Union City City Council
June 14, 2022

AGENDA

CITY OF UNION CITY/

SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY MEETING
Tuesday, June 14, 2022
7:00 PM
City Hall- Council Chamber
34009 Alvarado-Niles Road
Union City, CA 94587
Meeting will Also be Held Via Teleconference. To access meeting, please see Teleconference Guidelines.

1. CALL TO ORDER

1.a. Pledge of Allegiance

1.b. Roll Call
Mayor Carol Dutra-Vernaci
Vice Mayor Jaime Patiño
Councilmember Emily Duncan
Councilmember Pat Gacoscos
Councilmember Gary Singh

2. UNFINISHED BUSINESS - None

3. PROCLAMATIONS AND PRESENTATIONS

3.a. Proclaiming June 2022 as Pride Month

4. ORAL COMMUNICATIONS
An individual speaker shall have three minutes to address the Council on non-agenda items under the Oral Communications section of the agenda. The Mayor may, in their discretion, lower the time limit to less than three minutes based on the number of speakers and/or business to be conducted by the City Council.

City Council/RSA Agenda 1 Tuesday, June 14, 2022
Members of the public who wish to speak to the Council under the first Oral Communications section are requested to complete a speaker card, giving their name and city of residence. If a speaker wants further notification from the City, the speaker may include a mailing address. Neither a speaker card or identification of name, city of residence or mailing address are not required to provide public comment but are requested for record keeping purposes.

5. CONSENT CALENDAR
All matters listed on the Consent Calendar are considered routine in nature and will be enacted by one motion. If discussion is required on a specific item, it will be removed from the Consent Calendar and considered separately.

5.a. Waived Further Reading of Proposed Ordinance
(This permits reading the title only in lieu of reciting the entire text of any proposed Ordinance.)

5.b. Approve the Minutes of the Regular City Council Meeting Held on May 24, 2022

5.c. Adopt a Resolution of the City Council of the City of Union City Confirming the Continued Existence of a Local Emergency due to COVID-19

5.d. Adopt a Resolution Finding That There Is a Proclaimed State of Emergency; Finding That Meeting in Person Would Present Imminent Risks to the Health or Safety of Attendees as a Result of the State of Emergency; and Authorizing Remote
Teleconferenced Meetings of the Legislative Bodies of the City of Union City for the 30 Day Period Beginning June 14 Pursuant to AB 361

5.e. Adopt a Resolution Calling and Giving Notice of the Holding of a General Municipal Election to be Held on Tuesday, November 8, 2022 for the Election of Certain Officers; Requesting the Board of Supervisors of the County of Alameda to Consolidate a General Municipal Election to be held on Tuesday, November 8, 2022 with the General Election to be Held on that Date Pursuant to Section 10002 of the Elections Code, and
Requesting Certain Services of the Registrar of Voters; and Establishing Regulations for Candidate Statements on the Sample Ballot

5.f. Adopt an Ordinance Adding Chapter 2.62, "Military Equipment Use Policy" to the Union City Municipal Code and Approve the Military Equipment Use Policy

5.g. Adopt a Resolution Accepting a $75,000 Grant from the California Department of Resources, Recycling and Recovery, Project Funding Agreement No. TRP14-21-0007, for the Base Failure Repair and Slurry Seal Project, City Project No. 23-02 City Council/RSA Agenda 2 Tuesday, June 14, 2022

5.h. Adopt a Resolution Accepting Completion of Work for the Dyer Street Rehabilitation Project, City Project No. 18-20

5.i. Adopt a Resolution Approving a List of Projects for Fiscal Year 2022-23 Funded by SB 1: The Road Repair and Accountability Act of 2017

5.j. Adopt a Resolution Approving an Award of a Contract Amount and Contingency and Authorizing the City Manager to Execute a Contract, in the Amount of $940,000 with JV Lucas Paving, Inc., for the 2021-2022 Citywide Street Pavement Rehabilitation Project, City Project No. 22-01

5.k. Adopt a Resolution Authorizing the City Manager to Enter into a Contractual Services Agreement with Swinerton Management & Consulting in the Amount of $75,630 for the City-Owned
Building Repairs and Renovations Project, City Project No. 22- 21, and Directing Staff to Include Funding for this Agreement in the FY 2022-2023 Budget Amendments

5.l. Adopt A Resolution Approving a Master License Agreement for Small Cell Pole Attachment Installations with Crown Castle Fiber LLC and Approving and Authorizing the City Manager to Enter Substantively Similar Agreements with Other Providers

5.m. Adopt a Resolution Approving a One-Time Off-Salary Schedule Lump Sum Payment Equivalent to the Increases Effective April 18, 2022 for the Period of January 10, 2022 through April 17, 2022 for Unrepresented Police Department Positions

6. PUBLIC HEARINGS

6.a. Adopt a Resolution (Public Hearing) Approving the 2022-2023 Community Development Block Grant Annual Action Plan and Authorizing the City Manager to Submit the 2022-2023 CDBG Annual Action Plan to the U.S Department of Housing and Urban Development and to Execute All Documents and
Certifications Necessary to Secure and Award the CDBG
Funding

6.b. Public Hearing Report on Voting Results on Proposed Increase of Solid Waste, Compost, and Recycling Service Rates for Fiscal Year 2022-2023 and Adopt a Resolution Establishing Annual Rates for Solid Waste, Compost and Recycling
Services Effective July 1, 2022 and Amending the Master Fee Schedule for Fiscal Year 2022-2023 Incorporating the Updated Rates

7. CITY MANAGER REPORTS

7.a. Proposed Amendments to the FY 2022-2023 Budget

8. SUCCESSOR AGENCY TO REDEVELOPMENT AGENCY -
None

9. AUTHORITIES AND AGENCIES - None
City Council/RSA Agenda 3 Tuesday, June 14, 2022

10. CITY COMMISSION / COMMITTEE REPORTS - None

11. SCHEDULED ORAL COMMUNICATION - None

12. ITEMS REFERRED BY COUNCIL

13. GOOD OF THE ORDER

14. CLOSED SESSION - None

15. ADJOURNMENT
A complete agenda packet is available for review at City Hall or on our website www.unioncity.org
Any writings or documents provided to a majority of City Council members regarding any item on this agenda will be made available for public inspection at the City Clerk's Counter at City Hall, located at 34009 Alvarado-Niles Road, Union City, California, during normal business hours.

Assistance will be provided to those requiring accommodations for disabilities in compliance with the Americans with Disabilities Act of 1990.

Interested person must request the accommodation at least two working days in advance of the meeting by contacting the City Clerk at (510) 675- 5348.

TELECONFERENCING GUIDELINES FOR THE CITY OF UNION CITY REGULAR COUNCIL

MEETING
COVID-19 Notice: Consistent with State of California Executive Order No. 29-20 dated March 17, 2020, the City Council will be participating in public meetings via phone/video conferencing. The City Council Chambers will not be open to the public. Members of the public can observe and address the Council using the below technological processes.

How to watch the meeting remotely:

1. Comcast TV Channel 15 (UCTV 15)

2. Live stream https: https://www.unioncity.org/199/City-Meetings-Video How to Address Council:

Written Comment: To provide written comment on an item on the agenda or to address the Council about an issue during Public Comment, you may send an email to [email protected]. Please include the phrase "public comment" in the subject line and note the agenda item number that you want to address. Written comments received before 3:00 p.m. will be e-mailed to the City Council and made publicly available. Comments received after 3:00 p.m. will be read into the record for up to the first 300 words (approximately 3 minutes consistent with the time limit provided for public speakers) and added to the official record.

Public Comment via Teleconference: Members of the public may address the Council on a matter on City Council/RSA Agenda 4 Tuesday, June 14, 2022
the agenda or during the Public Input portion of the meeting. Raise your virtual hand to notify the host that you would like to speak during that portion.

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City Clerk at [email protected] a minimum of two (2) business days prior to the Council meeting. 3511412.1
City Council/RSA Agenda 5 Tuesday, June 14, 2022
Agenda Item
ATTACHMENTS:

Description Type
Proclamation Attachment
City Council/RSA Agenda 6 Tuesday, June 14, 2022

CITY OF UNION CITY

PROCLAMATION
Proclaiming June 2022 as
LGBTQIA + Pride Month

WHEREAS, on June 27, 1969 the New York City Police Department raided the Stonewall Inn, a bar that was frequented by members of the Lesbian, Gay, Bisexual, Transgender, Queer, Intersex, and Asexual (LGBTQIA+) community; and WHEREAS, the Stonewall Riots marked the beginning of the liberation movement that transformed the oppression of LGBTQIA+ Community into calls of pride and action; and
WHEREAS, the resistance led to the LGBTQIA+ Movement in America and the celebration of Pride Month, where we commemorate the events of June 1969 and commit to achieving equal justice under the law for LGBTQ+ Americans; and WHEREAS, equality of opportunity and freedom from discrimination are among the basic, inalienable moral rights of every person, necessary for the development and exercise of our most vital capacities and preconditions of human flourishing; and WHEREAS, our nation was founded and is guided upon the principles of equal rights for all people; that each person has right to their life, liberty, and pursuit of happiness; and that each person shall be accorded the full recognition and protection of the law; and
WHEREAS, over the course of our nation’s history the sphere of its moral recognition has expanded to include many persons previously marginalized and disenfranchised; yet this recognition remains imperfect and this expansion incomplete; and WHEREAS, the City of Union City is strengthened by and thrives upon the rich diversity of ethnic, cultural, racial, gender and sexual identities of its residents; all of which contribute to the vibrant character of our City; and WHEREAS, on June 1, 2022, the City of Union City raised the Rainbow Flag in honor and recognition of Pride Month, which will be flown over City Hall throughout the month of June.

NOW, THEREFORE, I, CAROL DUTRA-VERNACI, by virtue of the authority vested in me as Mayor, and on behalf of the entire City Council, do hereby proclaim the month of June as LGBTQIA + Pride Month. in the City of Union City, and do hereby encourage all residents to celebrate the progress within our culture towards justice, equality, and full civic recognition for LGBTQIA+ persons.

Dated: June 14, 2022

____________________________________
CAROL DUTRA-VERNACI, Mayor
____________________________________
JAIME PATIÑO, Vice Mayor
____________________________________
EMILY DUNCAN, Councilmember
____________________________________
PAT GACOSCOS, Councilmember
___________________________________
GARY SINGH, Councilmember
City Council/RSA Agenda 7 Tuesday, June 14, 2022
Agenda Item
ATTACHMENTS:

Description Type
Draft Min 05/24/2022 Attachment
City Council/RSA Agenda 8 Tuesday, June 14, 2022

MINUTES

CITY OF UNION CITY/

SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY MEETING
Tuesday, May 24, 2022
7:00 PM
City Hall- Council Chamber
34009 Alvarado-Niles Road
Union City, CA 94587

1. CALL TO ORDER
Mayor Dutra-Vernaci called the meeting to order at 7:00 p.m.

1.a. Pledge of Allegiance
Mayor Dutra-Vernaci led the salute to the flag.

1.b. Roll Call Present: Councilmembers Duncan, Gacoscos, Singh, Vice Mayor Patiño, Mayor Dutra-Vernaci

Absent: None

2. UNFINISHED BUSINESS - None

3. PROCLAMATIONS AND PRESENTATIONS

3.a. Proclamation Recognizing May as Mental Health Awareness Month Accepted by Human Relations Commissioner Michele Wms-Smith.

3.b. Certificate of Recognition for Navya Chawla, Union City 2021 STEM Winner given by the Santa Clara Valley Science and Engineering Fair Association (SCVSEFA)
Navya Chawla accepted the certificate and described her winning project.

4. ORAL COMMUNICATIONS - None
City Council/RSA Agenda 9 Tuesday, June 14, 2022

5. CONSENT CALENDAR
It was moved by Councilmember Singh and seconded by Councilmember Gacoscos to adopt consent calendar items 5.a. through 5.i. The motion was carried by unanimous roll call vote.

5.a. Waived Further Reading of Proposed Ordinance
(This permits reading the title only in lieu of reciting the entire text of any proposed Ordinance.)

5.b. Approve the Minutes of the City Council Meetings Held on May 10, 2022

5.c. Adopted Resolution No. 5938-22 Authorizing the City Manager to Declare a Certain Stage Trailer as Surplus and Authorizing Its Sale Pursuant to the Union City Municipal Code

5.d. Adopted Resolution No. 5939-22 Authorizing the City Manager to Execute the First Amendment to the Consulting Services Agreement, in a Form Approved by the City Attorney, Between the City of Union City and CSG Consultants to Increase the Agreement Amount by $400,000, for a Total not to Exceed Amount of $475,000, for Building Division Support

5.e. Adopted Resolution No. 5940-22 Accepting and Appropriating FY 2021- 22 Grant Funds from CalRecycle in the Total Amount of $103,597 to the City Manager’s Office Solid Waste and Recycling Program

5.f. Adopted Resolution No. 5941-22 Finding That There Is a Proclaimed State of Emergency; Finding That Meeting in Person Would Present Imminent Risks to the Health or Safety of Attendees as a Result of the State of Emergency; and Authorizing Remote Teleconferenced Meetings of the Legislative Bodies of the City of Union City for the 30 Day Period Beginning May 24 Pursuant to AB 361

5.g. Adopted Resolution No. 5942-22 Approving and Adopting a Memorandum of Understanding Between the City of Union City and The Management Employees’ Group (MEG), Authorizing the City Manager to Execute the Memorandum of Understanding, and Approving an Amendment to the City's Salary Schedule in Conformance with California Code of Regulations, Title 2, Section 570.5

5.h. Adopted Resolution No. 5943-22 Approving and Adopting a Memorandum of Understanding Between the City of Union City and Service Employees International Union Local 1021 (SEIU), Authorizing the City Manager to Execute the Memorandum of Understanding, and Approving an Amendment to the City's Salary Schedule in Conformance with California Code of Regulations, Title 2, Section 570.5

5.i. Adopted Resolution No. 5944-22 Approving and Adopting a Memorandum of Understanding Between the City of Union City and the Professional Employees’ Group (PEG), Authorizing the City Manager to Execute the Memorandum of Understanding, and Approving an Amendment to the City's Salary Schedule in Conformance with California Code of Regulations, Title 2, Section 570.5
City Council/RSA Agenda 10 Tuesday, June 14, 2022

6. PUBLIC HEARINGS

6.a. Public Hearing and Adoption of the FY 2022-2023 Master Fee Schedule Finance Director Jackie Acosta presented the staff report and responded to questions from Council.

Mayor Dutra-Vernaci opened the public hearing. There were no comments from the public. Mayor Dutra-Vernaci closed the public hearing.

Council provided comment.

It was moved by Councilmember Duncan and seconded by
Councilmember Singh to adopt Resolution No. 5945-22 adopting the FY 2022-2023 Master Fee Schedule. The motion was approved by unanimous roll call vote.

6.b. Public Hearing to Receive Input on Military Equipment Policy and Introduce an Ordinance Adding Chapter 2.62 Entitled, “Military Equipment Use Policy” to the Municipal Code in Compliance with Assembly Bill 481 Lieutenant Andrew Holt presented the staff report and responded to questions from Council.

Mayor Dutra-Vernaci opened the public hearing. There were no comments from the public. Mayor Dutra-Vernaci closed the public hearing.

Councilmembers provided comment.

It was moved by Vice Mayor Patiño and seconded by Councilmember Singh to waive full reading and introduce an Ordinance Adding Chapter

2.62 Entitled, “Military Equipment Use Policy” to the Municipal Code in Compliance with Assembly Bill 481. The motion was carried by a unanimous roll call vote.

7. CITY MANAGER REPORTS - None

8. SUCCESSOR AGENCY TO REDEVELOPMENT AGENCY - None

9. AUTHORITIES AND AGENCIES - None

10. CITY COMMISSION / COMMITTEE REPORTS - None

11. SCHEDULED ORAL COMMUNICATION - None

12. ITEMS REFERRED BY COUNCIL
Councilmember Duncan reported on her attendance of the East Bay Division League of California Cities meeting.

Councilmember Singh reported on his attendance of the Youth Commission meeting and the Alameda County Fire Department Advisory Commission meeting.

City Council/RSA Agenda 11 Tuesday, June 14, 2022
Vice Mayor Patiño reported on his attendance of the East Bay Community Energy Advisory Board meeting.

Mayor Dutra-Vernaci reported on her trip to Washington DC through her role on the Alameda County Transportation Commission.

Mayor Dutra-Vernaci reported on her attendance of the most recent meeting og the Metropolitan Transportation Commission.

13. GOOD OF THE ORDER
Vice Mayor Patiño expressed his deepest sympathies for those impacted by the school shooting that occurred earlier that day, at Robb Elementary in Uvalde, TX.

Councilmember Gacoscos reported on her attendance of the scholarship events held at Chabot College and in Union City for the New Haven Schools Foundation.

Councilmember Singh reported overgrown vegetation at the Union City History Museum on Smith Street.

Councilmember Duncan reported on her attendance of the grand opening tour for the City of Newark’s new Civic Center.

Mayor Dutra-Vernaci stated she will attend the meeting of June 14 via zoom.

Mayor Dutra-Vernaci expressed her deepest sympathies for those impacted by the school shooting that occurred earlier that day, at Robb Elementary in Uvalde, TX.

14. CLOSED SESSION - None

15. ADJOURNMENT
Mayor Dutra-Vernaci adjourned the meeting at 8:40 p.m.

Respectfully submitted,
Anna M. Brown, CMC
City Clerk
City Council/RSA Agenda 12 Tuesday, June 14, 2022
Agenda Item
DATE: 6/14/2022
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: Kristopher J. Kokotaylo, CityAttorney
SUBJECT: ADOPT RESOLUTION OF THE CITY COUNCIL OF THE CITYOF UNION

CITY CONFIRMING THE CONTINUED EXISTENCE OF A LOCAL
EMERGENCY DUE TO COVID-19
The City Council ratified a proclamation of localemergency on March 16, 2020 as a result of the COVID-19 pandemic. The City Councilconfirmed the continued existence of the localemergency due to the COVID-19 pandemic in accordance with state law on May 12, 2020, June 23, 2020, August 11, 2020, September 22, 2020, November 10, 2020, December 22, 2021, February 9, 2021, March 23, 2021, May 11, 2021, June 22, 2021, August 10, 2021, September 28, 2021, November 23, 2021, and January 11, 2022, March 8, 2022, and April 26, 2022. City staff and the City Attorney recommend that the City Councilconform the continued existence of the localemergency.

STRATEGIC PLAN ALIGNMENT
This item is not related to the Strategic Plan as it is in response to the COVID-19 pandemic.

BACKGROUND
On March 16, 2020, the City Manager, acting as Director of Emergency Services, proclaimed a local emergency pursuant to California Government Code Section 8630 and Union City Municipal Code Chapter

2.28. The emergency declaration was based on conditions of extreme peril to the safety of persons and property within the City as a consequence of the global spread of novelcoronavirus 2019 ("COVID-19"), including confirmed cases in Alameda County. On that same day, the City Counciladopted a resolution ratifying the Proclamation of Local Emergency issued by the Director of Emergency Services.

On May 12, 2020, the City Counciladopted a resolution confirming the continued existence of the local emergency due to the COVID-19 pandemic. Subsequently, on June 23, 2020, August 11, 2020, September 22, 2020, November 10, 2020, December 22, 2020, February 9, 2021, March 23, 2021, May 11, 2021, June 22, 2021, August 10, 2021, September 28, 2021, November 23, 2021, January 11, 2022, March 8, 2022, and April 26, 2022 the City Counciladopted resolutions confirming the continued existence of the localemergency.

DISCUSSION
City Council/RSA Agenda 13 Tuesday, June 14, 2022
Pursuant to Government Code Section 8630, the City Council must review and confirm the continued existence of a localemergency at least once every sixty (60) days. This Resolution comes to the City Council prior to the expiration of sixty (60) days from the previous confirmation of localemergency to ensure there is no interruption in the declaration of the continued localemergency.

The conditions that prompted the original declaration of a localemergency persist and health officials are still learning more information regarding the nature of COVID-19 and how it is transmitted. Community transmission of COVID-19 continues to occur, and the number of cases within Alameda County is still high.

There are now 292,116 cases within the County, and 1,894 deaths (as of June 8, 2022). The spread of COVID-19 continues as a result of the highly contagious Delta and Omicron variants of the virus. While the Alameda County Health Officer shelter in place order requiring that all residents shelter at home has been rescinded, public health and safety concerns for persons and property within the City as a consequence of the global spread of COVID-19 continue to exist.

Declaring a state of emergency provides local governments with the power necessary to coordinate and implement plans aimed at protecting the community and property during a disaster. For example, a declaration of emergency is often necessary to secure mutual disaster aid from local, state and federalagencies. A declaration of emergency also permits the Director of Emergency Services to promulgate orders and regulations necessary for the protection of life and property, such as imposing a curfew and ordering use of facilities for governmental purposes. Additionally, declaring a state of emergency ensures that the local government and its officials and employees are immune from liability when exercising their official duties during an emergency.

If adopted, the declaration of emergency willcontinue to remain in place until the emergency conditions have ended. However, the City Council will be required to continue to review the declaration at least every 60 days.

FISCAL IMPACT
This is no fiscal impact of adopting this Resolution.

RECOMMENDATION
Staff recommends that the City Counciladopt a resolution confirming the continued existence of a local emergency due to COVID-19.

Prepared by:

Shandyn Pierce, Attorney
Submitted by:

Kristopher J. Kokotaylo, City Attorney
ATTACHMENTS:

Description Type
Emergency COVIDResolution June 2022 Resolution
City Council/RSA Agenda 14 Tuesday, June 14, 2022
1 CITY OF UNION CITY

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UNION CITY

CONFIRMING THE CONTINUED EXISTENCE OFA LOCAL EMERGENCY DUE TO COVID-19
WHEREAS, Government Code Section 8630 and Union City Municipal Code Section

2.28.060 authorize the Director of Emergency Services to proclaim a local emergency when conditions of disaster or extreme peril to the safety of persons and property within the territorial limits of a city exist if the City Council is not in session and provides that the City Council shall ratify the proclamation within seven days thereafter; and WHEREAS, in accordance with Government Code Section 8630 and Union City Municipal Code Section 2.28.060, the Director of Emergency Services proclaimed the existence of a local emergency caused by the Novel Coronavirus (COVID-19), a respiratory disease first identified in China that may result in serious illness or death that is easily transmissible from person to person, on March 16, 2020; and WHEREAS, on March 16, 2020, the City Council ratified and confirmed the proclamation of the existence of a local emergency issued by the Director of Emergency Services; and
WHEREAS, on May 12, 2020, the City Council adopted Resolution No. 5595-20 confirming the continued existence of the local emergency; and WHEREAS, on June 23, 2020 the City Council adopted Resolution No. 5618-20 confirming the continued existence of the local emergency; and WHEREAS, on August 11, 2020 the City Council adopted Resolution No. 5642-20 confirming the continued existence of the local emergency; and WHEREAS, on September 22, 2020 the City Council adopted Resolution No. 5656- 20 confirming the continued existence of the local emergency; and WHEREAS, on November 10, 2020 the City Council adopted Resolution No. 5684- 20 confirming the continued existence of the local emergency; and WHEREAS, on December 22, 2020 the City Council adopted Resolution No. 5700- 20 confirming the continued existence of the local emergency; and WHEREAS, on February 9, 2021 the City Council adopted Resolution No. 5710-21 confirming the continued existence of the local emergency; and WHEREAS, on March 23, 2021 the City Council adopted Resolution No. 5731-21 confirming the continued existence of the local emergency; and City Council/RSA Agenda 15 Tuesday, June 14, 2022
2 WHEREAS, on May 11, 2021 the City Council adopted Resolution No. 5752-21 confirming the continued existence of the local emergency; and WHEREAS, on June 22, 2021 the City Council adopted Resolution No. 5785-21 confirming the continued existence of the local emergency; and WHEREAS, on August 10, 2021 the City Council adopted Resolution No. 5817-21 confirming the continued existence of the local emergency; and WHEREAS, on September 28, 2021 the City Council adopted Resolution No. 5829- 21 confirming the continued existence of the local emergency; and WHEREAS, on November 23, 2021 the City Council adopted Resolution No. 5857- 21 confirming the continued existence of the local emergency; and WHEREAS, on January 11, 2022 the City Council adopted Resolution No. 5881-22 confirming the continued existence of the local emergency; and WHEREAS, on March 8, 2022 the City Council adopted Resolution No. 5904-22 confirming the continued existence of the local emergency; and WHEREAS, on April 26, 2022 the City Council adopted Resolution No. 5926-22 confirming the continued existence of the local emergency; and WHEREAS, pursuant to Government Code Section 8630 the City Council must periodically review the need for continuing the local emergency; and WHEREAS, pursuant to Government Code Section 8630, the City Council must review the need for continuing the local emergency at least every sixty (60) days; and WHEREAS, the conditions that prompted the original declaration of a local emergency continue to exist; and
WHEREAS, the recitals contained in Resolution No. 5572-20, adopted by the City Council on March 16, 2020, the recitals contained in Resolution No. 5595-20 adopted by the City Council on May 12, 2020, the recitals contained in Resolution No. 5618-20 adopted by the City Council on June 23, 2020, the recitals contained in Resolution No. 5642-20 adopted by the City Council on August 11, 2020, the recitals contained in Resolution No. 5656-20 adopted by the City Council on September 22, 2020, the recitals contained in Resolution No. 5684-20 adopted by the City Council on November 10, 2020, the recitals contained in Resolution No. 5700-20 adopted by the City Council on December 22, 2020, the recitals contained in Resolution No. 5700-20 adopted by the City Council on February 9, 2021, and the recitals contained in Resolution No. 5710-21 adopted by the City Council on March 23, 2021 and the recitals contained in Resolution No. 5752- City Council/RSA Agenda 16 Tuesday, June 14, 2022
3 21 adopted by the City Council on May 11 2021, and the recitals contained in Resolution No. 5785-21 adopted by the City Council on June 22, 2021, and the recitals contained in Resolution No. 5817-21 adopted by the City Council on August 10, 2021, and the recitals contained in Resolution No. 5829-21 adopted by the City Council on September 28, 2021, and the recitals contained in Resolution No. 5857-21 adopted by the City Council on November 23, 2021 and the recitals contained in Resolution No. 5881-22 adopted by the City Council on January 11, 2022, and the recitals contained in Resolution No. 5904-22 adopted by the City Council on March 8, 2022, and the recitals contained in Resolution No. 5926-22 adopted by the City Council on April 26, 2022 are incorporated into this Resolution as if stated herein; and WHEREAS, community transmission of COVID-19 has continued to occur and health officials are still learning more information regarding the nature of COVID-19 and how it is transmitted; and
WHEREAS, the number of cases within Alameda County has continued to rise, and as of June 8, 2022, there are now over 292,116 confirmed cases of COVID-19 within the County, and 1,894 deaths; and
WHEREAS, since the initial declaration of a local emergency on March 16, 2020 the highly contagious Delta and Omicron variants, as well as Omicron sub-variants, have emerged and resulted in COVID-19 infections; and
WHEREAS, the public health and safety concerns for persons and property within the City as a consequence of the global spread of COVID-19 continue to exist; and WHEREAS, the health, safety, and welfare of Union City residents, businesses, visitors, and staff is of utmost importance to the City and additional future measures may be needed to protect the community; and
WHEREAS, the City may require additional assistance in the future, and a formal declaration of emergency allows the City to access resources in a timely manner in a timely fashion; and
WHEREAS, the City Council finds that conditions of extreme peril to the safety of persons and property within the territorial limits of the City related to COVID-19 pandemic continue in existence; and
WHEREAS, the City Council finds that extraordinary measures are required to protect the public health, safety, and of persons and property within the City that are or are likely to be beyond the control or capability of the services, personnel, equipment, and facilities of the City; and WHEREAS, the City Council desires to confirm the continued existence of a local emergency within Union City due to COVID-19.

City Council/RSA Agenda 17 Tuesday, June 14, 2022
4 NOW, THEREFORE, BE IT RESOLVED that the Council of the City of Union City hereby declares as follows:

1. The local emergency declared by Resolution No. 5572-20 due to the COVID-19 pandemic continues to exist within the City of Union City.

2. During the existence of the declared local emergency, the powers, functions, and duties of the City Manager, acting as Director of Emergency Services, and the emergency organization of this City shall be those prescribed by State law and by ordinances and resolutions of the City of Union City.

3. The declaration of local emergency shall remain in effect until such time that the City Council determines that the emergency conditions have been abated.

4. City staff is directed to place an item on the agenda for review at least every sixty (60) days from the effective date of this Resolution to determine the need for continuing the local emergency pursuant to Government Code Section 8630.

City Council/RSA Agenda 18 Tuesday, June 14, 2022
Agenda Item
DATE: 6/14/2022
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: KRISTOPHER J. KOKOTAYLO, CITYATTORNEY
SUBJECT: ADOPT A RESOLUTION FINDING THAT THERE IS A PROCLAIMED STATE OF EMERGENCY; FINDING THAT MEETING IN PERSON

WOULD PRESENT IMMINENT RISKS TO THE HEALTH OR SAFETYOF
ATTENDEES AS A RESULT OF THE STATE OF EMERGENCY;AND

AUTHORIZING REMOTE TELECONFERENCED MEETINGS OF THE
LEGISLATIVE BODIES OF THE CITYOF UNION CITY FOR THE 30 DAY PERIOD BEGINNING JUNE 14 PURSUANT TO AB 361
Staff recommends that the City Counciladopt a resolution to continue conducting City Counciland all other City Councilappointed Board and Commission meetings remotely due to health and safety concerns for the public and making related findings in compliance with AB 361 (2021).

On May 24, 2022, the City Council made the necessary findings pursuant to AB 361 to continue to conduct virtual meetings. AB 361 requires that the City Council revisit the need to continue conducting virtual meetings every 30 days.

Staff and the City Attorney recommend that the City Counciladopt a resolution making the necessary findings pursuant to AB 361 to continue conducting virtual meetings. Absent further action of the City Council, the City's legislative bodies would need to continue in-person meetings 30 days after May 24, 2022.

STRATEGIC PLAN ALIGNMENT
This action is not related to the Strategic Plan as it is in response to the COVID-19 pandemic.

BACKGROUND
On March 4, 2020, Governor Newsom declared a State of Emergency to make additional resources available, formalize emergency actions already underway across multiple state agencies and departments, and help the State address the broader spread of COVID 19.

On March 16, 2020, the City Counciladopted a Resolution ratifying the proclamation of a local state of City Council/RSA Agenda 19 Tuesday, June 14, 2022
emergency by the Director of Emergency Services due to COVID-19.

On March 17, 2020, in response to the COVID-19 pandemic, Governor Newsom issued Executive Order N29-20, which suspended certain provisions of the Brown Act in order to allow local legislative bodies to conduct meetings telephonically or by other means. Additionally, the State implemented a shelter-in-place order, requiring all non-essential personnel to work from home.

The City has established virtual meetings for all City Counciland City Councilappointed Board and Commission meetings. The virtual meetings have allowed the Counciland advisory bodies to continue to conduct City business from remote locations while ensuring the public’s continued access to government meetings in a safe manner.

On June 11, 2021, Governor Newsom issued Executive Order N-08-21, which among other things, rescinded certain clauses of Executive Order N-29-20 after September 30, 2021, including clauses that suspended certain provisions of the Brown Act. Thus, effective October 1, 2021, agencies would have had to transition back to public meetings held in fullcompliance with the Brown Act.

Since the Governor issued Executive Order N-08-21, the highly contagious Delta and Omicron variants have emerged, causing a spike in cases throughout the state and within the Alameda County. A highly contagious Omicron sub-variant has also emerged.

On September 16, 2021, the Governor signed AB 361 (2021) which allows for local legislative and advisory bodies to continue to conduct meetings via teleconferencing under specified conditions and includes a requirement that the Council make specified findings. AB 361 took effect immediately.

The City Counciladopted a resolution pursuant to AB 361 on September 28, 2021 in order to allow the City’s legislative bodies to continue conducting virtual meetings after September 30, 2021. The resolution included all of the necessary findings required pursuant to AB 361. The City has continued to adopt resolutions making the necessary findings to continue operating virtually since that time.

DISCUSSION
The California Legislature approved AB 361 and the Governor signed the bill into law on September 16, 2021.

AB 361 allows local legislative bodies to continue to meet remotely after the expiration of the clauses of Executive Order N-29-20 which suspended certain Brown Act provisions. Under AB 361, the City and its legislative bodies will be allowed to continue to meet remotely when:
· The localagency holds a meeting during a declared state of emergency; · State or local health officials have imposed or recommended measures to promote social distancing; · Legislative bodies declare the need to meet remotely due to present imminent risks to the health or safety of attendees.

The City meets the requirements to continue holding meetings remotely in order to ensure the health and safety of the public:
· The Governor has declared a State of Emergency, and the City Council has ratified the proclamation of a localemergency by the Director of Emergency Services; · County Health orders require that individuals in indoor public spaces wear masks and the CDC recommends social distancing of at least six feet due to COVID-19; · The Delta and Omicron variants of COVID-19 has resulted in a significant increase of COVID-19 cases within the state and throughout Alameda County;
City Council/RSA Agenda 20 Tuesday, June 14, 2022
· Meeting in person would present imminent risks to the health or safety of attendees, the legislative bodies, and staff.

AB 361 has been signed into law. Therefore, the City Council is required to declare every 30 days that the City’s legislative bodies must continue to meet remotely in order to ensure the health and safety of the public.

The City Council has previously acted to make continued findings pursuant to AB 361.

The proposed resolution includes the necessary findings pursuant to AB 361 to allow the City Counciland the City’s legislative bodies to continue meeting remotely.

FISCAL IMPACT
This is no fiscal impact of adopting this Resolution.

RECOMMENDATION
Staff recommends that the City Counciladopt a resolution to make the necessary findings to continue conducting City Counciland all other City Councilappointed Board and Commission meetings remotely due to health and safety concerns for the public in compliance with AB 361 (2021).

Prepared by:

Shandyn Pierce, Attorney
Submitted by:

Kristopher J. Kokotaylo, City Attorney
ATTACHMENTS:

Description Type
AB361 Resolution Resolution
City Council/RSA Agenda 21 Tuesday, June 14, 2022
RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

UNION CITY FINDING THAT THERE IS A PROCLAIMED
STATE OF EMERGENCY; FINDING THAT MEETING IN

PERSON WOULD PRESENT IMMINENT RISKS TO THE

HEALTH OR SAFETY OF ATTENDEES AS A RESULT OF
THE STATE OF EMERGENCY; AND AUTHORIZING

REMOTE TELECONFERENCED MEETINGS OF THE

LEGISLATIVE BODIES OF THE CITY OF UNION CITY FOR
THE 30 DAY PERIOD BEGINNING JUNE 14 PURSUANT TO
AB 361
WHEREAS, all meetings of the City of Union City’s legislative bodies are open and public, as required by the Ralph M. Brown Act (Cal. Gov. Code 54950 – 54963), so that any member of the public may attend, participate, and watch the City’s legislative bodies conduct their business; and
WHEREAS, on March 4, 2020, Governor Newsom declared a State of Emergency to make additional resources available, formalize emergency actions already underway across multiple state agencies and departments, and help the State prepare for a broader spread of the novel coronavirus disease 2019 (“COVID-19”); and
WHEREAS, on March 16, 2020, the City Council adopted a Resolution ratifying the proclamation of a local emergency by the Director of Emergency Services due to COVID-19; and WHEREAS, on March 17, 2020, in response to the COVID-19 pandemic, Governor Newsom issued Executive Order N-29-20 suspending certain provisions of the Ralph M. Brown Act in order to allow local legislative bodies to conduct meetings telephonically or by other means; and
WHEREAS, as a result of Executive Order N-29-20, staff set up virtual meetings for all City Council meetings and meetings of all legislative bodies within the City; and WHEREAS, on June 11, 2021, Governor Newsom issued Executive Order N-08-21, which, effective September 30, 2021, ends the provisions of Executive Order N-29-20 that allows local legislative bodies to conduct meetings telephonically or by other means; and WHEREAS, on September 16, 2021, Governor Newsom signed AB 361 (2021) which allows for local legislative bodies and advisory bodies to continue to conduct meetings via teleconferencing under specified conditions and includes a requirement that the City Council make specified findings. AB 361 (2021) took effect immediately; and WHEREAS, AB 361 (2021) requires that the Governor declare a State of Emergency pursuant to Government Code section 8625; and
WHEREAS, AB 361 (2021) further requires that state or local officials have imposed or recommended measures to promote social distancing, or, requires that the legislative body City Council/RSA Agenda 22 Tuesday, June 14, 2022
determines that meeting in person would present imminent risks to the health and safety of attendees; and
WHEREAS, such conditions now exist in the City and Governor Newsom has declared a State of Emergency due to COVID-19; and
WHEREAS, since issuing Executive Order N-08-21, the highly contagious Delta and Omicron variants, in addition to Omicron sub-variants, of COVID-19 have emerged, causing an increase in COVID-19 cases throughout the State and Alameda County; and WHEREAS, the Centers for Disease Control and Prevention (“CDC”) continues to recommend physical distancing of at least 6 feet from others outside of the household and CalOSHA recommends social distancing under certain circumstances and maintaining six feet of distance can avoid close contacts requiring quarantine. State and local officials currently strongly recommend wearing masks indoors and state officials further recommend the use of masks when social distancing is not possible; and
WHEREAS, because of the rise in cases due to the Omicron variant and sub-variants of COVID-19, the City is concerned about the health and safety of all individuals who intend to attend City Council and meetings of the City’s other legislative bodies; and WHEREAS, on September 28, 2021 the City Council found that the presence of COVID-19 and the increase of cases due to the Delta variant would present imminent risks to the health or safety of attendees, including the legislative bodies and staff, should the City’s legislative bodies hold in person meetings; and
WHEREAS, the highly contagious Omicron variant resulted in the greatest nationwide infection rate since the beginning of the COVID-19 pandemic; and WHEREAS, the highly contagious Omicron variant has since resulted in several highly contagious sub-variants, including BA.2, which has become the dominant strain of COVID-19; and
WHEREAS, due to the presence of the highly contagious Omicron sub-variants, the Counties of Marin, San Francisco, San Mateo, and Alameda have the highest COVID-19 case rates in the state; and
WHEREAS, the City Council hereby finds that the imminent risks of the City’s legislative bodies holding in person meetings to the health or safety of attendees continues to exist; and
WHEREAS, the City shall ensure that it’s meetings comply with the provisions required by AB 361 (2021) for holding teleconferenced meetings.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Union City as follows:

1. The above recitals are true and correct, and incorporated into this Resolution.

City Council/RSA Agenda 23 Tuesday, June 14, 2022

2. In compliance with AB 361 (2021), and in order to continue to conduct teleconference meetings without complying with the usual teleconference meeting requirements of the Brown Act, the City Council makes the following continued findings:
a) The City Council has reconsidered the circumstances of the state of emergency; and
b) The state of emergency, as declared by the Governor and City Council, continues to directly impact the ability of the City Council and the City’s legislative bodies, as well as staff and members of the public, from meeting safely in person; and c) The CDC continues to recommend physical distancing of at least six feet due to COVID-19, state and local officials continue to recommend the use of masks and physical distancing under certain circumstances, and as a result of the presence of COVID-19 and the increase of cases due to the Delta and Omicron variants, meeting in person would present imminent risks to the health or safety of attendees, the legislative bodies and staff.

3. City Council and City’s legislative bodies may continue to meet remotely in compliance with AB 361, in order to better ensure the health and safety of the public.

4. The City Council will revisit the need to conduct meetings remotely within 30 days of the adoption of this resolution.

City Council/RSA Agenda 24 Tuesday, June 14, 2022
Agenda Item
DATE: 6/14/2022
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: ANNA M. BROWN, CITY CLERK
SUBJECT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UNION CITY,

CALIFORNIA, CALLING AND GIVING NOTICE OF THE HOLDING OF A

GENERAL MUNICIPAL ELECTION TO BE HELD ON TUESDAY,
NOVEMBER 8, 2022, FOR THE ELECTION OF CERTAIN OFFICERS;

REQUESTING THE BOARD OF SUPERVISORS OF THE COUNTY OF

ALAMEDA TO CONSOLIDATE A GENERAL MUNICIPAL ELECTION TO
BE HELD ON TUESDAY, NOVEMBER 8, 2022, WITH THE GENERAL
ELECTION TO BE HELD ON THAT DATE PURSUANT TO SECTION 10002

OF THE ELECTIONS CODE, AND REQUESTING CERTAIN SERVICES
OF THE REGISTRAR OF VOTERS; AND ESTABLISHING REGULATIONS

FOR CANDIDATE STATEMENTS ON THE SAMPLE BALLOT
Staff recommends that the City Council adopt the attached Resolution as is required to call the Municipal Election on November 8, 2022, which this year features the election of one (1) Councilmember from each of the City Council Districts 2, 3, and 4.

STRATEGIC PLAN ALIGNMENT
There is no Strategic Plan Alignment. This item is required to calla Municipal Election.

BACKGROUND
As set forth in Ordinance No. 630-04, the City shall hold an election on the first Tuesday after the first Monday in November in each even-numbered year, for the purpose of electing members to the City Council.

Ordinance No. 896-22 incorporates a new Union City Council District Map. Registered voters are encouraged to consult the Interactive District Map or contact the City Clerk by phone or email at (510) 675- 5448; [email protected].

City Council/RSA Agenda 25 Tuesday, June 14, 2022

DISCUSSION
Pursuant to Section 10402 of the Elections Code, it is necessary for the City Council to adopt a Resolution:
(1) calling for an election to be held Tuesday, November 8, 2022; (2) requesting the assistance of the Registrar of Voters in conducting said election; and, (3) adopting regulations for candidates’ statements. If the City Council does not adopt the resolution, the City will be required to run the election itself, in compliance with all Elections Code requirements.

Based on the number of registered voters and a 200 word candidate statement, the County Registrar of Voters has estimated an approximate cost of $2,500 per candidate statement. As in the 2020 election, the cost of the statements, which will be borne by the candidates, will cover actual costs for translation and printing.

Candidates are not required to submit a candidate statement in order to appear on the ballot. In addition, as set forth in the Elections Code and approved in the City’s fee schedule, candidates will pay a $25 filing fee.

The nomination period opens Monday, July 18, 2022, and will close on Friday, August 12, 2022, which is the City’s scheduled alternating closed Friday. Although closed for all routine business, City Hall will remain open until 4:00 p.m. for the purpose of issuing and accepting nomination papers.

FISCAL IMPACT
Funds to cover the services provided by the County were previously projected to be $215,000. The Registrar’s current estimate for election services is between $4.00 and $6.00 per registered voter.

As of May 19, 2022, the Alameda County Registrar of Voters reports Union City’s current registered voter population is 40,438. Based on the Registrar’s highest cost estimate of $6.00 per registered voter, the most expensive scenario for consolidation services for the General Municipal Election in November 2022 would be approximately $242,628.00. This estimate does not include additional costs associated with any ballot measures or initiatives. Additional costs for ballot measures and initiatives would be related to the additional printing and administrative costs that are above the estimated base fee for consolidation services.

In order to bridge the gap between the previously budgeted and the most-costly-scenario described above, an additional appropriation may be needed to cover the amount the City may be charged by the County for consolidation services for the November 2022 election. We will not know the precise costs of the election until sometime after November. Therefore, we may need to return to the Council at that time with a new appropriation of funds.

RECOMMENDATION
Staff recommends that the City Council adopt a Resolution Calling and Giving Notice of the Holding of a General Municipal Election to be Held on Tuesday, November 8, 2022, for the Election of Certain Officers; Requesting the Board of Supervisors of the County of Alameda to Consolidate a General Municipal Election to be held on Tuesday, November 8, 2022, with the General Election to be Held on that Date Pursuant to Section 10002 of the Elections Code, and Requesting Certain Services of the Registrar of Voters; and Establishing Regulations for Candidate Statements on the Sample Ballot.

Prepared by:

Anna M. Brown, City Clerk
City Council/RSA Agenda 26 Tuesday, June 14, 2022
Submitted by:

Anna M. Brown, City Clerk
ATTACHMENTS:

Description Type
Resolution Calling Election Resolution
Attachment - Ord No. 896-22 Attachment
City Council/RSA Agenda 27 Tuesday, June 14, 2022
RESOLUTION NO. _____-22

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UNION CITY,

CALIFORNIA, CALLING AND GIVING NOTICE OF THE HOLDING OF

A GENERAL MUNICIPAL ELECTION TO BE HELD ON TUESDAY,
NOVEMBER 8, 2022, FOR THE ELECTION OF CERTAIN OFFICERS;

REQUESTING THE BOARD OF SUPERVISORS OF THE COUNTY OF ALAMEDA

TO CONSOLIDATE A GENERAL MUNICIPAL ELECTION TO BE HELD ON TUESDAY, NOVEMBER 8, 2022, WITH THE GENERAL ELECTION
TO BE HELD ON THAT DATE PURSUANT TO SECTION 10002 OF

THE ELECTIONS CODE, AND REQUESTING CERTAIN SERVICES OF THE REGISTRAR OF VOTERS; AND ESTABLISHING REGULATIONS FOR

CANDIDATE STATEMENTS ON THE SAMPLE BALLOT
WHEREAS, under the provisions of the laws relating to general law cities in the State of California, a General Municipal Election shall be held on November 8, 2022, for the election of Municipal Officers; and
WHEREAS, in accordance with Elections Code Section 10400, local elections which are called to be held on the same date in territory which is wholly or partially the same may be consolidated by the Registrar of Voters upon receipt of request for same from the jurisdictions involved at least 88 days prior to the date of said elections; and WHEREAS, it is desirable that the General Municipal Election be consolidated with the Statewide General Election to be held on the same date and that within the City the precincts, polling places and election officers of the two elections be the same, and that the Registrar of Voters of the County of Alameda canvass the returns of the General Municipal Election, and that the election be held in all respects as if there were only one election; and WHEREAS, pursuant to Elections Code Section 10403.5 the City desires to request the County to render special services to the City with respect to the conduct of the City’s Municipal Election to be held on November 8, 2022, and the County is agreeable to provide these services; and
WHEREAS, Section 13307 of the Elections Code of the State of California provides that the City Council adopt regulations pertaining to materials prepared by any candidate for a municipal election, including costs of the candidate statement.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF UNION CITY,

CALIFORNIA, DOES RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:

SECTION 1. That pursuant to the requirements of the laws of the State of California relating to General Law Cities, there is called and ordered to be held in the City of Union City, California, on Tuesday, November 8, 2022, a General Municipal Election for the purpose of City Council/RSA Agenda 28 Tuesday, June 14, 2022
Resolution No. _____-22

electing One (1) Member of the City Council from Districts 2, 3, and 4 for the full term of four years. The boundaries of Districts 2, 3, and 4 are established by Union City Ordinance No. 896-

22. SECTION 2. That the ballots to be used at the election shall be, in form and content, as required by law.

SECTION 3. That the polls for the election shall be open at seven o’clock a.m. of the day of the election and shall remain open continuously from that time until eight o’clock p.m. of the same day when the polls shall be closed, except as provided in § 14401 of the Elections Code of the State of California.

SECTION 4. That in all particulars not recited in this resolution, the election shall be held and conducted as provided by law for holding municipal elections.

SECTION 5. That notice of the time and place of holding the election is given and the City Clerk is authorized, instructed and directed to give further or additional notice of the election, in time, form and manner as required by law.

SECTION 6. That pursuant to the requirements of Section 10002 of the Elections Code, the Board of Supervisors of the County of Alameda is hereby requested to consent and agree to the consolidation of the General Municipal Election with the General Election on Tuesday, November 8, 2022, for the purpose of the election of One (1) Member of the City Council from District 2, One (1) Member of the City Council from District 3, and One (1) Member of the City Council from District 4.

SECTION 7. That the County election department is authorized to canvass the returns of the General Municipal Election. The election shall be held in all respects as if there is only one election, and only one form of ballot shall be used.

SECTION 8. That the Board of Supervisors is requested to issue instructions to the Registrar of Voters to take any and all steps necessary for the holding of the consolidated election.

SECTION 9. That the City of Union City recognizes that additional costs will be incurred by the County by reason of this consolidation and agrees to reimburse the County based on the County’s established consolidation rate.

SECTION 10. That pursuant to Section 13307 of the Elections Code of the State of California, each candidate for elective office to be voted for at the General Municipal Election on November 8, 2022, may prepare a candidate statement on an appropriate form provided by the elections official. The statement may include the name, age, and occupation of the candidate and a brief description of no more than 200 words of the candidate’s education and qualifications expressed by the candidate himself or herself.

City Council/RSA Agenda 29 Tuesday, June 14, 2022
Resolution No. _____-22

SECTION 11. The candidate shall be required to pay for the cost of printing, translating, and mailing the candidate statement, and shall make a deposit of $2500 at the time his/her nomination papers are filed. The candidate shall be refunded any overage, or billed for any additional costs, within 30 days of the actual accounting of said costs by the Alameda County Registrar of Voters.

SECTION 12. That the City Council hereby directs the City Clerk to certify to the passage and adoption of this Resolution and to enter it into the book of original resolutions.

SECTION 13. That the City Clerk be directed to forward a certified copy of this resolution to the Board of Supervisors of Alameda County and the Registrar of Voters of Alameda County.

SECTION 14. This Resolution shall be effective immediately upon its adoption.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Union City on the 14th day of June 2022 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:
_______________________________

CAROL DUTRA-VERNACI
Mayor
ATTEST: APPROVED AS TO FORM:
________________________________ _______________________________ ANNA M. BROWN KRISTOPHER J. KOKOTAYLO
City Clerk City Attorney
2667869.1
City Council/RSA Agenda 30 Tuesday, June 14, 2022
City Council/RSA Agenda 31 Tuesday, June 14, 2022
City Council/RSA Agenda 32 Tuesday, June 14, 2022
City Council/RSA Agenda 33 Tuesday, June 14, 2022
880
4 1
3 2
Royal An
Dr
Alvarado Blvd
Union
City Blvd
Dyer St
Smith St
Decoto
Rd
H St
Mis ion Blvd
Alvarado Niles Rd
Whipple Rd Central AveAlmaden
Blvd
Lowry Rd
7th St
Railroad Ave
NDC Plan 201
Union City 2021/22 Redistricting
National Demographics Corporation, January 18, 2022
Total Population Deviation: 4.9%
Most Latino District: 2 (34% CVAP)
The boundaries of the current districts
are shown in black.

The boundaries of the proposed districts
are shown in yellow, with colored fill.
©2021 CALIPER
Ordinance No. 896-22
Exhibit A
City Council/RSA Agenda 34 Tuesday, June 14, 2022
Category Field 1 2 3 4 Total
Total Population 17,125 17,991 17,771 17,331 70,218
Population Deviation -430 437 217 -224 866
Pct. Deviation -2.45% 2.48% 1.23% -1.28% 4.93%
Hispanic/Latino 19% 39% 18% 10% 22%
NH White 13% 12% 10% 9% 11%
NH Black 5% 4% 5% 5% 5%
NH Asian/Pac.Isl. 60% 43% 64% 74% 60%
NH Native Amer. 0% 0% 0% 0% 0%
Total 11,265 11,671 13,745 12,828 49,509
Hisp 21% 34% 16% 9% 20%
NH White 21% 21% 18% 16% 19%
NH Black 6% 5% 7% 4% 6%
Asian/Pac.Isl. 50% 39% 58% 70% 55%
Native Amer. 0% 0% 0% 0% 0%
Total 9,404 9,770 10,531 11,042 40,747
Latino est. 26% 40% 26% 20% 27%
Spanish-Surnamed 24% 36% 24% 18% 25%
Asian-Surnamed 27% 22% 26% 34% 27%
Filipino-Surnamed 8% 5% 12% 11% 9%
NH White est. 33% 29% 27% 29% 29%
NH Black 7% 6% 10% 7% 8%
Total 7,491 7,494 8,254 8,952 32,191
Latino est. 26% 39% 26% 19% 27%
Spanish-Surnamed 24% 36% 24% 18% 25%
Asian-Surnamed 27% 22% 26% 34% 27%
Filipino-Surnamed 8% 5% 12% 11% 9%
NH White est. 33% 29% 27% 29% 29%
NH Black 7% 6% 10% 7% 8%
Total 4,853 4,690 5,293 5,843 20,679
Latino est. 26% 40% 25% 19% 27%
Spanish-Surnamed 24% 37% 23% 18% 25%
Asian-Surnamed 24% 20% 24% 31% 25%
Filipino-Surnamed 6% 5% 11% 10% 8%
NH White est. 36% 31% 29% 31% 32%
NH Black est. 7% 6% 10% 8% 8%
age0-19 19% 22% 22% 20% 21%
age20-60 59% 61% 55% 54% 57%
age60plus 22% 17% 23% 25% 22%
immigrants 44% 43% 43% 51% 45%
naturalized 61% 57% 72% 75% 67%
english 38% 33% 36% 34% 35%
spanish 13% 26% 13% 6% 14%
asian-lang 28% 25% 40% 42% 34%
other lang 21% 16% 11% 19% 16%
Language Fluency Speaks Eng. "Less than
Very Well" 18% 18% 20% 21% 20%
hs-grad 43% 47% 46% 40% 44%
bachelor 25% 22% 26% 30% 26%
graduatedegree 19% 14% 9% 17% 15%
Child in Household child-under18 34% 37% 38% 39% 37%
Pct of Pop. Age 16+ employed 67% 68% 63% 62% 65%
income 0-25k 8% 6% 9% 6% 7%
income 25-50k 11% 10% 12% 8% 10%
income 50-75k 10% 15% 15% 10% 13%
income 75-200k 50% 51% 47% 50% 49%
income 200k-plus 21% 19% 17% 27% 21%
single family 66% 70% 87% 95% 79%
multi-family 34% 30% 13% 5% 21%
rented 44% 44% 31% 15% 34%
owned 56% 56% 69% 85% 66%
Housing Stats
Voter Registration (Nov
2020)
Voter Turnout (Nov
2020)
Total population data from California's adjusted 2020 Census data. Citizen Voting Age Population, Age, Immigration, and other demographics from the 2015-2019 American Community Survey and Special Tabulation 5-year data. Turnout and Registration data from California Statewide Database ("Latino" figures calculated by NDC using Census Bureau's Latino undercount by surname estimate).

Voter Turnout (Nov
2018)
Household Income
Education (among those
age 25+)
Immigration
Age
Language spoken at
home
Union City - NDC Plan 201
2020 Census
Total Pop.

Citizen Voting Age Pop
City Council/RSA Agenda 35 Tuesday, June 14, 2022
Agenda Item
DATE: 6/14/2022
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: CHIEF JARED RINETTI
SUBJECT: ADOPT AN ORDINANCE ADDING CHAPTER 2.62, "MILITARY EQUIPMENT USE POLICY" TO THE UNION CITY MUNICIPAL CODE

AND APPROVE THE MILITARY EQUIPMENT USE POLICY
On May 24, 2022, The City Council introduced an ordinance adding Chapter 2.62, “Military Equipment Use Policy” to the Union City Municipal Code to approve the proposed policy associated with the continued and future use of military equipment by the Union City Police Department in compliance with AB 481.

Staff recommends the City Council waive the second reading and adopt the proposed Ordinance adding Chapter

2.62, “Military Equipment Use Policy” to the Union City Municipal Code, and approving the Union City Police Department’s proposed military equipment use policy in compliance with AB 481.

STRATEGIC PLAN ALIGNMENT
Goal C: Economic, Community development and Public Safety Strategy 13:Align public safety services with community needs

BACKGROUND
Effective January 1, 2022, Assembly Bill 481 (AB 481) was enacted and can be referenced in Government Code (GC) Section 7070 through 7075. AB 481 requires the Union City Police Department (UCPD) obtain City Councilapproval of a military equipment use policy by ordinance before purchasing, raising funds for, acquiring or using "military equipment" as defined in Government Code §7070(c).

Under AB 481, the City Council must consider the proposed military equipment use policy in open session of a City Council meeting and may only approve the policy if it makes specific findings regarding the equipment including safeguards, cost effectiveness, reasonableness of use, and fiscal impact.

City Council/RSA Agenda 36 Tuesday, June 14, 2022
In compliance with AB 481, UCPD submitted a proposed Military Equipment Use Policy 709 (“Policy”) to City Counciland released the Policy to the community via its webpage at least thirty (30) days prior to City Council’s consideration of the Agenda Item in compliance with Government Code §7071 (b). A public hearing was then held within thirty (30) days in compliance with Government Code §7072 (b).

DISCUSSION
On May 24, 2022, the City Council voted 5-0 to introduce and read by title only, the attached ordinance adding Chapter 2.62, “Military Equipment Use Policy” to the Union City Municipal Code. This ordinance confirms City Council’s approval of the proposed Policy establishing procedures associated with the continued and future use of military equipment by the Union City Police Department.

Should the City Councilchoose to waive the second reading and adopt the attached ordinance, the ordinance would be effective thirty days from the second reading.

FISCAL IMPACT
There is no fiscal impact at this time as the development and ongoing compliance with the provisions of AB 481 will be managed by existing staff.

RECOMMENDATION
Staff recommends the City Council waive the second reading and adopt the proposed Ordinance adding Chapter 2.62, “Military Equipment Use Policy” to the Union City Municipal Code, and approving the Union City Police Department’s proposed military equipment use policy in compliance with AB 481.

Prepared by:

Lieutenant Andrew Holt
Submitted by:

Lieutenant Andrew Holt
ATTACHMENTS:

Description Type
Military Equipment Ordinance Ordinance
City Council/RSA Agenda 37 Tuesday, June 14, 2022

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF UNION CITY

APPROVING AND ADOPTING A MILITARY EQUIPMENT USE POLICY AND ADDING CHAPTER 2.62 “MILITARY EQUIPMENT USE POLICY” TO TITLE 2 “ADMINISTRATION AND PERSONNEL” OF THE UNION CITY MUNICIPAL CODE IN COMPLIANCE WITH ASSEMBLY BILL 481
WHEREAS, on September 30, 2021, Governor Gavin Newsom signed into law Assembly Bill 481 relating to the use of military equipment by California law enforcement agencies; and WHEREAS, Assembly Bill 481 seeks to provide transparency, oversight, and an opportunity for meaningful public input on decisions regarding whether and how military equipment is funded, acquired, or used by law enforcement agencies; and
WHEREAS, Assembly Bill 481, codified at California Government Code section 7070, et. seq., requires law enforcement agencies obtain approval of the applicable governing body, by an ordinance adopting a “military equipment” use policy, at a regular meeting held pursuant to open meeting laws, prior to taking certain actions relating to the funding, acquisition, or use of military equipment. The term “military equipment” is defined in California Government Code section 7070 subdivision (c); and
WHEREAS, the Union City Police Department is in possession of certain items of equipment that may qualify as “military equipment” under Assembly Bill 481; and WHEREAS, Assembly Bill 481 requires that a law enforcement agency possessing and using such qualifying equipment prepare a publicly released, written, military equipment use policy.

The policy must be a document covering the inventory, description, purpose, use, acquisition, maintenance, fiscal impacts, procedures, training, oversight, and complaint process, applicable to the Department’s use of such equipment; and
WHEREAS, Assembly Bill 481 allows the governing body of a city to approve the military equipment use policy for continued or future funding, acquisition, or use of military equipment within its jurisdiction only if it makes specified determinations specified in Government Code Section 7071 subdivision (d); and
WHEREAS, the military equipment use policy and supporting information must, upon adoption by ordinance, thereafter be approved by the governing body by ordinance and reviewed annually; and
WHEREAS, the proposed military equipment use policy, including military equipment inventory, has been prepared by the Union City Police Department and identified as Policy 709; and
WHEREAS, Policy 709 was published on the Union City Police Department’s internet website thirty (30) days prior to the public hearing concerning the military equipment at issue in compliance with Government Code Section 7071 subdivision (b); and City Council/RSA Agenda 38 Tuesday, June 14, 2022
WHEREAS, the Union City Police Department commenced the approval process prior to May 1, 2022, in accordance with Assembly Bill 481; and
WHEREAS, Policy 709 was presented to City Council at a public hearing on May 26, 2022; and WHEREAS, Policy 709 meets the requirements of California Government Code Section 7070 (d); and
WHEREAS, the City Council of the City of Union City, having received the information required under Assembly Bill 481 regarding the Union City Police Department’s use of military equipment as defined in said law, and makes the specified determinations required under Government Code Section 7071 (d), deems it to be in the best interest of the City to approve the Union City Police Department’s Military Equipment Funding, Acquisition and Use Policy as set forth herein.

THE CITY COUNCIL OF THE CITY OF UNION CITY DOES ORDAIN AS FOLLOWS:

SECTION 1. Recitals.

The above recitals are true and correct and made a part of this Ordinance.

SECTION 2. Determinations.

Based on the findings above, in addition to information provided to the City Council at the public meeting, the City Council determines as follows:

1. The Union City Police Department’s Military Equipment Use Policy is necessary because there are no reasonable alternatives that can achieve the same objectives of officer and civilian safety.

2. The Union City Police Department’s Military Equipment Use Policy will safeguard the public’s welfare, safety, civil rights, and civil liberties.

3. The military equipment identified in the Union City Police Department’s Military Equipment Use Policy is reasonably cost effective compared to available alternatives that can achieve the same objectives of officer and civilian safety.

4. Prior military equipment use by the Union City Police Department complied with the Military Equipment Use Policy although it was not yet in effect at the time, or if prior uses did not comply with the accompanying military equipment use policy, corrective action has been taken to remedy nonconforming uses and ensure future compliance.

5. The Union City Police Department’s Military Equipment Use Policy, Policy 709, setting forth the City’s military equipment use policy is approved and adopted.

City Council/RSA Agenda 39 Tuesday, June 14, 2022
SECTION 3. Municipal Code Amendment.

Chapter 2.62, Military Equipment Use Policy, is added to the Union City Municipal Code as follows:
“Chapter 2.62 Military Equipment Use Policy.
(a) Pursuant to Government Code Section 7071 (d), the City Council has made the following determinations:
(1) The military equipment inventoried and presented to the City Council is necessary because there is no reasonable alternative that can achieve the same objective of officer and civilian safety;
(2) The proposed military equipment use policy (“Policy”) will safeguard the public’s welfare, safety, civil rights, and civil liberties; (3) The equipment is reasonably cost effective compared to available alternatives that can achieve the same objective of officer and civilian safety (if any); and
(4) Prior military equipment use complied with the applicable equipment use policy (which included equipment now defined as military equipment) that was in effect at the time, or if prior uses did not comply with the accompanying military equipment use policy, corrective action has been taken to remedy nonconforming uses and ensure future compliance. (b) The Police Department has submitted a proposed Policy to the City Council identified as Union City Police Department Policy 709 and has made those documents available on the Police Department’s website for at least 30 days prior to the public hearing concerning the military equipment at issue.
(c) The Policy was considered by the City Council as an agenda item in an open session of a regular meeting, noticed in accordance with the Ralph M. Brown Act, at which public comment was permitted.
(d) The Policy shall be made publicly available on the Police Department’s website for as long as the military equipment is available for use. (e) The Police Department shall submit an annual military equipment report to the City Council, containing the information required in Government Code Section 7072, and the City Council shall determine whether each type of military equipment identified in that report has complied with the standards for approval set forth in (a)(1)-(4) above. (f) The City Council shall review this ordinance, and vote on whether to renew it, on an annual basis at a regular meeting, in accordance with Government Code Section 7071(e)(2).

City Council/RSA Agenda 40 Tuesday, June 14, 2022
(g) The City Council approves the use of the Policy identified as Union City Police Department Policy 709, and finds that it satisfies the requirements of Government Code Section 7070 (d).”
SECTION 4. Severability.

If any section, subsection, sentence, clause or phrase of this ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision will not affect the validity of the remaining portions of this ordinance. The City Council hereby declares that it would have passed this ordinance and each of every section, subsection, sentence, clause, or phrase not declared invalid or unconstitutional without regard to whether any portion of the ordinance would be subsequently declared invalid or unconstitutional.

SECTION 5. CEQA.

Approval of the ordinance is exempt from further environmental review under the general rule in California Environmental Quality Act (CEQA) Guidelines Section 15061(b)(3) that CEQA only applies to projects that have the potential for causing a significant effect on the environment. As a series of text amendments and additions that do not authorize any new activity, it can be seen with certainty that there is no possibility that the ordinance will have a significant effect on the environment.

SECTION 6. Publication and Effective Date.

Within fifteen (15) days from and after adoption, this Ordinance shall be published once in the Tri-City Voice, a newspaper of general circulation printed and published in Alameda County and circulated in the City of Union City, in accordance with California Government Code Section 36933. This Ordinance shall take effect and be enforced thirty (30) days after its adoption.

City Council/RSA Agenda 41 Tuesday, June 14, 2022
Agenda Item
DATE: 6/14/2022
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: MARILOU AYUPAN, PUBLIC WORKS DIRECTOR
SUBJECT: ADOPT A RESOLUTION ACCEPTING A$75,000 GRANT FROM THE

CALIFORNIA DEPARTMENT OF RESOURCES, RECYCLING AND
RECOVERY, PROJECT FUNDING AGREEMENT NO. TRP14-21-0007, FOR

THE BASE FAILURE REPAIR AND SLURRY SEAL PROJECT, CITY
PROJECT NO. 23-02
Staff recommends that the City Counciladopt the attached resolution accepting a $75,000 grant from the California Department of Resources, Recycling and Recovery (CalRecycle), Project Funding Agreement No. TRP14-21- 0007, for the Base Failure Repair and Slurry Seal Project, City Project No. 23-02.

STRATEGIC PLAN ALIGNMENT
This agenda item is in alignment with the following:

Goal D, Strategy 2: Environmental Sustainability and Infrastructure – Implement the City’s Capital Improvement Plan.

BACKGROUND
CalRecycle administers a program to provide opportunities for the diversion of tires from landfill disposal, prevent illegal tire dumping, and promote markets for recycled-content products. Rubberized asphalt concrete is a proven road paving material that has been used in California since the 1970s. It is made by blending ground tire rubber with asphalt binder which is then mixed with conventional aggregate materials. The program provides reimbursement grants designed to encourage the use of rubberized tires for street rehabilitation projects.

DISCUSSION
The City Council, at its regular meeting of November 9, 2021, authorized submission of an application and associated grant documents for CalRecycle’s Rubberized Pavement Grant Program funding. On April 26, 2022, staff was notified by CalRecycle that a grant, in the amount of $75,000, was awarded for the purpose of street City Council/RSA Agenda 42 Tuesday, June 14, 2022
pavement rehabilitation.

On May 5, 2022, Union City entered into a Project Funding Agreement, TRP14-21-0007, with CalRecycle for the Base Failure Repair and Slurry Seal Project, in the amount of $75,000. These funds will be used to supplement funds for the City’s Base Failure Repair and Slurry Seal Projects to extend the life of the streets using rubberized chip seal, a newer method of street paving (also called a rubberized cape seal). The combination of using slurry seal and rubberized cape seal for street rehabilitation is a pilot project for Union City.

A rubberized cape seal further enhances the typical slurry seal treatment by replacing the asphalt binder with a blend of ground rubber (or latex rubber) and asphalt cement to create a rubberized asphalt binder. The rubberized asphalt binder enhances the elasticity and flexibility in the pavement. During the rubberized chip sealing process, the existing pavement is covered with a thin layer of rubberized asphalt binder that seals the cracks in the pavement and waterproofs the existing surface. Aggregate chips coated with asphalt concrete are then spread on the paving surface. Several days later, once the chips are embedded, a slurry seal application is applied to the rubber-chipped surface to encapsulate the street.

The treatment is excellent in providing strength, stability, and flexibility in the pavement by reducing further reflective cracking. The application of a rubberized cape seal will extend the life of the existing pavement for many more years than the traditional slurry sealapplication.

The grant requires that the project must apply a minimum of 40,000 square yards of chip seal material. The grant term begins on the date of the Notice of Proceed email, which is formal notification from CalRecycle authorizing the City to begin the grant project and ends on April 1, 2024. Staff confirmed that the Rubberized Pavement Grant Program funding can be combined with the Base Failure Repair and Slurry Seal Project to make for a larger project scope to meet the project funding requirements. The combined project will consist of rehabilitation of various industrialand residential streets. The design of the project is expected to be completed by March 2023 with construction completed by August 2023.

FISCAL IMPACT
Union City will receive $75,000 in reimbursement funds identified in the Project Funding Agreement No. TRP14- 21-0007, with a required minimum use of 40,000 square yards of chip seal material for the Base Failure and Slurry Seal Project. The Base Failure Repair and Slurry Seal Project will be funded by the SB1 - Road Maintenance & Rehabilitation Fund (Account No. 2515-3199-92302-54111), Measure B - ACTIA Streets & Roads Fund (Account No. 2542-3199-92302-54111), Measure BB - Streets & Roads Fund (Account No. 2545-3199-92302- 54111), and Allied Waste Vehicle Impact Fee Fund (Account No. 2620-3199-92302-54111). There are sufficient monies in these Funds to fund the project costs.

RECOMMENDATION
Staff recommends that the City Council adopt a Resolution accepting the $75,000 grant from CalRecycle, Project Funding Agreement No. TRP14-21-0007, for the Base Failure Repair and Slurry Seal Project, City Project No. 23-02, and directing staff to include these grant funds in the list of FY 2022-2023 budget amendments to be presented to the City Council for adoption on June 28, 2022.

Prepared by:

Eddie Yu, Civil Engineer I
City Council/RSA Agenda 43 Tuesday, June 14, 2022
Submitted by:

Marilou Ayupan, Public Works Director
ATTACHMENTS:

Description Type
Resolution Resolution
Exhibit A - CalRecycle Grant Agreement Exhibit
City Council/RSA Agenda 44 Tuesday, June 14, 2022
RESOLUTION NO. ____________

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UNION CITY ACCEPTING A $75,000 GRANT FROM THE CALIFORNIA DEPARTMENT OF

RESOURCES, RECYCLING AND RECOVERY,
PROJECT FUNDING AGREEMENT NO. TRP14-21-0007,

FOR THE BASE FAILURE REPAIR AND SLURRY SEAL PROJECT,
CITY PROJECT NO. 23-02
WHEREAS, the California Department of Resources, Recycling and Recovery (CalRecycle) administers a program to provide opportunities for the diversion of tires from landfill disposal, prevent illegal tire dumping, and promote markets for recycled-content products; and
WHEREAS, the the City Council of the City of Union City at its regular meeting of November 9, 2021, authorized submission of an application and associated grant documents for CalRecycle’s Rubberized Pavement Grant Program funding; and WHEREAS, CalRecycle awarded $75,000 in CalRecycle Rubberized Pavement Grant Program funds to the City of Union City for the implementation and delivery of the Base Failure Repair and Slurry Seal Project, City Project No. 23-02; and WHEREAS, these CalRecycle Rubberized Pavement Grant Program funds require that the Project must apply a minimum of 40,000 square yards of chip seal material; and WHEREAS, the Rubberized Pavement Grant Program funds will be used to supplement other funds for the Base Failure and Slurry Seal Project; and NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Union City hereby accepts the $75,000 grant from CalRecycle, Project Funding Agreement TRP-14-21- 0007 (Exhibit A), for the Base Failure Repair and Slurry Seal Project, City Project No. 23-02; and
BE IT FURTHER RESOLVED that the City Council directs staff to include these grant funds in the list of FY 2022-2023 budget amendments to be presented to the City Council for adoption on June 28, 2022.

BE IT FURTHER RESOLVED that the City of Union City, by adopting this Resolution, does hereby state that:
1) The City of Union City understands that the amount of CalRecycle Rubberized Pavement Grant Program funds for the project is capped at the amount awarded by CalRecycle, and that any cost increases will be funded through other means by the City of Union City, and will not be funded with additional CalRecycle Rubberized Pavement Grant Program funds; and
2) The Project will be implemented as described in the application, Agreement, and in this Resolution; and
City Council/RSA Agenda 45 Tuesday, June 14, 2022
3) The City of Union City and the Base Failure Repair and Slurry Seal Project will comply with the requirements as set forth in the Agreement.

BE IT FURTHER RESOLVED that the City Council of the City of Union City hereby authorizes staff to include these grant funds in the required budget appropriations for FY 2022- 2023 and authorizes the use of these funds for the Base Failure Repair and Slurry Seal Project, City Project No. 23-02.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Union City at a regular meeting held on June 14, 2022, by the following vote:

City Council/RSA Agenda 46 Tuesday, June 14, 2022

TRP14-21-0007
City of Union City
State of California - California Environmental
Protection Agency
CalRecycle 110 (Rev 10/19)

Department of Resources Recycling and
Recovery (CalRecycle)
Grant Agreement Cover Sheet
Grant Number
TRP14-21-0007
Name of Grant Program
2021-22 Rubberized Pavement Grant Program
Grantee Name
City of Union City
Taxpayer's Federal Employer Identification Number
Total Grant not to Exceed
$75,000.00
Start of Grant Term
Notice to Proceed Email Date
End of Grant Term
April 01, 2024
The Department of Resources Recycling and Recovery (CalRecycle) and City of Union City (the “Grantee”), in mutual consideration of the promises made herein, agree to comply with the provisions of this Agreement, which consists of this Grant Agreement Cover Sheet and the following Exhibits, which are incorporated by this reference and made a part of this Agreement as if attached hereto:

Exhibit A – Terms and Conditions
Exhibit B – Procedures and Requirements
Exhibit C – Application with revisions, if any, and any amendments This Agreement is of no force or effect until signed by both parties. Grantee shall not commence performance until it receives written approval from CalRecycle. In witness whereof, the parties hereto have executed this Agreement as of the dates entered below.

City Council/RSA Agenda 47 Tuesday, June 14, 2022

TRP14-21-0007
City of Union City
Department/Grantor Name Grantee Name
CalRecycle City of Union City
Signature of CalRecycle’s Authorized
Signatory
Signature of Grantee’s Authorized Signatory
(as authorized in Resolution, Letter of
Commitment, or Letter of Designation)
X
Printed Name of CalRecycle’s Authorized
Signatory
Printed Name of Grantee’s Authorized
Signatory
Brandy Hunt
Title Title
Deputy Director, CalRecycle
Date Date
Grantee Payment Address
Public Works
34009 Alvarado-Niles Rd
Union City, CA 94587
Revised Grantee Payment Address (if needed)
City Council/RSA Agenda 48 Tuesday, June 14, 2022

TRP14-21-0007
City of Union City
Certification of Funding
Amount Encumbered by
this Agreement
Prior Amount Encumbered for
this Agreement
Total Amount
Encumbered to Date
$75,000.00 $75,000.00
Grant Year/Program Chapter Statute Year
2021-22 Rubberized
Pavement Grant Program 21 2021
Org Code Reference Fund
3970 0011 0226

Enactment Year Fiscal Year Fund Title
2021 2021-22 TIRE
Fi$Cal Expenditure Information
Reporting Structure Program (PGM-SUB-TSK) Account/Alt Account 39707830 3700000213 5340580
I hereby certify upon my own personal knowledge that budgeted funds are available for the period and purpose of the expenditure stated above.

Signature of CalRecycle Budget Office Date
Dalma Gomez Digitally signed by Dalma Gomez
Date: 2022.04.26 12:27:22 -07'00' Apr 26, 2022
City Council/RSA Agenda 49 Tuesday, June 14, 2022
Agenda Item
DATE: 6/14/2022
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: MARILOU AYUPAN, PUBLIC WORKS DIRECTOR
SUBJECT: ADOPT A RESOLUTION ACCEPTING COMPLETION OF WORK FOR THE DYER STREET REHABILITATION PROJECT, CITY PROJECT NO. 18-20 Staff recommends that the City Council adopt a resolution accepting completion of work for the Dyer Street Rehabilitation Project, City Project No. 18-20.

STRATEGIC PLAN ALIGNMENT
This agenda item is in alignment with the following:

Goal D, Strategy 2: Environmental Sustainability and Infrastructure – Implement the City’s capital improvement plan.

BACKGROUND
At the regular meeting on October 10, 2021, the City Council approved the award of the construction contract of the Dyer Street Rehabilitation Project, City Project No. 18-20, to G. Bortolotto & Company, Inc., of San Carlos, California, in the amount of $890,140. The contractor has completed the work in accordance with the plans and specifications approved for this project and has supplied the City with all bonding requirements as specified in the contract.

DISCUSSION
The project work on Dyer Street, between Deborah Drive and Alvarado Boulevard, comprised of:

1. Repairing uplifted or damaged sidewalks, curbs and gutters, and upgrading ramps;

2. Grinding down the roadway pavement and applying a new asphalt concrete layer; and

3. Incorporating buffered bike lane striping in each direction along with complete streets elements that account for improved visibility, parking, and bus stop incorporation. The bike lane improvements were identified in the 2012 Bicycle & Pedestrian Master Plan and, again, in the 2021 Master Plan update.

City Council/RSA Agenda 50 Tuesday, June 14, 2022
The project was substantially completed in February 2022, and all final project punch-list items have now been resolved with the contractor. The finalconstruction cost for the project is $953,810.84. The finalconstruction cost was approximately $61,000 below the original construction allocated amount. Two contract change orders were issued to reimburse the contractor for work outside the project scope, including additional sidewalk and curb and gutter replacement, irrigation and landscaping replacement, and additional signing and striping.

FISCAL IMPACT
The project cost in the amount of $872,000 was funded by the reimbursable federal One Bay Area Grant 2 (OBAG2) funds (Account No. 4100-3199-91820-54111) in combination with $143,000 of Measure B – ACTIA Streets & Roads (Account No. 2542-3199-91820-54111).

Project costs are outlined below:

Construction Contract Amount $ 890,140.00
Contingency $ 94,860.00
Management/Inspection/Administration (City
Staff, Material Testing, etc.) $ 30,000.00
Total Estimated Construction Cost $ 1,015,000.00
Final project completion costs are below:

Construction Contract Amount $ 875,556.45
Contingency (2 Change Orders) $ 35,254.50
Construction Subtotal (G. Bortolotto) $ 910,810.95
Management/Inspection/Administration (City
Staff, Material Testing, etc.)
$ 22,897.38
$ 20,102.51
Staff & Materials Testing Subtotal $ 42,999.89
Total Final Construction Cost $ 953,810.84

RECOMMENDATION
Staff recommends the following:

1. Adopt the attached Resolution accepting completion of work of the Dyer Street Rehabilitation Project, City Project No. 18-20 by G. Bortolotto & Company, Inc.;

2. Direct the City Clerk to record the Notice of Completion with the Office of the County Recorder of Alameda County, California; and

3. Authorize the release of final payment retention in the amount of $45,540.55 to G. Bortolotto & Company, Inc., for the completion of work in accordance with the plans Prepared by:

Trieu Tran, Civil Engineer II
Submitted by:

City Council/RSA Agenda 51 Tuesday, June 14, 2022
Marilou Ayupan, Public Works Director
ATTACHMENTS:

Description Type
Resolution - Dyer Street Rehabilitation Resolution
Exhibit A - Certificate of Completion Exhibit
Exhibit B- Notice of Completion Exhibit
City Council/RSA Agenda 52 Tuesday, June 14, 2022
RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UNION CITY

ACCEPTING COMPLETION OF WORK FOR THE DYER STREET
REHABILITATION PROJECT, CITY PROJECT NO. 18-20
WHEREAS, on August 10, 2021, the City Council of Union City adopted Resolution No 5816-21 authorizing the award of the construction contract to G. Bortolotto & Company, Inc in the amount of $890,140 for the Dyer Street Rehabilitation Project, City Project No. 18-20; and
WHEREAS, G. Bortolotto & Company, Inc., of San Carlos, California, has successfully completed the improvements for Dyer Street Rehabilitation Project, Federal Project No. STPL-5354(042), City Project No. 18-20, per plans and specifications; and WHEREAS, the work has been completed to the satisfaction of the Public Works Director (Exhibit A); and
WHEREAS, the project rehabilitated the roadway on Dyer Street between Deborah Drive and Alvarado Boulevard. Additional work included upgrades to pedestrian sidewalks, curb & gutter repairs, and adding multi-modal elements to expand the bicycle network and improve bus operations; and
WHEREAS, said project construction phase is budgeted in the current Caltrans Finance Letter through a combination of funding from One Bay Area Grant Fund 2 funds, in the amount of $872,000, and the local matching funds for this project from ACTIA Streets & Roads Fund (Fund 2542), in the amount of $130,000.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Union City does hereby accept the completion of work for the final construction contract amount of $910,810.95; and
BE IT FURTHER RESOLVED that the City Council of the City of Union City does hereby also accept the estimated additional amount of $42,999.89 for both City staff time and other costs for such activities as inspection, project administration/management, materials testing, and other project-related costs, for a final total project cost of $953,810.84; and
BE IT FURTHER RESOLVED that the City Clerk of the City of Union City be directed to record the Notice of Completion with the Office of the County Recorder of Alameda County, California (Exhibit B); and
BE IT FURTHER RESOLVED that the City Council of the City of Union City does hereby authorize the City to make a final retention payment in the amount of $45,540.55 to G. Bortolotto & Company, Inc., for the completion of work in accordance City Council/RSA Agenda 53 Tuesday, June 14, 2022
with the plans and specifications on file at the Office of the Public Works Director for City Project No. 18-20.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Union City on the 14th day of June 2022 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:
_______________________________

CAROL DUTRA-VERNACI
Mayor
ATTEST: APPROVED AS TO FORM:
_______________________________ _______________________________ ANNA M. BROWN KRISTOPHER J. KOKOTAYLO
City Clerk City Attorney
2667869.1
City Council/RSA Agenda 54 Tuesday, June 14, 2022

EXHIBIT A

CERTIFICATE OF COMPLETION
(Sec. 4005 Government Code)
TITLE: DYER STREET REHABILITATION PROJECT;
CITY PROJECT NO. 18-20
I, MARILOU AYUPAN, Public Works Director of the City of Union City, County of Alameda, State of California, do hereby certify as follows:
a. That this project, sidewalk and curb and gutter repair of various streets in Union City; and b. That contract agreement was approved by the City Council for the amount of $1,015,000; and
c. That the adopted and approved plans and specifications have been changed in the following respects:

CCO # CONTRACT CHANGE DESCRIPTION AMOUNT
Original Contract $ 890,140
Increase in Quantities $ 0
Decrease in Quantities $ 14,583.55
1 Sidewalk, Curb & Gutter $ 15,030
2 Signing & Striping $ 20,224.50
Total Construction Contract Cost to City $ 910,810.95
d. That the work performed has been done in accordance with such plans and specifications. e. That G. Bortolotto & Company, Inc. performed the work, at a total cost of $910,810.95 including the above noted contract change description.
f. That the Final retention amount of $45,540.55 will be released after 35 days of the project’s acceptance.

Dated: May 20 2022. ___________________________________ MARILOU AYUPAN, P.E.

PUBLIC WORKS DIRECTOR
DocuSign Envelope ID: 349AC02D-9AF1-4138-9A3B-151243464C61 City Council/RSA Agenda 55 Tuesday, June 14, 2022
[Rev. 02/23/09]
(THIS SPACE FOR RECORDER’S USE ONLY)

NOTICE OF COMPLETION

AND NOTICE OF ACCEPTANCE
General Contract or Assessment Proceedings
TITLE: DYER STREET REHABILITATION PROJECT;
PROJECT NO. 18-20
NOTICE IS HEREBY GIVEN that I, MARILOU AYUPAN, as Public Works Director of the City of Union City, County of Alameda, California, on the 20th day of May, 2022, did file with the Department of Public Works of said City, the Certificate of Completion of the following described work, the contract for which was heretofore awarded to G. Bortolotto & Company, Inc. 582 Bragato Road, San Carlos, CA 94070 and entered into on October 10, 2021 , in accordance with the specifications for said work filed with said Department of Public Works and adopted by the Public Works Director of said City.

That said work and improvements, located on Dyer Street between Deborah Drive and Alvarado Boulevard, Union City
were actually accepted by the Public Works Director of the City of Union City on the 20 th day of May ,
2022, and that the name of the surety on the Contractor's bond for labor and materials on said contract is Everest Reinsurance Company of Delaware.

That the following work has been completed: pavement rehabilitation with complete streets elements incorporation of buffered bike lanes.

Dated: , 2022. ___________________________________

MARILOU AYUPAN

PUBLIC WORKS DIRECTOR
THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION (GOVT. CODE 27361.6 )

PLEASE COMPLETE THIS INFORMAITON
RECORDING REQUESTED BY:

The City of Union City
And is Exempt from Fee
Per Government Code
Sections 6103 and 27383
WHEN RECORDER MAIL TO:

The City Engineer
The City of Union City
34009 Alvarado Niles Road
Union City, CA 94587
DocuSign Envelope ID: 349AC02D-9AF1-4138-9A3B-151243464C61 6/3/2022
City Council/RSA Agenda 56 Tuesday, June 14, 2022
(additional recording fee applies)
STATE OF CALIFORNIA ﴿
﴿
COUNTY OF ALAMEDA ﴿
MARILOU AYUPAN, being first duly sworn, deposes and says:

That she is the duly appointed Public Works Director of the City of Union City, California; that she has read the foregoing Notice of Completion and Notice of Acceptance and knows the contents thereof, and that the same is true of her own knowledge except as to the matters therein stated on her own information and belief, and as to those matters that she believes it to be true.

MARILOU AYUPAN, P.E.

PUBLIC WORKS DIRECTOR
Subscribed and sworn to before me
This day of , 2022
CITY CLERK in and for the City of Union City,
County of Alameda, State of California
DocuSign Envelope ID: 349AC02D-9AF1-4138-9A3B-151243464C61 City Council/RSA Agenda 57 Tuesday, June 14, 2022
Agenda Item
DATE: 6/14/2022
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: MARILOU AYUPAN, PUBLIC WORKS DIRECTOR
SUBJECT: ADOPT A RESOLUTION APPROVING A LIST OF PROJECTS FOR FISCAL YEAR 2022-2023 FUNDED BY SB 1: THE ROAD REPAIR AND
ACCOUNTABILITYACT OF 2017
Staff recommends that City Council adopt a Resolution approving a List of Projects for Fiscal Year 2022-2023 funded by SB 1: The Road Repair and Accountability Act of 2017.

STRATEGIC PLAN ALIGNMENT
This agenda item is in alignment with the following:

Goal D, Strategy 2: Environmental Sustainability and Infrastructure – Implement the City’s Capital Improvement Plan.

BACKGROUND
On April 28, 2017, the Governor signed Senate Bill (SB) 1 (Beall, Chapter 5, Statutes of 2017), which is known as the Road Repair and Accountability Act of 2017. In order to address basic road maintenance, rehabilitation and critical safety needs on both the state highway and local streets and roads systems, SB 1 increased per gallon fuel excise taxes; increased diesel fuel sales taxes and increased vehicle registration fees; and also provides adjustments to tax rates in future years.

As of November 1, 2017, the State Controller began depositing various portions of these funds into the Road Maintenance and Repair Account (RMRA). A percentage of these are to be apportioned by formula to eligible cities and counties pursuant to Streets and Highway Code (SHC) Section 2032(h) intended for basic road maintenance, rehabilitation, and critical safety projects on the local streets and roads system.

SB 1 is projected to generate about $1,658,973 in FY 2022-2023 for the City’s share of the Local Streets and Roads (LSR) Program which will be deposited into Union City’s SB 1 RMRA Account (Fund 2515) for the maintenance of the City’s local street and transportation systems.

City Council/RSA Agenda 58 Tuesday, June 14, 2022
The California Transportation Commission (CTC) has set a deadline of July 1, 2022 for the recipients of SB 1 grants to submit a City Council-approved list of projects nominated for funding in FY 2022-2023. Per Streets and Highways Code Section 2034, cities must adopt their project lists by resolution and may not use adopted budgets to apply for SB 1 funding.

Adopted project lists shallcomply with the goals of the SB 1 legislation in maintaining state and local transportation systems. SB 1 is planned to invest $5.4 billion annually over the next decade to fix California’s transportation system and will address a backlog of repairs and upgrades, while ensuring a cleaner and more sustainable travel network for the future.

DISCUSSION
SB 1 funding and will enable the City to continue essential road maintenance and rehabilitation projects, safety improvements, repairing and replacing aging bridges, and increasing access and mobility options for the traveling public that would not have otherwise been possible without SB 1.

SB 1 will also help the City maintain and rehabilitate major arterial roads throughout the City, maintain sidewalks, streetlights and traffic signals in a safe condition, upgrade traffic signals, streetlights and street signs and implement active transportation infrastructure throughout the City.

The List of Projects proposed to be funded by SB 1 revenues, which are projected to be $1,658,973 for Fiscal Year 2022-2023 are noted below.

The following list of newly proposed projects will be funded, in-part, with Fiscal Year 2022-2023 Road Maintenance and Rehabilitation Account (RMRA) revenues:

Project Title: Street Sweeper Replacement Project # 22-23 Project Description: Replacement of existing 12-year old sweeper with modern single engine sweeper that reduces the City’s current carbon foot print. The existing sweeper needs to be replaced because of higher maintenance cost and reliability issues, including challenges in finding replacement parts and passing Opacity inspections.

Project Location: Citywide
Estimated Project Schedule: Start (10/22) -Completion (11/23) based on manufacturer schedule.

Estimated Project Useful Life: 10 years
Project Title: LED Streetlight Upgrade, City Project No. 22-16 Project Description: Convert existing streetlights to LED Project Location: Citywide
Estimated Project Schedule: Start: October 2022, Completion: December 2023; based on component being funded with RMRA funds
Estimated Project Useful Life: 20 years
Project Title: BART Pedestrian At-Grade Crossing, City Project No. 14-14 Project Description: Construct a new pedestrian at-grade (Oakland Sub) crossing to make a new east entrance to Union City BART. Also, improve Decoto Road at-grade crossing and close I Street at-grade (Oakland Sub). Improve other distance at-grade crossings (Coast Sub/Oakland Sub/Niles Sub)
Project Location:east of Union City BART Station
Estimated Project Schedule: Start: October 2022, Completion: December 2023; based on component being funded with RMRA funds
Estimated Project Useful Life: 20 years
City Council/RSA Agenda 59 Tuesday, June 14, 2022
Project Title: Quarry Lakes Parkway, City Project No. 18-04 Project Description: Construct a new four-lane multimodalcorridor, parallel to Decoto Road, from Old Alameda Creek to Mission Blvd with landscape median, buffer bike lanes and separated Class I bikeway/trail. Creates a new access roadway into Union City BART Station and 100-acre TOD site/Station District area. New intersections at Alvarado-Niles Road, 11
th Street and 7th Street, realign Quarry Lakes Drive closer to Old Alameda Creek.

Project Location: Southern city limits
Estimated Project Schedule: Start:August 2022, Completion: December 2023; based on component being funded with RMRA funds
Estimated Project Useful Life: 15 years
The following previously adopted project may utilize FiscalYear 2022-2023 Road Maintenance and Rehabilitation Account revenues in its delivery. With the relisting of this project in the adopted fiscal year resolution, the City is reaffirming to the public and the State our intent to fund this project with Road Maintenance and Rehabilitation Account revenues:

Project Title: Union City Boulevard Bike Lanes Project, City Project No. 17-29 (includes pavement rehabilitation)
Project Description: The project proposes to widen Union City Blvd. (UCB) to accommodate a buffer Class II/Class IV in each direction and rehabilitate/overlay the existing pavement before implementing the new bikeway system. Other improvements include traffic signals, streetlights, signage/striping and landscaped medians. When completed, the UCB will serve as Union City’s segment of the San Francisco Bay Trail
Project Location: UCB between Smith Street and southern City limits (approximately 2 miles) Estimated Project Schedule: Start: March 2023, Completion: December 2024; based on component being funded with RMRA funds
Estimate Project Useful Life: 10 Years
The List of Projects will also include funding from a combination of Measure B, BB, VRF, Allied Waste fees, State Gas Tax and Alameda CTC funding grants. SB 1 funds provide additional revenues and capacity to fund other local street and road projects. These projects willcomply with the goals of the SB 1 legislation in maintaining state and local transportation systems.

FISCAL IMPACT
SB 1 is projected to generate approximately $1,658,973 for FY 2022-2023 from the LSR Program which will be deposited into the Union City RMRA Account (Fund 2515) to fund the rehabilitation of local streets and roads.

RECOMMENDATION
Staff recommends that City Council adopt a Resolution approving a List of Projects for Fiscal Year 2022-2023 funded by SB 1: The Road Repair and Accountability Act of 2017.

Prepared by:

Trieu Tran, Civil Engineer II
City Council/RSA Agenda 60 Tuesday, June 14, 2022
Submitted by:

Marilou Ayupan, Public Works Director
ATTACHMENTS:

Description Type
Attachment A - Local Streets and Roads Projected Revenues FY21/22, FY22/23
Attachment
Resolution - SB1 Resolution
City Council/RSA Agenda 61 Tuesday, June 14, 2022
Local Streets and Roads - Projected Revenue
s
2021-22 2022-23
Estimated January 2022 Hwy Users Ta
x Road Mntnc TOTAL Hwy Users Ta
x Road Mntnc TOTAL
Account Rehab Acct Account Rehab Acct
ALAMEDA COUNTYALAMEDA 1,675,310 2,092,992 3,768,301 2,332,651 1,843,723 4,176,374ALBANY 383,989 485,704 869,693 540,636 422,590 963,226BERKELEY 2,418,412 3,018,406 5,436,818 3,364,368 2,661,527 6,025,896DUBLIN 1,339,995 1,676,539 3,016,535 1,868,231 1,474,701 3,342,931EMERYVILLE 260,688 331,567 592,255 368,860 286,894 655,753FREMONT 4,851,675 6,040,456 10,892,131 6,734,506 5,339,399 12,073,905HAYWARD 3,274,418 4,081,543 7,355,961 4,549,961 3,603,585 8,153,546LIVERMORE 1,889,311 2,358,776 4,248,087 2,629,049 2,079,238 4,708,287NEWARK 1,011,992 1,267,668 2,279,660 1,412,437 1,113,724 2,526,162OAKLAND 9,020,583 11,218,132 20,238,715 12,508,560 9,927,394 22,435,955PIEDMON T 233,968 298,383 532,351 331,853 257,488 589,341
PLEASANTON 1,623,259 2,028,346 3,651,605 2,260,560 1,786,440 4,047,000SAN LEANDRO 1,807,973 2,257,756 4,065,730 2,516,394 1,989,723 4,506,117UNION CIT Y 1,507,435 1,884,495 3,391,930 2,100,140 1,658,973 3,759,112 Count
y of Alameda 20,479,305 28,664,712 49,144,017 31,925,640 22,538,026 54,463,666 Total Cities & Count
y: Alameda 51,778,314 67,705,476 119,483,790 67,705,476 51,778,314 119,483,790 ALPINE COUNTYCount
y of Al
pine 398,462 613,580 1,012,042 642,478 438,518 1,080,996 AMADOR COUNTYAMADOR 3,832 10,758 14,590 11,325 4,217 15,542 IONE 164,002 219,005 383,006 243,255 180,488 423,743JACKSON 96,334 130,448 226,782 144,693 106,018 250,711PLYMOUTH 20,816 32,734 53,550 35,812 22,909 58,721 SUTTER CREEK 51,802 72,828 124,630 80,487 57,009 137,497 Count
y of Amador 1,980,446 2,231,681 4,212,127 2,486,699 2,179,534 4,666,233 Total Cities & Count
y: Amador 2,317,231 2,697,454 5,014,685 2,697,454 2,317,231 5,014,685 BUTTE COUNTYBIGGS 35,770 50,075 85,845 55,178 39,366 94,544 CHICO 2,309,236 2,873,052 5,182,288 3,202,492 2,541,377 5,743,869GRIDLE Y 136,371 175,593 311,964 195,048 150,080 345,128
OROVILLE 369,987 466,751 836,738 519,534 407,181 926,715PARADISE 543,040 715,363 1,258,403 792,834 597,630 1,390,465Count y of Butte 6,700,952 7,387,534 14,088,486 8,249,147 7,374,578 15,623,725 Total Cities & Count
y: Butte 10,095,358 11,668,367 21,763,725 11,668,367 10,095,358 21,763,725 January 2022 CaliforniaCityFinance.com Page 1 of 21
City Council/RSA Agenda 62 Tuesday, June 14, 2022
RESOLUTION NO._______
RESOLUTION ADOPTING A LIST OF PROJECTS FOR FISCAL YEAR 2022-2023 FUNDED BY SB 1: THE ROAD REPAIR AND ACCOUNTABILITY ACT OF 2017 WHEREAS, Senate Bill 1 (SB 1), the Road Repair and Accountability Act of 2017 (Chapter 5, Statutes of 2017), was passed by the Legislature and signed into law by the Governor in April 2017, to address the significant multi-modal transportation funding shortfalls statewide; and WHEREAS, SB 1 includes accountability and transparency provisions that will ensure the residents of our City are aware of the projects proposed for funding in our community and which projects have been completed each fiscal year; and
WHEREAS, the City must adopt by resolution a list of project(s) proposed to receive fiscal year funding from the Road Maintenance and Rehabilitation Account (RMRA), created by SB 1, which must include a description and the location of each proposed project, a proposed schedule for the project’s completion, and the estimated useful life of the improvement; and WHEREAS, the City, will receive an estimated $1,658,973 in RMRA funding in Fiscal Year 2022-2023 from SB 1; and
WHEREAS, this is the fourth year in which the City is receiving SB 1 funding and will enable the City to continue essential road maintenance and rehabilitation projects, safety improvements, repairing and replacing aging bridges, and increasing access and mobility options for the traveling public that would not have otherwise been possible without SB 1; and WHEREAS, the City has undergone a public process to ensure public input into our community’s transportation priorities/the project list; and WHEREAS, the City used a Pavement Management System to develop the SB 1 project list to ensure revenues are being used on the most high-priority and cost-effective projects that also meet the community’s priorities for transportation investment; and WHEREAS, the funding from SB 1 will help the City maintain and rehabilitate major arterial roads throughout the City, maintain sidewalks, streetlights and traffic signals in a safe condition, upgrade traffic signals, streetlights and street signs and implement active transportation infrastructure throughout the City; and
WHEREAS, the 2020 California Statewide Local Streets and Roads Needs Assessment found that the City’s streets and roads are in a “good” condition and this revenue will help us increase the overall quality of our road system and over the next decade will bring our streets and roads into “excellent” condition; and
WHEREAS, the SB 1 project list and overall investment in our local streets and roads infrastructure with a focus on basic maintenance and safety, investing in complete streets City Council/RSA Agenda 63 Tuesday, June 14, 2022
infrastructure, and using cutting-edge technology, materials and practices, will have significant positive co-benefits statewide.

NOW, THEREFORE, IT IS HEREBY RESOLVED, ORDERED AND FOUND by the City Council of the City of Union City, State of California, as follows:

1. The foregoing recitals are true and correct.

2. The following list of newly proposed projects will be funded, in-part, with Fiscal Year 2022- 2023 Road Maintenance and Rehabilitation Account (RMRA) revenues:

Project Title: Street Sweeper Replacement Project # 22-23 Project Description: Replacement existing 12-year old sweeper with modern single engine sweeper that reduces the City’s current carbon foot print. The existing sweeper needs to be replaced because of higher maintenance cost and reliability issues, including challenges in finding replacement parts and passing Opacity inspections.

Project Location: Citywide
Estimated Project Schedule: Start (10/22) -Completion (11/23) based on manufacturer schedule.

Estimated Project Useful Life: 10 years
Project Title: Citywide Streetlight LED Conversion Project, City Project No. 22-16 Project Description: This proposes to convert existing High-Pressure Sodium (HPS) streetlight to energy-efficient LED streetlight with the city limits. There are approximately 4,000 streetlights throughout the city and this project will also evaluate the required illumination level of these existing streetlights.

Project Location: Citywide
Estimated Project Schedule: Start (10/22) -Completion (12/23) based on component being funded with RMRA funds
Estimated Project Useful Life: 20 years
Project Title: BART Pedestrian At-Grade Crossing, City Project No. 14-14 Project Description: Construct a new pedestrian at-grade (Oakland Sub) crossing to make a new east entrance to Union City BART. Also, improve Decoto Road at-grade crossing and close I Street at-grade (Oakland Sub). Improve other distance at-grade crossings (Coast Sub/Oakland Sub/Niles Sub)
Project Location: east of Union City BART Station
Estimated Project Schedule: Start (10/22) -Completion (12/23) based on component being funded with RMRA funds
Estimated Project Useful Life: 20 years
Project Title: Quarry Lakes Parkway, City Project No. 18-04 Project Description: Construct a new four-lane multimodal corridor, parallel to Decoto Road from Old Alameda Creek to Mission Blvd with landscape median, buffer bike lanes and separated Class I bikeway/trail. Creates a new access roadway into Union City BART City Council/RSA Agenda 64 Tuesday, June 14, 2022
Station and 100-acre TOD site/Station District area. New intersections at Alvarado-Niles Road, 11th Street and 7th Street, realign Quarry Lakes Drive closer to Old Alameda Creek.

Project Location: Southern city limits
Estimated Project Schedule: Start (08/22) -Completion (12/23) based on component being funded with RMRA funds
Estimated Project Useful Life: 15 years

3. The following previously and adopted project may utilize Fiscal Year 2022-2023 Road Maintenance and Rehabilitation Account revenues in its delivery. With the relisting of this project in the adopted fiscal year resolution, the City is reaffirming to the public and the State our intent to fund this project with Road Maintenance and Rehabilitation Account revenues:

Project Title: Union City Boulevard Bike Lanes Project, City Project No. 17-29 (includes pavement rehabilitation)
Project Description: The project proposes to widen Union City Blvd. (UCB) to accommodate a buffer Class II/Class IV in each direction and rehabilitate/overlay the existing pavement before implementing the new bikeway system. Other improvements include traffic signals, streetlights, signage/striping and landscaped medians. When completed, the UCB will serve as Union City’s segment of the San Francisco Bay Trail Project Location: UCB between Smith Street and southern City limits (approximately two miles)
Estimated Project Schedule: Start 03/23 and Completion by 12/24 based on component being funded with RMRA funds
Estimate Project Useful Life: 10 Years
City Council/RSA Agenda 65 Tuesday, June 14, 2022
PASSED, APPROVED AND ADOPTED by the City Council of the City of Union City, State of California, this 14th day of June, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:
_______________________________

CAROL DUTRA-VERNACI
Mayor
ATTEST: APPROVED AS TO FORM:
_______________________________ _______________________________ ANNA M. BROWN KRISTOPHER J. KOKOTAYLO
City Clerk City Attorney
2667869.1
City Council/RSA Agenda 66 Tuesday, June 14, 2022
Agenda Item
DATE: 6/14/2022
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: MARILOU AYUPAN, PUBLIC WORKS DIRECTOR
SUBJECT: ADOPT A RESOLUTION APPROVING AN AWARD OF A CONTRACT

AMOUNT AND CONTINGENCY, AND AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT IN THE AMOUNT OF $940,000 WITH JV LUCAS PAVING, INC., FOR THE 2021-2022 CITYWIDE STREET PAVEMENT REHABILITATION PROJECT, CITY PROJECT NO. 22-01
Staff recommends that the City Counciladopt a resolution authorizing the City Manager to execute a contract with JV Lucas Paving, Inc., of Martinez, California, in the amount of $940,000 for the 2021-22 Citywide Street Pavement Rehabilitation Project, City Project No. 22-01, and authorizing the expenditure of a construction budget, with contingencies, in the amount of $1,081,000.

STRATEGIC PLAN ALIGNMENT
This agenda item is in alignment with the following:

Goal D, Strategy 2: Environmental Sustainability and Infrastructure – Implement the City’s capital improvement plan.

BACKGROUND
As part of Union City’s pavement rehabilitation program, the 2021-2022 Citywide Street Pavement Rehabilitation Project will improve over 234,971 square feet of roadway area throughout the City (Attachment A). In addition to providing two inches of new asphalt concrete for street surfaces, the contractor will also restripe high-visibility crosswalks and lane lines, install new ADA wheelchair ramps, repair damaged curbs & gutters, and adjust utility covers to grade.

The City's program to continuously repair damaged roadway is one of the reasons why the Metropolitan Transportation Commission (MTC) ranked Union City with one of the highest Pavement Condition Index (PCI) ratings among cities in the Bay Area. A higher PCI ratings also mean that the City may receive more external funding for future street improvements. Based on the MTC Pavement Condition of Bay Area Jurisdictions report for 2022, the City’s overall PCI is 78, which is categorized as a good condition with minor deterioration.

City Council/RSA Agenda 67 Tuesday, June 14, 2022

DISCUSSION
Plans and specifications for the Citywide Street Pavement Rehabilitation project were prepared and advertised for bids on April 8, 2022. In this scope, three streets have been identified for rehabilitation: Tamarack Drive, Ahern Avenue, and Bettencourt Way. Nine (9) bids were received and opened on May 10, 2022 (Exhibit B). The low base bid was submitted, in the amount of $885,000, by JV Lucas Paving Inc. of Martinez, California. The engineer’s base bid estimate for the project was $955,000.

The low bid is approximately 7% under the engineer’s base bid estimate. Staff believe that the bids received were competitive since the top three bids are within 5% of each other.

JV Lucas Paving Inc. of Martinez, California completed quality pavement projects for various Bay Area cities, including City of Oakland, City of Grass Valley, and City of San Mateo, and received positive feedback from their references. Public Works staff therefore recommends the project be awarded to JV Lucas Paving, Inc.

The estimated project budget for construction is as follows:

Construction Contract Amount
(including Alternative Bids*)
$940,000
Contingency - 10% of Contract $94,000
Construction Engineering (Project
Management, Materials Testing,
Inspection) – 5% of Contract
$47,000
Total Estimated Construction
Cost
$1,081,000
*Alternative bids that include additional work are also included in the project scope for a total amount of $940,000 as noted in Attachment B.

Construction for this project is anticipated to begin in early-mid July 2022 and completed in late August 2022.

FISCAL IMPACT
This total project cost of $1,081,000 will be funded with $1,081,000 of Measure B – ACTIA Streets & Roads fund (Account Number 2542-3103-92201-54111) identified in the approved Five-Year Capital Improvement Program (CIP) for Fiscal Year 2021-2022 to Fiscal Year 2025-2026. There are sufficient funds to award the contract.

RECOMMENDATION
Staff recommend that the City Counciladopt the attached Resolution with the following recommendation:

1. Award a contract to the low bidder, JV Lucas Paving Inc., in the amount of $940,000, for the construction of the 2021-2022 Citywide Street Pavement Rehabilitation Project, City Project No. 22-01; and

2. Authorize the expenditure of a construction budget, with contingencies, in the totalamount of $1,081,000 Prepared by:

City Council/RSA Agenda 68 Tuesday, June 14, 2022
Eddie Yu, Civil Engineer I
Submitted by:

Marilou Ayupan, Public Works Director
ATTACHMENTS:

Description Type
Attachment A - Project Location Map Attachment
Attachment B- Bid Summary Attachment
Resolution Resolution
City Council/RSA Agenda 69 Tuesday, June 14, 2022
2021-22 Citywide Street Pavement Rehabilitation Project, City Project 22-01 Overlay List
Bettencourt Way
Ahern Avenue
Tamarack Drive
City Council/RSA Agenda 70 Tuesday, June 14, 2022

BASE BID
ITEM No. ITEM DESCRIPTION EST. QTY. UNIT UNIT PRICE UNIT PRICE AMOUNT UNIT PRICE AMMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMMOUNT 1 Mobilization 1 LS 100000 12500 $ 12,500.00 38000 $ 38,000.00 35000 $ 35,000.00 47000 $ 47,000.00 25000 $ 25,000.00 2 Traffic Control System 1 LS 50000 47280 $ 47,280.00 42000 $ 42,000.00 30000 $ 30,000.00 65271.97 $ 65,271.97 80000 $ 80,000.003 Grind Asphalt Pavement - Full Width (2") 234971 SF 0.85 0.56 $ 131,583.76 0.35 $ 82,239.85 0.45 $ 105,736.95 0.47 $ 110,436.37 0.57 $ 133,933.474 Pavement Fabric Disposal 234971 SF 0.15 0 $ - 0.05 $ 11,748.55 0.01 $ 2,349.71 0.06 $ 14,098.26 0.05 $ 11,748.555 Base Failure Repair (6" Removal & 6" HMA Replacement) 654 TON 160 152.81 $ 99,937.74 168 $ 109,872.00 187 $ 122,298.00 240 $ 156,960.00 210 $ 137,340.006 2" HMA Overlay 2937 TON 145 129.38 $ 379,989.06 150 $ 440,550.00 124 $ 364,188.00 115 $ 337,755.00 125.75 $ 369,327.757 Remove and Replace Sidewalk 811 SF 30 25.32 $ 20,534.52 15 $ 12,165.00 22 $ 17,842.00 18.45 $ 14,962.95 32.5 $ 26,357.508 Remove and Replace Curb & Gutter 177 LF 100 101.93 $ 18,041.61 75 $ 13,275.00 105 $ 18,585.00 52.7 $ 9,327.90 135 $ 23,895.009 Remove and Replace Driveway 220 SF 35 35.49 $ 7,807.80 18 $ 3,960.00 40 $ 8,800.00 29.7 $ 6,534.00 45 $ 9,900.00 10 Remove and Replace Type A Traffic Signal Loop Detector 8 EA 400 560 $ 4,480.00 900 $ 7,200.00 600 $ 4,800.00 616 $ 4,928.00 600 $ 4,800.0011 Remove and Reinstall Unistrut Sign Post 4 EA 500 275 $ 1,100.00 200 $ 800.00 300 $ 1,200.00 302 $ 1,208.00 300 $ 1,200.0012 Adjust to Grade (Monument) 6 EA 1000 1250 $ 7,500.00 750 $ 4,500.00 800 $ 4,800.00 1375 $ 8,250.00 700 $ 4,200.0013 Adjust to Grade (Storm Drain) 7 EA 1000 1850 $ 12,950.00 100 $ 700.00 1100 $ 7,700.00 2035 $ 14,245.00 1100 $ 7,700.0014 Install Basic Crosswalk 100 LF 7 12 $ 1,200.00 11 $ 1,100.00 15 $ 1,500.00 13.2 $ 1,320.00 13 $ 1,300.0015 Install Ladder Crosswalk 235 LF 6 24 $ 5,640.00 38.5 $ 9,047.50 26 $ 6,110.00 26.4 $ 6,204.00 25 $ 5,875.0016 Thermoplastic Traffic Lane Striping 4087 LF 1 1.5 $ 6,130.50 2.75 $ 11,239.25 1.8 $ 7,356.60 1.65 $ 6,743.55 1.75 $ 7,152.2517 Thermoplastic Pavement Markings 26 EA 75 255 $ 6,630.00 265 $ 6,890.00 300 $ 7,800.00 280.5 $ 7,293.00 265 $ 6,890.0018 Remove and Replace Curb Ramp, Type C 19 EA 5000 5962.53 $ 113,288.07 2500 $ 47,500.00 6000 $ 114,000.00 4565 $ 86,735.00 5800 $ 110,200.0019 Railroad Track Removal 1 LS 40000 5000 $ 5,000.00 40000 $ 40,000.00 60000 $ 60,000.00 32700 $ 32,700.00 12000 $ 12,000.0020 Tree & Stump Removal Next to Railroad Track 1 LS 3500 3000 $ 3,000.00 3000 $ 3,000.00 2500 $ 2,500.00 5500 $ 5,500.00 4000 $ 4,000.00 BA1 Adjust to Grade (Water) 29 EA 1000 1250 $ 36,250.00 250 $ 7,250.00 1000 $ 29,000.00 1375 $ 39,875.00 700 $ 20,300.00BA1 Adjust to Grade (Sewer) 10 EA 1000 1850 $ 18,500.00 800 $ 8,000.00 1500 $ 15,000.00 2035 $ 20,350.00 700 $ 7,000.00 $ 884,593.06 $ 885,787.15 $ 922,566.26 $ 937,473.00 $ 982,819.52 $ 939,343.06 $ 901,037.15 $ 966,566.26 $ 997,698.00 $ 1,010,119.52

UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNT 20000 20,000.00 $ 10500 10,500.00 $ 29800 29,800.00 $ 100000 100,000.00 $ 80000 80,000.00 $ 80000 80,000.00 $ 97600 97,600.00 $ 100000 100,000.00 $

0.3 70,491.30 $ 0.22 51,693.62 $ 0.65 152,731.15 $ 0.35 82,239.85 $

0.05 11,748.55 $ 0.17 39,945.07 $ 0.04 9,398.84 $ 0.01 2,349.71 $ 182 119,028.00 $ 245 160,230.00 $ 200 130,800.00 $ 252 164,808.00 $ 133 390,621.00 $ 130 381,810.00 $ 125 367,125.00 $ 128 375,936.00 $ 32 25,952.00 $ 25 20,275.00 $ 23 18,653.00 $ 28 22,708.00 $ 216 38,232.00 $ 60 10,620.00 $ 115 20,355.00 $ 82 14,514.00 $

42.5 9,350.00 $ 30 6,600.00 $ 28 6,160.00 $ 34 7,480.00 $ 731 5,848.00 $ 560 4,480.00 $ 600 4,800.00 $ 600 4,800.00 $ 265 1,060.00 $ 625 2,500.00 $ 325 1,300.00 $ 300 1,200.00 $ 1325 7,950.00 $ 1500 9,000.00 $ 1300 7,800.00 $ 1300 7,800.00 $ 1975 13,825.00 $ 2500 17,500.00 $ 1900 13,300.00 $ 2000 14,000.00 $ 16 1,600.00 $ 12 1,200.00 $ 13 1,300.00 $ 13 1,300.00 $ 32 7,520.00 $ 24 5,640.00 $ 26 6,110.00 $ 26 6,110.00 $ 2 8,174.00 $ 1.5 6,130.50 $ 1.6 6,539.20 $ 1.5 6,130.50 $ 343 8,918.00 $ 255 6,630.00 $ 275 7,150.00 $ 280 7,280.00 $ 5625 106,875.00 $ 8200 155,800.00 $ 5600 106,400.00 $ 9500 180,500.00 $ 61500 61,500.00 $ 33899.81 33,899.81 $ 65000 65,000.00 $ 20000 20,000.00 $ 4200 4,200.00 $ 4500 4,500.00 $ 2800 2,800.00 $ 3000 3,000.00 $ 1500 43,500.00 $ 1000 29,000.00 $ 1300 37,700.00 $ 1300 37,700.00 $ 2200 22,000.00 $ 2600 26,000.00 $ 1900 19,000.00 $ 2000 20,000.00 $ $ 992,892.85 $ 1,008,954.00 $ 1,055,122.19 $ 1,122,156.06 $ 1,058,392.85 $ 1,063,954.00 $ 1,111,822.19 $ 1,179,856.06 G Bortolotto & Company Inc.

QA Constructors Interstate Grading & Paving Inc. Joseph J. Albanese Inc.

Ronan Construction Inc O'Grady Paving Radius Earthwork Inc.

CITY OF UNION CITY
34009 Alvarado Niles Road
JV Lucas Paving Inc
2021-22 Citywide Pavement Rehabilitation Project
(City Proj. No. 22-01)

BID SCHEDULE
McGuire and Hester
Grand Total (Base+Alt)
Total (Basis of Award)
City Council/RSA Agenda 71 Tuesday, June 14, 2022
RESOLUTION NO. ______-22

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UNION CITY

AUTHORZING THE AWARD OF CONSTRUCTION CONTRACT TO JV LUCAS PAVING INC., IN THE AMOUNT OF $940,000, FOR THE 2021-2022 CITYWIDE STREET PAVEMENT REHABILITATION PROJECT, CITY PROJECT NO. 22-01 WHEREAS, on May 10, 2022, the City received nine (9) bidsfor the 2021-2022 Citywide Street Pavement Rehabilitation Project (Exhibit B – Bid Summary), City Project No. 22-01, with JV Lucas Paving Inc. of Martinez, California, being deemed the lowest responsible bidder with a base bid of $885,000, and a grand total bid in the amount of $940,000; and WHEREAS, a review of the firm’s qualification shows JV Lucas Paving Inc. to be an experienced and appropriately licensed contractor and as such, the Public Works Director recommends that it is in the City’s best interest to award the 2021-2022 Citywide Street Pavement Rehabilitation Project to JV Lucas Paving Inc.; and
WHEREAS, the recommended construction budget, which consist of the construction contract amount, a construction contingency and construction support, is $1,081,000; and WHEREAS, sufficient funds from Measure B– ACTIA Streets & Roads fund (Account Number 2542-3103-92201-54111) were included in the FY 2021-2022 Five-Year Capital Improvement Projects budget for this project.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Union City hereby authorizes a construction budget, with contingencies and construction support, in the total amount of $1,081,000, for the 2021-2022 Citywide Street Pavement Rehabilitation Project, City Project No. 22- 01; and
BE IT FURTHER RESOLVED that the City Council of the City of Union City hereby awards the construction contract for the 2021-2022 Citywide Street Pavement Rehabilitation Project, City Project No. 22-01, to JV Lucas Paving Inc., in the amount of $940,000.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Union City at a regular meeting held on the 14
th day of June 2022, by the following vote:

City Council/RSA Agenda 72 Tuesday, June 14, 2022
Agenda Item
DATE: 6/14/2022
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: MARILOU AYUPAN, PUBLIC WORKS DIRECTOR
SUBJECT: ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER

INTO A CONTRACTUAL SERVICES AGREEMENT WITH SWINERTON
MANAGEMENT & CONSULTING IN THE AMOUNT OF $75,630 FOR THE

CITY-OWNED BUILDINGS REPAIRS AND RENOVATIONS PROJECT, CITY PROJECT NO. 22-21, AND DIRECTING STAFF TO INCLUDE FUNDING FOR THIS AGREEMENT IN THE FY2022-2023 BUDGET AMENDMENTS
Staff recommends that the City Councilauthorize the City Manager to enter into a Contractual Services Agreement with Swinerton Management & Consulting, in the amount of $75,630, for the City-Owned Buildings Repairs and Renovations Project, City Project No. 22-21, and directing staff to include funding for this agreement in the FY 2022-2023 budget amendments.

STRATEGIC PLAN ALIGNMENT
This agenda item is in alignment with the following:

Goal D, Strategy 2: Environmental Sustainability and Infrastructure – Implement the City’s capital improvement plan.

BACKGROUND
On April 12, 2022, the City Council adopted Resolution No. 5922-22a to reinvest unanticipated general fund savings in Fiscal Year 2021-2022 into one-time capital projects, including deferred maintenance at City facilities.

Staff is recommending that four high-priority projects be addressed as soon as possible. The contract for project management services with Swinerton Management & Consulting would allow staff to move forward with these repairs expeditiously.

DISCUSSION
A detailed description of the scope of services is attached as Exhibit A, and includes the following four projects:

City Council/RSA Agenda 73 Tuesday, June 14, 2022

1. Library
a. Roof Replacement
b. Interior repairs to address damage from the leaking roof

2. City HallAtrium Garden
a. Replacement of underlayment/waterproofing
b. Reconstruct or augment subdrain system
c. Soil replacement, irrigation system, and new landscaping

3. Emergency Generator at City Hall/Police, which includes performing tests and providing repairs or retrofit as required for a fail-safe backup power system.

4. Historical Museum
a. Repairs to roof
b. Repairs to interior walls that have been damaged by the leaking roof Swinerton’s services are needed because the Public Works staff do not have the capacity to take on these urgent projects. Swinerton will provide pre-construction project management services that include preparation of bid documents and the procurement of contractors for the repairs to City facilities.

FISCAL IMPACT
Resolution No. 5922-22a authorized staff to direct approximately $2.7 million from unanticipated budget savings in Fiscal Year 2020-2021 towards one-time capital projects, including deferred maintenance on City facilities. Some of those funds will be used for this contract. Therefore, upon City Council direction, staff will be including $75,630 to fund this agreement in the list of FY 2022-2023 budget amendments (Account Number 1110-3199- 92221-54110).

RECOMMENDATION
Staff recommends that the City Councilauthorize the City Manager to enter into a Contractual Services Agreement with Swinerton Management & Consulting, in the amount of $75,630, to assist staff with the preparation of bid documents and the procurement of contractors for the repairs to City facilities as part of the City-Owned Buildings Repairs and Renovations Project, City Project No. 22-21. Staff also is recommending that the City Council direct staff to include funding for this agreement in the FY 2022-2023 budget amendments.

Prepared by:

Jose Gutierrez, Supervising Construction Inspector
Submitted by:

Marilou Ayupan, Public Works Director
ATTACHMENTS:

Description Type
Resolution Resolution
Exhibit A - Scope of Services Exhibit
City Council/RSA Agenda 74 Tuesday, June 14, 2022
RESOLUTION NO. ____________

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UNION CITY

AUTHORIZING THE CITY MANAGER TO ENTER INTO A

CONTRACTUAL SERVICES AGREEMENT WITH SWINERTON MANAGEMENT & CONSULTING, IN THE AMOUNT OF $75,630, FOR

THE CITY-OWNED BUILDINGS REPAIRS AND RENOVATIONS PROJECT, CITY PROJECT NO. 22-21, AND DIRECTING STAFF TO INCLUDE FUNDING FOR THIS AGREEMENT IN THE FISCAL YEAR 2022-2023 BUDGET AMENDMENTS WHEREAS, various City facilities need repair due to deferred maintenance, including:

1. Library
a. Roof Replacement
b. Interior repairs to address damage from the leaking roof

2. City Hall Atrium Garden
a. Replacement of underlayment/waterproofing
b. Reconstruct or augment subdrain system
c. Soil replacement, irrigation system and new landscaping

3. Emergency Generator at City Hall/Police, which includes performing tests and providing repairs or retrofit as required for a fail-safe backup power system

4. Historical Museum
a. Repairs to roof
b. Repairs to interior walls that have been damaged by the leaking roof These are the four highest-priority projects identified by staff; and WHEREAS, staff requested a scope of service (attached as Exhibit A) from Swinerton Management & Consulting, an on-call professional engineering service provider for the City of Union City, to assist staff with the preparation of bid documents and the procurement of contractors for the repairs to City facilities; and
WHEREAS, City Council Resolution No. 5922-22a authorized staff to direct approximately $2.7 million from unanticipated budget savings in Fiscal Year 2020-2021 towards one-time capital projects, including deferred maintenance on City facilities.

NOW, THEREFORE BE IT RESOLVED, that the City Council of the City of Union City does hereby adopt a resolution authorizing the City Manager to enter into a Contract Services Agreement with Swinerton Management & Consulting, in the amount of $75,630, for project management services, and hereby directs staff to include funding for this agreement in the FY 2022-2023 budget amendments (Account Number 1110-3199-92221-54110).

City Council/RSA Agenda 75 Tuesday, June 14, 2022
PASSED, APPROVED, AND ADOPTED by the City Council of the City of Union City at a regular meeting held on the 14th day of June 2022, by the following vote:

City Council/RSA Agenda 76 Tuesday, June 14, 2022
2880 Lakeside Drive
Suite 300
Santa Clara, CA 95054
(408) 567-9755
swinerton.com

May 26, 2022
Marilou Ayupan, P.E.

Public Works Director
City of Union City
34009 Alvarado-Niles Rd.

Union City, CA 94587
Attn: Jose Gutierrez
Via email to: [email protected]
Subject: Swinerton On-Call Professional Services – Project Management Services Dear Marilou and Jose,
Per our discussions and field meeting with Jose Gutierrez, attached is a Task and Cost Proposal for providing Project Management services for 5 projects. As we understand, these are high priority projects which need to be executed as soon as possible. Project Scope of work for each project is as follows:

1.a. Library Roof Replacement:
• SMC to assist with procurement of contractor – formal or informal bid document preparation, job walks. Contractor scope of work includes:
o Remove and re-use existing Terra Cotta tiles from existing roof o Check base and sub-base for soft spots, determine scope of roof work o Install new underlayment, re-install Terra Cotta tiles. o Water test new installation
•

1.b. Library Interior repairs:
• SMC to assist the City engage services of Industrial Hygienist for performing air sampling, mold abatement
• Coordinate a meeting/workshop with stake holders and Hygienist for scope of work • Assist with bid document preparation for abatement remediation and/or disinfection, if needed.
• Assist with bid document preparation for replacing insulation and sheet rock on ceiling, paint new ceiling. City staff to install book shelving, for installation of books on shelving • Obtain clean air certification from Hygienist
Note: Some of the work on this scope shall be performed while the facility is not occupied by tenants.

City Council/RSA Agenda 77 Tuesday, June 14, 2022
2880 Lakeside Drive
Suite 300
Santa Clara, CA 95054
(408) 567-9755
swinerton.com

2. City Hall Atrium Garden Repairs:
• Assist with procurement services of Landscape Architect to prepare plans and specs. • Coordinate a conference/workshop(s) with stake holders and Landscape Architect for design of Atrium Garden including plant selection, irrigation, and maintenance of plant materials.
• Work includes Atrium replacement of underlayment/waterproofing, reconstruct or augment subdrain system, soil replacement and irrigation system. • Architect to develop drawings and specifications for project (PS&E) • SMC will perform constructability review of PS&E
• SMC will Prepare front-ends of Bid package for Atrium Garden Project Note: The majority of the construction work is to be performed during non-business hours;

3. Emergency Generator at City Hall/Police:
• Coordinate and obtain quotations from Cummings Generators service and/or Peterson Diesel representatives to troubleshoot on-going problems with existing 450 KW generator. • Service provider to perform testing and provide repairs or retrofit as required for a fail-safe backup power system.
• SMC electrical subconsultant (Salas O’brien) to provide a capacity and load analysis, to increase the building areas to be serviced by the backup generator, during an emergency.

4. Historical Museum repairs:

SMC will develop Bid Package for complete roof replacement for Historical Museum of approximately 1,800 SF. Assume a TPO roof system.

Assist City with developing Bid package for Museum repairs, including interior repairs such as waterproofing walls, replace stucco, clean, and repaint building walls, replace dry rot areas, may also require services of Architect to be determined later.

To expedite these services, we are proposing our services in two phases. The initial phase is primarily for all of the above “pre-construction” project management services, to be performed under a time and materials basis totaling $75,630, for this initial effort.

Upon your issuance of a task order/purchase order, we will immediately commence our work. We will prepare and submit a cost proposal for the second phase of our services, as we near completion of our phase one work and developed a complete scope of construction work.

City Council/RSA Agenda 78 Tuesday, June 14, 2022
2880 Lakeside Drive
Suite 300
Santa Clara, CA 95054
(408) 567-9755
swinerton.com

If you have any questions regarding this proposal, please do not hesitate to call me at 408-531- 7373 or email me at [email protected].

Sincerely,
Greg Armendariz, PE
Project Executive
Cc: Robert Kagiyama,
Jorge Bermudez,
Jeff Gee
Attachment: Fee Proposal Matrix for Phase 1 Project Management Services.

City Council/RSA Agenda 79 Tuesday, June 14, 2022

SWINERTON MANAGEMENT &

CONSULTING
May 31, 2022 through July 29, 2022
Hours per
Task Rate/Hour
Hours per
Task Rate/Hour
Hours per
Task Rate/Hour
$230 $201 $164 Total Cost
Task Subtotal Per Task Subtotal Per Task Subtotal Per Task Per Task I) Phase 1 Services
All Projects - Field Reviews, as-built plan review 2 $460 6 $1,206 $0 All Projects Draft workscope & workplan for each of
the 5 projects and review with City staff 2 $460 12 $2,412 $0 Library - Prepare Informal Bid documents for
Library Roof Repairs; And prepare workscope and
RFP for Industrial Hygienist; coordination with City
and Library,
4 $920 48 $9,648 $0
City Hall Atrium Garden - Prepare Informal Bid
documents for Atrium garden waterproofing and
subdrain replacement
$0 40 $8,040 $0
City Hall Atrium Garden - Prepare RFP for landscape
architect for soil, irrigation and planting
replacement at Atrium garden and coordination
$0 30 $6,030 $0
City Hall Sewer Piping Repairs - Assist PW
Maintenance with Request for Quotes (RFQ) for
t.v.ing pipe, piping upsizing and repairs
$0 16 $3,216 8 $1,312
Historical Museum - Prepare Informal Bid
documents for roof replacement $0 20 $4,020 8 $1,312
Emergency Backup Generator 4 $920 42 $8,442 8 $1,312
$0 $0
$0
I) SMC Administration 4 $920 0 $0 $920
$0
Subtotal Hours 16 214 24
Subtotal Cost per Consultant Individual $3,680 $43,014 $3,936 Additional Cost - Subconsultant - Salas O'brien (Time & Materials - see attached Rate Schedule ) $25,000 Additional Cost-Document Management System
Additional Cost-Subtotal
GRAND TOTAL $75,630
NOTES AND EXCLUSIONS:
1) Annual rate increase of 3-1/2% adjustment - July 1, 2022.

UNION CITY - Project Management Services (Phase 1)
Labor Cost Proposal for Project Management Services
Greg Armendariz, Project
Executives, SMC Bill Coletto
Jorge Bermudez, Senior
Project Manager, SMC
City Council/RSA Agenda 80 Tuesday, June 14, 2022 page 4 of 5 salasobrien.com | 877.725.2755
T&M CHARGE RATES∗
LABOR CATEGORY RATES 2022
Principal $260
Senior Architect/Sr. Vice President $250
Vice President/Associate Vice President/Director/Associate/ Sr. Project Manager $235
Architect/Professional Engineer/Telecom Engineer/Sr. Structural Engineer $195 Design Engineer/Project Engineer $185
Construction Project Manager $190
Design Manager/Program Manager/Drafting Manager (CADD) $170 Staff Engineer $155
Program Specialist/ Coordinator/Drafter (CAD)/Field Technician $140 Program/Project Assistant $105
Court Testimony/Deposition $535
Senior Consultant $325
Senior Telecommunications Consultant $320
Energy Consultant $215
Instruction/Seminar/Training $220
Moisture Surveys Special Quote
All rates are based on office to project site with a minimum of four hours for any engagement, unless otherwise arranged. Payment terms are net 30 days.

Reimbursable Expenses
Blueprints, reproductions, travel related expenses (airfare, lodging, meals, etc.) and sub-consultants are billed at cost plus 10%.

Mileage expensed @ current IRS Standard Mileage Rate.
∗ Charge rates are subject to change without notice
page 5 of 5
City Council/RSA Agenda 81 Tuesday, June 14, 2022
Agenda Item
DATE: 6/14/2022
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: MARIO VALLEJO, INFORMATION TECHNOLOGY DIRECTOR
SUBJECT: ADOPT A RESOLUTION OF THE CITY COUNCIL OF THE CITYOF

UNION CITYAPPROVING A MASTER LICENSE AGREEMENT FOR

SMALL CELL POLE ATTACHMENT INSTALLATIONS WITH CROWN

CASTLE FIBER LLC AND APPROVING AND AUTHORIZING THE CITY

MANAGER TO ENTER SUBSTANTIVELY SIMILAR AGREEMENTS WITH

OTHER PROVIDERS
Staff recommends the City Counciladopt the attached Resolution authorizing the City Manager to execute the Master License Agreement with Crown Castle Fiber LLC and authorize the City Manager to execute future Master License Agreements under the same substantive terms with other providers.

Smallcellantenna installations allow wireless infrastructure and wireless service providers to attach cellular antennas to existing public infrastructure, such as City-owned streetlights and similar City-owned utility poles.

Staff negotiated a Master License Agreement (MLA) with Crown Castle Fiber LLC to govern the installation of smallcells on City poles in the public rights-of-way.

STRATEGIC PLAN ALIGNMENT
This program supports Goal C. Economic, Community Development and Public Safety: Institute forwardthinking business, land use development, housing, social services, and public safety strategies that promote community growth and innovation.

BACKGROUND
Mobile device usage , such as cell phones, has grown rapidly in recent years, requiring more bandwidth and placing heavy demand on existing network infrastructure. As a result, mobile service providers are beginning to supplement their current 4G networks with smallcellular base stations (“smallcells”) to increase bandwidth and capacity on their networks.

These 4G smallcells, and the evolution to 5G wireless technology, depend on closely spaced antennas for City Council/RSA Agenda 82 Tuesday, June 14, 2022
which streetlights and similar utility poles are ideal for cost effective installations. Wireless infrastructure companies build and maintain this “neutral” smallcell network infrastructure that they in turn can lease through partnership agreements to wireless service providers. Some wireless service providers choose to build, maintain, and operate their own smallcell infrastructure.

DISCUSSION
Under existing federaland state law, local municipalities have retained certain authority to regulate wireless telecommunications facilities in the public right-of-way. This includes the authority to charge providers attachment and application fees, to regulate the aesthetic qualities of the facilities and the appropriateness of the size and location of equipment within each neighborhood and allow for site-by-site analysis of permit applications.

On September 26, 2018, the FCC adopted regulations that preempt certain localauthority over smallcell deployments. The order sets rates municipalities can charge, provides strict “shot clock” limits for processing permit applications, and establishes other restrictions on the ability of municipalities to regulate smallcell deployments.

At the January 8, 2019 City Council meeting, the Councilapproved an MLA with ExteNet Systems.

On August 12, 2020, the Ninth Circuit Court of Appeals issued a decision in City of Portland v. Federal Communications Commission (Case No. 18-72689) that largely upheld the FCC Order, including the safe harbor rate of $270/pole/year. A safe harbor is a legal provision to sidestep or eliminate legal or regulatory liability in certain situations, provided that certain conditions are met. This means that cities are compelled to allow smallcellequipment on their poles at a maximum licensing rate of $270 per pole, per year (with an annual three percent inflationary rate).

On June 8, 2021, City Councilapproved Resolution 5772-21 approving a Small Cell Master License Agreement with GTE Mobilnet of California Limited Partnership (dba Verizon).

Staff has developed a framework that complies with federal law. The MLA with Crown Castle Fiber LLC follows the same MLA framework as approved on June 8, 2021, with GTE Mobilnet but includes some minor changes. The key terms and conditions of the MLA are as follows:

The licensee is required to obtain individual Pole Licenses for every pole where smallcell facilities are proposed;
Individual Pole Licenses require the licensee to obtain all applicable and necessary regulatory approvals, including paying for and obtaining a City-issued Encroachment Permit, prior to becoming effective; New Cingular Wireless must remit a $4,000 Master License Processing Payment to the City to cover the City’s reasonable and actual processing and administrative costs related to the Master License; The term of the Master License is ten years, unless earlier terminated by City or Licensee; The term of each Pole License will be effective the first day of the month after Licensee has received all City-issued Regulatory Approvals with the exception of an Encroachment Permit and a Pole License is fully executed. Each Pole License is coterminous with the Master License; There will be a Pole License Administrative Payment of $1,865 for each Pole License. This includes a $65 non-refundable administrative fee, and a $1,800 deposit. This payment, and any necessary subsequent payments, will cover staff’s costs to review and administer the application process; The annual License Fee per City-owned pole is $278.10 in 2022 as noted in the License Fee Schedule (note: under a “Contingent Event,” such as new legislation that modified, enhances, or somehow changes the FCC Order, the MLA provides that the annual fee will increase to $1,500 per year); License Fees in either case will automatically escalate by three percent each year; and City Council/RSA Agenda 83 Tuesday, June 14, 2022
The MLA imposes installation requirements and requires adherence to the Small Cell design guidelines.

The regulatory landscape, particularly following the Ninth Circuit’s decision, greatly impacts the ability of the City to require additional benefits beyond those which have been agreed to. Staff recommends that the City Counciladopt the resolution authorizing the City Manager to execute the Master License Agreement. The resolution would also authorize the City Manager to execute Master License Agreements under the same substantive terms with other providers.

FISCAL IMPACT
The Agreement provides that processing charges for staff will be assessed based on actualcosts incurred. Additionally, the Agreement provides for an annual license fee of $278.10 per pole (escalating three percent annually), which will result in additional funding to the City.

RECOMMENDATION
Staff recommends the City Counciladopt the resolution authorizing the City Manager to execute the Master License Agreement with Crown Castle Fiber LLC and authorize the City Manager to execute future Master License Agreements under the same substantive terms with other providers.

Prepared by:

Farooq M. Azim, City Engineer
Kristopher J. Kokotaylo, City Attorney
Mario Vallejo, Information Technology Director
Submitted by:

Mario Vallejo, Information Technology Director
ATTACHMENTS:

Description Type
Resolution - Master LicenseAgreement with Crown Castle Fiber LLC
Resolution
EXHIBITA - Small Cell Master LicenseAgreement, Crown Castle Fiber LLC
Exhibit
Union City Small Cell Design Guidelines v1 Exhibit
City Council/RSA Agenda 84 Tuesday, June 14, 2022

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UNION CITY

APPROVING A MASTER LICENSE AGREEMENT FOR SMALL CELL POLE

ATTACHMENT INSTALLATIONS WITH CROWN CASTLE FIBER LLC
WHEREAS, the City of Union City owns street light poles, traffic signal poles, safety poles, and other poles (each, a “City Pole”) within the public right-of-way; and WHEREAS, Crown Castle Fiber LLC, a wireless infrastructure provider, requested permission to deploy new small cell facilities on City Poles that will enhance private wireless service throughout the City; and
WHEREAS, under existing federal and state law, the City can negotiate agreements to regulate private wireless telecommunications facilities in the public right-of-way; and WHEREAS, approving a Master License Agreement for Small Cell Pole Attachment Installations (the “Agreement”) would allow the City to exert its authority over these facilities, including the authority to regulate the aesthetic qualities of the facilities and the appropriateness of the equipment within each neighborhood; and
WHEREAS, the Agreement with Crown Castle Fiber LLC will create uniform terms and conditions applicable to wireless facilities installed on City-owned poles; and WHEREAS, the Agreement would not directly grant any rights to use City Poles, but rather establishes the procedures, terms and conditions under which licensee can obtain Pole Licenses according to the procedures identified in the Agreement; and WHEREAS, the City negotiated the terms of the Agreement; and WHEREAS, the Agreement contains processing and annual license fees, in addition to performance guarantees and penalties for violations; and WHEREAS, the City desires to make the terms of the Agreement available to other eligible providers.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Union City as follows:

1. That the Agreement with Crown Castle Fiber LLC is approved by the City Council.

2. That the City Manager is authorized to execute the Agreement with Crown Castle Fiber LLC, or any other eligible providers, in substantially the same form as attached as Exhibit A; to make any revisions, amendments, corrections and modifications to the Agreement subject to the approval of the City Attorney, as deemed necessary to carry out the intent of this Resolution and which do not materially alter or increase the City’s obligations thereunder; and take all actions necessary to effectuate the intent of this Resolution.

City Council/RSA Agenda 85 Tuesday, June 14, 2022
3752535.1
City Council/RSA Agenda 86 Tuesday, June 14, 2022
Active/51883486.1
Exhibit A to City Council Resolution
[SEAL]

MASTER LICENSE AGREEMENT FOR

SMALL CELL POLE ATTACHMENT INSTALLATION
between

UNION CITY
and

CROWN CASTLE FIBER LLC
For Union City, California
City Council/RSA Agenda 87 Tuesday, June 14, 2022
Active/51883486.1
Effective as of , 20
City Council/RSA Agenda 88 Tuesday, June 14, 2022
Active/51883486.1
TABLE OF CONTENTS [To be updated once MLA becomes final] Page
1 PURPOSE, DEFINITIONS, AND BASIC LICENSE INFORMATION 2

1.1 Purpose 2

1.1.1 Master License 2

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

2.2 2.3 Signs and Advertising 6

2.4 Light and Air 7

2.5 As-Is Condition of the License Area 7

2.5.1 As-Is Condition 7

2.5.2 Licensee Due Diligence 7

2.5.3 No City Representations or Warranties 7

2.5.4 Disclosure 7
3 TERM 7

3.1 Term of Master License and Pole Licenses 7

3.1.1 Term 7

3.1.2 Minimum Term 8

3.1.3 Deadline to Apply for Pole Licenses 8
4 LICENSE FEES; ADDITIONAL FEES; AND OTHER CHARGES 8

2.1.1 Issuance of Pole Licenses 5

2.1.2 No Competing Licenses 5

2.1.3 Limitation on Scope 5

2.1.4 Limitation on Nonstandard City Poles 5

2.1.5 Exclusions
No Property Interest in License Area or City Poles
6 6

2.2.1 Limited Interest. 6

2.2.2 Limited Rights 6

2.2.3 No Impediment to Municipal Use 6
City Council/RSA Agenda 89 Tuesday, June 14, 2022
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4.1 Commencement Date 8

4.1.1 Definition 8

4.1.2 Acknowledgment Letter 8

4.1.3 City Demand for Acknowledgment Letter 8

4.1.4 Correct Commencement Date. 8

4.1.5 Countersigned Acknowledgment Letter 9

4.2 License Fees 9

4.2.1 License Fee Schedule 9

4.2.2 Amount of License Fee; Proration 9

4.2.3 Due Dates 9

4.2.4 Discount for Integrated Poles 9

4.3 Adjustments in License Fee 9

4.4 Late Charge 10

4.5 Default Interest 10

4.6 Master License Application Processing Payments 10

4.6.1 Initial Payment 10

4.6.2 Subsequent Payments 10

4.6.3 Early Termination 10

4.6.4 Refunding of Excess Amounts 10

4.7 Pole License Administrative Processing Payments 10

4.7.1 Initial Payment 11

4.7.2 Account 11

4.7.3 Subsequent Payments 11

4.7.4 Early Termination 11

4.7.5 Refunding of Excess Amounts 11

4.8 Additional Fees 11

4.8.1 Defined 11

4.8.2 Exclusions 11

4.9 Manner of Payment 12

4.10 Reasonableness of Liquidated Charges and Fees 12
5 USE RESTRICTIONS 12

5.1 Permitted Use 12

5.1.1 12

5.1.2 12

5.2 Prohibition on “Macro Cell” Uses 12
City Council/RSA Agenda 90 Tuesday, June 14, 2022
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5.3 No Illegal Uses or Nuisances 13
6 POLE LICENSE APPROVALS 13

6.1 City Approval Required 13

6.1.1 City Rights Superior 13

6.1.2 Changes in Application 13

6.1.3 Consultation with Community Development 14

6.2 Regulatory Approval Required. 13

6.3 Initial and Annual Master Plans Required 14

6.4 Design Guidelines 14

6.5 Pole License Application 15

6.6 Pole License Application Review Process 15

6.7 Administrative Payments 15

6.8 Pole License Approval 16

6.9 Right to Disapprove 16

6.10 Federal and State Regulations Inapplicable 16
7 INSTALLATION OF EQUIPMENT 16

7.1 Approved Plans and Specifications 16

7.1.1 Strict Compliance Required 16

7.1.2 Identification and Other Signage 17

7.1.3 Required Changes 17

7.1.4 Corrections 17

7.2 Installation 17

7.3 Notice Required Prior to Installation 17

7.4 Cost of Labor and Materials 18

7.5 No Alteration of City’s Existing Equipment or Infrastructure 18

7.6 Standard of Work 18

7.7 Licensee’s Contractors 18

7.8 Project Manager 18

7.9 Coordination of Work 18

7.10 Fiber-Optic Cables, Conduits, and Pull Boxes 19
8 ALTERATIONS 19

8.1 Licensee’s Alterations 19

8.2 Title to Improvements and Removal of Licensee’s Equipment 19 9 CITY WORK ON POLES OR LICENSE AREA 20

9.1 Repairs, Maintenance, and Alterations 20
City Council/RSA Agenda 91 Tuesday, June 14, 2022
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9.2 Notice to Licensee 20

9.3 Licensee’s On-Call Representative 20

9.4 Emergencies 20
10 LICENSEE’S MAINTENANCE AND REPAIR OBLIGATIONS. 21

10.1 Damage to City Property 21

10.2 Alterations to City Property 21

10.3 No Right to Repair City Property 21

10.4 Notice of Damage to City Property 21

10.5 Licensee’s Equipment 21

10.5.1 Maintenance and Repair 21

10.5.2 City Approval 21

10.5.3 Graffiti 22

10.6 Inspections 22
11 LIENS 22
12 UTILITIES; TAXES AND ASSESSMENTS 22

12.1 Utilities 22

12.2 Taxes and Assessments 23

12.2.1 Possessory Interest Taxes 23

12.2.2 Licensee’s Obligation if Assessed 23

12.2.3 Taxes on Equipment 23

12.2.4 Use of City Electricity 23
13 COMPLIANCE WITH LAWS 23

13.1 Current and Future Laws 23

13.2 Personnel Safety Training 24

13.2.1 CPUC Certification 24

13.2.2 Licensee’s Indemnity 24

13.2.3 City’s Indemnity 24

13.3 Compliance with CPUC General Order 95 24

13.4 Compliance with Electric Codes 24

13.5 City’s Exercise of its Proprietary Interests 25

13.6 Regulatory Approvals. 25

13.7 Radiofrequency Radiation and Electromagnetic Fields 25

13.8 Compliance with City’s Risk Management Requirements 25 14 DAMAGE OR DESTRUCTION 26

14.1 City’s Election 26
City Council/RSA Agenda 92 Tuesday, June 14, 2022
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14.1.1 Election to Repair or Replace Damage 26

14.1.2 Election to Remove Damaged City Pole 26

14.1.3 Election to Remove Equipment from Damaged License Area 26

14.1.4 Licensee’s Rights after Termination 26

14.2 No Statutory Rights for Damaged City Pole 26
15 EMINENT DOMAIN 26

15.1 Eminent Domain 26

15.1.1 Termination 27

15.1.2 Award 27

15.1.3 No Statutory Right to Terminate 27

15.2 Temporary Takings 27
16 ASSIGNMENT 27

16.1 Restriction on Assignment 27

16.2 Notice of Proposed Assignment 27

16.3 City Response 27

16.3.1 Timing 27

16.3.2 Effect of Default 28

16.4 Effect of Assignment 28

16.5 Assumption by Transferee 28

16.6 Permitted Assignment 28

16.6.1 Defined 28

16.6.2 Conditions 29

16.7 Licensee’s Third Party Carrier Customers 29
17 DEFAULT 29

17.1 Events of Default by Licensee 29

17.1.1 Nonpayment of Fees 29

17.1.2 Lapsed Regulatory Approvals 29

17.1.3 Prohibited Assignment 29

17.1.4 Interference with City 29

17.1.5 Failure to Maintain Insurance 28

17.1.6 Failure to Cure 29

17.1.7 Other Terms 29

17.1.8 Abandonment 30

17.1.9 Insolvency 30

17.2 City’s Remedies 30
City Council/RSA Agenda 93 Tuesday, June 14, 2022
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17.2.1 Continuation of License 30

17.2.2 Termination of Pole License 30

17.2.3 Termination of Master License 30

17.2.4 Default Fees 30

17.3 Licensee’s Remedy for City Defaults 31

17.4 Cumulative Rights and Remedies 31
18 LICENSEE’S INDEMNITY 31

18.1 Scope of licensee’s Indemnity 31

18.2 Indemnification Obligations 31
19 INSURANCE 32

19.1 Licensee’s Insurance 32

19.1.1 Coverage Amounts 32

19.1.2 Required Endorsements 32

19.1.3 Notice of Cancellation 32

19.1.4 Claims-Made Policies 32

19.1.5 General Aggregate Limit 33

19.1.6 Certificates 33

19.1.7 Insurance Does Not Limit Indemnity 33

19.1.8 Right to Terminate 33

19.1.9 Ratings 33

19.1.10 Effective Dates 33

19.1.11 Self-Insurance Alternative 33

19.1.12 Excessive / Umbrella Insurance 33

19.2 Insurance of Licensee’s Property 33

19.3 City’s Insurance 34

19.4 Waiver of Subrogation 34

19.5 Contractors’ Insurance, and City Business Licenses 34

19.6 Submittal of Proof of Insurance Coverage 34
20 LIMITATION OF CITY’S LIABILITY 34

20.1 General Limitation on City’s Liability 34

20.2 Consequential Damages 34

20.3 No Relocation Assistance 35

20.4 Non-Liability of City Officials, Employees, and Agents. 35

20.5 Scope of Waivers 35
21 CITY ACCESS TO LICENSE AREA 35
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21.1 City’s Right of Access 35

21.2 Emergency Access 35

21.3 No Liability for Emergency Access 36
22 REQUIRED RECORDS 36

22.1 Records of Account 36

22.2 Estoppel Certificates 36

22.3 Regulatory and Bankruptcy Records 36

22.3.1 Copies for City Records 36

22.3.2 Production of Documents 37
23 RULES AND REGULATIONS 37
24 SECURITY DEPOSIT 37

24.1 Application of Security Deposit 37

24.2 Further Deposits 38
25 SURRENDER OF LICENSE AREA 38

25.1 Surrender 38

25.1.1 Obligations Upon Surrender 38

25.1.2 Equipment Abandoned After Termination 38

25.2 Holding Over 38

25.2.1 With Consent. 38

25.2.2 Without Consent 38
26 HAZARDOUS MATERIALS 38

26.1 Hazardous Materials in License Area 38

26.2 Licensee’s Environmental Indemnity 39
27 SPECIAL PROVISIONS 39

27.1 Early Termination by Either Party 39

27.2 Licensee’s Termination Rights 40

27.2.1 No-Fault Termination of Master License 40

27.2.2 Pole License Termination 40

27.2.3 Master License Termination 40

27.2.4 Interference Caused by City Work 40

27.3 City’s Termination Rights 40

27.3.1 Absolute Right to Terminate Pole Licenses 40

27.3.2 Removal of Equipment 40

27.3.3 City Pole Removal 41

27.3.4 Replacement, Relocation, or Upgrading of City Poles 41 City Council/RSA Agenda 95 Tuesday, June 14, 2022
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27.3.5 Future Use of Existing City Conduit 41

27.4 Licensee’s Rights after Termination 41

27.5 Special Remedies for Interference with Operations 42

27.5.1 Licensee’s Obligation Not to Cause Interference 42

27.5.2 Impairment Caused by Change in City Use 42

27.5.3 Impairment Caused by City Access 43
28 GENERAL PROVISIONS 43

28.1 Formal Notices 43

28.1.1 Writings Required 43

28.1.2 Manner of Delivery 43

28.1.3 Effective Date of Notices 43

28.2 Living Wage Ordinance 43

28.3 No Implied Waiver 44

28.4 Amendments 44

28.5 Interpretation of Licenses 44

28.5.1 General 44

28.5.2 Multi-party Licensee 44

28.5.3 Captions 44

28.5.4 Time for Performance 44

28.5.5 City Actions 44

28.5.6 Words of Inclusion 44

28.5.7 Laws 45

28.6 Successors and Assigns 45

28.7 Brokers 45

28.8 Severability 45

28.9 Governing Law and Venue 45

28.10 Entire Agreement 45

28.11 Time of Essence 46

28.12 Survival 46

28.13 Recording 46

28.14 Counterparts 46

28.15 Cooperative Drafting 46

28.16 Authority to Approve Agreement 46

28.17 Conflict of Interest 46

28.18 Included Exhibits and Schedules 46
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EXHIBIT A Form of Pole License Agreement
EXHIBIT A-1 Pole Locations/License Area
EXHIBIT A-2 Licensee’s Plans and Specifications
SCHEDULE A-3 Licensee Fee and Default Fee Schedule
EXHIBIT A-4 City Installation Guidelines
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BASIC LICENSE INFORMATION
[To be updated once MLA becomes final]
City: Union City, a municipal corporation
Licensee: Crown Castle Fiber LLC
Term (§ 3.1.1): Ten (10) years, beginning on the Effective Date, with subsequent renewal terms
thereafter at City’s option.

Master License Effective Date (§ 1.3): The date specified in the preamble of this Master License.

Master License Expiration Date (§ 1.3): The day before the 10th anniversary of the Effective Date unless otherwise renewed.

Pole License term and Pole License
Effective Date
(§ 3.1.1):

For each Pole License, the Pole License
Effective Date shall be the first day of the
month after a Pole License is fully executed.

Each Pole License is coterminous with the
Master License.

Pole License application deadline (§ 3.1.3): Licensee may submit Pole License applications at any time during the Term.

Pole License Commencement Date (§ 4.1): For each Pole License, thirty (30) days following the Pole License Effective Date.

Pole License Fee (§ 4.2): Licensee will be obligated to pay City an annual License Fee at a rate based on the
License Fee and Default Fee Schedule on or
before the Commencement Date.

The License Fee and Default Fee Schedule
for each Pole License will be attached to the
Pole License as Exhibit A-3.

Integrated Pole License Fee discount (§

4.2.7):
20% discount to the License Fee rate per City
Pole upgraded to an Integrated Pole over the
remaining term of each applicable Pole
License.

License Fee Adjustment Dates (§ 4.3): License Fee will escalate by three percent (3%) on January 1 of each year of the Term.

Master License Processing Payment (§ 4.6): $4,000, to be delivered with Licensee’s partially executed counterpart of this Master
License. The payment will be used for all of
the City’s reasonable and actual processing
and administrative costs related to the Master
License.

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Pole License Administrative Payments
(§ 4.7.1 - 4.7.3):
$1,865 per Standard City Pole, to be delivered
with Licensee’s application for each Pole
License. This includes a $65 non-refundable
administrative fee, and a $1,800 deposit. This
initial payment, and any necessary
subsequent payments, will be used to cover
the City’s actual and reasonable costs to
review and administer the application process
upon delivery of each Pole License
application. City will negotiate the amount of
the deposit for Nonstandard City Poles upon
receiving any Pole License application
requesting their use. Funds will be deposited
in a customer number account established by
the City’s Finance Department.

Permitted Use (§ 5.1): Installation, operation, maintenance, modification, and addition of, and access to,
Equipment on the License Area specified in
each Pole License and no other location. 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. Licensee shall
install Equipment at its sole cost only at the
Pole Location specified in each Pole License.

Utilities (§ 12.1): Licensee shall be solely responsible for obtaining and maintaining electric service for
the Equipment, including, but not limited to,
making payments to electric utilities and
installation of separate electric meters, if
necessary.

Pre-Construction Emissions Report (§ 13.7): As a condition to issuance of any Pole License, Licensee must provide City a copy of
the Pre-Construction Emissions Report
submitted for Licensee’s Encroachment
Permit.

License Fee and Default Fee Schedule
(§ 17.2.4):

Exhibit A-3 to each Pole License.

Security Deposit (Art. 24): Cash deposit or surety bond in the amount of $50,000, to be delivered within ten (10) days
following Licensee’s receipt of its first fully
executed Pole License issued under this
Master License. Licensee shall provide
additional security in the amount of $25,000
within ten (10) days following receipt of its
tenth (10th) fully executed Pole License.

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With a copy to: Meyers Nave
1999 Harrison Street, 9th Floor
Oakland, CA 94612
Attn: Kristopher J. Kokotaylo, Esq.

Re: Master License - Crown Castle
Fiber LLC
Project manager and day-to-day contact for
City:

TBD
Emergency contact for City (§ 9.4): During Business Hours:

Public Works Department
Telephone No.:

Off-Hours
Police Dispatch
Telephone No.:

Instructions for payments due to City: Checks should be made payable to “ ” and delivered to:

Union City Finance Department
Attn: Finance Director
Re: Master License - Company
Wire transfers should be directed as follows:

Routing Number:

Account Number:

Notice address of Licensee (§ 28.1): Crown Castle Fiber LLC 2000 Corporate Drive
Canonsburg, PA 15317
Attn: Ken Simon, General Counsel
With a copy to:

Cronw Castle Fiber LLC 2000
Corporate Drive
Canonsburg PA 15317
Attn: SCN Contracts
Management
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Project manager for Licensee (§ 7.8): On File with City On-call and emergency contact for Licensee
(§§ 9.3, 9.4):

Network Operations Center (“NOC”)
Small Cell Network Operations Center (NOC)
Telephone: (888) 632-0931]
E-Mail: [email protected]
NOTICE TO LICENSE APPLICANTS: The City’s acceptance of the Pole License Administrative Payment(s) will not obligate the City to enter into any Pole License if the City in its sole discretion determines that disapproval is warranted consistent with the terms of this Master License and applicable Laws. If the City disapproves any Pole License application, it will notify the applicant by a letter specifying the reasons for disapproval. Disapproval will not disqualify the applicant from reapplying. (§ 6.5.) City Council/RSA Agenda 101 Tuesday, June 14, 2022

MASTER LICENSE AGREEMENT FOR

SMALL CELL POLE ATTACHMENT INSTALLATION
This MASTER LICENSE AGREEMENT FOR SMALL CELL POLE ATTACHMENT INSTALLATION (“Master License”), effective as of , 20 , is made by and between the CITY OF UNION CITY, a municipal corporation (the “City”) and CROWN CASTLE FIBER LLC (“Licensee”).

BACKGROUND
A. The City owns and operates approximately 4,252 streetlight poles and other traffic control and safety poles (each, a “City Pole”) in Union City, California, many of which are suitable sites for installing equipment to enhance wireless telecommunications services in Union City. The City purchases electricity to power each streetlight from Pacific Gas & Electric Company (PG&E). Certain streetlights are powered from PG&E’s unmetered electrical grid, while others are attached in series to various electrical meters. The City can provide Licensee information on how individual streets lights are powered upon request.

B. Licensee has requested to use City Poles to install, maintain, access, and operate communications facilities as specified in this Master License.

C. This Master License Agreement is intended to manage the license of existing City Poles for installation of outdoor distributed antenna systems, including small cells or microcells to be installed and operated by wireless telecommunications carriers using licensed and unlicensed spectrum and third-party hosts certificated by the California Public Utilities Commission. The City reserves the right to evaluate usage of unlicensed spectrum (e.g. 5 Ghz) and to assess coexistence with its Public Wi-Fi equipment. Licensee agrees to work with City to ensure such coexistence is achieved. The Master License has been approved by the following City actions, all of which are now final and binding:

1. The City Council concluded that City approval of the Master License and Pole License would not commit the City to authorize use of specific City Poles.

Therefore, the City actions described in Paragraph C.2 did not fall with the definition of a “project” under the California Environmental Quality Act (CEQA) Guidelines section 15378.
2 The City Council adopted Resolution No. authorizing its City Manager or his or her designee to enter into this Master License with and to issue Pole Licenses to wireless telecommunications carriers in a manner consistent with all required approvals on .

D. Licensee has the authority under applicable Laws to install and maintain communications facilities in the public right-of-way to provide wireless telecommunications services.

NOW THEREFORE, IN RECOGNITION OF MUTUAL CONSIDERATION, THE ABOVE PARTIES AGREE TO THE FOLLOWING:

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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, nonpossessory license to use the License Area identified in Pole Licenses issued under this Master License for the Permitted Use which may only be revoked consistent with the terms of this Master License; (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 Pole Licenses are issued under this Master License.

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, any site constraints, and any additional installation, operation, access, 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 which may only be revoked consistent with the terms of this Master License; and (iv) not amend any term or condition of this Master License.

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, as long as Licensee obtains all necessary permits for such installation, including, without limitation, a City-issued Encroachment Permit.

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 28.5 (Interpretation of Licenses). “Additional Fees” is defined in Subsection 4.8.1.
“Adjustment Date” is defined in Section 4.3.
“Administrative Payments” is defined in Section 4.7.
“Affiliate” means (i) any entity in which the Licensee directly or indirectly holds a majority equity or similar interest; or (ii) any entity directly or indirectly under common control with the Licensee; or (iii) any entity which acquires all or substantially all of Licensee's assets in the market defined by the FCC in which a particular City Pole is located by reason of a merger, acquisition or other business reorganization.
“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.

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“Approved Plans” is defined in Subsection 7.1.1.
“Assignee” is defined in Section 16.2.
“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. “Assignment Response Period” is defined in Subsection 16.3.1. “Basic License Information” means the summary attached in chart form immediately preceding the text of this Master License.
“Broker” is defined in Section 28.7.
“Business Day” is defined in Subsection 28.5.4.
“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 18.1.
“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 17.2.4.
“Effective Date” means the effective date of this Master License as specified in the Basic License Information.
“EMFs” is defined in Section 13.7.
“Pre-Construction Emissions Report” is defined in Section 13.7. “Encroachment” is defined in Section 6.2.
“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 or adjacent 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.

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“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.
“Indemnified Parties” 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.
“Integrated Pole” means a new Pole designed to house street lighting and wireless communications equipment intended to provide efficient lighting and wireless communications signals in an integrated, aesthetically coherent structure. An Integrated Pole shall function as street lighting even if communications Equipment is not connected or is removed from the Integrated Pole, and said Integrated Pole shall be aesthetically compatible with streetlights within the immediate vicinity.
“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, authorized assignees, and authorized 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 pole tops, conduits housing the circuits delivering power to the City Poles and streetlight 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.

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“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 16.2. “Permitted Assignment” is defined in Subsection 16.6.1. “Permitted Use” means Licensee’s installation, operation, access to, maintenance, modification, and addition of Equipment for the transmission and reception of wireless, cellular telephone, and data and related communications equipment on License Areas. “Pole” means a streetlight pole or other utility pole in Union City (excluding traffic signal poles), 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 Section 3.1.1. “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-1 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 rights-of-way, physical works of improvements such as buildings, structures, poles, 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, including any applicable permits relating to wireless facilities or encroachments. “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.
“Security Deposit” is defined in Section 24.1.
“Standard City Pole” means a standard steel tapered City streetlight pole installed in the City right-of-way. Standard City Poles conform to then-applicable City standards, as may be amended from time to time. Said standards include Union City Standard Details STD-301, STD-302 and STD-303.
“Subsidiary” means an entity controlled by Licensee.
“Term” is defined in Subsection 3.1.1.
2 SCOPE OF LICENSE

2.1 License Areas.

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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 license to use the License Area specified in the Pole License.

2.1.2 No Competing Licenses. The City will not license to any third party any City Pole that is licensed to Licensee under a 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.

2.1.4 Limitation on Nonstandard City Poles. Licensee acknowledges that: (i) any Pole License application that requests installation of Equipment on a Nonstandard City Pole imposes a greater administrative burden on the City in the Pole License application review and approval process; and (ii) for any other Nonstandard City Pole that is historic or decorative, the City has the absolute right in its sole discretion to deny for any reason an application for a Pole License solely on aesthetic grounds to the extent permitted by state and federal Laws.

2.1.5 Exclusions. Licensee acknowledges that the City will not license any of the following for any purpose: (i) Nonstandard City Poles that are concrete; (ii) electrical wires servicing City Poles; and (iii) a City Pole that the City has already licensed to a third party which cannot, in the sole determination of the City, support collocation of additional equipment or meet City’s Design Guidelines , however all instances of collocation requires agreement from existing third party Licensees. Notwithstanding the preceding sentence, City may approve, in its sole discretion, a Pole License that allows the replacement of a concrete Nonstandard City Pole with a Standard City Pole or Integrated Pole at Licensee’s sole cost and expense, subject to the City’s prior approval of plans, specifications, cost estimates, materials, and acceptance of completed improvements.

2.1.6 Consideration of Alternative Location. For any Pole License application, Licensee, upon request of City, agrees to use good faith efforts to consider at least one (1) alternative location that can accomplish Licensee’s technical requirements for that proposed Pole License.

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 nonpossessory, revocable license to enter onto and use the License Area for the Permitted Use subject to the terms, conditions, and processes contained herein, which means that:

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(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;
(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; (d) neither this Master License nor any Pole License creates a partnership or joint venture between the City and Licensee; and (e) Licensee has no ownership or property right in any Pole whatsoever.

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 pursuant to Section

27.3.4 of this Master License.

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 of Licensee’s Equipment)), 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.

Licensee’s attention is directed to the following:

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. The City agrees to reasonably cooperate with licensee’s due diligence efforts at Licensee’s sole cost and expense. Licensee further represents and warrants that its intended use of the License Area is the Permitted Use City Council/RSA Agenda 108 Tuesday, June 14, 2022
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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 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 Effective Date and ending at midnight on the last day of the term, unless earlier terminated by City or Licensee pursuant to the express terms of this Master License (the “Term”). The City shall have the option to extend the Term for one (1) five (5) year period commencing immediately upon the expiration of the Term (the “First Renewal Term”) with notice to the Licensee prior to the end of the Term.

Following the First Renewal Term, the City shall have the option to renew the Term for one (1) subsequent five (5) year period (the “Second Renewal Term”) with notice to the Licensee prior to the end of the Term. The Term shall include, if exercised, the First Renewal Term and the Second Renewal Term. By way of example, upon the expiration of the Term after fifteen (15) years, if the Second Renewal Term takes effect, the Term along with all rights and obligations of the parties shall include the additional five (5) year period under the Second Renewal Term. Each Pole License will be effective on the first day of the month after the Pole License is fully executed (“Pole License Effective Date”), shall be coterminous with the Term, and terminate upon the Expiration Date or earlier termination of this Master License, which may result in a partial License Year at the end of the Pole License Term.

3.1.2 Minimum Term. The minimum term for the purpose of establishing the License Fee for each Pole License will be one License Year immediately following the Pole License Effective Date under Section 4.1. This minimum term provision will prevail over any rights of abatement or termination afforded to Licensee under this Master License except as otherwise expressly stated herein.

3.1.3 Deadline to Apply for Pole Licenses. Licensee may submit Pole License applications at any time during the Term. All Pole Licenses will end on the Expiration Date, regardless of their effective dates.
4 LICENSE FEES; ADDITIONAL FEES; AND OTHER CHARGES

4.1 Commencement Date.

4.1.1 Definition. Licensee shall pay an annual License Fee under each Pole License beginning on its “Commencement Date,” which will be thirty (30) days following City Council/RSA Agenda 109 Tuesday, June 14, 2022
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the Pole License Effective Date. Each 12-month period (or shorter, for the period immediately preceding the Expiration Date) beginning on the Effective Date of each Pole License is a “License Year” for that Pole License.

4.2 License Fees.

4.2.1 License Fee Schedule. Licensee shall initially pay to the City the License Fee for each License Year in the amount of Two Hundred Seventy Dollars ($270) per year (the “Initial License Fee”). If during the Term of the Master License, federal legislation, a regulation, a rule or other law is passed or adopted, or a court of competent jurisdiction issues a judgement (collectively, the “Contingent Event”), that overturns, vacates, or makes non-controlling, as related to Union City, the Declaratory Ruling issued by the Federal Communications Commission on September 27, 2018 in WT Docket Nos. 17-79 and 17-84 (FCC 18-133, 33 FCC Rcd 9088) ("Wireless Infrastructure Order"), then the Initial License Fee shall be immediately replaced by a revised License Fee equal to the Contingent License Fee listed for the then-current year under Schedule A-3 and consistent with applicable Laws (the “Contingent License Fee”).

The Initial License Fee and the Contingent License Fee shall be specified in the License Fee schedule attached to each Pole License, in the form of Schedule A-3. Any Contingent License Fee shall not be charged retroactively by City to Licensee.

Depending on which is applicable pursuant to the terms of this paragraph, the Initial License Fee or the Contingent License Fee shall be the “License Fee” as referred to in this Master License. Both the Initial License Fee and the Contingent License Fee shall be subject to 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 4.9 (Manner of Payment).

4.2.2 Cost Study. If the Contingent Event does not overturn, vacate, or make non-controlling the Wireless Infrastructure Order, the City may perform a cost or fee study to determine the City’s fees consistent with applicable State and Federal Laws (the “Cost Study”) once during the first ten (10) years of the Term, once during the First Renewal Term, and once during the Second Renewal Term. The new License Fee payable under this Agreement shall be effective and due no sooner than 90 days after the date of City Council approval of the new fees.

4.2.3 Change of Law. If after implementation of the Contingent License Fee or Cost Study, applicable State or Federal Laws are modified so that the then current License Fee is no longer consistent with such applicable State or Federal Laws (“Change of Law”), then the Parties agree to revise the License Fee under Section 4.2.4, below to be consistent with the Change of Law effective as of the date the Change of Law occurred.

4.2.4 Notice of License Fee Change. In the event that such Contingent Event, Cost Study, or Change of Law occurs that modifies the License Fees under this Master License, the Party claiming such License Fee change shall send notice to the other in good faith (i) justifying such License Fee change; (ii) its effective date; and (iii) stating that payments shall be processed accordingly. This notice shall evidence any fee changes pursuant to this Master License without the necessity of an amendment hereto.

In the event of a disagreement regarding License Fee changes pursuant to notices received under this Section 4.2.4, the Parties agree to negotiate in good faith to resolve them with any License Fee determinations being made in compliance with applicable State and Federal Laws.

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4.2.5 Amount of License Fee; Proration. 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 beginning of a Pole License, 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. The adjustment provided in this Section will be effective even if the first License Year was for less than a full calendar year.

4.2.6 Due Dates.
(a) Licensee shall pay the first License Fee on or before the Commencement Date of the Pole License without deduction for any reason. As an illustration, and not a limitation, if the Pole License Effective Date falls on July 1, then the first License Fee due will be prorated 50% (to account for the sixmonth difference between January and July) and will be due 30 days later, on July 31, the Commencement Date.
(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 January 1 and will be late if the City has not received payment by the due date.

4.2.7 Discount for Integrated Poles. If the use of Integrated Poles becomes feasible at any time during the Term, Licensee may request that the City amend any Pole License to authorize Licensee to replace one or more licensed City Poles with Integrated Poles, subject to the City’s prior approval of plans, specifications, cost estimates, materials, and completed improvements in accordance with Section 8.1 (Licensee’s Alterations). The Integrated Pole should be aesthetically consistent with Poles in the immediate vicinity and have a similar lighting fixture as approved by the City. As an incentive for Licensee to upgrade City Poles to Integrated Poles, beginning in the License Year following the License Year in which the City accepts the Integrated Pole and continuing for the remainder of the Term of each affected Pole License, the City will discount by twenty percent (20%) the annual License Fee for each Integrated Pole that the City has accepted.

4.3 Adjustments in License Fee.

On January 1 of each year of the Term of this Master License (each, an “Adjustment Date”), the License Fee will be increased by three percent (3%).

4.4 Intentionally Omitted.

4.5 Intentionally Omitted.

4.6 Master License Processing Payment.

Licensee shall pay to the City a one-time, non-refundable “Master License Processing Payment” in the amount of $4,000 upon delivery of a partially executed counterpart of this Master License to the City. The City will not be obligated to process the Master License or any Pole License application until this Master License Processing Payment is submitted. The payment is intended to reimburse the City for all of the reasonable and actual costs of processing this Master License, including, but not limited to, all time and materials costs of City employees, agents, consultants, and the City Attorney’s office.

4.6.1 Intentionally Omitted.

4.6.2 Intentionally Omitted.

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4.6.3 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 Licensee shall pay all costs reasonably and actually incurred by City prior to such Termination Date from the account.

4.6.4 Refunding of Excess Amounts. Any funds remaining in the account will be refunded to Licensee. No refunds will occur until a 90-day period has passed without processing costs.

4.7 Pole License Administrative Processing Payments.

Licensee shall deposit funds with the City to cover the City’s costs to review and administer the Pole License application process including inspections (the “Administrative Payments”). Such funds shall compensate the City for all of the reasonable and 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.

4.7.1 Initial Payment. Licensee shall pay to City an initial Administrative Payment deposit in the amount of $1,865 which includes a $65 non-refundable administrative fee (subject to increase annually according to the City’s adopted Fee Schedule) 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, including any supplement under subsection (b) (Nonstandard City Poles) below, is paid.
(a) Standard City Poles. The amount of the initial Administrative Payment per Standard City Pole is specified above and in the Basic License Information.
(b) Nonstandard City Poles. If the Pole License application includes Nonstandard City Poles, the City will negotiate the amount of the initial Administrative Payment for each Nonstandard City Pole upon receipt of the application. Pending negotiation, Licensee must submit an initial Administrative Payment for each Nonstandard City Pole at the Standard City Pole rate. Licensee must submit the negotiated supplement to the Administrative Payment within 10 days after the amount is set. Approval of communications Equipment on Non-standard City Poles should not be assumed and will be reviewed on a case-by-case basis only.

4.7.2 Account. The initial Administrative Payment, and any subsequent payments, as provided below, shall be held by City in a customer number account for the reimbursement of City’s reasonable and actual 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.

4.7.3 Subsequent Payments. If there is a reasonable need for additional funds reflecting City’s actual costs to facilitate review and processing of a Pole License application. as requested by City, City shall notify Licensee of an estimate of the additional deposit. Licensee may withdraw any Pole License application requiring an additional deposit within thirty (30) days of City’s notice. If Licensee does not withdraw its Pole License application within such time period, Licensee shall be deemed to have elected to proceed with the Pole License application and submit the additional deposit to the City. City shall have the right to cease processing the pending Pole License City Council/RSA Agenda 112 Tuesday, June 14, 2022
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application for which additional funds are requested pursuant to this subsection until such time as the funds are received.

4.7.4 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 Licensee shall pay all costs reasonably and actually incurred by City prior to such Termination Date from the account.

4.7.5 Refunding of Excess Amounts. Any funds remaining in the account will be refunded to Licensee or, at the request of Licensee, applied to a future Pole License application. No refunds shall occur until a 90-day period has passed without processing costs.

4.8 Additional Fees.

4.8.1 Defined. Sums payable to the City by Licensee for any late charges, default interest, costs related to a request for the City’s consent to an Assignment under Section 16.2 (Notice of Proposed Assignment), and Default Fees under Subsection

17.2.4 (Default Fees) are referred to collectively as “Additional Fees.”

4.8.2 Exclusions. Licensee’s payment of any of the following will not be considered Additional Fees under this Master License: (i) Master License Processing Payment (§ 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; and (iv) License Fees.

4.9 Manner of Payment.

Licensee shall pay Pole 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 “ ” and delivered to the attention of the Finance Director of the City of Union City 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 28.1 (Notices). A check that is dishonored will be deemed unpaid. City agrees to provide the applicable W-9, Electronic Funds Transfer Form, and other documentation which from time to time may be required by Licensee in order for Licensee to make payments under this Master License or any Pole License.

4.10 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
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IMPRACTICABLE TO DETERMINE. BY EXECUTING THIS AGREEMENT, 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.
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 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 which shall all be in accordance with applicable State and Federal Law.

5.1.1 Licensee may use the License Area solely for the installation, operation, maintenance, modification, and addition of Equipment for transmission and reception of wireless communications signals (the “Permitted Use”) in compliance with all applicable Laws and any conditions in any Regulatory Approvals and for no other use whatsoever without the City’s prior written consent, which the City may withhold in its sole and absolute discretion for any or no reason. Licensee may lease, license or otherwise allow its Invitees to use capacity on Licensee’s Equipment; provided, however, that any such third parties shall not be permitted to perform any physical work on any Pole without the City’s prior written consent, which the City may reasonably withhold or condition as the City deems necessary to protect the Pole or public health safety and/or welfare.

5.2 Prohibition on “Macro Cell” Uses.

The City and Licensee intend this Master License and any Pole License to cover only “small cell” and/or distributed antenna system installations, as those terms are commonly understood to mean small, low-power, low-elevation, unobtrusive wireless facilities intended to cover relatively small geographic areas. Licensee expressly acknowledges and agrees that the Permitted Use under this Master License does not include the right to use any Pole as a support structure for a “macro cell” or a traditional wireless tower typically constructed on private property. The City may, in its sole and absolute discretion, approve “macro cell” facilities on its Poles on a case-by-case basis.

5.3 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 its reasonable judgment. Licensee shall take all precautions to eliminate any nuisances or hazards in connection with its use of the License Area.
6 POLE LICENSE APPROVALS

6.1 City Approval Required.

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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 in any way to Licensee’s interest under any Pole License. In determining whether to approve Licensee’s application for any Pole License, including the submitted plans and specifications, the City may consider any matter affecting its municipal obligations. Examples of municipal and concerns include:

6.1.1.1 the resulting total load on the City Pole if the Equipment is installed;

6.1.1.2 the impact of the installation on the City’s streetlight operations, including whether the Equipment would compromise the City’s streetlight circuits serving City Poles;

6.1.1.3 whether the installation complies with electrical codes;

6.1.1.4 whether the Equipment would create a hazardous or unsafe condition;

6.1.1.5 any impacts the Equipment would have in the vicinity of the City Pole, including size, materials, and visual clutter;

6.1.1.6 aesthetic concerns; and municipal plans for the City Pole.

In any instance, the above municipal concerns must be (i) reasonable; (ii) published in advance of a Pole License application; and (iii) comply with applicable State and Federal laws.

6.1.2 Changes in Application. If the City determines for any reason that the Permitted Use at any particular Pole Location would impede its municipal functions, it will provide notice to Licensee of the City’s concerns within thirty (30) days after receipt of a Pole License application. 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, or such longer period as to which the City and Licensee may agree in writing, without affecting the priority of Licensee’s application in relation to other potential licensees.

6.1.3 Consultation with Community Development. In reviewing a Pole License application, the City’s Engineering and Transportation Department may consult with the City’s Community Development Department 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.

6.2 Regulatory Approval Required.

Licensee’s installation of Equipment is also subject to the prior approval of, and Licensee’s compliance with all conditions of any applicable encroachment permit approval as required by the Union City Municipal Code (generally, an “Encroachment” as said term is defined in Union City Municipal Code Chapter 5-1), other applicable City or outside agency requirements, and implementing regulations and orders, if any.

6.3 Initial and Annual Master Plans Required.

At the time of Licensee’s submission of the Master License application, Licensee shall submit to the City a master plan showing the number and approximate location(s) of each City Pole for which Licensee intends to submit a Pole License application (“Master Plan”) during the current calendar year. No later than each December 31st thereafter during the Term of this City Council/RSA Agenda 115 Tuesday, June 14, 2022
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Master License, Licensee shall submit to the City a revised Master Plan showing the number and approximate location(s) of each City Pole for which Licensee intends to submit a Pole License application during the subsequent calendar year. The initial and annual Master Plans shall be based on Licensee’s best information reasonably available at that time with respect to the proposed use of City Poles for the upcoming calendar year. Licensee may submit updated Master Plans at any time. The purpose of the Master Plan is (a) to give the City a sense of the workload required to process Licensee’s Pole License applications for the upcoming year; (b) to allow the City to identify geographic locations in which multiple carriers may be filing Pole License applications; and (c) to allow the City to identify opportunities to negotiate terms for potential shared cost of conduit installation. Licensee’s Master Plans shall be reasonably designed to meet such purposes.

6.4 Design Guidelines
Licensee shall comply with the City’s design guidelines as prepared by the City Manager or designee (“Design Guidelines”), which the City may update and amend from time-totime in accordance with applicable provisions of the Union City Municipal Code. The City shall consult in good faith with Licensee before any update or amendment to the Design Guidelines becomes effective. Nothing in this Section is intended to limit or affect the City’s rights to disapprove any Pole License Application pursuant to Section 6 (Pole License Approvals) or any other provision in this Master License that expressly reserves the City’s right to disapprove any Pole License Application.

6.5 Pole License Application.

Licensee shall submit Pole License applications to the City, which will review, approve, or deny each application in its reasonable discretion but subject to the requirements of any applicable Laws. Each application will consist of:
(a) partially executed duplicate counterparts of a Pole License application in the form attached as Exhibit A;
(b) Exhibit A-1 filled in with 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;
(c) Exhibit A-2, consisting of all plans and specifications required under Subsection

7.1.1 (Strict Compliance Required);
(d) the initial Administrative Payment as specified in Section 4.7 (Pole License Administrative Payments); and
(e) if not previously provided, a copy of the Pre-Construction Emissions Report shall be submitted for the Encroachment Permit. For Pole License applications relating to 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.
(f) typical photo-simulations that accurately depict the appearance of each variation of Equipment installation proposed with the application. A photo-simulation of individual installations is not required; rather a typical photo-simulation for each variant is required so City staff can understand the general character of the Equipment from an aesthetic perspective.

Photographs of similar installations from other communities are acceptable provided they accurately depict the appearance of the Equipment to be installed.

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6.6 Pole License Application Review Process.

The City will review and process Pole License applications within the timeframe allowed by the FCC and 47 U.S.C. § 332(c)(7)(B)(i)(II) and in the chronological order (date and time) in which complete applications are submitted or deemed submitted unless Licensee specifically requests a different prioritization. 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. The City, at its discretion, may solicit feedback from proximate property owners for installations in a residential district or in close proximity to a sensitive neighborhood. Licensee acknowledges that staff and budget considerations may 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) and City Installation Guidelines (Exhibit A-4 to Pole License), each of which will be deemed to be attached to the Pole License upon execution by the City.

6.7 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 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 any of Licensee’s Pole License applications 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.

6.8 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. 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 19.5 (Contractors’ Insurance and City Business License). In the event that Licensee fails to commence construction pursuant to the Pole License within one year from the Pole License Effective Date, the Pole License shall automatically expire unless the City grants a written extension. Licensee shall not be entitled to any refund for any Administrative Payments, which include without limitation the License Fee, paid in connection with a Pole License except as provided in Section 27.1 (Early Termination by Either Party). Nothing in this Section is intended to prohibit or prevent Licensee from submitting a new Pole License Application for the same or substantially the same Poles as those covered under a Pole License that expired pursuant to this Section.

6.9 Right to Disapprove.

Licensee acknowledges that the City reserves the right to disapprove any Pole License Application consistent with applicable State and Federal Laws.

6.10 Federal and State Regulations. To the extent this Master License is inconsistent with requirements, limitations or other restrictions in any applicable Laws, the parties agree that the Laws shall prevail. Equipment installed pursuant to this Master License or any Pole License will not be considered or interpreted as “personal wireless service facilities” as defined in 47 U.S.C. § 332(c)(7)(C)(ii), and any Pole or replacement Pole on which such Equipment is installed will not be considered or interpreted as a “tower” or a “base station” as used in 47 U.S.C. § 1455 or 47 C.F.R. § 1.40001 et seq
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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-2 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). Plans and specifications shall be prepared in strict accordance with codes referenced in Section 13.4 (Compliance with Electrical Code), as stamped/signed by a California-licensed engineer.

Licensee’s plans and specifications and any Equipment installed, if authorized, shall comply with the minimum requirements provided in the Design Guidelines. Licensee is authorized to install Equipment and perform permitted modifications at the License Area covered by the Pole License only in strict compliance with plans and specifications approved by the City and, if applicable, in compliance with Regulatory Approvals (hereinafter referred to as “Approved Plans”).

7.1.2 Identification and Other Signage. Licensee shall place signage on its Equipment at each Pole Location containing (i) Licensee’s emergency phone number; and (ii) a unique pole identification number identifying the location of Licensee’s pole; and (iii) complying with Federal Communications Commission (the “FCC”) signage requirements.

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 or State of California codes. 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 28.1 (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 Engineering and Transportation Department immediately upon discovery of any omissions or errors, and Licensee shall obtain required approvals of any amendments to previously Approved Plans before proceeding with any current or pending equipment installation.

7.2 Installation.

Licensee shall not commence installation of Equipment on the License Area until the Pole License Effective Date for the applicable Pole License and the issuance to Licensee of the Encroachment Permit under Section 6.2 (Regulatory Approval Required). When installing Equipment, Licensee must strictly comply with the Encroachment Permit and Approved Plans as originally approved, or, if applicable, as amended or corrected.

7.3 Notice Required Prior to Installation.

Licensee shall not commence installation of Equipment on the License Area until Licensee has provided at least 24 hours’ prior notice of the installation, by first contacting the City’s City Council/RSA Agenda 118 Tuesday, June 14, 2022
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Inspector, whose contact information is included in the Encroachment Permit and by disclosing the Encroachment Permit number and License Area location.

7.4 Cost of Labor and Materials.

Licensee is responsible for all direct and indirect costs (labor, materials, and overhead) incurred by Licensee 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.

7.5 No Alteration of City’s Existing Equipment or Infrastructure.

Neither Licensee nor its Agents or Invitees shall 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 Engineering Division, except as authorized by the Approved Plans.

7.6 Standard of Work.

Licensee must install and perform all other work on Equipment in strict compliance with Approved Plans and applicable City standards diligently and in a skillful and workmanlike manner. Prior to performing any work that requires excavation, Licensee must notify Underground Service Alert (ph. 800-227-2600 or 811) at least 72-hours in advance so existing buried utilities can be located and marked. 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.

7.7 Licensee’s Contractors
Licensee shall use only qualified and properly trained persons and appropriately licensed contractors for all work performed on or about the License Area in conformance with Section

13.2 (Personnel Safety Training). At least five (5) business days before to any work commences on or about the License Area, Licensee shall provide the City with: (1) a schedule with all activities to be performed in connection with the work; and (2) a list with all the names, contractor’s license numbers, contact information, and business addresses for all contractors who will perform the work.

7.8 Project Manager.

The City and Licensee each has designated the person listed in the Basic License Information as its project manager to coordinate the design and installation of Licensee’s Equipment and to 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 Licenses, and approved Encroachment Permits. 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. 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. The City may contact Licensee’s Project manager City Council/RSA Agenda 119 Tuesday, June 14, 2022
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for purposes of responding to technical questions asked by citizens and beyond the expertise of City staff.

7.9 Coordination of Work.

Licensee shall be responsible for coordination of its installation work to avoid any interference with existing utilities, substructures, facilities, streetlight operations, or routine maintenance. 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 or modifications which otherwise do not require City approval, 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 grant or withhold in its sole discretion. 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.

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, replacement of a City Pole, installation of an Integrated Pole, made by Licensee will become City Property without the requirement of an additional deed AS-IS, WHERE-IS, AND WITH ALL FAULTS. Any replacement City Pole or Integrated Pole will remain on the Pole Location should Licensee vacate or abandon use of the replacement City Pole or Integrated Pole. Licensee shall remove all of its Equipment (which excludes structural improvements to or replacement of any City Pole) from the License Area after 30 days’ prior notice to the City, subject to Article 25 (Surrender of License Area), and Article 27 (Special Provisions). 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 judgment, for its streetlight, utility, or municipal operations; and (b) correct any immediately life-threatening or hazardous condition. Except as specified in Article 27 (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 City Council/RSA Agenda 120 Tuesday, June 14, 2022
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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 72-hour prior notice of City work that requires manipulation of Licensee’s equipment 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. Licensee’s use of the License Area may not impede or delay in any way the City’s authority and ability to make necessary changes, as determined by the City Engineer, to any License Area to maintain its streetlights, 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 and who can be reached at Licensee’s on-call and emergency contact number. The on-call representative, or such party that the representative refers the City’s call to, shall be qualified and experienced in the operation of Licensee’s Equipment and authorized to act on behalf of Licensee in any emergency and in day to day operations of the Equipment. Before the City performs nonemergency 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 72 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 72 hours after attempting to contact Licensee’s on-call representative.

9.4 Emergencies.

The parties agree to notify each other within 72 hours of any emergency situation related to any City Poles at the emergency phone numbers listed in the Basic License Information or 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 necessary in its sole discretion in accordance with Section 21.2 (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, or that the circumstances require the removal 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, 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 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. Failure to act after 60 days’ notice will subject Licensee to the Default provisions in Article 17 (Default).

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Licensee shall reimburse the City for its actual costs of repair or replacement within 20 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, 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 lifethreatening or hazardous conditions unless caused by the negligent or reckless acts or omissions or willful misconduct 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, 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 of internal or external components in the sole determination of the City, does not result in any substantial change to the external appearance, dimensions, or weight of the Equipment in the Approved Plans; (iii) the City in its reasonable judgment concurs with Licensee that the repair, maintenance, replacement, or other installation of Equipment is reasonably consistent with the Approved Plans, taking into consideration availability of the specific Equipment and advancements in technology, or (iv) requires no temporary traffic control within the roadway or closure of a public sidewalk. 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, or erect temporary traffic control for either the roadway or sidewalk in a manner that endangers the public. Any work on Licensee’s Equipment installed on City Poles that is authorized or permitted under this Subsection issubject 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.

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10.6 Intentionally Omitted.
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 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 30 days following receipt of the City’s demand and an invoice of City’s expenses. 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. If granted a choice between a pole-mounted Smart Meter and a pedestal-mounted meter, Licensee must choose a pole-mounted Smart Meter. Pedestalmounted meters will only be allowed if no alternative is available. The electricity purveyor in Union City is Pacific Gas & Electric Company (PG&E).

12.2 Taxes and Assessments.

12.2.1 General Payment Duty of Licensee. Although the City is not subject to any federal, state, or local property or income taxes, City shall invoice and Licensee shall pay any applicable transaction tax (including sales, use, gross receipts, or excise tax) imposed on the Licensee and required to be collected by the City based on any service, rental space, or equipment provided by the City to the Licensee. Licensee shall pay all personal property taxes, fees, assessments, or other taxes and charges imposed by any government entity that are imposed on the Licensee and required to be paid by the Licensee that are directly attributable to the Licensee’s Equipment or Licensee’s use and occupancy of the Leased Premises. Payment shall be made by Licensee within 60 days after presentation of a receipted bill and/or assessment notice which is the basis for such taxes or charges. The City shall pay all ad valorem, personal property, real estate, sales and use taxes, fees, assessments or other taxes or charges that are attributable to the City’s Property or any portion thereof imposed by any government entity.

12.2.2 Licensee’s Right to Appeal Tax Assessments. Licensee shall have the right, at its sole option and at its sole cost and expense, to appeal, challenge or seek modification of any tax assessment or billing for which Licensee is wholly or partly City Council/RSA Agenda 123 Tuesday, June 14, 2022
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responsible for payment. The City shall reasonably cooperate with Licensee at Licensee’s expense in filing, prosecuting and perfecting any appeal or challenge to taxes as set forth in the preceding sentence, including but not limited to, executing any consent, appeal or other similar document. In the event that as a result of any appeal or challenge by Licensee, there is a reduction, credit or repayment received by the City for any taxes previously paid by Licensee, the City agrees to promptly reimburse to Licensee the amount of said reduction, credit or repayment. In the event that Licensee does not have the standing rights to pursue a good faith and reasonable dispute of any taxes under this paragraph, the City will pursue such dispute at Licensee’s sole cost and expense upon written request of Licensee.
13 COMPLIANCE WITH LAWS

13.1 Current and Future 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, 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.

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 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 deenergization rules, ladder and lift restrictions, and sidewalk 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 18 (Indemnification)) 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 City Council/RSA Agenda 124 Tuesday, June 14, 2022
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resulting injury or damage to property or persons, except for injury or damage resulting from Licensee's negligence, recklessness, or willful misconduct. Licensee is not a coemployer 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, recklessness, or willful misconduct. The City agrees to Indemnify Licensee fully against any Claim brought by any employee of the City or any employee of the City’s Agents 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 in or around the License Area, except for injury or damage 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 applicable or 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 any 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 Intentionally Omitted.

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 Emissions 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 Encroachment 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 “PreConstruction Emissions Report”). If not provided earlier, Licensee must submit the PreConstruction Emissions Report to the City with the applicable Pole License application. If the City Council/RSA Agenda 125 Tuesday, June 14, 2022
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Pre-Construction 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.

In the event that a claim is filed against the City, or Licensee, for damages resulting from Licensee’s equipment operation, the City may request a Post-Construction Emissions Report which shall be provided by Licensee within ninety (90) days of Licensee’s receipt of such request.

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 City Election.

The City has no obligation to replace or repair any part of the License Area following damage by any cause. Following damage or destruction of a City Pole or License Area, the City may elect any of the following actions, in the City’s sole and absolute discretion.

14.1.1 Election to Repair or Replace Damage. Within 30 days after the date on which the City discovers damage or destruction of a City Pole licensed to Licensee, the City will give Licensee written notice of the City’s decision whether to repair or replace the damaged City Pole and its good faith estimate of the amount of time the City will need to complete the work. If the City cannot complete the work within 30 days after the date that the City specifies in its notice, or if the City elects not to do the work, then Licensee will have the right to immediately terminate the affected Pole License.

However, if City elects not to perform such work, Licensee may perform such work at its sole cost and expense, subject to City approval of Licensee’s plans and specifications and Licensee’s compliance with City permit requirement, or terminate the Pole License.

If Licensee agrees to perform such work, the affected Pole License will remain in full force and effect.

14.1.2 Election to Remove Damaged City Pole. If the City decides to remove, rather than repair or replace, a damaged City Pole licensed to Licensee, the applicable Pole License will terminate automatically as of the last day of the month the City Pole is removed. Licensee also may request that it transfer any of its Equipment to any available substitute City Pole, at Licensee’s sole cost and expense, which request may be approved or denied by City in its reasonable discretion.

14.1.3 Election to Remove Equipment from Damaged License Area. If the acts of third parties or an act of nature or other force majeure circumstance outside the control of Licensee or its Agents or Invitees destroys or damages any City Pole to such an extent that, in the City’s or Licensee’s reasonable determination, the Equipment on the City Pole cannot be operated, the City or Licensee may decide to terminate the affected Pole License on 30 days’ notice to the other party and Licensee shall remove the Equipment from the damaged City Pole before the termination date specified in the City’s notice.

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14.1.4 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.

14.2 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 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.
15 EMINENT DOMAIN

15.1 Eminent Domain.

If all or any part of the License Area is permanently taken in the exercise of the power of eminent domain or any transfer in lieu thereof, the following will apply:

15.1.1 Termination. As of the date of taking, the affected Pole Licenses will terminate as to the part so taken, and the License Fee under the affected Pole Licenses will be ratably reduced to account for the portion of the License Area taken.

15.1.2 Award. The City will be entitled to any award paid or made in connection with the taking. Licensee will have no Claim against the City for the value of any unexpired Term of any Pole License or otherwise except that Licensee may claim any portion of the award that is specifically allocable to Licensee’s relocation expenses or loss or damage to Licensee’s Equipment.

15.1.3 No Statutory Right to Terminate. The parties understand and agree that this Section is intended to govern fully the rights and obligations of the parties in the event of a permanent taking. Licensee and the City each hereby waives and releases any right to terminate this Master License in whole or in part under sections 1265.120 and 1265.130 of the California Code of Civil Procedure (partial termination of lease and court order terminating lease, respectively) and under any similar Laws to the extent applicable to this Master License.

15.2 Temporary Takings.

A taking that affects any portion of the License Area for less than 90 days will have no effect on the affected Pole License, except that Licensee will be entitled to an abatement in the License Fee to the extent that its use of the License Area is materially impaired. In the event of any such temporary taking, Licensee will receive that portion of any award, if any, that represents compensation for the use or occupancy of the License Area during the Term up to sum of the License Fees and Additional Fees payable by Licensee for the period of the taking, and the City will receive the balance of the award.
16 ASSIGNMENT

16.1 Restriction on Assignment.

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Except as specifically provided in Section 16.6 (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).

16.2 Notice of Proposed Assignment.

Except as specifically provided in Section 16.6 (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 financial information reasonably sufficient to show that the proposed assignee (the “Assignee”) has a demonstrated ability to perform all of the obligations of Licensee under this Master License and any Pole License issued hereunder. 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.

16.3 City Response.

16.3.1 Timing. The City will grant or deny any request for consent to an Assignment within 30 days after the City’s receipt or deemed receipt, if delayed under Section 16.2 (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 180 days following the date the City delivers its consent notice to Licensee to complete the Assignment.

16.3.2 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.

16.4 Effect of Assignment.

No Assignment by Licensee, consent to Assignment by the City, except a Permitted Assignment under Section 16.6 (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.

16.5 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 16.6 (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, City Council/RSA Agenda 128 Tuesday, June 14, 2022
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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 16.6 (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.

16.6 Permitted Assignment.

16.6.1 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.

16.6.2 Conditions. A Permitted Assignment is subject to the following conditions:

16.6.2.1 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.

16.6.2.2 Licensee provides the City with notice within ninety (90) days following the effective date of the Permitted Assignment, stating the contact information for the proposed Assignee and providing financial information establishing that the proposed Assignee meets the capital and fiscal qualifications stated in this Section.

16.6.2.3 Licensee is in good standing under this Master License. 17 DEFAULT

17.1 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:

17.1.1 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 written notice from City to Licensee of such failure.

17.1.2 Lapsed Regulatory Approvals. Licensee fails to maintain all Regulatory Approvals required for the Permitted Use, if the failure continues for 10 days after written notice from City to Licensee of such failure.

17.1.3 Prohibited Assignment. Licensee enters into an Assignment in violation of Article 16 (Assignment).

17.1.4 Interference with City. Licensee interferes with the City’s operations in violation of Section 27.5.1 (Licensee’s Obligation Not to Cause Interference) for a period of 10 days after written notice thereof from City to Licensee.

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17.1.5 Failure to Maintain Insurance. Licensee fails to maintain insurance as required by Article 19 (Insurance).

17.1.6 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 17.2.4 (Default Fees).

17.1.7 Other Terms. Licensee fails to perform or comply with any other obligation or representation made under this Master License, if the failure continues for 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 60 days after the City’s notice.

17.1.8 Abandonment. Licensee removes its Equipment or abandons the License Area for a continuous period of more than 60 days, such that the License Area is no longer being used for the Permitted Use.

17.1.9 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 60 days.

17.2 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.

17.2.1 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.

17.2.2 Termination of Pole License. If a default specific to one or more Pole Licenses is not cured by Licensee within the applicable cure period, specified in Section

17.1 (Events of Default by Licensee), the City may terminate each Pole License in default.

17.2.3 Termination of Master License. If Licensee’s default is of such a serious nature in the City’s sole 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 90 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 90 days after the date of the City’s notice for up to 50 City Poles and an additional 90 days for more than 50 City Poles. If Licensee does not remove its Equipment within the specified period, the City will be entitled but not obligated to remove Licensee’s Equipment from the License Areas.

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17.2.4 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 10 days after delivery of notice to Licensee. In addition, 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 10 days after delivery of the follow-up notice to Licensee. Default Fees will apply to any of the following events:

17.2.4.1 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.

17.2.4.2 Licensee fails to make a repair required by Article 10 (Licensee’s Maintenance and Repair Obligations) on a timely basis.

17.2.4.3 Licensee fails to notify the City, through its project manager, before accessing the License Area or following the plan approval procedures as set forth in Article 7 (Installation of Equipment).

17.2.4.4 Licensee fails to provide evidence of the required bonds and insurance coverage described in Article 19 (Insurance) on a timely basis.

17.3 Licensee’s Remedy for City Defaults.

Licensee’s sole remedy for the City’s breach or threatened breach of this Master License or any Pole License issued under it will be termination of this Master Agreement or any Pole License issued under it and/or an action for damages, subject to Article 20 (Limitation of City’s Liability).

17.4 Cumulative Rights and Remedies.

All rights and remedies under this Master License are cumulative, except as otherwise provided.
18 LICENSEE’S INDEMNITY

18.1 Scope of Licensee’s Indemnity.

Licensee, on behalf of itself and its successors and assigns, shall Indemnify the City “Indemnified Parties”, as defined in Section 1.3 (Definitions), 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 City Council/RSA Agenda 131 Tuesday, June 14, 2022
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or under any of them; (d) 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), or (c), of this Section; or (e) any acts, omissions, or negligence of Licensee, its Agents, or Invitees, in, on, or about the License Area; 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.

18.2 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 related to the performance of the agreement. 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 fallswithin the scope of Section 18.1 (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 Parties and continues at all time until finally resolved.

Licensee’s obligations under this Article will survive the termination of the Master License. 19 INSURANCE

19.1 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.

19.1.1 Coverage Amounts. Licensee shall keep in effect at all timesduring the Term, at Licensee’s cost, insurance in the following amounts and coverages (which may be satisfied by any combination of underlying and excess/umbrella policies of insurance):

19.1.1.1 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.

19.1.1.2 Worker’s Compensation Insurance in
compliance with applicable state law with Employer’s Liability Limits of $1 million each accident/disease/policy limit.

19.1.1.3 Commercial Automobile Liability Insurance
with limits of $2 million combined single limit each accident for bodily injury and property damage, covering all owned and nonowned and hired vehicles.

19.1.2 Additional Requirements. Commercial General Liability and Commercial Automobile Liability Insurance policies shall:

19.1.2.1 include “Union City and its officers, officials, and employees” are included as additional insureds as their interest may appear under this City Council/RSA Agenda 132 Tuesday, June 14, 2022
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Master License; and
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19.1.2.2 be 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.

19.1.3 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 required coverage and 10 days for non-payment of premium. Licensee must take prompt action to reinstate the cancelled coverage, or obtain it from a different insurer meeting the qualifications of Subsection

19.1.9 (Ratings).

19.1.4 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 two (2) years 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.

19.1.5 Intentionally Omitted.

19.1.6 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.

19.1.7 Insurance Does Not Limit Indemnity. Licensee’s compliance with the provisions of this Section in no way relieve or decrease Licensee’s liability under Article 18 (Licensee’s Indemnity) or any other provision of this Master License.

19.1.8 Right to Terminate. The City may elect, in the City’s sole and absolute 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 a notice of termination if Licensee fails to reinstate the lapsed coverage within three business days after the City delivers notice.

19.1.9 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.

19.1.10 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.

19.1.11 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 in consultation with the City’s Risk Manager. The City’s acceptance of an alternative insurance program will not affect an implied waiver or amendment of any other requirement of this Master License. Any City Council/RSA Agenda 134 Tuesday, June 14, 2022
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amendment of these insurance requirements must be in a written amendment to this Master License, executed in the same manner as this Master License.

19.2 Insurance of Licensee’s Property.

City shall have no responsibility for insuring Licensee’s property. Licensee shall be responsible, at its expense, and in its sole discretion, for separately insuring Licensee’s property.

19.3 City’s Insurance.

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.

19.4 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 required by agreement, but the failure to obtain any such endorsement will not affect the waivers in this Section.

19.5 Contractors’ Insurance and City Business License.

Licensee shall require its contractors that install, maintain, repair, replace, or otherwise perform work on the License Area: (a) to obtain and maintain insurance of the same coverage and amounts as required of Licensee or a commercially reasonable amount of insurance as approved by the City, and (b) to have and maintain a valid City Business License.

19.6 Submittal of Proof of Insurance Coverage.

All certificates of insurance and blanket additional insured original endorsements effecting coverage required in this Article 19 must be submitted to the City upon request. 20 LIMITATION OF CITY’S LIABILITY

20.1 General Limitation on City’s Liability.

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 negligence or willful misconduct ofthe City and its Agents), 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.

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20.2 Consequential and Other Damages.

Notwithstanding any provision to the contrary, in no event shall either party be liable to the other in contract, tort, under any statute, warranty, provision of indemnity or otherwise, for any special, indirect, incidental, or consequential, punitive, or exemplary damages suffered by the other party or any customer or third party or any other person for lost profits or other business interruption damages of that party's customers, advertisers, users, clients, licensees, or any other person, firm, or entity, and the parties agree to indemnify and hold each other harmless in such regard.

20.3 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 except as provided in Article 15 (Eminent Domain). 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.

20.4 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.

20.5 Scope of Waivers.

Licensee acknowledges the City’s rights under this Article and waives any Claims arising from the exercise of the City’s rights. In connection with the preceding sentence and the releases and waivers contained in this Master License, including Section 10.3 (No Right to Repair City Property), Section 14.2 (No Statutory Rights for Damaged City Pole), Subsection

15.1.3 (No Statutory Right to Terminate), Section 19.4 (Waiver of Subrogation), Section 20.1 (General Limitation on City’s Liability), Section 20.2 (Consequential Damages), Section 20.3 (No Relocation Assistance), Section 21.3 (No Liability for Emergency Access), Section 24.1 (Application of Security Deposit), 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 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.
21 CITY ACCESS TO LICENSE AREA

21.1 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. The City Council/RSA Agenda 136 Tuesday, June 14, 2022
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City will, however, make good faith efforts to provide notice to Licensee according to Section

9.2 (Notice to Licensee).

21.2 Emergency Access.

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 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.

21.3 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 21.2 (Emergency Access), except damage resulting directly and exclusively from the gross 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.
22 REQUIRED RECORDS

22.1 Records of Account for Active Pole Licenses.

For any active Pole Licenses only, Licensee shall maintain during the Term the following records at a place of business within the State of California or in an electronic format:
(a) identification and location of all City Poles; (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. 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 or other mutually acceptable location during regular business hours on 10 business days’ notice to Licensee.

22.2 Estoppel Certificates.

Licensee, at any time and from time to time on not less than 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 Pole License Effective 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 City Council/RSA Agenda 137 Tuesday, June 14, 2022
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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.

22.3 Regulatory and Bankruptcy Records.

22.3.1 Copies for City Records. Licensee shall provide to the City upon request copies of: (a) any pending applications, communications, or other documents related to any filing by or against Licensee of an action for bankruptcy, receivership, or trusteeship; and (b) all relevant non-privileged petitions, applications, communications, and reports submitted by Licensee to the FCC or any other Regulatory Agency having jurisdiction directly related to any active Pole Licenses on City property.

22.3.2 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.
23 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 same do not materially conflict with any express, material terms and conditions of this Master License. 24 SECURITY DEPOSIT

24.1 Application of Security Deposit.

Licensee must tender to the City for deposit the sum(s) specified as the security deposit in the Basic License Information or surety bond in the same amount (the “Security Deposit”) to secure Licensee’s faithful performance of all terms, covenants, and conditions of this Master License and the requested Pole License. The Security Deposit shall be due at the time(s) specified in the Basic License Information. Any surety bond shall be in a form acceptable to the City Attorney and shall name the City as the obligee to guarantee and assure the faithful performance of Licensee’s obligations under this Master License. Licensee agrees that the City may apply the Security Deposit in whole or in part to remedy any damage to the License Area caused by Licensee, its Agents, or Invitees, or any failure of Licensee, its Agents, or Invitees to perform any other terms, covenants, or conditions contained herein (including the payment of License Fees or other sums due under this Master License or any Pole License either before or after a default, or payments to contractors or material suppliers), without waiving any of the City’s other rights and remedies under this Master License or at law or in equity. Licensee waives any rights it may have under section 1950.7 of the California Civil Code or any similar City Council/RSA Agenda 138 Tuesday, June 14, 2022
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Law and agrees that the City may retain all or any portion of Security Deposit reasonably necessary to compensate the City for any other foreseeable or unforeseeable loss or damage caused by the acts or omissions of Licensee, its Agents, or Invitees. Licensee understands and agrees that the City may apply some or all of the Security Deposit to the payment of future License Fees, Additional Fees, and other amounts payable to the City under this Master License and any Pole License following a Licensee event of default. The City’s obligations with respect to the Security Deposit are solely that of a debtor and not of a trustee. The City is not required to keep the Security Deposit separate from its general funds, and Licensee is not entitled to interest on the Security Deposit. The amount of the Security Deposit in no way limits the liabilities of Licensee under any provision of this Master License or any Pole License.

24.2 Further Deposits.

Should the City use any portion of the Security Deposit to cure any default by Licensee under this Master License, Licensee will be required to replenish the Security Deposit in the amount and by the date that the City specifies by notice to Licensee. 25 SURRENDER OF LICENSE AREA

25.1 Surrender.

25.1.1 Obligations Upon Surrender. No later than 60 days after the Expiration Date or other termination of this Master License or any Pole License, Licensee shall at its sole cost and expense peaceably remove its Equipment from applicable portions of the License Area, repair any damage resulting from the removal, and surrender the poles 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. Licensee’s obligations under this Article will survive the Expiration Date or other termination of this Master License.

25.1.2 Equipment Abandoned After Termination. At its option, the City may deem any items of Licensee’s Equipment that remain in a License Area or other City Property more than 60 days after the Expiration Date of this Master License to be abandoned and in such case the City may dispose of the abandoned Equipment in any lawful manner after expiration of a 60-day period initiated by the City notice to Licensee to remove the Equipment. 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.

25.2 Holding Over.

25.2.1 With Consent. Any holding over after the Expiration Date 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 the License Fee in effect immediately before the Expiration Date, and the Master License otherwise will be on its express terms and conditions.

25.2.2 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. 26 HAZARDOUS MATERIALS
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26.1 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.

26.2 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 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 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.
27 SPECIAL PROVISIONS
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27.1 Early Termination by Either Party.

If Licensee does not obtain all Regulatory Approvals for any Pole License by the first anniversary of its effective date, either party will have the right to terminate that Pole License on 60 days’ notice, which the terminating party must deliver to the other party within 10 business days after the first anniversary of the effective date of 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 such sixty (60) day period, City’s termination notice shall be deemed revoked, and the Pole License shall remain in full force and effect.

27.2 Licensee’s Termination Rights.

27.2.1 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 90 days’ prior notice to the City.

27.2.2 Pole License Termination. Absent the circumstances described in Subsection 27.2.1 (No-Fault Termination of Master License), Licensee may terminate a Pole License on 30 days’ notice at any time following the first anniversary of the Commencement Date of the Pole License. Licensee shall remove its Equipment from the applicable License Area at any time after giving the required notice. Licensee shall not be liable for any License Fee or other fees or charges applicable to the terminated Pole License for any License Year after the date of such termination by Licensee.

27.2.3 Master License Termination. Licensee may terminate this Master License at any time on one year’s notice.

27.2.4 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 10 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) terminate the Pole License on 30 days’ notice; or (iii) both abatement of the License Fee under clause (i) and termination under clause (ii).

27.3 City’s Termination Rights.

27.3.1 Right to Terminate Pole Licenses.

27.3.1.1 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 verified and material public nuisance, interferes with the City’s streetlights, utilities, or other municipal operations, or requires the City to maintain a City Pole that is no longer required for City purposes.

27.3.1.2 If the condition is susceptible to cure, the City will provide notice to Licensee of the City’s determination, the underlying reasons for the City Council/RSA Agenda 141 Tuesday, June 14, 2022
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determination, and provide a 30-day cure period following which the affected Pole Licenses will terminate if Licensee has not effected a cure.

27.3.1.3 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 30 days’ notice to Licensee of the City’s determination.

27.3.1.4 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.

27.3.2 Removal of Equipment. The City in its sole discretion may determine that exigent circumstances require, for reasons of public, health, safety, or needs of the City to provide street lighting, utilities, or other municipal services, that Licensee remove the Equipment from a particular City Pole on 72 hours’ notice. Licensee shall remove the Equipment from the identified City Pole within the 72-hour 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 72-hour period.

27.3.3 City Pole Removal. The City has the right to remove any City Pole that it determines in its sole judgment is unnecessary for its streetlight operations. If the City decides to remove a City Pole, it will make reasonable efforts to provide at least 90 days’ notice to Licensee, but the City’s rights under this Subparagraph will not be affected by its failure to provide less than 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. 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.

27.3.4 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 or License Area that the City determines in its sole judgment is necessary for its municipal operations, including, but not limited to, LED conversion or installation of solar capabilities. 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 90 days’ notice to Licensee, but the City’s rights under this Subparagraph will not be affected by its failure to provide less than 90 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 Engineering and Transportation 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.

27.3.5 Future Use of Existing City Conduit.

27.3.5.1 If City conduit space is part of a License Area, and the City needs to use such City conduit space for future upgrade and expansion of its streetlight system, the City may require Licensee’s wiring to be removed from the City’s conduit.

The City will use reasonable efforts to give Licensee at least 90 days’ notice that the wiring will be removed, but the City’s failure to give notice or delivery of less than 90 days’ notice will not affect the City’s rights under this Subsection. In either case, the City will provide Licensee with a date by which its wiring must be removed.

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27.3.5.2 Unless Licensee notifies the City within the time specified in the City’s notice under Subsection (a) above that Licensee has identified an alternative to using City conduit to enable its Equipment without using the City conduit, the Pole License as to the affected City Pole will terminate automatically as of the last day of the month specified in the notice.

27.4 Licensee’s Rights after Termination.

Promptly after the effective date of any termination of any Pole License under Subsection 27.2.4 (Interference caused by City Work) or Section 27.3 (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.

27.5 Special Remedies for Interference with Operations.

27.5.1 Licensee’s Obligation Not to Cause Interference.

27.5.1.1 Licensee will not operate or maintain its Equipment in a manner that interferes with or impairs other communication (radio, telephone, and other transmission or reception) or computer equipment lawfully and correctly used by any person, including the City or any of its Agents. In the event such interference occurs and is not cured within fifteen (15) days of notice from City, such interference will be an event of default under this Master License by Licensee, 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 from or received in the License Area. A report of the in-field test shall be submitted with each application for a Pole License.

27.5.1.2 If Licensee does not cure the default promptly, 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. Notwithstanding the foregoing, Licensee shall have the right to temporarily power down its Equipment and periodically test its Equipment in an effort to permanently resolve any interference.

The City shall not have the right to terminate any Pole Licenses where Licensee is actively taking steps to cure any interference in this manner.

27.5.2 Impairment Caused by Change in City Use.

27.5.2.1 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 City Council/RSA Agenda 143 Tuesday, June 14, 2022
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it can reasonably and economically mitigate that interference. The City will provide notice to Licensee of the City’s determination within ten (10) days of its receipt of notice from Licensee.

27.5.2.2 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.

27.5.2.3 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 discretion 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.

27.5.2.4 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.

27.5.3 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 21 (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 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. 28 GENERAL PROVISIONS

28.1 Formal Notices.

This Section applies to all formal notices, requests, responses to requests, and demands made under this Master License.

28.1.1 Writings Required. All formal notices will be effective only if given in writing and delivered in accordance with this Section. Nothing in this Section will preclude the use of electronic mail (“e-mail”) for communication of an informal nature, especially with respect to notices according to Sections 9.2 (Notice to Licensee) and Section 9.4 (Emergencies).

28.1.2 Manner of Delivery. Formal 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 City Council/RSA Agenda 144 Tuesday, June 14, 2022
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vacated, abandoned, or surrendered the address set forth in the Basic License Information; (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 10 days’ notice given to the other in accordance with this Section.

28.1.3 Effective Date of Notices. All formal notices under this Master License will be deemed to have been delivered: (i) two (2) days after deposit if delivered by certified mail; (ii) the date delivery is made by personal delivery or overnight delivery; or (iii) 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. Further, notice by facsimile or electronic mail alone shall not be acceptable for notices of demand, breach, default, assignment, or change of notice address.

28.2 Intentionally Omitted.

28.3 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 Agent 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.

28.4 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.

28.5 Interpretation of Licenses.

The following rules of interpretation apply to this Master License:

28.5.1 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.).

28.5.2 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.

28.5.3 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 City Council/RSA Agenda 145 Tuesday, June 14, 2022
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and such captions in no way define or limit the scope or intent of any provision of this Master License.

28.5.4 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.

28.5.5 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.

28.5.6 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.

28.5.7 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.

28.6 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.

28.7 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 that any Broker perfects a claim for a commission or finder’s fee based upon any such contact, dealings, or communication, Licensee shall indemnify the City from all Claims brought by the Broker. This Section will survive expiration or earlier termination of this Master License.

28.8 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 City Council/RSA Agenda 146 Tuesday, June 14, 2022
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unreasonable or inequitable under all the circumstances or would frustrate a fundamental purpose of this Master License.

28.9 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 Union City. Any action concerning this Master License must be brought and heard in the state or federal courts encompassing Union City.

28.10 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.

28.11 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.

28.12 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.

28.13 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 Alameda.

28.14 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.

28.15 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.

28.16 Authority to Approve Agreement.

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Each person signing this Master License and any Pole License on behalf of Licensee warrants and represents that: (i) he or she has the full right, power, and capacity to act on behalf of Licensee and has the authority to bind Licensee to the performance of its obligations under those agreements without the subsequent approval or consent of any other person or entity; (ii) Licensee is a duly authorized and existing entity; (iii) Licensee is qualified to do business in California; and (iv) Licensee has full right and authority to enter into this Master License and Pole Licenses. Upon the City’s request, Licensee shall provide the City with evidence reasonably satisfactory to the City confirming the representations and warranties above.

28.17 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.

28.18 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 – Pole Locations/License Area
Exhibit A-2 – Licensee’s Plans and Specifications
Exhibit A-3 – License Fee and Default Fee Schedule
Exhibit A-4 – City Installation Guidelines
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The City and Licensee have executed this Master License as of the date last written below.

CITY:

Union City, a municipal corporation
By:
[Name]
[Title]
Date:

LICENSEE:

GTE Mobilnet of California Limited Partnership
d/b/a Verizon Wireless
By Cellco Partnership, its General Partner
By:

Date:

Attest:

By:
[Name]
City Clerk
Approved as to Form:

By:
[Name]
City Attorney
[Remainder of page intentionally left blank.]
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Exhibit A - Form of Pole License