rights for Damaged City Pole 22 14.2 Licensee’s Rights after Termination 23 15 ASSIGNMENT 23 15.1 Restriction on Assignment 23 15.2 Notice of Proposed Assignment 23 15.3 City Response 23 15.3.1 Timing 23 15.3.2 Effect of Default 23 15.4 Effect of Assignment 23 15.5 Assumption by Transferee 24 15.6 Permitted Assignment 24 15.6.1 Defined 24 15.6.2 Conditions 24 15.6.3 Licensee Carrier Customers 24 16 DEFAULT 25 16.1 Events of Default by Licensee 25 16.1.1 Nonpayment of Fees 25 16.1.2 Lapsed Regulatory Approvals 25 16.1.3 Prohibited Assignment 25 16.1.4 Interference with City 25 16.1.5 Failure to Maintain Insurance 25 16.1.6 Failure to Cure 25 16.1.7 Other Terms 25 16.1.8 Abandonment 25 16.1.9 Insolvency 26 16.2 City’s Remedies 26 16.2.1 Continuation of License 26 16.2.2 Termination of Pole License 26 16.2.3 Termination of Master License 26 16.2.4 Default Fees 26 16.3 Licensee’s Remedy for City Defaults 27 16.4 Cumulative Rights and Remedies 27 17 LICENSEE’S INDEMNITY 27 17.1 Scope of Indemnity 27 17.2 Indemnification Obligations 27 18 INSURANCE 28 18.1 Licensee’s Insurance 28 18.1.1 Coverage Amounts 28 18.1.2 Required Endorsements 28 18.1.3 Notice of Cancellation 28 18.1.4 Claims-Made Policies 28 18.1.5 General Aggregate Limit 29 18.1.6 Certificates 29 18.1.7 Insurance Does Not Limit Indemnity 29 18.1.8 Right to Terminate 29 18.1.9 Ratings 29 18.1.10 Effective Dates 29 18.1.11 Self-Insurance Alternative 29 18.1.12 Excess/Umbrella Insurance 29 18.2 Insurance of Licensee’s Property 29 18.3 City’s Insurance 29 18.4 Waiver of Subrogation 30 18.5 Contractors’ Bonds and Insurance 30 19 LIMITATION OF CITY’S LIABILITY 30 19.1 General Limitation on City’s Liability 30 19.2 Consequential Damages 30 19.3 No Relocation Assistance 31 19.4 Non-Liability of City Officials, Employees, and Agents. 31 19.5 Scope of Waivers 31 20 CITY ACCESS TO LICENSE AREA 31 20.1 City’s Right of Access 31 20.2 Emergency Access 31 20.3 No Liability for Emergency Access 32 21 REQUIRED RECORDS 32 21.1 Records of Account 32 21.2 Estoppel Certificates 32 21.3 Regulatory and Bankruptcy Records 32 21.3.1 Copies for City Records 32 21.3.2 Production of Documents 33 22 RULES AND REGULATIONS 33 23 FINANCIAL ASSURANCES 33 23.1 Security Deposit, Bond or Other Form of Financial Assurance 33 24 SURRENDER OF LICENSE AREA 33 24.1 Surrender 33 24.1.1 Obligations Upon Surrender 33 24.1.2 Equipment Abandoned After Termination 33 24.2 Holding Over 34 24.2.1 With Consent. 34 24.2.2 Without Consent 34 25 HAZARDOUS MATERIALS 34 25.1 Hazardous Materials in License Area 34 25.2 Licensee’s Environmental Indemnity 34 26 SPECIAL PROVISIONS 35 26.1 Early Termination by Either Party 35 26.2 Licensee’s Termination Rights 35 26.2.1 No-Fault Termination of Master License 35 26.2.2 Pole License Termination 35 26.2.3 Master License Termination 35 26.2.4 Interference Caused by City Work 35 26.3 City’s Termination Rights 35 26.3.1 Absolute Right to Terminate Pole Licenses 35 26.3.2 Removal of Equipment 36 26.3.3 City Pole Removal 36 26.3.4 Replacement, Relocation, or Upgrading of City Poles 37 26.4 Licensee’s Rights after Termination 37 26.5 Special Remedies for Interference with Operations 37 26.5.1 Licensee’s Obligation Not to Cause Interference 37 26.5.2 Impairment Caused by Change in City Use 38 26.5.3 Impairment Caused by City Access 38 27 GENERAL PROVISIONS 38 27.1 Notices 38 27.1.1 Writings Required 39 27.1.2 Manner of Delivery 39 27.1.3 Effective Date of Notices 39 27.1.4 Special Requirements 39 27.2 No Implied Waiver 39 27.3 Amendments 39 27.4 Interpretation of Licenses 39 27.4.1 General 39 27.4.2 Multi-party Licensee 40 27.4.3 Captions 40 27.4.4 Time for Performance 40 27.4.5 City Actions 40 27.4.6 Words of Inclusion 40 27.4.7 Laws 40 27.5 Successors and Assigns 40 27.6 Brokers 40 27.7 Severability 41 27.8 Governing Law and Venue 41 27.9 Entire Agreement 41 27.10 Time of Essence 41 27.11 Survival 41 27.12 Recording 41 27.13 Counterparts 41 27.14 Cooperative Drafting 42 27.15 Authority to Approve Agreement 42 27.16 Conflicts of Interest 42 27.17 Included Exhibits and Schedules 42 EXHIBIT A Form of Pole License Agreement Exhibit A1 – Licensee’s Plans and Specifications Exhibit A-2 – Form of Acknowledgement Letter Exhibit A-3 – License Fee and Default Fee Schedule Exhibit A-4 – City Installation Guidelines EXHIBIT B Requirements for License Equipment [Remainder of page intentionally left blank.] BASIC LICENSE INFORMATION City: City of South San Francisco, a California municipal corporation Licensee: GTE Mobilnet of California Limited Partnership, a California limited partnership, d/b/a Verizon Term (§ 3.1.1): Ten (10) years commencing on the first day of the month after the date the parties have fully executed this Master License and ending at midnight on the last day of the term, unless earlier terminated. The Term shall be renewable for two (2) subsequent five (5)-year intervals, subject to each parties’ option to not renew the Master License after the expiration of the initial ten (10) year term of the Master License, for any reason, upon one hundred and eighty (180) days’ written notice to the other party. Master License Effective Date (§ 3.1.1): The first day of the month after the date the parties have fully executed this Master License. Pole License Effective Date (§ 3.1.1): For each individual Pole License under the Master License, the date on which Licensee has obtained all applicable and necessary Regulatory Approvals following upon the parties fully executing the Pole License. Master License and Pole License Expiration Date: For the Master License, the tenth anniversary of the Master License Effective Date, unless otherwise renewed or extended. For the Pole License, six months from the execution of the Pole License, if Licensee fails to obtain all applicable and necessary Regulatory Approvals within that six months. If Licensee obtains all applicable and necessary Regulatory Approvals after the Pole License is executed, the Pole License shall remain effective from the Pole License Effective Date until the last day of the Pole License term or the earlier termination of the Master License. Pole License Commencement Date (§ 4.1); Pole License Effective Date (§ 4.1); Acknowledgment Letter (§ 4.1.2): For each Pole License, the Commencement Date is the first day of the month after the Pole License Effective Date. The Pole License Effective Date is the date on which Licensee has obtained all Regulatory Approvals. The City will confirm the Commencement Date for each Pole License in the countersigned Acknowledgment Letter. License Fee Commencement Date § 4.2); License Fee Rate (§ 4.2.1): After the Commencement Date, Licensee will be obligated to pay City an annual License Fee at the rate in effective at the time of full execution of the Pole License, as specified in the current License Fee schedule as adopted by the City Council, unless Licensee is eligible to receive a Pole- Replacement Discount or the City Council has approved in-lieu benefits. City will provide the License Fee schedule for each Pole License with the signed Acknowledgment Letter, and the schedule will be deemed to be attached to the Pole License as Exhibit A-3. License Fee Adjustment Dates (§ 4.3): License Fee rates will be increased by the percentage amount set forth in the City’s most current master fee schedule. This annual adjustment is equal to the percentage change in the U.S. Department of Labor, Bureau of Labor Statistics Consumer Price Index for All Urban Consumers (“CPI”) that occurred during the previous one-year period, as reflected in the City’s most current master fee schedule. Pole License Administrative Payments (§ 4.6): $1,000 per Standard City Pole, to be delivered with Licensee’s application for each Pole License. This initial payment, and any necessary replenishment(s) thereof under Section 4.6.3, will be used to cover the City’s costs to review and administer the application process upon delivery of each Pole License application. Permitted Use (§ 5.1): Installation, operation, and maintenance of Equipment on the License Area specified in each Pole License and no other location. Prohibited Use: Use of the License Area for any other purpose without City’s prior consent is prohibited. Equipment installation (Art. 7): All Equipment to be installed on the License Area is subject to City’s final approval through the applicable Pole License, as provided in Article 7. Licensee shall install Equipment at its sole cost only at the Pole Locations specified in each Pole License. Utilities (§ 12.1): Licensee shall be solely responsible for obtaining and maintaining the provision of electricity to Licensee’s Equipment including but not limited to, making payments to electric utilities and installation of separate electric meters, if necessary. Emissions Report (§ 13.7): As a condition to issuance of any Pole License, Licensee must provide City a copy of the Emissions Report submitted for Licensee’s Small Cell Attachment Permit. Default Fee schedule (§ 16.2.4): Exhibit A-3 to each Pole License. Security Deposit/Bond/Financial Assurances (Art. 23): A bond, security deposit, or other forms of financial assurance acceptable to the City, in the amount of Fifty Thousand Dollars ($50,000.00) to be delivered with Licensee’s Acknowledgment Letter for the first Pole License issued under this Master License, shall be provided prior to erecting or installing facilities and equipment, for the removal of such facilities and equipment in the event of termination or abandonment. Notice address of City (§ 27.1): City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attn: City Manager Re: Master License - [Wireless Company] Telephone No.: (650) 877-8501 With a copy to: Meyers Nave 1999 Harrison St. 9th Floor Oakland, CA 94612 Attn: Sky Woodruff, Esq. Re: Master License – Verizon Project manager and day-to-day contact for City (§ 7.7): ________________________________ Telephone No.: _________________________ Emergency contact for City (§ 9.4): During Business Hours: Public Works Call in Line Telephone No.: 650-877-8550 Off-Hours Police Dispatch Telephone No.: _________________________ Instructions for payments due to City: Checks should be made payable to “City of South San Francisco” and delivered to: City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attn: Finance Director Re: Master License - [Wireless Company] Wire transfers should be directed as follows: ____________________________________ Send remittance information to: _________________________ [email address(es)] Notice address of Licensee (§ 27.1): GTE Mobilnet of California Limited Partnership d/b/a Verizon Wireless 180 Washington Valley Road Bedminster, New Jersey 07921 Attention: Network Real Estate Re: SSF SC MLA With a copy to: GTE Mobilnet of California Limited Partnership d//b/a Verizon Wireless 15505 Sand Canyon Avenue Irvine, CA 92618 Attention: Legal Department Project manager for Licensee (§ 7.7): ________________________________ Telephone No.: _________________________ On-call and emergency contact for Licensee (§§ 9.3, 9.4): ________________________________ Telephone No.: _________________________ Notice to License Applicants: The City’s acceptance of the application payment(s) will not obligate the City to enter into any Master License if application requirements are not satisfied. If the City disapproves any Master License, it will notify the applicant by a letter specifying the application. [Remainder of page intentionally left blank.] [Page intentionally left blank.] 1 MASTER LICENSE FOR [SMALL CELL WIRELESS FACILITY] This MASTER LICENSE AGREEMENT FOR SMALL CELL WIRELESS FACILITIES (“Master License” or “Agreement”), effective as of __________, 20__, is made by and between the CITY OF SOUTH SAN FRANCISCO, a California municipal corporation (the “City”) and GTE Mobilnet of California Limited Partnership, , a California limited partnership, d/b/a Verizon Wireless (“Licensee”). RECITALS A. The City owns street light poles, traffic signal poles, safety poles, and other poles (each, a “City Pole”) within the public right-of-way and owns or controls public right-of-way within the City of South San Francisco located in San Mateo County, State of California. B. Licensee is a limited partnership organized under the laws of the State of California, legally qualified to do business within the State of California whose business includes the installation and maintenance of small cell antenna facilities. C. Licensee has the authority under applicable Laws to install and maintain telephone lines in the public right-of-way to provide wireless telecommunications services. D. The City has the authority under applicable Laws to exercise reasonable control as to the time, place, and manner in which roads, highways, and waterways are accessed. E. Licensee has requested to use City Poles to install, maintain, and operate Small Cell Wireless Facilities (“SCWF”) as specified in this Master License. F. In order to encourage wireless infrastructure investment and promote the management of the rights-of-way in the overall interests of the public health, safety and welfare, the City desires to permit Licensee to license the City Poles in accordance with the terms, conditions, and covenants contained in this Agreement. NOW THEREFORE, IN RECOGNITION OF MUTUAL CONSIDERATION, THE ABOVE PARTIES AGREE TO THE FOLLOWING: AGREEMENT 1 PURPOSE, DEFINITIONS, AND BASIC LICENSE INFORMATION 1.1 Purpose. 1.1.1 Master License. This Master License: (i) establishes the legal relationship and framework under which Licensee may apply to the City for and obtain a revocable, non- possessory privilege to use the License Area identified in Pole Licenses issued under this Master License for the Permitted Use; (ii) governs the fees, charges, procedures, requirements, terms, and conditions by which the City will issue Pole License(s) to Licensee; and (iii) authorizes Licensee to engage in the Permitted Use only after individual Pole Licenses are issued under this Master License. The Parties acknowledge that the City and 2 Licensee are executing additional agreements to pursue a form of a joint strategic development to facilitate the planning, implementation and management of the accelerated deployment of fiber in South San Francisco, and in the event that the terms and conditions of such additional agreements conflict with that of this Master License, the terms and conditions of this Master License shall control. 1.1.2 Pole Licenses. Pole Licenses that the City issues under this Master License will: (i) authorize Licensee to engage in the Permitted Use; (ii) specify approved Pole Locations and any site constraints and installation, operation, and maintenance requirements specific to those Pole Locations; (iii) grant a license, but not a leasehold interest, to Licensee only as a part of and subject to the terms and conditions of this Master License; and (iv) not amend any term or condition of this Master License. In the event that a Pole License term or condition conflicts with that of this Master License, the term or condition under this Master License shall control. 1.1.3 Non-City Poles. The parties agree that Licensee may seek to install Equipment on poles owned by any other public or private party, or as otherwise permitted by Laws, which is not subject to the terms of this Master License. 1.2 Basic License Information. The Basic License Information in the preceding pages is intended to provide a summary of certain provisions relating to the licenses that the City will grant to Licensee in accordance with this Master License and is for the parties’ reference only. If any information in the Basic License Information conflicts with any more specific provision of this Master License or any Pole License issued under it, the more specific provision will control. 1.3 Definitions. Capitalized and other defined terms used in this Master License and all exhibits have the meanings given to them in this Section or in the text where indicated below, subject to the rules of interpretation set forth in Section 27.4 (Interpretation of Licenses). “Acknowledgment Letter” is defined in Subsection 4.1.2. “Additional Fees” is defined in Subsection 4.7.1. “Adjustment Date” is defined in Section 4.3. “Administrative Payments” is defined in Section 4.6. “Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under the common control with Licensee and has a net worth of at least $10 million. “Agents” when used with respect to either party includes the agents, employees, officers, contractors, subcontractors, and representatives of that party in relation to this Master License and the License Area. “Approved Plans” is defined in Subsection 7.1.1. “Assignee” is defined in Section 15.2. “Assignment” means any of the following: (a) a merger, acquisition, or other transfer of a controlling interest in Licensee, voluntarily or by operation of Law; (b) Licensee’s sale, assignment, encumbrance, pledge, or other transfer of any part of its interest in or rights with respect to the License Area; and (c) any action by Licensee to permit any portion of the License Area to be occupied by anyone other than itself, including a sublicensee. 3 “Assignment Response Period” is defined in Subsection 15.3.1. “Basic License Information” means the summary attached in chart form immediately preceding the text of this Master License. “Broker” is defined in Section 27.6. “Business Day” is defined in Subsection 27.4.4. “CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq.), also commonly known as the “Superfund” law. “City” is defined in the preamble. “City Pole” is defined in Recital A. “Claim” is defined in Section 17.1. “Commencement Date” is defined in Subsection 4.1.1. “Common Control” means two entities that are both Controlled by the same third entity. “Control” means: (a) as to a corporation, the ownership of stock having the right to exercise more than 50% of the total combined voting power of all classes of stock of the controlled corporation, issued and outstanding; and (b) as to partnerships and other forms of business associations, ownership of more than 50% of the beneficial interest and voting control of such association. “CPUC” is defined in Subsection 13.2.1. “Default Fee” is defined in Subsection 16.2.4. “Master License Effective Date” means the effective date of this Master License as specified in the Basic License Information. “EMFs” is defined in Section 13.7. “Emissions Report” is defined in Section 13.7. “Environmental Laws” means any Law relating to industrial hygiene, environmental conditions, or Hazardous Materials. “Equipment” means antennas and any associated utility or equipment box, and battery backup, transmitters, receivers, radios, amplifiers, ancillary fiber-optic cables and wiring, and ancillary equipment for the transmission and reception of radio communication signals for voice and other data transmission, including the means and devices used to attach, mount or install other Equipment to a licensed pole in the public right of way, peripherals, and ancillary equipment and installations, including wiring, cabling, power feeds, and any approved signage attached to Equipment. “Expiration Date” means the last day of the Term of this Master License and any Pole Licenses issued under it as specified in the Basic License Information. “FCC” is defined in Section 7.1.2. “Hazardous Material” means any material that, because of its quantity, concentration, or physical or chemical characteristics, is at any time now or hereafter deemed by any Regulatory Agency to pose a present or potential hazard to human health, welfare, or safety or to the environment. Hazardous Material includes any material or substance defined as a “hazardous substance,” or “pollutant” or “contaminant” in CERCLA or section 25316 of the California Health & Safety Code; and any “hazardous waste” listed in section 25140 of the California Health & Safety Code; and petroleum, including crude oil or any fraction thereof, natural gas, or natural gas liquids. 4 “Indemnified Party” means the City, its Agents, its Invitees, and their respective heirs, legal representatives, successors, and assigns. “Indemnify” means to indemnify, defend (with counsel reasonably acceptable to an Indemnified Party), and hold harmless. “Investigate and Remediate” means the undertaking of any activities to determine the nature and extent of Hazardous Material that may be located in, on, under, or about the License Area or that has been, is being, or is in danger of being Released into the environment, and to clean up, remove, contain, treat, stabilize, monitor, or otherwise control such Hazardous Material. “Invitees” when used with respect to either party includes the clients, customers, invitees, guests, tenants, subtenants, licensees, assignees, and sublicensees of that party in relation to the License Area. “Laws” means all present and future statutes, ordinances, codes, orders, regulations, and implementing requirements and restrictions of federal, state, county, and municipal authorities, whether foreseen or unforeseen, ordinary as well as extraordinary, as adopted or as amended at the time in question. “License Area” means, individually and collectively for all licensed City Poles, the portion of the City Poles approved for installation of Equipment, including conduits housing the circuits delivering power to the City Poles and street light pull boxes and other City Property necessary for access. “License Fee” is defined in Subsection 4.2.1. “License Year” is defined in Subsection 4.1.1. “Licensee” is defined in the preamble. “Master License” is defined in the preamble, and where appropriate in the context, includes all Pole Licenses issued under it. “NESC” is defined in Section 13.4. “Nonstandard City Pole” means a City Pole other than a Standard City Pole, including historic, decorative, or concrete City Poles, traffic signal poles, or intersection traffic control and safety poles. “Notice of Proposed Assignment” is defined in Section 15.2. “Permitted Use” means Licensee’s installation, operation, and maintenance of Equipment for the transmission and reception of wireless, cellular telephone, and data and related communications equipment on License Areas. “Pole” means a street light pole or other utility pole in South San Francisco, whether owned and operated by the City or another entity. “Pole License” means the document in the form of Exhibit A that, when fully executed, incorporates the provisions of this Master License and authorizes Licensee to install, operate, and maintain Equipment for the Permitted Use on City Poles identified in the Pole License. Pole License Effective Date is defined in Subsection 4.1.1. “Pole Location” means the geographic information identifying each City Pole on which Licensee is authorized to install, operate and maintain Equipment under Pole Licenses. Pole Locations will be identified in Exhibit A to each Pole License. “Property” means any interest in real or personal property, including land, air, and water areas, leasehold interests, possessory interests, easements, franchises, and other appurtenances, public 5 rights-of-way, physical works of improvements such as buildings, structures, infrastructure, utility, and other facilities, and alterations, installations, fixtures, furnishings, and additions to existing real property, personal property, and improvements. “Regulatory Agency” means the local, regional, state, or federal body with jurisdiction and responsibility for issuing Regulatory Approvals in accordance with applicable Laws. “Regulatory Approvals” means licenses, permits, and other approvals necessary for Licensee to install, operate, and maintain Equipment on the License Area. “Release” when used with respect to Hazardous Material includes any actual or imminent spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing on, under, or about the License Area, other City Property, or the environment. “RFs” is defined in Section 13.7. “Standard City Pole” means a standard steel or aluminum tapered City street light pole installed in the City right-of-way. Standard City Poles conform to then-applicable Public Works standards, as may be amended from time to time. “Subsidiary” means an entity controlled by Licensee that has a net worth of at least $5 million. “Term” is defined in Subsection 3.1.1. “Small Cell Attachment Permit” is defined in Section 6.2. 2 SCOPE OF LICENSE 2.1 License Areas. 2.1.1 Issuance of Pole Licenses. Subject to the terms, covenants, and conditions set forth in this Master License, the City will issue to Licensee one or more Pole Licenses, each of which will be effective as of the first day of the month after the date on which both parties have executed it. Each Pole License will grant Licensee a contractual privilege to use the License Area specified in the Pole License. 2.1.2 No Competing Licenses. The City, absent prior written consent from Licensee, will not issue a Pole License to any third party for any City Pole that is licensed to Licensee under a valid Pole License. 2.1.3 Limitation on Scope. This Master License applies only to City Poles identified in final, fully executed Pole Licenses. This Master License does not authorize the Permitted Use on any other City Property except the License Areas specified in the Pole Licenses. 2.2 No Property Interest in License Area or City Poles. 2.2.1 Limited Interest. Licensee acknowledges and agrees that neither this Master License nor any Pole License issued under it creates a lease, possessory interest, easement, franchise, or any other real property interest in any part of the License Area. Licensee further acknowledges and agrees that in the absence of a fully executed Pole License, Licensee does not have the right to use any City Pole for any purpose. 2.2.2 Limited Rights. Pole Licenses that the City issues under this Master License grant to Licensee only a non-possessory, revocable license to enter onto and use the License Area for the Permitted Use, which means that: (a) the City retains possession and control of all License Areas and City Poles for City operations, which will at all times be superior to Licensee’s interest; 6 (b) the City may terminate a Pole License in whole or in part at any time, but only in accordance with this Master License; (c) except as specifically provided otherwise in this Master License, this Master License does not limit, restrict, or prohibit the City from entering into agreements with third parties regarding the use of other City facilities, including City Poles or other City Property in the vicinity of any License Area; and (d) neither this Master License nor any Pole License creates a partnership or joint venture between the City and Licensee. 2.2.3 No Impediment to Municipal Use. Except as limited in this Master License, neither this Master License nor any Pole License limits, alters, or waives the City’s right to use any part of the License Area as infrastructure established and maintained for the benefit of the City. And for such purpose, City may require Licensee to relocate its equipment and facilities at Licensee’s sole expense to another location mutually acceptable to Licensee and City upon at least ninety (90) days’ prior notice from City to Licensee. 2.3 Signs and Advertising. Licensee agrees that its rights under Pole Licenses do not authorize Licensee to erect or maintain, or permit to be erected or maintained by anyone under Licensee’s control, any signs (except as provided in Section 7.1.2 (Identification and other Signage)), logos, notices, graphics, or advertising of any kind on any part of the License Area. 2.4 Light and Air. Licensee agrees that no diminution of light, air, or signal transmission by any structure (whether or not erected by the City) will entitle Licensee to any reduction of the License Fees or Additional Fees under any Pole License, result in any liability of the City to Licensee, or in any other way affect this Master License, any Pole License, or Licensee’s obligations, except as specifically provided in this Master License. 2.5 As-Is Condition of the License Area. 2.5.1 As-Is Condition. Licensee expressly acknowledges and agrees to enter onto and use each License Area in its “as-is, with all faults” condition. The City makes no representation or warranty of any kind as to the condition or suitability for Licensee’s use of any License Area. 2.5.2 Licensee Due Diligence. Licensee represents and warrants to the City that Licensee has conducted a reasonably diligent investigation, either independently or through Agents of Licensee’s choosing, of the condition of the License Area and of the suitability of the License Area for Licensee’s intended use, and Licensee is relying solely on its independent investigation. Licensee further represents and warrants that its intended use of the License Area is the Permitted Use as defined in Section 1.3 (Definitions) and as described in the Basic License Information. 2.5.3 No City Representations or Warranties. Except as may be expressly provided herein, Licensee agrees that neither the City nor any of its Agents have made, and the City disclaims, any representations or warranties, express or implied, with respect to the physical, structural, or environmental condition of the License Area, the present or future suitability of the License Area for the Permitted Use, or any other matter relating to the License Area. 2.5.4 Disclosure. Under California Civil Code section 1938, to the extent applicable to this Master License, Licensee is hereby advised that a Certified Access Specialist (as defined 7 in that Law) has not inspected any License Area to determine whether it meets all applicable construction-related accessibility requirements. 3 TERM 3.1 Term of Master License and Pole Licenses. 3.1.1 Term. The term of this Master License shall be ten (10) years commencing on the first day of the month after the date the parties have fully executed this Master License (“Master License Effective Date”) and ending at midnight on the last day of the term, unless earlier terminated (the “Term”) as provided in this Master License. The Term shall be renewable for two (2) subsequent five (5)-year intervals, subject to each parties’ option to not renew the Master License after the expiration of the initial ten (10) year term of the Master License, for any reason, upon one hundred and eighty (180) days’ written notice to the other party. Each Pole License will be effective on the date on which Licensee has obtained all applicable and necessary Regulatory Approvals following the parties fully executing the Pole License, and shall terminate upon the last day of the Term or earlier termination of this Master License, which may result in a partial License Year (as defined in Subsection 4.1.1 below) at the end of the Pole License Term. 3.1.2 Minimum Term for License Fee Purposes. The minimum Term for the purpose of establishing the License Fee for each Pole License will be one License Year immediately following the Commencement Date under Section 4.1 (Commencement Date). This minimum Term provision will prevail over any rights of abatement or termination afforded to Licensee under this Master License except under Section 26.1 (Early Termination by Either Party). 4 LICENSE FEES; ADDITIONAL FEES; AND OTHER CHARGES 4.1 Commencement Date and Pole License Effective Date. 4.1.1 Definition. Licensee shall pay an annual License Fee under each Pole License beginning on its “Commencement Date,” which will be the first day of the month after the Pole License Effective Date, as defined below. Each 12-month period beginning on the Commencement Date of each Pole License is a “License Year” for that Pole License. Each Pole License shall only become effective upon the date on which Licensee has obtained all applicable and necessary Regulatory Approvals after the Pole License is fully executed (“Pole License Effective Date”). Unless resulting from circumstances that are beyond Licensee’s reasonable control without its fault or negligence and cannot be reasonably mitigated, overcome or avoided by its due diligence, Licensee’s failure to obtain all Regulatory Approvals within six (6) months from Licensee execution of a Pole License (“Pole License Expiration Date”) shall automatically terminate the Pole License, and the underlying Pole associated with such license shall become available for application and licensing by other applicants. 4.1.2 Acknowledgment Letter. Within fifteen (15) business days after obtaining all Regulatory Approvals for the Permitted Use on any License Area, Licensee shall deliver to the City a letter in the form of Exhibit A-2 to the Pole License (each, an “Acknowledgment Letter”). The purposes of the Acknowledgment Letter are to: (i) confirm the Commencement Date and the Pole License Effective Date; (ii) acknowledge that Licensee will tender payment of the License Fee for the first License Year within ninety (90) days of the Pole License Commencement Date, and the Security Deposit/Bond/Financial Assurance under Article 23, all in the amounts specified in the Basic License Information; (iii) provide to the City copies of all Regulatory Approvals; and (iv) provide to the City copies of required 8 insurance certificates and endorsements related to the requirements under Article 18 (Insurance). 4.1.3 City Demand for Acknowledgment Letter. If Licensee has not delivered to the City the complete Acknowledgment Letter by the first anniversary of the Effective Date of any Pole License, the City will have the right to: (i) demand that Licensee deliver the Acknowledgment Letter, together with copies of all Regulatory Approvals, within ten (10) business days after the date of the City’s demand; and (ii) to set the Commencement Date at the first anniversary of the Pole License Effective Date if Licensee does not deliver the complete Acknowledgment Letter within that 10-business day period. 4.1.4 Correct Commencement Date. In all cases, the City will have the right to correct the Commencement Date stated in Licensee’s Acknowledgment Letter after examining Regulatory Approvals. The City will notify Licensee of any such correction by notice delivered in accordance with Section 27.1 (Notices). The City’s determination under this subsection or under Subsection 4.1.3 (City Demand for Acknowledgment Letter) will be final for all purposes under this Master License. 4.1.5 Countersigned Acknowledgment Letter. The City will use reasonable efforts to deliver to Licensee a countersigned copy of the Acknowledgement Letter or its determination of the Commencement Date under Subsection 4.1.4 (Correct Commencement Date) within ten (10) business days of the City’s receipt of the Acknowledgement Letter from the Licensee. The fully executed Acknowledgement Letter or the City’s Commencement Date determination letter, as applicable, will be the City’s notice to proceed under Section 7.2 (Installation). 4.2 License Fees. 4.2.1 License Fee Schedule. Within ninety (90) days of the Commencement Date, Licensee shall pay to the City the License Fee for the initial License Year at the rate in effect at the time of full execution of the Pole License, as specified in the License Fee Schedule attached hereto which has been adopted by the City Council, and attached to each Pole License (the “License Fee”), unless the City Council has approved in-lieu benefits as set forth in Subsections 4.2.3 and 4.2.4. The License Fee Schedule will reflect annual calendar- year adjustments as provided in Section 4.3 (Adjustments in License Fee).The License Fee must be delivered in cash or its equivalent in the manner specified in Section 4.10 (Manner of Payment). 4.2.2 Amount of License Fee. Licensee must take into account annual License Fee adjustments under Section 4.3 (Adjustments in License Fee) when calculating the amount of each annual License Fee. After the initial License Fee payment, each annual License Fee is payable in advance without prior demand or any deduction, setoff, or counterclaim, except to account for a partial year at the end of the Term or earlier termination of this Master License or a right of abatement or refund expressly granted under this Master License. Any amounts calculated for less than a full year or a full month will be calculated based on a 360-day year and 30-day months. 4.2.3 In-Lieu Public Benefits. Subject to City Council review and approval, Licensee may provide the City with public benefits in lieu of paying a License Fee for a Pole License. In the event that Licensee provides the City with such in-lieu public benefits, the City Council shall review and shall approve those public benefits in lieu of paying a License Fee. The in- lieu benefits shall be identified in a separate agreement for each Pole License for which a License Fee is waived or reduced, and such agreement shall become an exhibit to this Master 9 License Agreement, and shall set forth the terms and conditions under which the Licensee shall provide in-lieu benefits to the City. The terms and conditions may include, but are not limited to the in kind contributions, public improvements, other charges, and/or contributions as mutually agreed, and any such other terms which promote the public health, safety, and welfare of the City. Providing in-lieu benefits pursuant to this subsection shall not relieve Licensee of the obligations to pay any other required Master License Application Processing Payments and Additional Fees as prescribed under Sections 4.6 through 4.10 of this Agreement. 4.2.4 Due Dates. (a) Licensee shall submit the initial License Fee within ninety (90) days of the City providing to Licensee the signed Acknowledgment Letter for the Pole License without deduction for any reason. (b) The annual License Fee for each subsequent License Year of the Term of each Pole License will be due and payable to the City on each anniversary of the Commencement Date and will be late if the City has not received payment by the due date. 4.3 Adjustments in License Fee. On January 1 of each year during the term of the Master License (each, an “Adjustment Date”), the License Fee will be increased by the percentage amount set forth in the City’s most current master fee schedule. This annual adjustment is equal to the percentage change in the U.S. Department of Labor, Bureau of Labor Statistics Consumer Price Index for All Urban Consumers (“CPI”) that occurred during the previous one-year period, as reflected in the City’s most current master fee schedule. 4.4 Late Charge. If Licensee fails to pay any License Fee, Additional Fee, or other amount payable to the City under this Master License within thirty (30) days after the City’s delivery of notice that the same is due and unpaid, such unpaid amounts will be subject to a late charge equal to 1% of the unpaid amounts. For example, if a License Fee in the amount of $40,000 is not paid on its due date and remains unpaid after the 30-day cure period has expired, the late charge would be $400. 4.5 Default Interest. Any License Fee, Additional Fee, and other amount payable to the City (except late charges), if not paid within ten (10) business days after the receipt of written notice that the same is past due, will bear interest from the due date until paid at the default rate of 10% per year. Payment of default interest and the applicable late charge alone will not excuse or cure any default by Licensee. 4.6 Pole License Administrative Processing Payments. Licensee shall pay to the City funds to cover the City’s costs to review and administer the application process (the “Administrative Payments”). Such payments shall compensate the City for all of the actual costs of processing each Pole License application, including, but not limited to, all time and materials costs of City employees, agents, consultants, and the City Attorney’s office. 4.6.1 Initial Payment. Licensee shall pay to the City an initial Administrative Payment in the amount of One Thousand ($1,000) upon delivery of each Pole License application to the City. City will not be obligated to begin its review of any Pole License application until the initial Administrative Payment is paid. This initial payment shall be subject to an annual adjustment on each anniversary of the Master License Effective Date 10 consisting of the percentage amount set forth in the City’s most current master fee schedule. This annual adjustment is equal to the percentage change in the U.S. Department of Labor, Bureau of Labor Statistics Consumer Price Index for All Urban Consumers (“CPI”) that occurred during the previous one-year period, as reflected in the City’s most current master fee schedule. 4.6.2 Account. The initial Administrative Payment, and any subsequent payments, as provided below, shall be held by City in an account for the reimbursement of City’s costs. Upon Licensee’s request, City shall provide to Licensee a monthly accounting of the account with a description of City’s costs and expenses withdrawn from the account. 4.6.3 Subsequent Payments. In the event that (1) Licensee submits Pole License applications that are not within the design standards or other requirements set forth in the South San Francisco Municipal Code or otherwise adopted by the City or agreed to between the parties; (2) submits more than fifteen (15) Pole License applications per calendar month; (3) the City receives an appeal on the application within the appeal period set forth pursuant to South San Francisco Municipal Code Chapter 20.375; or (4) in other unusual circumstances in which the City would need to perform activities that exceed those described in Section 4.7 or activities that significantly exceed the complexity of those typically performed by City in processing the Pole License applications, the City may require Licensee to provide additional deposits to recoup its reasonable costs for such unusual services or unusual levels of service that exceed those typically associated with processing Pole License applications. Notwithstanding the foregoing, prior to requiring any additional deposit amounts, the City shall notify Licensee of the unusual circumstances presented that requires the additional deposit and an estimate of the additional deposit required within fifteen (15) business days of its receipt of the applications or an appeal and Licensee shall have an opportunity for a period of thirty (30) days to consider the additional costs or amend or withdraw its application(s) to alleviate the additional costs. If Licensee does not amend or withdraw those application(s) resulting in such additional costs within such thirty (30) day period, Licensee shall be deemed to have elected to proceed with those application(s) and shall provide the City with the required additional deposits. The City shall not be obligated to continue processing those application(s) until receipt of the additional deposits. The parties agree that any applicable shot clock shall be tolled during these fifteen (15) and thirty (30) day periods described in this section. 4.6.4 Early Termination. Licensee shall have the right to terminate processing of the application by providing written notice to the City. Upon receipt of such notice by City (for purposes of this section, “Termination Date”), City shall cease all processing on Licensee’s application as of the Termination Date and shall pay all costs incurred by City prior to such Termination Date from the account. 4.6.5 Refunding of Excess Amounts. Any funds remaining in the deposits set forth in this section 4.6 upon issuance of all approvals and installation of equipment authorized under the Pole, or upon termination of processing by Licensee, shall be returned to Licensee within ninety (90) days following such equipment installation or the Termination Date, respectively. If further staff time is required to administer or process a Pole License after the excess amounts have been returned to Licensee, Licensee is obligated to pay the City additional one-time deposits to recoup its costs for such additional processing consistent with section 4.6.3 above. 4.6.6 Other City Permit and Regulatory Fees. The foregoing processing payment obligation does not relieve Licensee from paying City permit and regulatory fees including 11 deposits and fees for an encroachment permit, plan check, and administrative payments required by the County of San Mateo, all as provided in the City’s most recently adopted master fee schedule. 4.7 Additional Fees. 4.7.1 Defined. Sums payable to the City by Licensee, including any late charges, default interest, costs related to a request for the City’s consent to an Assignment under Section 15.2 (Notice of Proposed Assignment), and Default Fees under Subsection 16.2.4 (Default Fees), are referred to collectively as “Additional Fees.” Additional Fees are not regulatory fees. 4.7.2 Exclusions. Licensee’s payment of any of the following will not be considered Additional Fees under this Master License: (i) application fees (§ 4.6); (ii) Administrative Payments (§ 4.7); (iii) any other amount paid to the City in compensation for reviewing Licensee’s applications and coordinating and inspecting its installation of Equipment on the License Area under Pole Licenses; (iv) License Fees; and (v) any other payments to the City including permit and regulatory fees under section 4.6.6. 4.8 Manner of Payment. Licensee shall pay License Fees, Administrative Payments, Additional Fees, and all other amounts payable to the City under this Master License in cash or other immediately available funds by: (i) check payable to the “City of South San Francisco” and delivered to the City in care of the Finance Director of the City of South San Francisco at the address for payment specified in the Basic License Information; or (ii) wire transfer in accordance with the instructions in the Basic License Information, unless the City directs otherwise by notice given in accordance with Section 27.1 (Notices). A check that is dishonored will be deemed unpaid. 4.9 Reasonableness of Liquidated Charges and Fees. The parties agree that the Additional Fees payable under this Master License represent a fair and reasonable estimate of the administrative costs that the City will incur in connection with the matters for which they are imposed and that the City’s right to impose the Additional Fees is in addition to and not in lieu of its other rights under this Master License. More specifically: THE PARTIES ACKNOWLEDGE AND AGREE THAT THE CITY’S ACTUAL ADMINISTRATIVE COSTS AND OTHER DETRIMENT ARISING FROM LICENSEE DEFAULTS AND OTHER ADMINISTRATIVE MATTERS UNDER THIS MASTER LICENSE WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. BY PLACING HIS OR HER INITIALS BELOW, AN AUTHORIZED REPRESENTATIVE OF EACH PARTY ACKNOWLEDGES THAT THE PARTIES HAVE AGREED, AFTER NEGOTIATION, ON THE AMOUNT OF THE ADDITIONAL FEES AS REASONABLE ESTIMATES OF THE CITY’S ADDITIONAL ADMINISTRATIVE COSTS AND OTHER DETRIMENT. Initials: Licensee City 5 USE RESTRICTIONS 5.1 Permitted Use. Licensee shall use the License Area solely for the Permitted Use and for no other use, subject to all applicable Laws and conditions of Regulatory Approvals. Licensee shall not interfere with the City’s use and operation of any portion of the License Area or any other City Property for any purpose. Each Pole License will be subject to and conditioned upon Licensee obtaining and 12 maintaining throughout the Term all Regulatory Approvals to use the License Area for the Permitted Use. Licensee acknowledges that City Laws and Regulatory Approvals include design review, engineering, radio interference, and zoning or telecommunications ordinances. 5.2 No Illegal Uses or Nuisances. Licensee shall not use or occupy any of the License Area in any unlawful manner or for any illegal purpose or in any manner that constitutes a nuisance as determined by the City in accordance with applicable law. Licensee shall not do or permit to be done anything that unreasonably disturbs the City’s use of City poles. Licensee shall take all precautions to eliminate any nuisances or hazards in connection with its use of the License Area, including but not limited to unreasonable odors, noise, vibration, power emissions which exceed the level permitted by the FCC or other item to emanate from the Licensee’s antennas, facilities or equipment. No materials or articles of any nature shall be stored outside adjacent to any portion of the License Area without City’s consent or as provided in the approved Pole License. 6 POLE LICENSE APPROVALS 6.1 City Approval Required. 6.1.1 City Rights Superior. Licensee’s use of any part of the License Area for the Permitted Use is subject to the City’s prior approval in connection with a Pole License application. Subject to any limitations expressly provided in this Master License, the City is not obligated to subordinate its municipal functions or proprietary interests in any way to Licensee’s interest under any Pole License. In determining whether to approve Licensee’s application for any City Pole, including the attached plans and specifications, the City may consider any matter affecting its municipal obligations and proprietary interests in accordance with applicable Laws. Examples of municipal and proprietary concerns include: (a) the resulting total load on the City Pole if the Equipment is installed; (b) the impact of the installation on the City’s street light operations, including whether the Equipment would compromise the City’s street light circuits serving City Poles; (c) whether the installation complies with electrical codes; (d) whether the Equipment would create a hazardous or unsafe condition; (e) any impacts the Equipment would have in the vicinity of the City Pole, including size, materials, and visual clutter; (f) aesthetic concerns; and (g) municipal plans for the City Pole. 6.1.2 Changes in Application. If the City reasonably and lawfully determines for any reason that the Permitted Use at any particular Pole Location would impede its municipal functions or otherwise affect its proprietary interests negatively, it will provide notice to Licensee of the City’s concerns as soon as reasonably practicable in the application review process. Licensee will have the opportunity to change the Pole License application to address the City’s concerns for a period ending fourteen (14) days after delivery of the City’s notice without affecting the priority of Licensee’s application in relation to other potential licensees. Any other changes that Licensee makes in the Pole License application will cause the date that the application is deemed submitted to be changed to the date that Licensee delivers the proposed changes to the City. 13 6.1.3 Consultation with the Planning Division. In reviewing a Pole License application, the City’s Public Works Department may consult with the City’s Planning Division to assess whether Licensee’s proposed Equipment is appropriate for a given location or, for historic and decorative Nonstandard City Poles, whether the proposed Equipment poses particular aesthetic concerns. Licensee acknowledges, but does not agree with the City’s position that any consultation between Public Works Department and the Planning Division in accordance with the preceding sentence and any resulting actions by the City would be in the City’s proprietary capacity as the owner of the City Poles and would not be an exercise of regulatory authority. Notwithstanding anything contained herein to the contrary, the Parties agree that any pole attachment applications are subject to federal shot clock timeframes. 6.2 Regulatory Approvals Required. Licensee’s installation of Equipment is also subject to the prior approval of, and Licensee’s compliance with all conditions of, applicable staff-level design review as outlined in Requirements for Licensee Equipment (Exhibit B to Pole License) and a Small Cell Attachment Permit as required by the South San Francisco Municipal Code (generally, a “Small Cell Attachment Permit”), other applicable City requirements, and implementing regulations and orders, if any. The City acknowledges that the review and approval of a Small Cell Attachment Permit is subject solely to the provisions of South San Francisco Municipal Code Chapter 20.375, including section 20.375.007(C) which provides that all small cell wireless not otherwise exempt shall be issued a Small Cell Attachment Permit, an encroachment permit and building permit by City, provided that all applicable Regulatory Approvals have been obtained. 6.3 Pole License Application. Licensee shall submit Pole License applications to the City, which will review, approve, or deny each application in its reasonable and lawful discretion. Each application will consist of: (a) partially executed duplicate counterparts of a Pole License application in the form attached as Exhibit A, including the location and other identifying information about each City Pole covered by the Application, including whether it is a Standard City Pole or a historic or decorative Nonstandard City Pole; (b) Exhibit A-1, consisting of all plans and specifications required under Subsection 7.1.1 (Strict Compliance Required); (c) the initial Administrative Payment as specified in Section 4.7 (Pole License Administrative Processing Payments); and (d) if not previously provided, a copy of the Emissions Report submitted for the Small Cell Attachment Permit. For Pole License applications relating to the use a License Area that is not solely owned by the City, including, but not limited to, City easements located on private property, Licensee shall also provide evidence demonstrating, to the satisfaction of the City Attorney, Licensee’s entitlement to use the proposed License Area for the Permitted Use. 6.4 Pole License Application Review Process. The City will review and process Pole License applications in a reasonably prompt manner in the chronological order (date and time) in which complete applications are submitted or deemed submitted. Except as stated in the preceding sentence or as otherwise specified in this Master License, the City will not give priority to any application or licensee over another application or licensee. Licensee acknowledges that staff and budget considerations will limit the City’s ability to review and process Pole License applications. During its review process, the City will provide to Licensee the applicable License Fee and Default Fee Schedule (Exhibit A-3 to Pole License),City Installation Guidelines (Exhibit A-4 to Pole License), and Requirements for Licensee Equipment (Exhibit B to Pole License) each of which will be deemed to be attached to the Pole License upon execution by the City. 14 6.5 Administrative Payments. The City is not obligated to begin its review of any Pole License application if Licensee has failed to pay the applicable initial Administrative Payment under Section 4.7 (Pole License Administrative Processing Payments) when due. If Licensee does not timely deliver the required initial Administrative Payment, the supplement for any Nonstandard City Pole, or any additional Administrative Payment required for the City to complete its review, the City may suspend its review of the Licensee’s Pole License application associated with such fees then under review by the City. The date and time of submission of any suspended Pole License application will be deemed to be the date and time that Licensee submits the required payment. 6.6 Pole License Approval. The City will notify Licensee that the City has approved each Pole License by returning one fully executed counterpart of the Pole License to Licensee, and City will do so within sixty (60) days for each Pole License after receiving a complete Pole License application unless otherwise agreed to by the parties in writing. Licensee acknowledges that the Parties may need to evaluate whether the 60- day review period may need to be extended if Licensee submits more than fifteen (15) Pole License applications during a calendar month. The City requires as a condition to approval of any Pole License that Licensee provide proof that contractors installing Equipment have bonds and insurance coverage as required by Section 18.5 (Contractors’ Bonds and Insurance). 7 INSTALLATION OF EQUIPMENT 7.1 Approved Plans and Specifications. 7.1.1 Strict Compliance Required. Licensee must submit its plans and specifications for the City’s review as Exhibit A-1 to its Pole License application. Plans and specifications must cover all Equipment, including signage required or permitted under Subsection 7.1.2 (Identification and Other Signage). Licensee’s plans and specifications and any Equipment installed, if authorized, shall comply with the minimum requirements provided in Exhibit B to this Master License, attached to and incorporated herein. Licensee acknowledges, but does not agree with the City’s position that these minimum requirements are an exercise of the City’s proprietary interests as the owner of the City Poles and are not an exercise of the City’s regulatory authority. Licensee is authorized to install Equipment at the License Area covered by the Pole License only in strict compliance with the plans and specifications approved by the City and, if applicable, in Regulatory Approvals (“Approved Plans”). 7.1.2 Identification and Other Signage. Licensee shall place one identification plate in size, material, form, and substance strictly complying with the Approved Plans on its Equipment at each Pole Location. The plates shall include Licensee’s corporate name and the telephone number at which Licensee’s on-call representative listed in the Basic License Information can be reached. If Licensee’s on-call representative changes, Licensee must provide notice to the City of the new contact information and replace all identification plates. Licensee may also place signage on Licensee’s Equipment that contains information and disclosures required by the Federal Communications Commission (the “FCC”). Replacement of Licensee’s signage will be considered maintenance subject to Section 10.5 (Licensee’s Equipment). If required by the City and allowed by PG&E, one additional identification plate shall be placed on Licensee’s electrical meter box. 7.1.3 Required Changes. Licensee may amend previously Approved Plans if required to obtain or comply with other Regulatory Approvals necessary for installation of Equipment, including construction or installation-related temporary street occupancy permits, traffic control permits, and building permits, as may be required by City codes. Subject to 15 Section 10.5.2 of this Master License, an amendment of Approved Plans will require the City’s approval. Licensee acknowledges that as of the Effective Date of this Master License, the City has not approved or promised to approve any plans, specifications, or permits necessary for Licensee to install Equipment on any City Poles. The City will provide notice of its decision in accordance with Section 27.1 (Notices). 7.1.4 Corrections. The City’s approval of plans, specifications, and amendments to Approved Plans, and the issuance of related Regulatory Approvals will not release Licensee from the responsibility for and obligation to correct any errors or omissions that may be contained in the Approved Plans and related Regulatory Approvals. Licensee shall notify the Public Works Department and the Community Development Director, if applicable, immediately upon discovery of any omissions or errors, and Licensee shall obtain required approvals of any amendments to previously Approved Plans. 7.2 Installation. Licensee shall not commence installation of Equipment on the License Area until the City has given Licensee notice to proceed by delivery of the countersigned copy of the Acknowledgment Letter or letter confirming the Pole License Effective Date under Section 4.1.2. When installing Equipment, Licensee must strictly comply with Approved Plans as originally approved, or, if applicable, as amended or corrected. Licensee’s Equipment as installed must be consistent with the requirements of Exhibits A-4 and B to this Master License and in the event the designs, plans and equipment in a Pole License conflicts with the sample designs, plans, and equipment under Exhibit B of this Master License, the designs, plans, and equipment included in the Pole License shall control, all as approved by the City. Licensee shall paint and properly maintain any cabling, support brackets, and other supporting elements to match adjacent surfaces. If required by the Public Works Director or his or her designee, and consistent with the Approved Plans, Licensee shall paint the entirety of existing City Poles and any new Poles. If necessary, Licensee must use custom matching paint to ensure a high quality of consistency in paint texture and appearance. 7.3 Cost of Labor and Materials. Licensee is responsible for all direct and indirect costs (labor, materials, and overhead) for designing, purchasing, and installing Equipment in accordance with the Approved Plans and all applicable Laws. Licensee also shall bear all costs of obtaining all Regulatory Approvals required in connection with the installation, and Licensee shall satisfy any conditions or mitigation measures arising from Licensee’s proposed installation. Licensee shall timely pay for all labor, materials, and Equipment and all professional services related to the Permitted Use. 7.4 No Alteration of City’s Existing Equipment or Infrastructure. Licensee shall not remove, damage, or alter in any way any City Property, including City Poles and supporting infrastructure, pull boxes, electrical equipment, wiring, and electrical vaults, without the express permission of the Public Works Director. 7.5 Standard of Work. Licensee must install and perform all other work on Equipment in strict compliance with Approved Plans diligently and in a skillful and workmanlike manner. Licensee must use qualified and properly trained persons and appropriately licensed contractors in conformance with Section 13.2 (Personnel Safety Training) for all work on the License Area. No later than ten (10) business days before commencing installation or any other work on any License Area, Licensee shall provide the City with: (a) a schedule of all activities; and (b) a list of the names, places of business, and license 16 numbers of all contractors who will perform the work. After performing any work on the License Area, Licensee shall leave it and other City Property in a condition as good as it was before the work. 7.6 Project Manager. The City and Licensee shall designate and list in the Basic License Information a project manager to coordinate the design and installation of Licensee’s Equipment and serve as the respective primary point of contact between the City and Licensee for all engineering, construction, and installation issues. Licensee acknowledges that the City project manager is not exclusively assigned to this Master License, and the authority delegated to the project manager is limited to the administration of this Master License, Pole License applications, and approved Pole Licenses. Licensee shall be fully responsible for obtaining and satisfying the requirements of all required Regulatory Approvals necessary for installation of Equipment on the License Area, and Licensee shall not rely upon the City or the City’s project manager to do so. Either party may change the name and contact information of its project manager by providing written notice thereof in the manner provided in this Master License. 7.7 Coordination of Work. Licensee shall be responsible for coordination of its installation work to avoid any interference with existing utilities, substructures, facilities, or street light operations. Licensee shall be the City’s point of contact for all Equipment installation and except in case of emergency, all communications concerning all engineering, construction, and installation issues relating to the Equipment. 7.8 Installation; Parking Regulations. During installation, alteration, repair, and maintenance of Equipment, Licensee must abide by all City construction regulations, including, but not limited to construction hours, waste management, noise abatement, and traffic management ordinances and regulations. Licensee must pay all parking fees and citation fines incurred by Licensee and its contractors for vehicle parking. The City will not pay or void any citations or reimburse Licensee for traffic citations or fines. 8 ALTERATIONS 8.1 Licensee’s Alterations. Other than installation in accordance with Approved Plans and subject to Section 10.5.2 of this Master License, Licensee shall not make or permit any alterations to the License Area or anything that is part of, installed on, or appurtenant to the License Area, except with the City’s prior consent in each instance, which the City may not unreasonably withhold, condition or delay. The City may condition its consent reasonably in each instance based on the scope and nature of the alterations to be made. All alterations must be at Licensee’s sole expense in accordance with plans and specifications approved by the City and be performed only by duly licensed and bonded contractors or mechanics. Licensee shall not be required to seek consent for the maintenance, replacement, modification or other installation of Equipment or signage in a License Area as provided in Section 10.5. 8.2 Title to Improvements and Removal of Licensee’s Equipment. Except as otherwise provided in this Master License, the City has no claim of ownership of Licensee’s Equipment installed on the License Area, but any structural improvements to a City Pole, or replacement of a City Pole, will become City Property and remain on the Pole Location should Licensee vacate or abandon use of the City Pole. Licensee may remove all of its Equipment (which excludes structural improvements to or replacement of any City Pole) from the License Area after thirty (30) days’ prior notice to the City, subject to Article 24 (Surrender of License Area) and Article 17 26 (Special Provisions), unless the City has previously elected to require Licensee to remove at Licensee’s sole expense all or part of any structural improvements to the License Area or City Pole, whether made by the City or Licensee. 9 CITY WORK ON POLES OR LICENSE AREA 9.1 Repairs, Maintenance, and Alterations. City will: (a) maintain and repair the City Poles as needed, in its sole but reasonable judgment, for its street light, utility, or municipal operations; and (b) correct any immediately life-threatening or hazardous condition. Except as specified in Article 26 (Special Provisions), neither City work on the City Poles, nor the condition of the City Poles, will entitle Licensee to any damages, relieve Licensee of the obligation to pay the License Fees and Additional Fees or perform each of its other covenants under this Master License, or constitute or be construed as a constructive termination of this Master License. 9.2 Notice to Licensee. The City reserves the right at any time to make alterations, additions, repairs, removals, and improvements to all or any part of the License Area for any operational purpose, including maintenance and improvement of street lighting services, City compliance with mandatory regulations or voluntary controls or guidelines, subject to: (i) making good faith efforts to give Licensee at least 72 hours’ prior notice, except in a case of emergency as provided in Section 9.4 and Section 20.2, of any City work in accordance with Section 9.3 (Licensee’s On-Call Representative); (ii) allowing a representative of Licensee to observe the City’s work; and (iii) taking reasonable steps not to disrupt Licensee’s normal use of Equipment on the License Area. But Licensee’s use of the License Area may not impede or delay in any way the City’s authority and ability to make changes to any License Area necessary to maintain its street lights, utility services, or other municipal services. 9.3 Licensee’s On-Call Representative. Licensee shall at all times have a representative assigned to be on call and available to the City regarding the operation of Licensee’s Equipment. Licensee’s representative shall be qualified and experienced in the operation of Licensee’s Equipment, and shall be authorized to act on behalf of Licensee in any emergency and in day-to-day operations of the Equipment. The contact information for Licensee’s on-call representative is listed in the Basic License Information and will be listed on identification plates as required by Subsection 7.1.2 (Identification and Other Signage). Before the City performs non-emergency maintenance, repair, or other activities on the License Area in the regular course of its business that may impair the operation of Licensee’s Equipment on the License Area, the City will attempt to provide at least 48 hour’s telephonic notice to Licensee’s on-call representative. The City will not be required to delay non-emergency repair or maintenance activities more than 48 hours after attempting to contact Licensee’s on-call representative. 9.4 Emergencies. The parties agree to notify each other of any emergency situation related to any City Poles at the emergency phone numbers listed in the Basic License Information at the earliest opportunity. In an emergency, however, the City’s work and needs will take precedence over the operations of any of Licensee’s Equipment on the License Area, and the City may access any portion of the License Area that it determines is necessary in its sole discretion in accordance with Section 20.2 (Emergency Access), whether or not the City has notified Licensee of the emergency. Licensee acknowledges that City personnel will be entitled to exercise their judgment in an emergency caused by any person, and in the exercise of judgment may determine that the operation of Licensee’s Equipment must be interrupted, the power must be shut off or terminated, or that the circumstances require the removal 18 of any part of Licensee’s Equipment. Licensee agrees that the City will bear no liability to Licensee for the City’s interruption of Licensee’s Equipment operations, shutting down or termination of the power source, removal of Equipment, or other actions with respect to Licensee’s Equipment in an emergency except to the extent caused by the gross negligence or willful misconduct of the City, and that Licensee shall be solely responsible for the costs required to resume operations or repair or replace Equipment following the emergency. 10 LICENSEE’S MAINTENANCE AND REPAIR OBLIGATIONS 10.1 Damage to City Property. If the acts, omissions, or negligence of Licensee or its Agents or Invitees when installing or removing Equipment damages any City Pole, License Area, or other City Property, the City will provide notice describing the damage and thirty (30) days’ opportunity to cure. If Licensee fails to repair or replace the damaged City Pole in accordance with the requirements of Section 8.1 (Licensee’s Alterations) within the 30-day cure period, or any longer period to which the City agrees in its reasonable discretion, the City may do so at Licensee’s expense. Licensee shall reimburse the City for its actual and reasonable costs of repair or replacement within thirty (30) days after receipt of the City’s demand for payment, together with copies of invoices or other evidence of its costs. 10.2 Alterations to City Property If Licensee or any of its Agents or Invitees alters or removes any City Property without the City’s express prior approval, Licensee shall restore the City Property to the condition existing before the damage or alteration, unless the City directs otherwise. The City may condition its approval of any alteration to City Property on restoration in accordance with this Section. 10.3 No Right to Repair City Property. Absent notice from the City providing an opportunity to repair damage to City Property, Licensee is not authorized to make any repairs to City Property. In all cases, except as provided in this Master License, Licensee waives any right it may have to make repairs at the City’s expense under any applicable Law. 10.4 Notice of Damage to City Property. Licensee agrees to give the City notice of the need for any repair to any City Pole, License Area, or other City Property promptly after Licensee’s discovery of damage from any cause. Licensee’s agreement to provide notice is not an assumption of liability for any life-threatening or hazardous conditions unless caused by the acts, omissions, or negligence of Licensee or its Agents or Invitees. 10.5 Licensee’s Equipment. 10.5.1 Maintenance and Repair. Licensee shall at its sole expense install, maintain, and promptly repair any damage to Equipment installed on the License Area whenever repair or maintenance is required, subject to the City’s prior approval if required under Article 8 (Alterations). 10.5.2 City Approval. Licensee is not required to seek the City’s approval for any repair, maintenance, replacement, modification or other installation of Equipment or signage in a License Area if : (i) the Equipment or signage in question was in the Approved Plans; (ii) the repair, replacement, modification, or installation involves only the substitution of internal components, or and does not result in any change to the external appearance, dimensions, or weight of the Equipment in the Approved Plans; or (iii) the City in its reasonable judgment concurs with Licensee that the repair, maintenance, replacement, modification, or other 19 installation of Equipment is reasonably consistent with the Approved Plans, taking into consideration availability of the specific Equipment and advancements in technology. In no event, however, will Licensee be authorized to install larger, different, or additional Equipment on a City Pole without the City’s express prior consent. In this regard, Licensee acknowledges, but does not agree with the City’s position that section 6409(a) of the Middle Class Tax Relief and Job Creation Act of 2012 (codified at 47 U.S.C. § 1455) does not apply to this Master License or any Pole License approval or disapproval because the City is granting them in its proprietary capacity as the owner of the City Poles. Any work on Licensee’s Equipment installed on City Poles that is authorized or permitted under this Subsection is subject to Licensee obtaining any required Regulatory Approvals. 10.5.3 Graffiti. Licensee’s repair and maintenance obligation includes the removal of any graffiti from the Licensee’s Equipment. 10.5.4 Standard of Work. All work by or on behalf of Licensee under this Article must: (a) be at Licensee’s sole expense; (b) be performed by duly licensed and bonded contractors or mechanics; (c) be performed in a manner and using equipment and materials that will not interfere with or impair the City’s operations; and (d) comply with all applicable Laws relating to the License Area or Licensee’s activities. 11 LIENS Licensee shall keep the License Area free from any liens arising out of any work performed, material furnished, or obligations incurred by or for Licensee. Licensee shall inform each and every contractor and material supplier that provides any work, service, equipment, or material to Licensee in any way connected with Licensee’s use of the License Area that the License Area is public property and is not subject to mechanics’ liens or stop notices for Equipment, other materials, or services provided for Licensee’s Equipment. If Licensee does not cause the release of lien of a mechanic’s lien or stop notice by any contractor, service provider, or equipment or material supplier purporting to attach to the License Area or other City Property as a result of work performed, material furnished, or obligations incurred on behalf of Licensee within sixty (60) days after notice or discovery of the lien, the City will have the right, but not the obligation, to cause the same to be released by any means it deems proper, including payment of the Claim giving rise to such lien. Licensee must reimburse the City for all expenses it incurs in connection with any such lien (including reasonable attorneys’ fees) within thirty (30) days following receipt of the City’s demand, together with evidence of the City’s expenses. Licensee shall give the City at least ten (10) days’ prior notice of commencement of any construction or installation on any part of the License Area except for minor and routine repair and maintenance of Licensee’s Equipment. Licensee shall not create, permit, or suffer any other encumbrances affecting any portion of the License Area. 12 UTILITIES; TAXES AND ASSESSMENTS 12.1 Utilities. Licensee shall be solely responsible for obtaining and maintaining the provision of electricity to Licensee’s Equipment, including, but not limited to, making payments to electric utilities and installation of separate electric meters, if necessary. Licensee shall comply with all Laws and rules and regulations of the electric utility relating to installation and connection of Licensee’s Equipment to electricity. 12.2 Taxes and Assessments. 12.2.1 Possessory Interest Taxes. Licensee recognizes and understands that this Master License may create a possessory interest subject to property taxation and that Licensee may be 20 required to pay possessory interest taxes. (See Rev. & Tax. Code, sections 107–107.9.) Licensee further recognizes and understands that any sublicense or assignment permitted under this Master License and any exercise of any option to renew or extend this Master License may constitute a change in ownership for purposes of property taxation and therefore may result in a revaluation of any possessory interest created under this Master License. 12.2.2 Licensee’s Obligation if Assessed. Licensee agrees to pay taxes of any kind, including possessory interest taxes, excises, licenses, permit charges, and assessments based on Licensee’s usage of the License Area that may be imposed upon Licensee by Law, when the same become due and payable and before delinquency. Licensee agrees not to allow or suffer a lien for any taxes to be imposed upon the License Area without promptly discharging the same, provided that Licensee, if so desiring, will have a reasonable opportunity to contest the validity of the same. The City will provide Licensee with copies of all tax and assessment notices on or including the License Area promptly, along with sufficient written documentation detailing any assessment increases attributable to Licensee’s Equipment, but in no event later than thirty (30) days after receipt by the City. 12.2.3 Taxes on Equipment. Licensee shall be responsible for all taxes and assessments levied upon Licensee’s Equipment. Licensee agrees not to allow or suffer a lien for any such taxes to be imposed upon the Equipment without promptly discharging the same, provided that Licensee, if so desiring, will have a reasonable opportunity to contest the validity of the same. 13 COMPLIANCE WITH LAWS 13.1 Requirement. 13.1.1 Current Laws. Licensee shall install, use, and maintain the Equipment in strict compliance with Laws and conditions to Regulatory Approvals relating to the use or occupancy of the License Area, including all Laws relating to health and safety and radio signal transmission. Any work or installations made or performed by or on behalf of Licensee or any person or entity claiming through or under Licensee is subject to applicable Laws. The parties agree that Licensee’s obligation to comply with all Laws is a material part of the bargained-for consideration under this Master License, irrespective of the degree to which such compliance may interfere with Licensee’s use or enjoyment of the License Area, the likelihood that the parties contemplated the particular Law involved and whether the Law involved is related to Licensee’s particular use of the License Area. No occurrence or situation arising during the Term arising under any current or future Law, whether foreseen or unforeseen and however extraordinary, will relieve Licensee from its obligations under this Master License or give Licensee any right to terminate this Master License or to otherwise seek redress against the City, except that Licensee may terminate a Pole License by removing its Equipment and surrendering rights to the License Area if Licensee determine in its judgment that compliance with a future law makes continued use of the Equipment in the License Area undesirable. After termination of any Pole License under this Section, the City will refund the portion of the previously-paid License Fee attributable to the terminated portion of the License Year, subject to the Minimum Term. 13.2 Personnel Safety Training. 13.2.1 CPUC Certification. Licensee shall ensure that all persons installing, operating, or maintaining its Equipment are appropriately trained and licensed by the California State Contractors Licensing Board and as required by applicable regulations and rules of the California Public Utilities Commission (the “CPUC”). Licensee shall ensure that these 21 persons are trained in and observe all safety requirements established by the City, the CPUC, and the California Division of Occupational Safety & Health, Department of Industrial Relations, including site orientation, tag-out lock-out de- energization rules, ladder and lift restrictions, and track and street right-of-way safety requirements. 13.2.2 Licensee’s Indemnity. During any period when Licensee or any Agent of Licensee is installing, operating, or maintaining its Equipment, Licensee acknowledges and agrees that the City has delegated control of the License Area to Licensee, which will be solely responsible for any resulting injury or damage to property or persons, except for injury or damage resulting from the City’s negligence, recklessness, or willful misconduct. The City is not a co-employer of any employee of Licensee or any employee of Licensee’s Agents, and the City will not be liable for any Claim of any employee of Licensee or any employee of Licensee’s Agents, except for Claims arising from the City’s negligence, recklessness, or willful misconduct. Licensee agrees to Indemnify the City fully (as provided in Article 17 (Licensee’s Indemnity)) against any Claim brought by any employee of Licensee, any employee of Licensee’s Agents, or any third party arising from or related to Licensee’s access to and use of the License Area and other activities of Licensee or its Agents in or around the License Area, except to the extent the Claims result from the City’s negligence, recklessness, or willful misconduct. 13.2.3 City’s Indemnity. During any period when the City or any Agent of the City is installing, operating, or maintaining its Equipment, the City acknowledges and agrees that the City has control of the License Area and will be solely responsible for any resulting injury or damage to property or persons, except for injury or damage resulting from Licensee's negligence. Licensee is not a co-employer of any employee of the City or any employee of the City’s Agents, and Licensee will not be liable for any Claim of any employee of the City or any employee of Licensor’s Agents, except for Claims arising from Licensee's negligence. The City agrees to Indemnify Licensee fully (as provided in Article 17 (Licensee’s Indemnity)) against any Claim brought by any employee of the City or any employee of the City’s Agents or any third party arising from or related to the City’s access to and use of the License Area and other activities of the City or its Agents or around in the License Area, except to the extent of or damage or injury resulting from Licensee's negligence, recklessness, or willful misconduct. 13.3 Compliance with CPUC General Order 95. Licensee shall conduct all activities on the License Area in accordance with CPUC General Order 95 and the rules and other requirements enacted by the CPUC under that General Order, as applicable and as amended. 13.4 Compliance with Electric Codes. Licensee shall conduct all activities on the License Area in accordance with the requirements of California Electric Code, National Electric Safety Code IEEE C2 (“NESC”), and any applicable local electrical code, as any of those codes may be amended. To the extent that CPUC General Order 95 does not address installation of cellular telephone antennas on Poles carrying electrical lines, Licensee shall apply applicable provisions of the NESC, with particular attention to paragraphs 224, 235C, 235F, 238, 239, and 239H and sections 22, 41, and 44. Where any conflict exists between the NESC, the California Electric Code, any local code, and CPUC General Order 128, the more stringent requirements will apply, as determined by the City. 13.5 City’s Exercise of its Proprietary Interests. Licensee acknowledges, but does not agree with the City’s position that the City is entering into this Master License in its capacity as a property owner with a proprietary interest in the License 22 Area and not as a Regulatory Agency with police powers. Nothing in this Master License limits in any way Licensee’s obligation to obtain required Regulatory Approvals from applicable Regulatory Agencies. By entering into this Master License, the City is in no way modifying or limiting Licensee’s obligation to cause the License Area to be used and occupied in accordance with all applicable Laws. 13.6 Regulatory Approvals. Licensee represents and warrants that prior to, and as a condition of, conducting its activities on the License Area, Licensee will acquire all Regulatory Approvals required for Licensee’s use of the License Area. Licensee shall maintain all Regulatory Approvals for Licensee’s Permitted Use on the License Area throughout the Term of this Master License and for as long as any Equipment is installed on any portion of the License Area. Following submission of a Pole License application by Licensee, such Regulatory Approvals (or written denials explaining with specificity all reasons for such denials) shall be issued by the City within the timeframe allowed by the FCC and 47 U.S.C. § 332(c)(7)(B)(i)(II). 13.7 Radiofrequency Radiation and Electromagnetic Fields. Licensee’s obligation to comply with all Laws includes all Laws relating to allowable presence of or human exposure to Radiofrequency Radiation (“RFs”) or Electromagnetic Fields (“EMFs”) on or off the License Area, including all applicable FCC standards, whether such RF or EMF presence or exposure results from Licensee’s Equipment alone or from the cumulative effect of Licensee’s Equipment added to all other sources on or near the License Area. Licensee must provide to the City a copy of the report required for Licensee’s Small Cell Attachment Permit, of an independent engineering consultant analyzing whether RF and EMF emissions at the proposed Pole Locations would comply with FCC standards, taking into consideration the Equipment installation specifications and distance to residential windows (each, an “Emissions Report”). If not provided earlier at the City’s request, Licensee shall submit the Emissions Report to the City with the applicable Pole License application. If the Emissions Report does not identify the type(s) of frequencies or bandwidth used by the Equipment, Licensee shall include such information in its Pole License application. If written evidence exists and is provided to Licensee or the City that Licensee’s RF or EMF emissions are in violation of applicable FCC standards, and within fifteen (15) business days of receipt of such evidence Licensee does not provide information that reasonably refutes the same, then City has the right to hire a third party to validate the claim that Licensee’s RF or EMF emissions are in violation of applicable FCC standards. If such third party validates such claim within thirty (30) days after it is retained based on the same evidence provided to Licensee, then Licensee shall be responsible for all costs of the third party hired by City pursuant to this Section 13.7. 13.8 Compliance with City’s Risk Management Requirements Licensee shall not do anything, or permit anything to be done by anyone under Licensee’s control, in, on, or about the License Area that would create any unusual fire risk, and shall take commercially reasonable steps to protect the City from any potential liability by reason of Licensee’s use of the License Area. Licensee, at Licensee’s expense, shall comply with all reasonable rules, orders, regulations, and requirements of the City Manager and City’s Risk Manager. 14 DAMAGE OR DESTRUCTION 14.1 No Statutory Rights for Damaged City Pole. The parties understand and agree that this Master License governs fully their rights and obligations in the event of damage or destruction of City Poles, and, to the extent applicable, Licensee and the City each hereby waives and releases the provisions of 23 section 1932, subdivision 2, and section 1933, subdivision 4, of the Civil Code of California (when hirer may terminate the hiring) or under any similar Laws. 14.2 Licensee’s Rights after Termination. After termination of any Pole License under this Section, the City will: (i) refund the portion of the previously-paid License Fee attributable to the terminated portion of the License Year, subject to Section 3.1.2 (Minimum Term); and (ii) give priority to Licensee’s Pole License application for a replacement City Pole. 15 ASSIGNMENT 15.1 Restriction on Assignment. Except as specifically provided in Section 15.6 (Permitted Assignment), Licensee shall not directly or indirectly Assign any part of its interest in or rights with respect to the License Area without the City’s prior consent. The City will not unreasonably withhold, condition or delay its consent to an Assignment other than an Assignment covered by Article 11 (Liens). 15.2 Notice of Proposed Assignment. This Section 15.2 shall apply to all Assignments other than Permitted Assignments under Section 15.6 (Permitted Assignment). If Licensee desires to enter into an Assignment of this Master License or any Pole License issued under this Master License, Licensee shall give notice (a “Notice of Proposed Assignment”) to the City, stating in detail the terms and conditions for such proposed Assignment and complete information, including financial statements or information, business history, and references and other information about the proposed assignee (the “Assignee”) that the City needs to make a fully informed decision about Licensee’s request. If Licensee does not deliver all information that the City reasonably requires simultaneously with the Notice of Proposed Assignment, the date of Licensee’s delivery of notice will be deemed to have occurred only when it has delivered any additional information the City requests. 15.3 City Response. 15.3.1 Timing. The City will grant or deny any request for consent to an Assignment within thirty (30) days after the City’s receipt or deemed receipt, if delayed under Section 15.2 (Notice of Proposed Assignment), of the Notice of Proposed Assignment (the “Assignment Response Period”). If the City consents to the proposed Assignment, then Licensee will have one hundred and eighty (180) days following the date the City delivers its consent notice to Licensee to complete the Assignment. As a condition of the City’s consent, the City shall be entitled to seventy-five percent (75%) of the bonus rent and/or net bonus consideration under any Assignment, except for a Permitted Assignment under Section 15.6 below, to the extent that such rent or other consideration is attributable to the value of the interest in the License Area created by this Master Agreement and related Pole License. The City shall be entitled to review Licensee’s books and records relating to the economic value of the Assignment as it may relate to the value of the interest in the License Area, provided that the City agrees in writing to keep the information in such books and records confidential, to the extent permitted by law, with the agreement to be in a form of commercially reasonable confidentiality agreement. 15.3.2 Effect of Default. Licensee acknowledges that it would be reasonable for the City to refuse to consent to an Assignment during any period during which any monetary or other material event of default by Licensee is outstanding (or any event has occurred that with notice or the passage of time or both would constitute a default) under this Master License. 24 15.4 Effect of Assignment. No Assignment by Licensee, consent to Assignment by the City, or Permitted Assignment will relieve Licensee of any obligation on its part under this Master License. Any Assignment that is not in compliance with this Article will be void and be a material default by Licensee under this Master License without a requirement for notice and a right to cure. The City’s acceptance of any License Fee, Additional Fee, or other payments from a proposed Assignee will not be deemed to be the City’s consent to such Assignment, recognition of any Assignee, or waiver of any failure of Licensee or other transferor to comply with this Article. 15.5 Assumption by Transferee. Each Assignee shall assume all obligations of Licensee under this Master License and each assigned Pole License and will be and remain liable jointly and severally with Licensee for all obligations to be performed by Licensee. No Assignment will be binding on the City unless Licensee or the Assignee delivers to the City evidence satisfactory to the City that the Assignee has obtained all Regulatory Approvals required to operate as a wireless telecommunications service provider on the assigned License Area, a copy of the assignment agreement (or other document reasonably satisfactory to the City in the event of a Permitted Assignment under Section 15.6 (Permitted Assignment)), and an instrument in recordable form that contains a covenant of assumption by such Assignee satisfactory in substance and form to the City, consistent with the requirements of this Article. However, the failure or refusal of an Assignee to execute such instrument of assumption will not release such Assignee from its liability as set forth in this Section. Except for a Permitted Assignment as provided in Section 15.6 (Permitted Assignment), Licensee shall reimburse the City on demand for any reasonable costs that the City incurs in connection with any proposed Assignment, including the costs of investigating the acceptability of the proposed Assignee and legal costs incurred in connection with considering any requested consent. The City agrees that its right to reimbursement under this Section during the Term will be limited to $2,000 for each request. 15.6 Permitted Assignment. 15.6.1 Defined. The City agrees that Licensee will be permitted to enter into an Assignment of this Master License and Pole Licenses issued under it (a “Permitted Assignment”), without the City’s prior consent but with notice to the City as provided below, to: (i) an Affiliate; (ii) a Subsidiary; (iii) an entity that acquires all or substantially all of Licensee’s assets in the market in which the License Area is located (as the market is defined by the FCC under an order or directive of the FCC; (iv) an entity that acquires Licensee by a change of stock ownership or partnership interest; or (v) an entity Controlled by Licensee or that, with Licensee, is under the Common Control of a third party. 15.6.2 Conditions. A Permitted Assignment is subject to the following conditions: (a) The Assignee uses the License Area only for the Permitted Use and holds all Regulatory Approvals necessary to lawfully install, operate, and maintain Equipment on the License Area. (b) Licensee provides the City with notice no later than thirty (30) days before the effective date of the Permitted Assignment, stating the contact information for the proposed Assignee and providing information that demonstrates the transfer to the Assignee would qualify as a Permitted Assignment as provided for by this section. (c) Licensee is in good standing under this Master License. 15.6.3 Licensee Carrier Customers. 25 (a) Licensee represents that it does not, and will not in the future, deploy any Equipment in the License Area pursuant to this Master License that may be owned and/or remotely operated by a third-party wireless carrier customer (“Carriers”) and installed and maintained by Licensee pursuant to existing agreements between Licensee and a Carrier. However, in the event that Licensee does deploy such Carrier Equipment, such Equipment shall be treated as Licensee’s Equipment for all purposes under this Master License and any applicable Pole License. A Carrier’s ownership and/or operation of such Equipment shall not constitute an Assignment under this Master License, provided that Licensee shall not actually or purport to sell, assign, encumber, pledge, or otherwise transfer any part of its interest in the License Area to a Carrier, or otherwise permit any portion of the License Area to be occupied or any work to be performed by anyone other than itself. Licensee shall remain solely responsible and liable for the performance of all obligations under this Master License and applicable Pole Licenses with respect to any Equipment owned and/or remotely operated by a Carrier. 16 DEFAULT 16.1 Events of Default by Licensee. Any of the following will constitute an event of default by Licensee under this Master License and any Pole Licenses issued under it: 16.1.1 Nonpayment of Fees. Licensee fails to pay any License Fee or Additional Fees as and when due, if the failure continues for thirty (30) days after the receipt of written notice from City to Licensee of such failure. 16.1.2 Lapsed Regulatory Approvals. Licensee fails to maintain all Regulatory Approvals required for the Permitted Use, if the failure continues for thirty (30) days after receipt of written notice from City to Licensee of such failure. 16.1.3 Prohibited Assignment. Licensee enters into an Assignment in violation of Article 15 (Assignment ) if the failure continues for thirty (30) days after written notice from City to Licensee of such failure. 16.1.4 Interference with City. Licensee interferes with the City’s operations in violation of Section 26.5.1 (Licensee’s Obligation Not to Cause Interference) if the failure continues for thirty (30) days after written notice from City to Licensee of such failure. 16.1.5 Failure to Maintain Insurance. Licensee fails to maintain insurance as required by Article 18 (Insurance) if the failure continues for thirty (30) days after written notice from City to Licensee of such failure. 16.1.6 Failure to Cure. Licensee fails to cure noncompliance with the specified requirements of this Master License after initial and follow-up notices or to pay the Default Fees as set forth in Subsection 16.2.4 (Default Fees). 16.1.7 Other Terms. Licensee fails to perform or comply with any other obligation or representation made under this Master License, if the failure continues for thirty (30) days after the date of notice from the City, or, if such default is not capable of cure within the 30- day period, Licensee fails to promptly undertake action to cure such default within such 30- day period and thereafter fails to use its best efforts to complete such cure within sixty (60) days after the City’s notice. 26 16.1.8 Abandonment. Licensee removes its Equipment or abandons the License Area for a continuous period of more than sixty (60) days, such that the License Area is longer being used for the Permitted Use. The City shall not deem a License Area abandoned if the Licensee is diligently pursuing completion of the work necessary to make the facility operational, which the City acknowledges may include separate fiber optic network connections. 16.1.9 Insolvency. Any of the following occurs: (i) the appointment of a receiver due to Licensee’s insolvency to take possession of all or substantially all of the assets of Licensee; (ii) an assignment by Licensee for the benefit of creditors; or (iii) any action taken by or against Licensee under any insolvency, bankruptcy, reorganization, moratorium, or other debtor relief Law, if any such receiver, assignment, or action is not released, discharged, dismissed, or vacated within sixty (60) days. 16.2 City’s Remedies. In addition to all other rights and remedies available to the City at law or in equity, the City will have the following remedies following the occurrence of an event of default by Licensee. 16.2.1 Continuation of License. Without prejudice to its right to other remedies, the City may continue this Master License and applicable Pole Licenses in effect, with the right to enforce all of its rights and remedies, including the right to payment of License Fees, Additional Fees, and other charges as they become due. 16.2.2 Termination of Pole License. If a default specific to one or more Pole Licenses is not cured by Licensee within the applicable cure period, if any, specified in Section 16.1 (Events of Default by Licensee), the City may terminate each Pole License in default. 16.2.3 Termination of Master License. If Licensee’s default is of such a serious nature in the City’s sole but reasonable judgment that the default materially affects the purposes of this Master License, the City may terminate this Master License in whole or in part. Termination of this Master License in whole will affect the termination of all Pole Licenses issued under it automatically and without the need for any further action by the City. In either case, the City will deliver notice to Licensee providing 30-days’ notice of termination and specifying whether the termination affects the entire Master License or only certain Pole Licenses as specified in the notice. The City will specify the amount of time Licensee will have to remove its Equipment from any affected City Pole, which will be at least sixty (60) days after the date of the City’s notice for up to 50 City Poles and an additional thirty (30) days for more than fifty (50) City Poles. If Licensee does not remove its Equipment within the specified period, the City will be entitled to remove Licensee’s Equipment from the License Areas and store such equipment at Licensee’s sole cost and expense and at a location to be determined by the City’s sole discretion. City shall provide Licensee reasonable notification to pick up the Equipment. Licensee agrees that the City shall not be liable for any damages, losses, claims or liabilities relating to the removal and storage of Licensee’s Equipment pursuant to this section. 16.2.4 Default Fees. Without limiting the City’s other rights and remedies under this Master License, the City may require Licensee to pay Additional Fees for the City’s administrative costs in providing notice or performing inspections for the events described below (each, a “Default Fee”), by giving notice of the City’s demand that Licensee cure the default and specifying the cure period. The Default Fee for the initial notice from the City will be due and payable to the City thirty (30) days after delivery of notice to Licensee. In addition, 27 if Licensee fails to cure the condition within the cure period set forth in the initial notice, and the City then delivers to Licensee a follow-up notice requesting compliance, then the Default Fee for the follow-up notice will be due and payable to the City fifteen (15) days after delivery of the follow-up notice to Licensee. Default Fees will apply to any of the following events: (a) Licensee constructs or installs any alteration or improvement without the City’s prior approval as required by Article 6 (Pole License Approvals), Article 7 (Installation of Equipment), or Article 8 (Alterations) of this Master License. (b) Licensee fails to make a repair required by Article 10 (Licensee’s Maintenance and Repair Obligations) on a timely basis. (c) Licensee fails to follow the plan approval procedures and installation requirements as set forth in Article 7 (Installation of Equipment). (d) Licensee fails to provide evidence of the required bonds and insurance coverage described in Article 18 (Insurance) on a timely basis. 16.3 Licensee’s Remedy for City Defaults. Licensee’s remedies for the City’s breach or threatened breach of this Master License or any Pole License issued under it will be an action for damages and/or an injunction, subject to Article 19 (Limitation of City’s Liability), and termination of this Master License or any Pole License upon thirty (30) days’ prior written notice to the City. The City’s failure to comply with the terms and conditions of this Master license or any Pole License within thirty (30) days of the receipt of a notice of default from Licensee will constitute an event of default by City. 16.4 Cumulative Rights and Remedies. All rights and remedies under this Master License are cumulative, except as otherwise provided. 17 LICENSEE’S INDEMNITY 17.1 Scope of Indemnity. Licensee, on behalf of itself and its successors and assigns, shall Indemnify the City, its officers, employees and agents (“Indemnified Parties”) from and against any and all liabilities, losses, costs, claims, judgments, settlements, damages, liens, fines, penalties, and expenses, including direct and vicarious liability of every kind (each, a “Claim”), incurred in connection with or arising in whole or in part from: (a) injury to or death of a person, including employees of Licensee, or loss of or damage to property, occurring on or about the License Area or arising in connection with Licensee’s or its Agents’ or Invitees’ authorized or unauthorized use of the License Area; (b) any default by Licensee in the observation or performance of any of the terms, covenants, or conditions of this Master License to be observed or performed on Licensee’s part; (c) the use or occupancy or manner of use or occupancy of the License Area by Licensee, its Agents, or Invitees, or any person or entity claiming through or under any of them; (d) the presence of or exposure to RFs or EMFs resulting from Licensee’s failure to comply with FCC standards in its use of the License Area; (e) the condition of the License Area or any occurrence on the License Area from any cause attributable to the events described in clauses (a), (b), (c), or (d) of this Section; or (f) any acts, omissions, or negligence of Licensee, its Agents, or Invitees, in, on, or about the License Area; all regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on, the Indemnified Parties, except to the extent that such Indemnity is void or otherwise unenforceable under applicable Law in effect on or validly retroactive to the date of this Master License and further except to the extent such Claim is caused by the willful misconduct or gross negligence of the Indemnified Parties. 28 17.2 Indemnification Obligations. Licensee’s Indemnification obligation includes reasonable fees of attorneys, consultants, and experts and related costs, including the City’s costs of investigating any Claim. Licensee specifically acknowledges and agrees that it has an immediate and independent obligation to defend the City and the other Indemnified Parties from any Claim that actually or potentially falls within the scope of Section 17.1 (Scope of Indemnity) even if allegations supporting the Claim are groundless, fraudulent, or false, which obligation arises at the time such Claim is tendered to Licensee by the Indemnified Party and continues at all times until finally resolved. Licensee’s obligations under this Article will survive the termination of the Master License. 18 INSURANCE 18.1 Licensee’s Insurance. As a condition to issuance of any Pole License, Licensee must provide proof of compliance with the insurance requirements in this Article except to the extent the City’s Risk Manager agrees otherwise in writing. 18.1.1 Coverage Amounts. Licensee shall procure and keep in effect at all times during the Term, at Licensee’s cost, insurance in the following amounts and coverages: (a) Commercial General Liability insurance (including premises operations; explosion, collapse and underground hazard; products/completed operations; contractual liability; independent contractors; personal and advertising injury) with limits of $2 million per occurrence for bodily injury and property damage and $4 million general aggregate. (b) Worker’s Compensation Insurance in compliance with the statutory requirements of the state of California and Employer’s Liability Limits of $1 million each accident/disease/policy limit. (c) Commercial Automobile Liability Insurance with a combined single limit of $2 million each occurrence combined single limit for bodily injury and property damage, including owned and non-owned and hired vehicles. 18.1.2 Required Endorsements. Commercial General Liability and Commercial Automobile Liability Insurance policies must provide the following: (a) Include as additional insured as their interest may appear under this Agreement the “City of South San Francisco, and its officers, and employees;” and (b) That such policies are primary insurance to any other insurance available to the additional insureds, with respect to any Claims arising out of this Master License, and that insurance applies separately to each insured against whom Claim is made or suit is brought. Such policies shall also provide for severability of interests and that an act or omission of one of the named insureds that would void or otherwise reduce coverage shall not reduce or void the coverage as to any insured, and shall afford coverage for all Claims based on acts, omissions, injury, or damage that occurred or arose (or the onset of which occurred or arose) in whole or in part during the policy period. 18.1.3 Notice of Cancellation. Upon receipt of notice from its insurer(s) Licensee shall provide the City with thirty (30) days’ prior written notice of cancellation of any coverage required herein. 29 18.1.4 Claims-Made Policies. Should any of the required insurance be provided under a claims-made form, Licensee shall maintain such coverage continuously throughout the Term and, without lapse, for a period of one (1) year after the expiration or termination of this Master License, to the effect that, should occurrences during the Term give rise to Claims made after expiration or termination of this Master License, such Claims shall be covered by such claims-made policies. 18.1.5 General Aggregate Limit. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit or provides that Claims investigation or legal defense costs will be included in such general annual aggregate limit, such general aggregate limit shall be double the occurrence limits specified above. 18.1.6 Certificates. Licensee shall deliver to the City certificates of insurance and blanket additional insured policy endorsements from insurers in a form reasonably satisfactory to the City, evidencing the coverages required under this Master License, within five (5) days of the Effective Date, and Licensee shall provide the City with certificates thereafter promptly upon the City’s request. 18.1.7 Insurance Does Not Limit Indemnity. Licensee’s compliance with the provisions of this Section shall in no way relieve or decrease Licensee’s liability under Article 17 (Licensee’s Indemnity) or any other provision of this Master License. 18.1.8 Right to Terminate. The City may elect, in the City’s reasonable discretion, to terminate this Master License if Licensee allows any required insurance coverage to lapse by: (i) providing Licensee notice of the event of default; and (ii) including in the notice of default or a notice of termination if Licensee fails to reinstate the lapsed coverage within three (3) business days after the City delivers notice. 18.1.9 Ratings. Licensee’s insurance companies must be licensed or authorized to do business in California and must meet or exceed an A.M. Best rating of A-VII or its equivalent. 18.1.10 Effective Dates. All insurance must be in effect before the City will authorize Licensee to install Equipment on any City Pole and remain in force until all Equipment has been removed from the License Area. Licensee is responsible for determining whether the above insurance coverages are adequate to protect its interests. The above coverages are not limitations upon Licensee’s liability. 18.1.11 Self-Insurance Alternative. Licensee may propose and the City may accept an alternative insurance program, if that program provides equivalent protections to the City as the insurance requirements in this Section, which the City will determine in consultation with the City’s Risk Manager. The City’s acceptance of an alternative insurance program will not effect an implied waiver or amendment of any other requirement of this Master License. Any amendment of these insurance requirements must be in a written amendment to this Master License, executed in the same manner as this Master License. 18.1.12 Excess/Umbrella Insurance. The coverage amounts set forth for Commercial General Liability and Commercial Auto Liability may be met by a combination of primary and excess/umbrella policies as long as in combination, the policies’ limits equal the requirements stated herein. 18.2 Insurance of Licensee’s Property. Licensee shall be responsible, at its expense, and in its sole discretion, for separately insuring Licensee’s property if it chooses to do so. 18.3 City’s Insurance. 30 Licensee acknowledges that the City maintains insurance, self-insurance, or equivalent risk management coverage against casualty, property damage, and public liability risks. The City agrees to maintain adequate coverage for public liability risks during the Term and is not required to carry any additional insurance with respect to the License Area or otherwise. 18.4 Waiver of Subrogation. The City and Licensee each hereby waives any right of recovery against the other party for any loss or damage sustained by such other party with respect to the License Area or any portion thereof or the contents of the same or any operation therein, whether or not such loss is caused by the fault or negligence of such other party, to the extent such loss or damage is covered by insurance obtained by the waiving party under this Master License or is actually covered by insurance obtained by the waiving party. Each waiving party agrees to cause its insurers to issue appropriate waiver of subrogation rights endorsements to all policies relating to the License Area, but the failure to obtain any such endorsement will not affect the waivers in this Section. 18.5 Contractors’ Bonds and Insurance. Licensee shall require its contractors that install, maintain, repair, replace, or otherwise perform work on the License Area: (a) to provide bonds to guarantee the performance of the work and the payment of subcontractors and suppliers for any installation of Equipment; and (b) to have and maintain insurance of substantially the same coverage with substantially the same limits as required of Licensee. 19 LIMITATION OF CITY’S LIABILITY 19.1 General Limitation on City’s Liability. Except as otherwise expressly provided in this Master License, the City is not responsible or liable to Licensee for, and Licensee hereby waives all Claims against the City and its Agents and releases the City and its Agents from, all Claims from any cause (except to the extent caused by the gross negligence or willful misconduct of the City and its Agents, or the City’s breach of this Master License Agreement), including acts or omissions of persons using the sidewalk or street adjoining or adjacent to or connected with the License Area; utility interruption; theft; burst, stopped, or leaking water, gas, sewer, or steam pipes; or gas, fire, oil, or electricity in, flood, vehicle collision, or other accidental “knock downs” or similar occurrences on or about the License Area or other City Property. 19.2 Consequential Damages. Licensee expressly acknowledges and agrees that the License Fees and Additional Fees payable under this Master License do not take into account any potential liability of the City for consequential or incidental damages. The City would not be willing to enter into this Master License or issue any Pole Licenses in the absence of a complete waiver of liability, to the fullest extent permitted by Law, for consequential or incidental damages due to the acts or omissions of the City or its Agents, and Licensee expressly assumes the risk with respect thereto. Accordingly, without limiting any Indemnification obligations of Licensee or other waivers contained in this Master License, and as a material part of the consideration for this Master License, Licensee fully releases, waives, and discharges forever any and all Claims against the City for consequential and incidental damages arising out of this Master License or any Pole License, including lost profits arising from the disruption to Equipment, any interference with uses conducted by Licensee under this Master License and Pole Licenses, regardless of the cause, and whether or not due to the active or passive negligence or willful misconduct of the City or its Agents, and covenants not to sue for such damages 31 the City or its officers, directors, and employees, and all persons acting by, through, or under each of them. 19.3 No Relocation Assistance. This Master License creates no right in Licensee to receive any relocation assistance or payment for any reason under the California Relocation Assistance Law (Cal. Gov. Code §§ 7260 et seq.), the Uniform Relocation Assistance and Real Property Acquisition Policies Act (42 U.S.C. §§ 4601 et seq.), or similar Law upon any termination of occupancy. To the extent that any relocation law may apply, Licensee waives, releases, and relinquishes forever any and all Claims that it may have against the City for any compensation from the City except as specifically provided in this Master License upon termination of its occupancy of all or any part of the License Area. 19.4 Non-Liability of City Officials, Employees, and Agents. No elective or appointive board, commission, member, officer, employee, or other Agent of the City will be personally liable to Licensee, its successors, or its assigns, in the event of any default or breach by the City or for any amount which may become due to Licensee, its successors, or its assigns, or for any obligation of the City under this Master License. 19.5 Scope of Waivers. Licensee acknowledges the City’s rights under this Article and waives any Claims arising from the exercise of its rights. In connection with the preceding sentence and releases and waivers under Section 10.3 (No Right to Repair City Property), Section 14.1 (No Statutory Rights for Damaged City Pole), Section 18.4 (Waiver of Subrogation), Section 19.1 (General Limitation on City’s Liability), Section 19.2 (Consequential Damages), Section 19.3 (No Relocation Assistance), Section 20.3 (No Liability for Emergency Access), and any other waiver by Licensee under this Master License, Licensee acknowledges that it is familiar with section 1542 of the California Civil Code, which reads: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Licensee realizes and acknowledges that the waivers and releases contained in this Master License include all known and unknown, disclosed and undisclosed, and anticipated and unanticipated Claims. Licensee affirms that it has agreed to enter into this Master License in light of this realization and, being fully aware of this situation, it nevertheless intends to waive the benefit of Civil Code section 1542 and any similar Law. The releases and waivers contained in this Master License will survive its expiration or earlier termination. 20 CITY ACCESS TO LICENSE AREA 20.1 City’s Right of Access. Except as specifically provided otherwise, the City and its designated Agents have the right of access to any part of the License Area at any time without notice for any purpose, provided that, except in a case of an emergency as specifically provided in this Master License, the City shall provide at least fifteen (15) days’ prior written and telephonic notice to Licensee at 866-862-4404 if City intends to turn off power to Licensee’s Equipment. 20.2 Emergency Access. 32 If safe and practicable, the City will notify Licensee of any emergency that requires the City to remove and replace a City Pole and allow Licensee to remove its Equipment before the City removes or replaces a City Pole in an emergency situation or other exigent circumstances. But if in the City’s sole but reasonable judgment it is not safe or practicable to wait for Licensee to perform the work or where such delay would cause significant delay to or otherwise compromise public safety or services, the City will remove the Equipment from the City Pole, exercising reasonable care to avoid damage. The City will hold the Equipment for retrieval by Licensee, and Licensee will have the right to reinstall the Equipment or equivalent Equipment at Licensee’s expense on the repaired or replaced City Pole in accordance with Article 7 (Installation of Equipment). As provided in Section 9.4 (Emergencies), the City’s removal of Licensee’s Equipment in emergency or exigent circumstances may not be deemed to be a forcible or unlawful entry into or interference with Licensee’s rights to the License Area. 20.3 No Liability for Emergency Access. The City will not be liable in any manner, and Licensee hereby waives any Claims, for any inconvenience, disturbance, loss of business, nuisance, or other damage arising out of the City’s entry onto the License Area, including the removal of Licensee’s Equipment from a City Pole in an emergency as described in Subsection 20.2(Emergency Access), except damage resulting directly and exclusively from the negligence or willful misconduct of the City or its Agents and not contributed to by the acts, omissions, or negligence of Licensee, its Agents, or Invitees. 21 REQUIRED RECORDS 21.1 Records of Account. Licensee shall maintain during the Term and for a period ending three (3) years after the Expiration Date or earlier termination of this Master License the following records at a place of business within the Alameda County area or in an electronic format: (a) identification and location of all City Poles under active Pole Licenses; (b) amounts and dates of License Fees paid to the City; (c) Regulatory Approvals issued for the installation, operation, and maintenance of Equipment on City Poles; and (d) correspondence with the City concerning any matter covered by this Master License. The City, or a consultant acting on its behalf, will have the right to inspect and audit Licensee’s records at Licensee’s place of business during regular business hours on ten (10) days’ notice to Licensee. Such inspection and audit shall be at City’s sole expense, except for any costs incurred by the Licensee in making Licensee’s records available for inspection. 21.2 Estoppel Certificates. Licensee, at any time and from time to time on not less than thirty (30) days’ notice from the City, shall execute, acknowledge, and deliver to the City or to any party designated by the City, a certificate of Licensee stating: (a) that Licensee has accepted the License Area (or, if Licensee has not done so, that Licensee has not accepted all or any part of the License Area and specifying the applicable portions of the License Area and reasons for non-acceptance); (b) the Commencement Dates of any Pole Licenses then in effect; (c) the Effective Date and Expiration Date of this Master License; (d) that this Master License and Pole Licenses are unmodified and in full force and effect or, if modified, the manner in which they are modified; (e) to Licensee’s knowledge, whether any defenses then exist against the enforcement of any of Licensee’s obligations under this Master License (and if so, specifying the same); (f) to Licensee’s knowledge, whether any of the City’s obligations under this Master License are outstanding (and if so, identifying any City obligations that Licensee believes that the City has failed to meet); (g) the dates, if any, to which the License Fees and Additional Fees have been paid; and (h) any other information that may be reasonably required by any such persons. 33 21.3 Regulatory and Bankruptcy Records. 21.3.1 Copies for City Records. After receipt of written request from City, Licensee shall provide to the City copies of: (a) any non-privileged, non-proprietary pending applications or other non-privileged, non-proprietary filing by or against Licensee of an action for bankruptcy, receivership, or trusteeship; and (b) all relevant non-privileged, non- proprietary petitions, applications, communications, and reports submitted by Licensee to the FCC or any other Regulatory Agency having jurisdiction directly related to Licensee’s installation or operation of Equipment on City Poles or other City property. 21.3.2 Production of Documents. The City will attempt to notify Licensee promptly after delivery of any request for copies of these records made under any public records Law or in any court proceeding and of the date on which the records are to be made available. If Licensee believes that any of the requested records are confidential or contain proprietary information, Licensee must identify those records to the City before the date of required production. If the request is made through any court or administrative proceeding, or the requesting party otherwise makes a formal complaint regarding nondisclosure, Licensee will have the burden to obtain any protective order needed to withhold production at its sole cost and expense. Licensee acknowledges that the City’s compliance with any court order, including a subpoena duces tecum, will not violate this Subsection. The City’s failure to notify Licensee will not affect the City’s legal obligation to produce records or give rise to any Claim by Licensee against the City. 22 RULES AND REGULATIONS Licensee shall faithfully comply during the Term with any and all reasonable rules, regulations, and instructions that the City establishes, as amended from time to time, with respect to use of any part of the License Area, to the extent that the rules, regulations, and instructions do not materially conflict with Laws or with any express, material terms and conditions of this Master License. 23 FINANCIAL ASSURANCES 23.1 Security Deposit, Bond or Other Forms of Financial Assurance. Prior to erecting or installing facilities and equipment, Licensee shall either secure a bond, make a security deposit, or provide other forms of financial assurance acceptable to the City, for the removal of the facility in the event that its use is abandoned or the approval is otherwise terminated pursuant to the terms of this Master License, in the one-time amount of Fifty thousand Dollars ($50,000.00) to be delivered with Licensee’s Acknowledgement Letter for the first Pole License issued under this Master license. Licensee shall replenish the bond, security deposit or other form(s) of financial assurance to remain at the amount of Fifty Thousand Dollars ($50,000.00) in the event City draws down that amount in compliance with the terms of this Master License. 24 SURRENDER OF LICENSE AREA 24.1 Surrender. 24.1.1 Obligations Upon Surrender. Licensee shall peaceably remove its Equipment from applicable portions of the License Area, repair any damage resulting from the removal, and surrender it to the City in good order and condition, normal wear and tear excepted, free of debris and hazards, and free and clear of all liens and encumbrances in accordance with the timeframes outlined in Section 16.2.3. Licensee’s obligations under this Article will survive the Expiration Date or other termination of this Master License. 24.1.2 Equipment Abandoned After Termination. The removal or abandonment of Licensee’s equipment after termination shall be governed by the provisions outlined in 34 Section 16.2.3. Licensee agrees that California Civil Code sections 1980 et seq. and similar provisions of the Civil Code addressing abandoned property by residential or commercial tenants do not apply to any abandoned Equipment. 24.2 Holding Over. 24.2.1 With Consent. Any holding over after the termination of any Pole License with the express consent of the City will be construed to automatically extend the Term of this Master License for a period of one License Year at a License Fee equal to 125% of the License Fee in effect immediately before such termination, and the Master License otherwise will be on its express terms and conditions. 24.2.2 Without Consent. Any holding over without the City’s consent will be a default by Licensee and entitle the City to exercise any or all of its remedies, even if the City elects to accept one or more payments of License Fees, Additional Fees, or other amounts payable to the City from Licensee after the Expiration Date. 25 HAZARDOUS MATERIALS 25.1 Hazardous Materials in License Area. Licensee covenants and agrees that neither Licensee nor any of its Agents or Invitees shall cause or permit any Hazardous Material to be brought upon, kept, used, stored, generated, disposed of, or Released in, on, under, or about the License Area or any other part of City Property, or transported to or from any City Property in violation of Environmental Laws, except that Licensee may use small quantities of Hazardous Materials as needed for routine operation, cleaning, and maintenance of Licensee’s Equipment that are customarily used for routine operation, cleaning, and maintenance of such equipment and so long as all such Hazardous Materials are contained, handled, and used in compliance with Environmental Laws. Licensee shall immediately notify the City if and when Licensee learns or has reason to believe any Release of Hazardous Material has occurred in, on, under, or about the License Area or other City Property. 25.2 Licensee’s Environmental Indemnity. If Licensee breaches any of its obligations contained in this Article, or if any act, omission, or negligence of Licensee or any of its Agents or Invitees in the performance of activities pursuant to this license results in any contamination of the License Area or other City Property, or in a Release of Hazardous Material from, on, about, in, or beneath any part of the License Area or other City Property, or the violation of any Environmental Law, then Licensee, on behalf of itself and its successors and assigns, shall Indemnify the City, its Agents, and their respective successors and assigns from and against any and all Claims (including damages for decrease in value of the License Area or other City Property, the loss or restriction of the use of usable space in the License Area or other City Property and sums paid in settlement of Claims, attorneys’ fees, consultants’ fees, and experts’ fees and related costs) arising during or after the Term of this Master License relating to such Release or violation of Environmental Laws; provided, however, Licensee shall not be liable for any Claims to the extent such Release was caused by the gross negligence or willful misconduct of the City or its Agents. Licensee’s Indemnification obligation includes costs incurred in connection with any activities required to Investigate and Remediate any Hazardous Material brought onto the License Area or other City Property by Licensee or any of its Agents or Invitees and to restore the License Area or other City Property to its condition prior to Licensee’s introduction of such Hazardous Material or to correct any violation of Environmental Laws. Licensee specifically acknowledges and agrees that it has an immediate and independent obligation to defend the City and the other 35 Indemnified Parties from any Claim that actually or potentially falls within this Indemnity provision even if the allegations supporting the Claim are or may be groundless, fraudulent, or false, which obligation arises at the time such Claim is tendered to Licensee by the Indemnified Party and continues until the Claim is finally resolved. Without limiting the foregoing, if Licensee or any of its Agents or Invitees causes the Release of any Hazardous Material on, about, in, or beneath the License Area or other City Property, then in any such event Licensee shall, immediately, at no expense to any Indemnified Party, take any and all necessary actions to return the License Area or other City Property, as applicable, to the condition existing prior to the Licensee’s Release of any such Hazardous Materials on the License Area or other City Property or otherwise abate the Release in accordance with all Environmental Laws, except to the extent such Release was caused by the gross negligence or willful misconduct of the City or its Agents. Licensee shall afford the City a full opportunity to participate in any discussions with Regulatory Agencies regarding any settlement agreement, cleanup or abatement agreement, consent decree, or other compromise or proceeding involving Hazardous Material. 26 SPECIAL PROVISIONS 26.1 Early Termination by Either Party. If Licensee does not obtain all Regulatory Approvals for any Pole License within six (6) months of the full execution by both parties of the Pole License, unless such failure to obtain Regulatory Approvals is due to circumstances that are beyond Licensee’s reasonable control without its fault or negligence and cannot be reasonably mitigated, overcome or avoided by its due diligence, either party will have the right to terminate that Pole License on sixty (60) days’ notice (“Notice Period”), which the terminating party must deliver to the other party the Pole License to be terminated. If a Pole License is terminated under this provision, the Commencement Date will be deemed not to occur, and Licensee will have no obligation to pay the License Fee. If Licensee obtains all Regulatory Approvals within the sixty (60)- day Notice Period, the termination shall be revoked and the Pole License shall remain in full force and effect. 26.2 Licensee’s Termination Rights. 26.2.1 No-Fault Termination of Master License. This Subsection will apply after the Commencement Date of any Pole Licenses. If Licensee fails to obtain or loses Regulatory Approvals for the Permitted Use with respect to a majority of the City Poles subject to Pole Licenses for reasons other than its failure to comply with the conditions of this Master License or Regulatory Approvals and in spite of reasonable efforts by Licensee to obtain or maintain its Regulatory Approvals, Licensee may terminate this Master License at any time on ninety (90) days’ prior notice to the City. 26.2.2 Pole License Termination. Absent the circumstances described in Subsection 26.2.1 (No-Fault Termination of Master License), Licensee may terminate a Pole License on ninety (90) days’ notice at any time following the first anniversary of the applicable Pole License Effective Date. Licensee may remove its Equipment from the applicable License Area at any time after giving the required notice. 26.2.3 Master License Termination. Licensee may terminate this Master License at any time on one year’s notice. 26.2.4 Interference Caused by City Work. If any City work described in Section 9.1 (Repairs, Maintenance, and Alterations) prevents Licensee from using a City Pole or other License Area for more than thirty (30) days, Licensee will be entitled to: (i) a pro rata abatement of the License Fee for the period Licensee is unable to use the City Pole; (ii) 36 terminate the Pole License on thirty (30) days’ notice; or (iii) both abatement of the License Fee under clause (i) and termination under clause (ii). 26.3 City’s Termination Rights . 26.3.1 Absolute Right to Terminate Pole Licenses. (a) The City has the absolute right in its sole discretion to terminate any or all Pole Licenses if the City Manager (or his or her designee) determines that Licensee’s continued use of the License Area adversely affects or poses a threat to public health and safety, constitutes a public nuisance pursuant to applicable laws (however, City and Licensee agree that there is a rebuttable presumption that the Permitted Use is not or will not be a nuisance or a hazard), interferes with the City’s street lights, utilities, or other municipal operations, or requires the City to maintain a City Pole that is no longer required for City purposes; provided, however, Licensee may request and the City may determine in its sole discretion, to either relocate to another City Pole reasonably acceptable to City and Licensee. (b) If the condition is susceptible to cure, the City will provide notice to Licensee of the City’s determination, the underlying reasons for the determination, and provide a 30-day cure period following which the affected Pole Licenses will terminate if Licensee has not effected a cure. Provided, however, that the Agreement shall not be terminated if the condition cannot reasonably be cured within thirty (30) days of such notice and Licensee commences the cure within such thirty (30) day period and thereafter diligently and continuously pursues the cure to completion. (c) If the condition is not susceptible to cure in the City’s sole judgment, the City will have the right to terminate the affected Pole Licenses on thirty (30) days’ notice to Licensee of the City’s determination. (d) The City will endeavor to accommodate a request by Licensee to relocate the Pole License and related Equipment, at Licensee’s sole cost and expense, to another City Pole. 26.3.2 Removal of Equipment. The City in its sole but reasonable discretion may determine that exigent circumstances require, for reasons of protecting public health and safety as shown based on evidence collected and provided to Licensee with regard to Licensee’s Equipment on such Pole, that Licensee remove the Equipment from a particular City Pole on thirty (30) days’ notice. Licensee shall remove the Equipment from the identified City Pole within the 30-day period or any longer time to which the City agrees. The applicable Pole License will terminate as to the identified City Pole upon expiration of the 30-day period. After termination of any Pole License under this section, the City will (i) refund the portion of the previously-paid License Fee attributable to the terminated portion of the License Year, subject to Section 3.1.2 (Minimum Term); and (ii) give priority to Licensee’s Pole License application for a replacement City Pole. If Licensee fails to remove the Equipment in accordance with this Subparagraph, the City will be entitled to remove Licensee’s Equipment and store such equipment at Licensee’s sole cost and expense and at a location to be determined by the City’s sole discretion. City shall provide Licensee reasonable notification to pick up the Equipment. Licensee agrees that the City shall not be liable for any damages, losses, claims or liabilities relating to the removal and storage of Licensee’s Equipment pursuant to this Subparagraph. 26.3.3 City Pole Removal. The City has the right to remove any City Pole that it determines in its sole judgment is unnecessary for its street light operations. If the City decides to remove a City Pole, it will make reasonable efforts to provide at least ninety (90) days’ notice to 37 Licensee, but the City’s rights under this Subparagraph will not be affected by its failure to provide less than ninety (90) days’ notice. Upon removal of a City Pole, either party will have the right to terminate the Pole License as to the affected City Pole as of the last day of the month of removal. After termination of any Pole License under this section, the City will (i) refund the portion of the previously-paid License Fee attributable to the terminated portion of the License Year, subject to Section 3.1.2 (Minimum Term); and (ii) give priority to Licensee’s Pole License application for a replacement City Pole. 26.3.4 Replacement, Relocation, or Upgrading of City Poles. The City has the right to replace, relocate, or add City equipment to, and remove Licensee’s Equipment from, any City Pole that the City determines in its sole but reasonable judgment is necessary for its municipal operations, including, but not limited to, LED conversion or installation of solar capabilities, or repair or modifications to the public right of way pursuant to a development project in the City. If the City decides to replace or relocate a City Pole or add equipment requiring the removal of Licensee’s Equipment, the City will make reasonable efforts to provide at least sixty (60) days’ notice to Licensee, but the City’s rights under this Subparagraph will not be affected by its failure to provide less than sixty (60) days’ notice. Licensee may choose either to terminate the applicable Pole License as to the replacement, relocated, or upgraded City Pole or, only if feasible in the discretion of the City’s Public Works Department, install Licensee’s Equipment on the replacement, relocated, or upgraded City Pole at Licensee’s sole cost. The City will endeavor to accommodate a request by Licensee to relocate the Pole License and related Equipment, at Licensee’s sole cost and expense, to another City Pole mutually acceptable to Licensee and City. 26.4 Licensee’s Rights after Termination. Promptly after the effective date of any termination of any Pole License under Subsection 26.2.4 (Interference caused by City Work) or Section 26.3 (City’s Termination Rights), the City will refund the portion of any previously-paid License Fee attributable to the terminated portion of the License Year, subject to Section 3.1.2 (Minimum Term). In addition, if Licensee wishes to replace the City Pole with a different Pole Location, the City will give priority to Licensee’s Pole License applications for an equal portion of replacement City Poles, but the grant of priority will not affect Licensee’s obligations under this Master License, including the requirement to obtain all Regulatory Approvals for the replacement City Poles. 26.5 Special Remedies for Interference with Operations. 26.5.1 Licensee’s Obligation Not to Cause Interference. (a) Licensee will not operate or maintain its Equipment in a manner that causes measurable interference with City’s current and future emergency response, communication or computer equipment, or with pre-existing communication (radio, telephone, and other transmission or reception) or computer equipment lawfully and correctly used by any person adjacent to the License Area, including the City or any of its Agents. In the event such interference occurs and is not cured within thirty (30) days of notice from City, or the interfering Equipment is not powered down during such thirty (30) day period (except for intermittent testing) such interference will be an event of default under this Master License by Licensee as to such Pole License, and upon notice from the City, Licensee shall be responsible for eliminating such interference promptly and at no cost to the City. Licensee will be required to use its best efforts to remedy and cure such interference with or impairment of City operations. Prior to installation of any equipment, Licensee shall conduct an in-field test at the License Area to determine what existing communications are transmitted 38 from or received in the License Area. A report of the in-field test shall be submitted with each application for a Pole License. (b) If Licensee does not cure the default promptly or power down the interfering Equipment (except for intermittent testing), the parties acknowledge that continuing interference may cause irreparable injury and, therefore, the City will have the right to bring an action against Licensee to enjoin such interference or to terminate all Pole Licenses where the Equipment is causing interference or impairment, at the City’s election. 26.5.2 Impairment Caused by Change in City Use. (a) If any change in the nature of the City’s use of the License Area during the Term results in measurable material adverse impairment to Licensee’s normal operation of its Equipment making it necessary to alter the Equipment to mitigate the adverse effect, Licensee shall notify the City and provide evidence of the claimed impairment. Upon receipt of such notice, the City will have the right to make its own reasonable determination and, if it agrees with Licensee, investigate whether it can reasonably and economically mitigate that interference. The City will provide notice to Licensee of the City’s determination within thirty (30) days of its receipt of notice from Licensee. (b) If the City determines in its sole discretion that mitigation is feasible and can be achieved for a reasonable cost in the City’s reasonable judgment, the City’s notice will specify when the City will mitigate the adverse effect. The City’s mitigation will effect a cure, and the City will not be liable to Licensee in any other way or be required to take any other measures with respect to the Equipment. (c) If the City determines in its sole discretion that mitigation is not feasible or cannot be achieved for a reasonable cost in the City’s reasonable judgment, Licensee may elect either to: (i) terminate the Pole License as to the affected City Pole and receive a ratable reduction in the License Fee; (ii) request to relocate the Pole License and related Equipment, at Licensee’s sole cost and expense, to another City Pole, subject to City’s approval in its sole but reasonable discretion; or (iii) or (iii) take steps itself at its own cost to mitigate the adverse effect and continue to operate the Equipment on the City Pole, and receive from the City a waiver of the License Fee for the first 6 months of the following License Year under the affected Pole License to offset the cost of mitigation. (d) Licensee agrees that the City’s temporary and partial abatement or waiver of the License Fee under this Subsection will be the only compensation due to Licensee for costs incurred or otherwise arising from the adverse effect as liquidated damages fully compensating Licensee for all Claims that may arise or be related to the adverse effects. Under no circumstances may the City be required to alter its operations at the identified City Pole or provide a replacement City Pole to Licensee. 26.5.3 Impairment Caused by City Access. Licensee agrees that it will not be entitled to any abatement of License Fees if the City exercises its rights of access under Article 20 (City Access to License Area) unless the City’s activities cause Licensee to be unable to operate Equipment on the License Area for its permitted use for a period of more than ten (10) days, in which case, subject to proof, License Fees will be abated ratably for the entire period that Licensee is unable to operate any Equipment on any affected City Pole. 27 GENERAL PROVISIONS 39 27.1 Notices. This Section applies to all notices, requests, responses to requests, and demands made under this Master License. 27.1.1 Writings Required. All notices will be effective only if given in writing and delivered in accordance with this Section. 27.1.2 Manner of Delivery. Except as provided in Subsection 27.1.4 (Special Requirements), notices may be delivered by: (i) personal delivery; ; (ii) certified mail, postage prepaid, return receipt requested; or (iii) prepaid overnight delivery, return receipt requested. Notices must be delivered to: (1) Licensee at Licensee’s address set forth in the Basic License Information, or at any place where Licensee or any Agent of Licensee may be personally served if sent after Licensee has vacated, abandoned, or surrendered the License Area; (2) the City at the City’s address set forth in the Basic License Information; or (3) any new notice address that either the City or Licensee specifies by no less than ten (10) days’ notice given to the other in accordance with this Section. 27.1.3 Effective Date of Notices. All notices under this Master License will be deemed to have been delivered: (i) five (5) days after deposit if delivered by first class mail; (ii) two (2) days after deposit if delivered by certified mail; (iii) the date delivery is made by personal delivery or overnight delivery by a Nationally recognized courier; or (iv) the date an attempt to make delivery fails because a party has failed to provide notice of a change of address or refuses to accept delivery. The parties will transmit copies of notices by email to the email addresses listed in the Basic License Information, but failure to do so will not affect the delivery date or validity of any notice properly delivered in accordance with this Section. 27.1.4 Special Requirements. Any notice of default, demand to cure, or notice of termination must be sent by certified mail, overnight delivery by a Nationally recognized courier, or personally delivered. 27.2 No Implied Waiver. No failure by either party to insist upon the strict performance of any obligation of the other under this Master License or to exercise any right, power, or remedy arising out of a breach thereof, irrespective of the length of time for which such failure continues, will constitute a waiver of such breach. No acceptance by the City or any of its Agents of full or partial payment of License Fees or Additional Fees during the continuance of any such breach will constitute a waiver of such breach or of the City’s right to demand strict compliance with such term, covenant, or condition or operate as a waiver of any requirement of this Master License. No express waiver by either party of any default or the performance of any provision hereof will affect any other default or performance, or cover any other period of time, other than the default, performance or period of time specified in such express waiver. One or more waivers of a default or the performance of any provision hereof by either party will not be deemed to be a waiver of a subsequent default or performance. The City’s consent given in any instance under the terms of this Master License will not relieve Licensee of any obligation to secure the City’s consent in any other or future instance under the terms of this Master License. 27.3 Amendments. No part of this Master License (including all Pole Licenses) may be changed, waived, discharged, or terminated orally, nor may any breach thereof be waived, altered, or modified, except by a written instrument signed by both parties. 27.4 Interpretation of Licenses. The following rules of interpretation apply to this Master License. 40 27.4.1 General. Whenever required by the context, the singular includes the plural and vice versa; the masculine gender includes the feminine or neuter genders and vice versa; and defined terms encompass all correlating forms of the terms (e.g., the definition of “indemnify” applies to “indemnity,” “indemnification,” etc.). 27.4.2 Multi-party Licensee. If there is more than one Licensee, the obligations and liabilities under this Master License imposed on Licensee will be joint and several among them. 27.4.3 Captions. The captions preceding the articles and sections of this Master License and in the table of contents have been inserted for convenience of reference and such captions in no way define or limit the scope or intent of any provision of this Master License. 27.4.4 Time for Performance. Provisions in this Master License relating to number of days mean calendar days, unless otherwise specified. “Business day” means a day other than a Saturday, Sunday, or a bank or City holiday. If the last day of any period to give notice, reply to a notice, or to undertake any other action occurs on a day that is not a business day, then the last day for undertaking the action or giving or replying to the notice will be the next succeeding business day. 27.4.5 City Actions. All approvals, consents, or other determinations permitted or required by the City under this Master License will be made by or through the City Manager of the City or his or her designee, unless otherwise provided in this Master License or by any City ordinance. 27.4.6 Words of Inclusion. The use of the term “including,” “such as,” or words of similar import when following any general or specific term, statement, or matter may not be construed to limit the term, statement, or matter to the stated terms, statements, or matters, whether or not language of non-limitation, such as “including, but not limited to” and “including without limitation” are used. Rather, the stated term, statement, or matter will be interpreted to refer to all other items or matters that could reasonably fall within the broadest possible scope of the term, statement, or matter. 27.4.7 Laws. References to all Laws, including specific statutes, relating to the rights and obligations of either party mean the Laws in effect on the Effective Date specified in the Basic License Information and as they are amended, replaced, supplemented, clarified, corrected, or superseded at any time while any obligations under this Master License or any Pole License are outstanding, whether or not foreseen or contemplated by the parties. In the event of a conflict between the design requirements under the applicable City of South San Francisco Municipal Code and the terms of this Master License, this Master License shall control. 27.5 Successors and Assigns. The terms, covenants, and conditions contained in this Master License bind and inure to the benefit of the City and Licensee and, except as otherwise provided herein, their successors and assigns. 27.6 Brokers. Neither party has had any contact or dealings regarding the license of the License Area, or any communication in connection therewith, through any licensed real estate broker or other person who could claim a right to a commission or finder’s fee in connection with the license contemplated herein (“Broker”), whose commission, if any is due, is to be paid pursuant to a separate written agreement between such Broker and the party through which such Broker contracted. In the event 41 that any Broker perfects a claim for a commission or finder’s fee based upon any such contact, dealings, or communication, the party through whom such claim is made shall indemnify the other party from all Claims brought by the Broker. This Section will survive expiration or earlier termination of this Master License. 27.7 Severability. If any provision of this Master License or the application thereof to any person, entity, or circumstance is invalid or unenforceable, the remainder of this Master License, or the application of such provision to persons, entities, or circumstances other than those as to which it is invalid or unenforceable, will not be affected thereby, and each provision of this Master License will be valid and be enforced to the full extent permitted by Law, except to the extent that enforcement of this Master License without the invalidated provision would be unreasonable or inequitable under all the circumstances or would frustrate a fundamental purpose of this Master License. 27.8 Governing Law and Venue. This Master License must be construed and enforced in accordance with the laws of the State of California without regard to the principles of conflicts of law. This Master License is made, entered, and will be performed in the City of South San Francisco, California. Any action concerning this Master License must be brought and heard in the state or federal courts encompassing the City of South San Francisco, California. 27.9 Entire Agreement. This Master License, including all exhibits and schedules, contains the entire agreement between the parties, and all prior written or oral agreements regarding the same subject matter are merged into this document. The parties further intend that this Master License, all Pole Licenses, and all exhibits and schedules will constitute one agreement that contains the complete and exclusive statement of its terms and that no extrinsic evidence (including prior drafts and revisions) may be introduced in any judicial, administrative, or other legal proceeding involving this Master License. Licensee hereby acknowledges that neither the City nor the City’s Agents have made any representations or warranties with respect to the City Poles or this Master License except as expressly set forth herein, and no rights, easements, or additional licenses are or will be acquired by Licensee by implication or otherwise unless expressly set forth herein. 27.10 Time of Essence. Time is of the essence with respect to all provisions of this Master License in which a definite time for performance is specified. 27.11 Survival. Expiration or earlier termination of this Master License will not affect the right of either party to enforce any and all Indemnities and representations and warranties given or made to the other party under this Master License, or any provision of this Master License that expressly survives termination. 27.12 Recording. Licensee agrees not to record this Master License, any Pole License, or any memorandum or short form of any of them in the Official Records of the County of San Mateo. 27.13 Counterparts. This Master License may be executed in two or more counterparts, each of which will be deemed an original, but all of which taken together will be one and the same instrument. 42 27.14 Cooperative Drafting. This Master License has been negotiated at arm’s length between persons sophisticated and knowledgeable in the matters it addresses and was drafted through a cooperative effort of both parties, each of which has had an opportunity to have this Master License reviewed and revised by legal counsel. No party will be considered the drafter of this Master License, and no presumption or rule (including that in Cal. Civil Code § 1654) that an ambiguity will be construed against the party drafting the clause will apply to the interpretation or enforcement of this Master License. 27.15 Authority to Approve Agreement. Each party signing this Master License and any Pole License warrants and represents that: (i) that the person signing on behalf of such party has the full right, power, and capacity to act on behalf of such party and has the authority to bind such party to the performance of its obligations under those agreements without the subsequent approval or consent of any other person or entity; (ii) such party is a duly authorized and existing entity; (iii) such party is qualified to do business in California; and (iv) such party has full right and authority to enter into this Master License and Pole Licenses. Upon request, each party shall provide the other with evidence reasonably satisfactory to the other party confirming the representations and warranties above. 27.16 Conflicts of Interest. Through its execution of the Master License, Licensee acknowledges that it is familiar with Sections 87100 et seq. and Sections 1090 et seq. of the Government Code of the State of California, and certifies that it does not know of any facts which would constitute a violation of said provisions, and agrees that if Licensee becomes aware of any such fact during the term of the Master License, Licensee shall immediately notify the City. 27.17 Included Exhibits and Schedules. The following exhibits and schedules are attached to and are incorporated by reference into this Master License. EXHIBIT A – Form of Pole License Exhibit A-1 – Licensee’s Plans and Specifications Exhibit A-2 – Form of Acknowledgment Letter Exhibit A-3 – License Fee and Default Fee Schedule Exhibit A-4 – City Installation Guidelines EXHIBIT B – Requirements for Licensee Equipment 43 The City and Licensee have executed this Master License as of the date last written below. CITY: CITY OF SOUTH SAN FRANCISCO, a California municipal corporation By: Mike Futrell City Manager Date: LICENSEE: GTE Mobilnet of California limited Partnership, a California limited partnership, d/b/a Verizon Wireless By: Cellco Partnership Its: General Partner Name:_______________________________ ___ Title: __________________________________ Date: Attest: By: Rosa Acosta City Clerk Approved as to Form: By: Sky Woodruff City Attorney 3564331.3 [Remainder of page intentionally left blank.] EXHIBIT A FORM OF POLE LICENSE Master License between and City of South San Francisco Pole License No. [Start with 1 and number each subsequent application consecutively.] In accordance with Section 6.3 of the Master License, Licensee submits to the City two partially executed counterparts of this form of Pole License and each of the following as its Pole License application: 1. Pole Location/License Area: Pole License No.: 2. Exhibit A-1, complete and final plans and specifications for Equipment to be installed in the License Area subject to Regulatory Approvals; 3. The sum of $ for the initial Administrative Payment in amounts based on the number of City Poles identified in Exhibit A-1, subject to Section 6.5 of the Master License; and 4. If not previously provided, the Emissions Report. Licensee acknowledges that: (a) this Pole License will not be effective until Licensee obtains all applicable and necessary Regulatory Approvals after the Pole License is fully executed; (b) the City may require Licensee to supplement the Administrative Payment on conditions specified in Section 6.5 of the Master License; (c) Licensee will not have the right to access or install Equipment on the License Area until after Licensee has: (i) submitted a complete Acknowledgment Letter to the City with all information and funds required; (ii) submitted insurance information to City as required by the Master License Agreement; and (iii) the City has provided notice to proceed by returning to Licensee a countersigned copy of the Acknowledgment Letter. This Pole License is executed and effective as of the last date written below and, upon execution will be the City’s authorization for the City’s Community Development Department to begin its review of the Pole Locations and plans and specifications proposed in this Pole License application. LICENSEE: [Wireless Company], a ________[California corporation, Nevada LLC, etc.] By: Its: Date: _ APPROVAL: CITY: CITY OF SOUTH SAN FRANCISCO, a California municipal corporation By: Mike Futrell (or designee) City Manager Date: EXHIBIT A-1 LICENSEE’S PLANS AND SPECIFICATIONS Pole License No. [Licensee to attach plans and specifications for all Equipment, including required and permitted signage, to this cover sheet and submit with Pole License application.] EXHIBIT A-2 Form of Acknowledgment Letter [Licensee to complete and submit.] [Alternative to be used if Licensee obtains all Regulatory Approvals within 365 (366 in any leap year) days after Pole License is issued.] [Date] City of South San Francisco 835 East 14th Street South San Francisco, CA 94577 Attention: Sailesh Mehra Re: Pole License No. Dear ____________________: This letter will confirm the following: (1) that Licensee has obtained the Small Cell Attachment Permit and all other Regulatory Approvals required for the Permitted Use under this Pole License, copies of which are attached to this letter, as specified below; (2) the Commencement Date of this Pole License is , 20__, which is the first day of the month after the Pole License Effective Date pursuant to section 4.1.1; and (3) the Effective Date of this Pole License is ________, 20_____, which is the date on which Licensee obtained all applicable and necessary Regulatory Approvals after the Pole License is fully executed. This letter also confirms that Licensee has submitted all required insurance information to the City. The Security Deposit/Bond/Financial Assurance (if not already provided) and the License Fee for the first License Year of this Pole License shall be paid within ninety (90) days from the Pole License Commencement Date. Please acknowledge the City’s receipt of this letter and the items listed below, and issue the City’s approval for Licensee to begin installation of Equipment on the License Are by signing and returning a copy of this letter. Very truly yours, By: Title: Enc. [ ] Small Cell Attachment Permit [ ] [List other Regulatory Approvals.] [ ] [List other Regulatory Approvals.] [ ] [List other Regulatory Approvals.] [ ] Insurance certificates and endorsements [ ] Contractor’s bonds, insurance certificates, and endorsements [Alternative to be used if Licensee does not obtain all Regulatory Approvals within 365 (366 in any leap year) days after Pole License is issued.] [Date] City of South San Francisco 835 East 14th Street South San Francisco, CA 94577 Attention: Sailesh Mehra Re: Pole License No. Dear ____________________: This letter will confirm the following: (1) that Licensee has not obtained the following Regulatory Approvals required for the Permitted Use under this Pole License: ; and (2) the Commencement Date of this Pole License is , 20 , which is the first day of the month after the Pole License Effective Date. The Security Deposit/Bond/Financial Assurance (if not already provided) and the License Fee for the first License Year of this Pole License shall be paid within ninety (90) days from the Pole License Commencement Date. When Licensee has obtained all Regulatory Approvals, it will provide copies to the City, submit all required insurance documents and information, and request that the City issue its approval for Licensee to begin installation of Equipment on the License Area. Very truly yours, By: Title: Enc. [ ] [List Regulatory Approvals acquired.] [ ] [List other Regulatory Approvals acquired.] [ ] [List other Regulatory Approvals acquired.] [Alternative to be used if Licensee obtains all Regulatory Approvals within 365 (366 in any leap year) days after Pole License is issued.] Dear [Licensee]: This countersigned copy of your Acknowledgment Letter serves as the City’s notice to Licensee that the City has: (1) received the Security Deposit/Bond/Financial Assurance and First Year’s License Fee for this Pole License; (2) approved the requested Pole Locations and the plans and specifications for installation of Equipment on the License Area; (3) received satisfactory evidence of insurance, including contractors’ insurance and bonds; and (4) received copies of the Regulatory Approvals listed above, as well as a copy of the Emissions Report Licensee submitted to the Community Development Department. The City concurs with the Pole License Effective Date for this Pole License as specified above. [After reviewing the Regulatory Approvals, the City has determined that the correct Commencement Date for this Pole License is: , 20___.] The Licensee Fee and Default Fee Schedule and City Installation Guidelines for the Pole License shall be paid within ninety (90) days from the Pole License Commencement Date. Upon receipt, they will be deemed to be attached to the Pole License as Exhibits A-3 and A-4, respectively. Licensee is authorized proceed with the installation of Equipment on the License Area identified in Exhibit A to the Pole License in accordance with the Approved Plans and other requirements of the Master License. CITY OF SOUTH SAN FRANCISCO, a California municipal corporation By: Mike Futrell (or designee) City Manager Date: Enc. [ ] City Installation Guidelines [Alternative to be used if Licensee does not obtain all Regulatory Approvals within 365 (366 in any leap year) days after Pole License is issued.] Dear [Licensee]: This countersigned copy of your Acknowledgment Letter serves as the City’s notice to Licensee that the City has: (1) received the Security Deposit/Bond/Financial Assurance and First Year’s License Fee for this Pole License; (2) reserved the requested Pole Locations and approved the plans and specifications for installation of Equipment on the License Area, subject to Regulatory Approvals. The City concurs with the Commencement Date for this Pole License as specified above. The Licensee Fee and Default Fee Schedule and City Installation Guidelines for the Pole License are attached. Upon receipt, they will be deemed to be attached to the Pole License as Exhibits A-3 and A-4, respectively. The City will provide notice to proceed with installation of Equipment on the License Area in accordance with Approved Plans and other requirements of the Master License after Licensee has submitted to the City copies of the Regulatory Approvals listed above, along with a copy of the Emissions Report Licensee submitted to the Community Development Department, and provided satisfactory evidence of insurance, including contractors’ insurance and bonds. By: Mike Futrell (or designee) City Manager Date: Enc. [ ] Licensee Fee and Default Fee Schedule [ ] City Installation Guidelines SCHEDULE A-3 LICENSEE FEE AND DEFAULT FEE SCHEDULE Pole License LICENSE FEE SCHEDULE 2020 Annual License Fee per City Pole $270* Provision of in-lieu public benefits pursuant to Subsection 4.2.3, subject to City Council review and approval Annual License Fee reduced to an initial rate of $270 per year per City Pole * Annual License Fee will be increased as set forth in Section 4.3 of the Master License DEFAULT FEE SCHEDULE Violation Master License location Initial notice Follow up notice Installation of equipment or alterations that are not approved by the City. Arts. 6, 7, 8 $350 $400 Failure to make required repairs. Art. 10 $300 $350 Violation of requirements regarding access to License Area. Art. 7 $300 $350 Failure to provide evidence of insurance and bonds or maintain insurance Art. 18 $300 $350 EXHIBIT A-4 CITY INSTALLATION GUIDELINES [To be updated with each Pole License.] Licensee shall install a dedicated conduit for its use; however, Licensee may use the City’s existing non-traffic signal conduits, subject to the allowable conduit fill percentage under the NESC and the review and approval of the City’s Public Works Department. Licensee is not permitted to install or arrange for installment of external conduits on any City Poles. Licensee shall pull a dedicated electrical wire through the new conduit or City street light conduit from the electrical provider’s point of service connection to a new Licensee pull box, and shall not share the City pull box, on each licensed City Pole without splicing. If there is no City pull box, Licensee shall install a new pull box and conduit for the City’s future use. Licensee shall apply for and install an electric meter, if required by the City and the electrical provider, and, and shall obtain any necessary building permits from the City for the installation and connection. Licensee shall install the correct fuses and fuse holders for the dedicated circuit used for Licensee’s Equipment at the point of interconnection of the main service and the Licensee’s pull box. Fuse and fuse holder specifications shall be provided by Licensee and shown on the Approved Plans and Specifications. Licensee shall be responsible for repairing any City conduits that Licensee or its Agents damage during installation of electrical facilities, including pulling of wires into street light conduits. If following Licensee’s failure to make such repairs within thirty (30) days of notice from City, the City’s crew makes repairs to remedy damage caused by Licensee or its Agents, the City will charge Licensee the full cost of those repairs by notice with evidence of the City’s costs. The City will inspect Licensee’s service installations to ensure compliance with Approved Plans and Specifications. Licensee agrees to make any repairs or modifications to its service installations that are necessary to ensure compliance with the Approved Plans and Specifications. Licensee shall provide the City’s Public Works Department with as-built drawings showing all circuits installed by Licensee in existing street light conduits promptly after installation is complete. Licensee shall provide the City’s Public Works Department with the final coordinates and/or digital GIS shape file for inclusion in the City’s GIS inventory. Licensee shall not: (a) connect or use any electrical equipment that exceeds the capacity of the electrical system available to service the City Pole; or (b) connect any apparatus, machine, or device through the electrical service except in the manner for which such service is designed or as otherwise approved by the City in the Approved Plans. Licensee shall not open any City pull boxes unless a member of the City’s street light maintenance crew is present or City’s Public Work department approves opening the pull boxes unattended by City’s maintenance crew. Licensee shall contact the City’s Public Works Department to complete the service connection. EXHIBIT B REQUIREMENTS FOR LICENSEE EQUIPMENT Licensee’s plans and specifications submitted with each Pole License application, and any Pole License application approved by the City shall comply with the following minimum requirements: 1. Licensee’s Equipment shall be concealed or enclosed as much as possible in an equipment box, cabinet, or other unit that may include ventilation openings. All equipment and facilities shall be constructed out of non-reflective materials (visible exterior surfaces only), or materials and colors consistent with surrounding backdrop. 2. All ancillary equipment, equipment shelters, cabinets, or electrical distribution panels shall not be installed at ground level, except after all reasonable alternative pole locations have been explored and found unavailable or lacking in some substantial way and only with prior City approval upon a good faith showing of necessity, in City’s sole discretion. Ground-mounted equipment, if any, shall incorporate appropriate techniques to camouflage, disguise and/or blend the equipment into the surrounding environment. Any ground-mounted equipment shall not inhibit or block pedestrian path of travel and shall comply with the Americans with Disabilities Act (ADA) standards. Any ground-mounted equipment shall not obstruct or interfere with storm drainage facilities, drainage channels, or change the existing drainage pattern. The ideal installation shall: a. Minimize aesthetic impacts and visual clutter: i. The licensee shall conform its facilities to the City’s preferred pole design standards, including having the antenna concealed in radome, the Remote Radio Units incorporated into the pole, and all other associated, ancillary equipment be incorporated at the base of the pole or undergrounded consistent with the requirements of this Exhibit, as shown in the attached Exhibit B-1: Sample Acceptable Pole Design attached hereto and incorporated herein. All small cell facilities shall employ the latest technology and equipment. If new, smaller/compact technology becomes available and has the same or better functionality, the carrier may elect to replace the older technology at its discretion. ii. The City will not allow installations that degrade the aesthetics of the community at-large and/or add to the visual clutter of the neighborhood. An example of an unacceptable design is attached hereto as Exhibit B-2: Sample Unacceptable Pole Design and incorporated herein. iii. The City will not allow small cell facilities to be installed on historic poles in the downtown. b. Minimize noise to abutting residents and occupants: i. Noise – All small cell facilities shall be constructed and operated in such a manner as to minimize the amount of noise impacts and to comply with the noise standards set forth under the Municipal Code. Noise attenuation measures shall be required for all equipment. ii. Testing and maintenance activities of small cell facilities, which generate audible noise, including the idling of maintenance vehicle(s), shall occur between the hours of 8:00 a.m. and 5:00 p.m., weekdays (Monday through Friday, non-holiday) excluding emergency repairs. Testing and maintenance activities which do not generate audible noise may occur at any time. Generators may be allowed only for temporary equipment testing, and such temporary operations shall comply with noise standards set forth under the Municipal Code. iii. The proposed equipment associated with small cell facilities is not expected to produce significant noise; however, the cooling fan may produce sound emissions that do not exceed 65 dBs when it is activated. The City anticipates that any noise-generating equipment will be housed in a sound-rated enclosure. Moreover, the distance of the equipment from the adjacent properties, will effectively mitigate noise and vibration to an insignificant level as perceived by adjoining neighbors. iv. The small cell facilities are anticipated to require maintenance at a maximum of once a month. All maintenance activities shall occur on weekdays during daytime hours. Noise from these maintenance activities is not expected to adversely impact adjacent neighbors. 3. Licensee shall verify each Pole’s condition, size and foundation, and provide structural calculations and drawings for any pole-mounted equipment. Any pole-mounted equipment shall be placed at least eight (8) feet above sidewalks or sixteen (16) feet above streets on the street side of the pole, and shall not obstruct line of sight to any intersection, signage, traffic control devices or other directional markings. Any pole-mounted equipment shall be incorporated into the design of the pole with the use of a shroud or other stealthing techniques. 4. The antennas and related equipment shall be constructed out of non-reflective materials, painted and/or textured to match the existing support structure and painted to blend with their surroundings. Paint shall be reviewed and shown on the Approved Plans and Specifications. 5. Any fiber optic cable or wiring connecting the antenna to the equipment cabinet or pedestal shall be located inside the City Pole and shall be located underground to the equipment cabinet. 6. All other conduit, cable and wiring shall be located underground; if undergrounding is infeasible, antennas and associated cables, connectors,, and hardware shall be placed within a shroud or equivalent. 7. The height of a pole that includes pole-mounted equipment shall not exceed more than five (5) feet above the height of the average street light in the area. 8. Licensee is required to maintain and preserve design and aesthetic features for each facility, equipment and any support infrastructure, including but not limited to color, tint, shade, treatment, painting, surface treatment, replacement landscaping, stealth design, and concealment. 9. Licensee may not attach any Equipment to any decorative pole. EXHIBIT B-1 ACCEPTABLE POLE DESIGN EXHIBIT B-2 UNACCEPTABLE POLE DESIGN 3613010.1 3635996.2 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-975 Agenda Date:12/9/2020 Version:1 Item #:12. C/CAG Committee Vacancies for Elected Officials.(Mayor) City of South San Francisco Printed on 12/4/2020Page 1 of 1 powered by Legistar™ Updated as of 11/16/2020 Page 1 of 2 City Selection Committee - Vacant Positions* Please submit your “Letters of Interests” no later than 5p.m. on Friday, December 4, 2020 to Sukhmani Purewal, Secretary of City Selection Committee and Asssitant Clerk of the Board of Supervisors via email or fax. Please email: spurewal@smcgov.org or fax: 650-363-1916. Per Chair Sue Vaterlaus, the next City Selection Committee meeting will be VIRTUAL on Dec. 18, 2020 (more info. to come)  ASSOCIATION OF BAY AREA GOVERNMENTS (ABAG) o 2 Regular Members  Fulfilling the r emaning term of Richard Garbarino, South San Francisco  Term will expire on June 30, 2021  All Cities eligible  Fulfilling the remaining term of Wayne Lee, Millbrae  Term will expire on June 30, 2021  All Cities eligible  DOMESTIC VIOLENCE COUNCIL (DVC) o 1 Regular Member  Catherine Carlton, Menlo Park (position expiring 12/31/2020)  New 3-year term will be from January 1, 2021 through December 31, 2023  All Cities eligible o 1 Alternate Member  Ann Keighran, Burlingame (position expiring 12/31/2020)  New 3-year term will be from January 1, 2021 through December 31, 2023  All Cities eligible  HOUSING AND COMMUNITY DEVELOPMENT COMMITTEE o 2 Regular Members  Ron Collins, San Carlos (position expiring 12/31/2020)  Donna Colson, Burlingame (position expiring 12/31/2020)  New 4-year term for each position will be from January 1, 2021 through December 31, 2024  All Cities eligible Updated as of 11/16/2020 Page 2 of 2  LOCAL AGENCY FORMATION COMMISSION (LAFCo) o 1 Regular Member  Fulfilling the r emaning term of Richard Garbarino, South San Francisco  Term will expire on 1st Monday in May, 2021  All Cities eligible  SAN MATEO COUNTY TRANSIT DISTRICT (SAMTRANS) o 1 Regular Member  Ron Collins, San Carlos representing Southern Judicial Cities  Position expiring 12/31/2020  New 4-year term will be from January 1, 2021 through December 31, 2024  Only Southern Cities are eligible (Atherton, East Palo Alto, Menlo Park, Portola Valley, Redwood City, San Carlos, and Woodside)  SAN MATEO COUNTY TRANSPORTATION AUTHORITY (SMCTA) o 2 Regular Members  Julia Mates, Belmont representing Central Judicial Cities  Position expiring 12/31/2020  New 2-year term will be from January 1, 2021 through December 31, 2022  Only Central Cities are eligible to apply (Belmont, Burlingame, Foster City, Half Moon Bay, Hillsborough, Millbrae, and San Mateo)  Carlos Romero, East Palo Alto representing Southern Judicial Cities  Position expiring 12/31/2020  New 2-year term will be from January 1, 2021 through December 31, 2022  Only Southern Cities are eligible to apply (Atherton, East Palo Alto, Menlo Park, Portola Valley, Redwood City, San Carlos, and Woodside) * Note: If additional vacancies occur before the agenda is published on December 4, 2020, this vacancy list will be updated and sent to all the 20 City Clerks. City Selection Committee appoints to the following boards: ABAG, BAAQMD, CAL-ID, DVC, HCDC, HEART, LAFCo, MTC, CALTRAIN, SAMTRANS, and SMCTA.