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17-047 Mobilitie, LLC, Small Cell License AgreementSMALL CELL LICENSE AGREEMENT BETWEEN THE CITY OF CUPERTINO, CALIFORNIA AND MOBILITIE, LLC, a Nevada Limited Liability Company TABLE OF CONTENTS RECITALS .......... . . ....................... 1 ARTICLE 1 ............. . . ........................................................................................................ 1 City Poles and Improvements ........................................... . ········ 1 ARTICLE 2 ................ . ······································································································ 2 Term ................. . . ................... 2 ARTICLE 3 ................................................................................................................................... 2 Rental ........................................................................................................................................ 2 ARTICLE 4 .................................... . .. 3 Use ............................................................................................................................................ 3 ARTICLE 5 ......... 7 Maintenance, Repairs and Alterations ...................................................................................... 7 ARTICLE 6 ........ . . ........................ 11 Indemnity and Insurance ...... . ·································· 11 ARTICLE 7 ......................................... . . .............................................. 12 Damage, Destruction and Termination ............ . ························································ 12 ARTICLE 8 .............................................................. . 12 Taxes ....................................................... . . ......................................................... 12 ARTICLE 9 ................................................................................................................................. 13 Utilities .................................................................................................................................... 13 ARTICLE 10 ..................................... . . ..................................................... 14 Signs ............................................. . ······················································· 14 ARTICLE 11 ........................................................................... . . ...................................... 14 Assignment and Subletting ............... 14 ARTICLE 12 .... 14 Defaults ; Remedies ........ . . ................... 14 ARTICLE 13 ... . ....................... 16 Termination of License .................................................................. . . ........................ 16 ARTICLE 14 ............................................................................................................................... 17 City's Liability ........... . . .......................................................................... 17 ARTICLE 15 ..... . . ................................................. 17 Interest on Past-Due Obligations ... . ..................................................... 17 ARTICLE 16 ............. . . .... 17 Holding Over .......................................................................................................................... 17 ARTICLE 17 ......................................... . . .................... 17 City's Access .......................................................................................................................... 17 ARTICLE 18 ........................ . ········································ 17 Quiet Possession ..................................................................................................................... 17 ARTICLE 19 ............. . . ............................... 18 Easements ................................................. . ························································· 18 ARTICLE 20 ............................................................................................................................... 18 General Provisions .................................................................................................................. 18 11 SMALL CELL LICENSE AGREEMENT This Small Cell License Agreement ("License" or "Agreement") is made and entered into as of Hay ~' 2017, by and between the City of Cupertino, California, ("City" or "Licensor") and Mobilitie, LLC, a Nevada Limited Liability Company ("Licensee"). Licensor and Licensee may each be referred to as a "Party" and collectively referred to as "Parties." RECITALS The following recitals are a substantive portion of this License: A. City is the owner of light poles, traffic signal poles or other poles (collectively "City Poles" or individually a "City Pole") within the public right-of-way and owns or controls public right-of-way within the City of Cupertino located in Santa Clara County, State of California. B. Licensee is a Nevada Limited Liability Company organized under the laws of the State of Nevada, legally qualified to do business within the State of California whose business includes the installation of small cell cellular antenna sites. C. Licensee requests the use of certain City Poles as designated on the attached Exhibit "1 ", for the installation and operation of small cell cellular antenna and radio sites. D. City is willing to permit Licensee to license the City Poles in accordance with the terms, conditions, and covenants of this License. E. To the extent permitted by law Licensee is subject to City's Wireless Facilities Master Plan and standard guidelines for installation and design of wireless telecommunications facilities. NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS: ARTICLE 1 City Poles and Improvements 1.1 License of City Poles. City hereby licenses to Licensee and Licensee licenses from City for the Term and Option Term(s) (if any), at the rental rate and upon all of the other terms and conditions set forth, the City Poles listed on Exhibit "1 ", attached hereto and incorporated herein. The Parties acknowledge that they may amend Exhibit "l" if City and Licensee agree to additional City Pole sites. 1.2 Improvements. City licenses to Licensee the limited right to use City Poles only to locate a small antenna of the same or substantially similar initial design as previously approved by the City and shown on Exhibit "2", attached hereto and incorporated herein. It is understood and agreed that the final antenna design will be shown in the plans submitted to the City in connection with the City's encroachment permit process. ARTICLE 2 Term 2.1 Term. The term of this License shall be for a period of five (5) years commencing on the Commencement Date and terminating on the fifth anniversary of the Commencement Date, unless earlier terminated ("Term"). 2.2 Commencement Date. The Commencement Date of this License shall be the date this License is approved by the City Council. 2.3 Option to Extend. Provided Licensee is not in default, either at the time of exercise or at the time the extended Term commences, Licensee shall have the option to extend the Term of this Lease for two consecutive periods of five (5) years ( each an "Option Term") on the same terms and conditions provided herein. City shall not unreasonable deny this extension. Licensee shall exercise its option by giving City written notice ("Option Notice") at least sixty (60) days, but not more than one hundred twenty (120) days, prior to the expiration of the Term or then- current Option Term of this License. ARTICLE 3 Rental 3.1 Base Rent. Licensee shall pay to City, as annual rent for the use of the City Poles, in advance during the Term and the Option Term(s), if any, of this License without deduction, offset, prior notice or demand, in lawful money of the United States, the sum of One Thousand Five Hundred Dollars ($1,500.00) ("Base Rent") for each City Pole for which Licensee has received an Encroachment Permit pursuant to Section 5.11 of this License. The Base Rent for each City Pole shall be paid upon issuance of its associated Encroachment Permit (said date of issuance hereinafter the "License Fee Commencement Date") thereof, then annually thereafter on the anniversary of the License Fee Commencement Date. All payments of Base Rent shall be mailed to: City Manager, City of Cupertino, 10300 Torre Avenue, Cupertino, CA 95014-3202. 3.2 Annual Increase. During the Term of this License, including the Option Term(s), the Base Rent for each City Pole shall be increased annually by Three Per Cent (3%), beginning on the January 1, 2018, and effective each January 1 thereafter throughout the Term and Option Term(s), if any. The sum shall be adjusted annually resulting in a compound rate of increase. For example, the Base Rent for 2017 for one pole would be One Thousand Five Hundred Dollars ($1,500.00) per year and the new rate commencing on the January 1, 2018 would be One Thousand Five Hundred Forty Five Dollars ($1,545.00). 3.3 Market Rate Adjustment. At the start of the Option Term, the rental rate shall be adjusted to equal the highest annual rental rate paid by Mobilitie to any city within the County of Santa Clara (excluding San Jose) or to the County itself (the "Adjusted Rental Rate"), provided, however, that the Adjusted Rental Rate shall be based on cash consideration only. This rental rate shall be the base rent for the first year of the five year Option Term. This rental rate shall be subject to the annual rent increase as described in Section 3.2 of this Agreement. Should the rent 2 paid under this Agreement equal or exceed that paid to other jurisdictions at the start of each additional five year term, no rental adjustment at the start of the five year term shall be required 3.4 Transactional Costs. Licensee shall pay to City, as additional rent, any actual, documented, and reasonable transactional costs, which shall include any reasonable attorneys' fees incurred by City because of the negotiation, preparation, execution, and delivery of any future consent of City required by Licensee and the preparation and negotiation of an amendment or extension to this License ("Transactional Costs"). City shall furnish Licensee with an invoice reflecting the Transactional Costs due, and Licensee shall make full payment to City of these costs within thirty (30) days from the date of City's invoice. 3 .5 Late Charge . Licensee acknowledges late payment by Licensee to City of rent will cause City to incur costs not contemplated by this License, the exact amount of such costs being extremely difficult and impracticable to fix . Such costs include, without limitation, processing, accounting and late charges that may be imposed on City. If any installment of rent due from Licensee is not received by City within ten (10) days after the date rent is due, Licensee shall pay to City an additional sum of ten percent (10%) of the overdue rent as a late charge . The Parties agree this late charge represents a fair and reasonable estimate of the costs City will incur because of late payment by Licensee . Acceptance of any late charge shall not constitute a waiver of Licensee's default with respect to the overdue amount, nor prevent City from exercising any of the other rights and remedies available to City. ARTICLE 4 Use 4.1 Permitted Uses. Licensee shall use the City Poles for purposes related to the small cell antenna and associated equipment, wires, cables (including but not limited to fiber), power sources and other appurtenances (collectively "Antenna") only . Licensee shall be solely responsible for all costs associated with the construction, installation, maintenance, and use of the Antenna. 4.2 Access. City grants Licensee reasonable access to the City Poles . Access shall be available to Licensee and Licensee's employees, contractors and invitees, during normal business hours (8:00 a.m. to 5 :00 p .m.), except if an emergency occurs (including loss of service), at which time such access shall be afforded twenty-four (24) hours per day, seven (7) days per week. It is anticipated, after installation of the Antenna is completed, that Licensee shall require access at least once every month for the purpose of ordinary tuning of Licensee's equipment and routine maintenance of the Antenna. As a part of this License, City grants to Licensee reasonable access to the area adjacent to the City Poles ("City Property") for the purposes of installing, repairing, tuning, maintaining, modifying, adjusting, moving, removing, replacing or relocating the Antenna. 4.3 Prohibited Uses . Licensee shall not use City Poles for any purpose not expressly permitted herein. Licensee shall not (a) create, cause, or permit any nuisance or waste in, on or about the City Poles or permit the City Poles to be used for any unlawful purpose, (b) do or permit to be done anything that unreasonably disturbs the City's use of the City Poles or the 3 occupants of neighboring property. Specifically, and without limiting the above, Licensee agrees not to cause any unreasonable odors, noise, vibration, power emissions which exceed the level permitted by the FCC or other item to emanate from the Antenna on the City Poles . No materials or articles of any nature shall be stored outside adjacent to any portion of the City Poles without City's consent. 4.4 Approval by the City and Other Agencies . Licensee, at its sole cost and expense, may install the Antenna on each City Pole, subject to Licensee's obtaining all required permits, licenses, and approvals from the City and any other governmental agencies having jurisdiction. Licensee shall maintain permits, licenses, and approvals in force through the Term and the Option Term(s), if any . The revocation or expiration of any permit, license, or approval is a breach of this License. If Licensee replaces the Antenna, it shall not do so without the prior written approval of City, and all required permits, licenses, and approvals from the City and any other governmental agencies with jurisdiction. If a change in the Antenna is effected, Licensee and City shall amend Exhibit "2" to reflect the change . Notwithstanding any other provision of this License, Antenna replacements or modifications shall not be subject to additional permitting or other prior approval to the extent that such replacement or modification involves only substitution of internal components, and does not result in any change to the external appearance, dimensions or weight of the Antenna. All other changes including an increase or decrease in the size of the Antenna shall require the City Engineer's written approval. Licensee shall be solely responsible for conducting any environmental review required in association with Licensee's use of the City Poles and for all costs associated, as well as all fees, charges or other expenses imposed by the City or other regulatory agencies in connection with Licensee's use of the City Poles at any time during the Term or Option Term(s) of this License . 4.5 Compliance with Laws . Licensee shall not do or permit anything to be done in or on the City Poles, or bring or keep anything in or on the City Poles which will conflict with any law, statute, ordinance, or governmental rule or regulation now in force or which may hereafter be enacted. 4 .6 Condition, Use of City Poles . Licensor makes no warranty or representation concerning the condition of City Poles , or the fitness of City Poles for the use intended by Licensee, and disclaims any personal knowledge . Licensee has personally inspected the City Poles, knows their condition, finds them fit for Licensee 's intended use, accepts them "as is", and has ascertained that they can be used for the limited purposes specified in Section 4 .1. 4 .7 Hazardous Materials . 4. 7 .1 Hazardous Materials on City Poles . Licensee shall not introduce any Hazardous Materials (as defined below) to the City Property, (excluding any Hazardous Materials which are components of commercially available products) unless the Hazardous Materials are transported, obtained, handled, stored, and /or disposed of in accordance with all federal, state, and local laws, ordinances, rules, regulations, or policies. 4.7.2 . Hazardous Materials Defined . The term "Hazardous Material(s)" shall mean any toxic or hazardous substance, material, or waste or any pollutant or contaminant or 4 infectious or radioactive material, including but not limited to, those substances, materials, or wastes regulated now or in the future under any of the following statutes or regulations and any and all of those substances included within the definitions of "hazardous substances," "hazardous waste," "hazardous chemical substance or mixture," "imminently hazardous chemical substance or mixture," " toxic substances," "hazardous air pollutant," "toxic pollutant" or "solid waste" in the (a) "CERCLA" or "Superfund" as amended by SARA, 42 U.S .C. Secs. 9601 et seq., (b) RCRA, 42 U.S .C. Secs. 6901 et seq., (c) CWA, 33 U .S.C. Secs. 1251 et seq ., (d) CAA, 42 U.S.C . Secs . 7401 et seq ., (e) TSCA, 15 U .S.C. Secs. 2601 et seq ., (f) The Refuse Act of 1899, 33 U .S . C. Secs. 407, (g) OSHA, 29 U.S.C. Secs. 651 et seq . (h) Hazardous Materials Transportation Act, 49 U .S.C. Secs. 5101 et seq., (i) USDOT Table (49 CFR Sec. 172.101 App. A and amendments) or the EPA Table (40 CFR Part 302 and amendments), (j) Carpenter- Presley-Tanner Hazardous Substance Account Act, Cal. Health & Safety Code Secs. 25300 et seq ., (k) California Hazardous Waste Control Act, Cal. Health & Safety Code Secs. 25100 et seq., (1) Porter-Cologne Act, Cal. Water Code Secs . 13000 et seq ., (m) Hazardous Waste Disposal Land Use Law, Cal. Health & Safety Code Sec. 25220 et seq., (n) "Proposition 65," Cal. Health and Safety Code Sec. 25249 .5 et seq., (o) Hazardous Substances Underground Storage Tank Law, Cal. Health & Safety Code Sec. 25280 et seq., (p) California Hazardous Substance Act, Cal. Health & Safety Code Secs. 108100 et seq ., (q) Air Resources Law, Cal. Health & Safety Code Secs. 39000 et seq., (r) Hazardous Materials Release Response Plans and Inventory, Cal. Health & Safety Code Secs. 25500 et seq., (s) TPCA, Cal. Health and Safety Code Secs. 25208 et seq ., and (t) regulations promulgated pursuant to said laws or any replacement thereof, or as similar terms are defined in the federal, state and local laws, statutes, regulations, orders or rules. Hazardous Materials shall also mean any and all other substances, materials and wastes which are, or in the future become regulated under applicable local, state or federal law for the protection of health or the environment, or which are classified as hazardous or toxic substances, materials or wastes , pollutants or contaminants, as defined, listed or regulated by any federal, state or local law, regulation or order or by common law decision, including, without limitation, (i) trichloroethylene, tetracholoethylene, perchloroethylene and other chlorinated solvents, (ii) any petroleum products or fractions thereof, (iii) asbestos, (iv) polychlorinated biphenyls, (v) flammable explosives, (vi) urea formaldehyde, and (vii) radioactive materials and waste. 4.7 .3 Hazardous Materials Indemnity. Licensee shall indemnify, defend (by counsel reasonably acceptable to City), protect and hold Licensor harmless from and against any and all claims, liabilities, penalties, forfeitures, losses, and/or expenses, including, without limitation, diminution in value of the City Poles or City Property, damages for the loss or restriction on use of the rentable or usable space or of any amenity of City Poles or, damages arising from any adverse impact or marketing of the City Poles and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorney's fees, consultant and expert fees, judgments, administrative rulings, or orders, fines, costs of death of or injury to any person or damage to any property whatsoever (including, without limitation, groundwater, sewer systems and atmosphere), arising from, or caused or resulting, either prior to or during the License Term, in whole or in part, directly or indirectly, by the presence or discharge in, on, under or about the City Poles by Licensee, Licensee's agents , employees, licensees or invitees or at Licensee's direction, of Hazardous Material, or by Licensee's failure to comply with any Hazardous Materials Law, whether knowingly or by strict liability. Licensee's indemnification 5 obligations shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the City Poles or Project, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the License Term . For purposes of the indemnity, any acts or omissions of Licensee or its employees, agents, customers, assignees, contractors, or subcontractors of Licensee (whether or not they are negligent, intentional, willful, or unlawful) shall be strictly attributable to Licensee. 4.7.4. City's Right to Perform Tests. At any time during the License Term, City shall, with thirty (30) days' notice to Licensee, have the right to enter upon City Poles in order to conduct tests of water and soil and to deliver to Licensee the results of such tests to demonstrate that levels of any Hazardous Materials in excess of permissible levels has occurred as a result of Licensee's use of the City Poles. Licensee shall have the right to be present during such testing. City shall not remove, adjust or otherwise access Licensee's facilities without Licensee's consent. Licensee shall be solely responsible for any removal, remediation, clean up, restoration and materials required hereunder to return the City Poles and any other property of whatever nature to their condition existing prior to the appearance of the Hazardous Materials. The testing shall be at Licensee's expense if City's testing confirms the presence of Hazardous Materials in the soil or surface or groundwater in, on, under, or about the City Poles or the project, which has been caused by or resulted from the activities of Licensee, its agents, employees, contractors, or invitees. 4.7.5. Survival. This entire Section 4.7 of this License shall survive termination of the License, as to any activities during the Term or Option Term of this License. 4.7.6 Covenant of Non-Interference. Licensee shall be responsible for inspecting City Poles and finding adequate space at the site without moving or relocating any of City's Poles or equipment, or any other facility, or utility located at the City Property, at the time Licensee's facilities are installed, except where Licensee has obtained consent for such movement or relocation. Licensee's equipment shall not interfere with any other facility or antenna installed on any City Pole as of the date of the Encroachment Permit issuance. In the event that Licensee's equipment does so interfere with other facilities, Licensee shall be required to install, at its own expense, frequency filters or take other reasonable measures to correct the problem. Licensee shall be required to coordinate with other existing utilities located at the property to ensure that Licensee's equipment does not interfere with the frequencies utilized by existing utilities or other parties. 4.7.6 Co-location. Licensee acknowledges that City has the right to license additional positions on City Poles to third parties. All operations by Licensee shall comply in all material respects with all pertinent Federal Communications Commission ("FCC") requirements. If City adds new City Poles or other facilities in the future, Licensee will not electronically or physically interfere with City owned and operated equipment. Licensee shall reasonably cooperate with current and future City licensees. City will not grant a license to any party for use of a City Pole site, if the new use would unreasonably interfere with Licensee's operation of its Antenna. Any future license of a City Pole site which permits installation of antennas, shall be conditioned upon the new installation not interfering with Licensee's 6 Antenna. The Parties acknowledge that there will not be an adequate remedy at law for noncompliance with the non-interference provisions of this paragraph and therefore, Licensee shall have the right to equitable remedies, such as, without limitation, injunctive relief, and specific performance. 4 .7.7 . Electromagnetic Emissions. Licensee's operations on the City Poles shall comply with all applicable federal laws and regulations regarding electromagnetic emissions. Licensee shall conduct all necessary tests after its improvements are constructed on the City Poles to ensure that its facilities comply with those laws and regulations. The tests shall be conducted by a licensed professional engineer, and the results shall be provided to the City. 4 .8 Telecommunications Services . At any time that the Antennas are no longer used to provide telecommunications services under Federal law, and, Licensee has not cured said condition within thirty (30) days of receiving notice thereof from Licensor, the Licensor shall have the option, in its reasonable discretion and upon sixty (60) days written notice to Licensee, to terminate this License or an individual Encroachment Permit and to require the removal of Licensee 's Antennas from City Poles, including the cost of any site remediation, at no cost to the Licensor, without any liability to Licensee related directly or indirectly to such termination . 4 .9 Scope of Agreement. All rights expressly granted to Licensee under this License, which shall be exercised at Licensee's sole cost and expense, shall be subject to the prior and continuing right of the Licensor to use all parts of the public right-of-way exclusively or concurrently with any other person or entity and shall be further subject to all deeds, easements, dedications, conditions, covenants, restrictions, encumbrances, and claims of title of record which may affect the right-of-way as of the date of this License. ARTICLE 5 Maintenance, Repairs and Alterations 5.1 General. Licensee shall keep in good order, condition, and repair City Poles and the Antenna placed on the City Poles. Licensee shall keep the City Poles clean and free of debris . 5.2 Surrender. On the last day of the Term, or of the Option Term(s), Licensee shall surrender City Poles to City in the same condition as when received, clean and free of debris, reasonable wear and tear and casualty not caused by Licensee excepted. Licensee shall also remove all improvements and cables and wires located above ground or below ground that Licensee placed upon City Poles, and repair any damage to City Poles by the installation, maintenance, or removal of Licensee 's improvements and any related cables, wires or other equipment, and shall restore City Poles to the same conditions as when Licensee received City Poles from City. 5.3 City 's Rights . If Licensee is in default, subject to the applicable notice and cure periods specified in Section 12 .1.3 herein, City may (but shall not be required to) enter upon City Poles, ( except in the case of an emergency, in which case no notice shall be required), to perform obligations on Licensee's behalf and put the City Poles and/or Antenna in good order, condition and repair, and the cost, together with interest at the maximum rate then 7 allowable by law, shall become due and payable as additional rent to City with Licensee's next rental installment, provided , however, in the case of a non -emergency, City shall notify Licensee of City's intention to perform Licensee 's obligations ten (10) days prior to performing any work on Licensee's behalf. If no rental installment is due to City, these costs shall become due and payable within thirty (30) days from the date of City's invoice . 5.4 City Repair Obligations. City shall have no obligation to repair and maintain neither the City Poles nor the Antenna. Licensee expressly waives the benefit of any statute now or hereinafter in effect which would afford Licensee the right to make repairs at City's expense or to terminate this License because of City's failure to keep City Poles in good order, condition, and repair, provided, however, that where any City Pole becomes structurally inadequate to support the Antenna, Licensee may at its sole cost and expense, and at the reasonable discretion of the City Engineer, replace the City Pole with one that is acceptable to and approved by the Licensor (a "Replacement Pole") and dedicate such Replacement Pole to the City. 5 .5 Improvements . 5.5 .1 Licensee shall pay, when due , all claims for labor or materials furnished or alleged to have been furnished to or for Licensee at or for use on the City Poles, which claims are or may be secured by any mechanic or material lien against the City Poles or any interest therein. Licensee shall give City not less than seven (7) days ' notice prior to the commencement of any work on the City Poles, except that in emergency situations (including loss of service) such notice shall be given as soon as reasonably practicable. If City shall require a surety bond, Licensee shall furnish to City a surety bond satisfactory to City in an amount equal to the contested lien or claim indemnifying City against liability for and holding the City Poles free from the lien or claim. In addition , City shall have the right to require Licensee to pay City's attorneys ' fees and costs in participating in the action if City decides to participate. 5.5.2 Before construction of any improvements are commenced on City Poles, and before any building materials have been delivered to City Poles by Licensee or its agents, Licensee shall comply with the following conditions or procure City's written waiver of the conditions specified: 5.5.2.1 Protection of Adjacent Property, Indemnity of the City. Licensee shall protect the City Property and adjacent property against damage resulting from the performance of work undertaken by Licensee or Licensee's agents, employees, contractors (excluding any damage caused by the active negligence or the willful act of the City) and shall indemnify the City against all liens or liability arising out of the performance of the work or the furnishing of labor, services, materials, supplies, equipment, or power. 5.5.2.2 Insurance. City may require any third party(ies) contractor performing work at the City Poles to maintain workers ' compensation insurance as contractor 's sole cost and expense at all times when any work is in process and shall otherwise conform to the requirements of this License with respect to insurance. 8 5.5.2 .3 Final Inspection. Licensee shall not commence operations on an Antenna in any way without receiving a final inspection of the Antenna from the City. 5 .5.2 .3 Notice of Changes in Plans . Upon completion of the installation of any Antenna, Licensee shall give City notice of all changes in the plans and specifications made during the course of the work and at the same time deliver to City "as built" drawings accurately reflecting all changes, provided that no change that substantially alters the final plans last approved by the City shall be made without the City's prior written approval. 5 .6 City Access. The City or its agents may, with reasonable notice to Licensee, enter onto City Poles at all reasonable times during the term of this License Agreement to determine whether Licensee is complying with the terms and conditions or for any other purpose incidental to rights of the City, provided, however, that such entry shall not interfere with operation of the Licensee's facilities. Licensee shall have the right to be present at any inspections conducted pursuant to this paragraph. 5.7 Third Party Access . Licensee acknowledges that other licensees also have rights to access the City Poles, and that if multiple licensees or licensees request simultaneous access, the City may have to delay Licensee's access to the City Poles to accommodate others or vice versa. 5.8 Licensee Access During Security Alert. During times of high security alert by the Homeland Security Advisory System, Licensee must obtain City's consent to access City Poles . 5.9 Attachment to City Poles . Licensee may only install Antenna designs that are the same as the preapproved designs provided in Exhibit 2, or other such designs that have been expressly approved for a particular location by the City Engineer. 5 .10 Encroachment Permit. Subject to the conditions herein, Licensee shall submit an application for an encroachment permit ("Encroachment Permit") to the Licensor to enter upon the right-of-way and to locate, place, attach, install, operate, maintain, control, remove, reattach, reinstall, relocate, and replace the Antenna on City Poles in the public right-of-way for the purposes of providing telecommunications services. Licensor reserves the right to deny any application for an Encroachment Permit for the installation of an Antenna to City Poles at the sole discretion of the City Engineer. Licensee agrees to abide by decisions made by the City Engineer regarding Antenna placement. 5.11 Replacement Pole. If Licensee selects a Pole that is structurally inadequate to accommodate the Antenna, Licensee may at its sole cost and expense, and at the reasonable discretion of the City Engineer, replace the Pole with a Replacement Pole that is of substantially similar design and appearance as the inadequate pole, and shall dedicate such Replacement Pole to the Licensor. 5.12 Preference for Municipal Facilities. In any situation where Licensee has a choice of attaching its equipment to either City Poles or third -party-owned poles in the public right-of- way, Licensee shall use good faith efforts to attach to City Poles, provided that the City Pole in 9 question is substantially similar to third-party owned poles (i.e., it provides the same functionality, fulfills the same need and can be made available within the same time frame). 5.13 No Interference. Licensee shall not interfere in any manner with the existence and operation of any public and private rights-of-way, sanitary sewers, water mains, storm drains, gas mains, poles, aerial and underground electrical and telephone wires, traffic signals, communication facilities owned by the Licensor, electroliers, cable television, location monitoring services, public safety, and other then existing telecommunications equipment, utility, or municipal property, without the express written approval of the owner or owners of the affected property or properties, except as permitted by applicable law or this License. 5.14 No Authorization to Provide Other Services. Licensee represents, warrants, and covenants that the Antennas installed pursuant to this License will be utilized solely for providing the telecommunications services identified herein. Licensee is not authorized to and shall not use its Antennas to offer or provide any services not specified herein. 5.15 Payment to PG&E of Power Costs. Licensee shall cause a separate electric line to be run to its equipment. Licensee shall pay all electricity costs directly to PG&E or its other electric service provider. Licensee shall not use Licensor's electricity to power its equipment without Licensor's consent. 5.16 Commencement of Installation and Operation. Licensee shall complete installation of Antennas no later than one (1) year after the mutual execution of an applicable Encroachment Permit. Licensee shall commence operation no later than six (6) months after Licensee completes installation, excepting delays due to any force majeure event or the negligence or willful act of Licensor. Failure of Licensee to complete installation or commence operation as provided above shall afford Licensor the right to terminate the relevant Encroachment Permit upon thirty (30) days' notice to Licensee, unless within such thirty (30) day period, Licensee shall commence installation or commence operation, as applicable. 5.17 Relocation and Displacement of Equipment. From time to time, Licensor may require Licensee to relocate its equipment. Upon Licensor's ninety (90) days written notice to Licensee, Licensee shall relocate such equipment at Licensee's sole cost and expense when Licensor reasonably determines that the equipment relocation is necessary for any of the following purposes: (a) if required for the construction, modification, completion, repair, relocation, or maintenance of a Licensor or other public agency project; (b) because the Antenna is interfering with or adversely affecting proper operation of City Poles, traffic signals, communications, or other municipal facilities; or (c) to protect or preserve the public health or safety. Licensor shall use reasonable efforts to provide Licensee with a reasonably equivalent alternate location for its equipment, provided, however, that Licensor and Licensee shall cooperate to the extent possible to assure continuity of service during relocation of Licensee's facilities. If Licensee shall fail to relocate any Antenna as requested by the Licensor in accordance with this provision, Licensor shall be entitled to remove or relocate the equipment at Licensee's sole cost and expense, without further notice to Licensee. Licensee shall pay to the Licensor actual, reasonable and documented cost and expenses incurred by the Licensor in performing any removal work and any storage of Licensee's property after removal within thirty (30) days of Licensor's written demand for such payment. If the City Pole is damaged or downed for any reason ( except for the negligence or 10 willful act of Licensor), and as a result is not able to hold the Antenna safely, the Licensor will have no obligation to repair or replace the City Pole for the use of Licensee's Antenna. Licensee shall bear all risk of loss because of damaged or downed City Poles ( except where caused by the negligence or willful act of Licensor), and may choose to replace City Poles pursuant to the provisions of this License. 5.18 Damages Caused by Licensee . Licensee shall, at its sole cost and expense and to the satisfaction of the Licensor: (a) remove, repair or replace any of its Antennas that are damaged or become detached; and/or (b) repair any damage to public right-of-way, City Property or other property, whether public or private, where such damage under clauses (a) or (b) is caused by Licensee, its agents, employees or contractors in their actions relating to attachment, operation, repair or maintenance of its Antennas. If Licensee does not remove, repair or replace such damage to its Antenna or to the public right -of-way, City Property or other property within a reasonable period of time, the Licensor shall have the option, upon 30 days' prior written notice to Licensee, to perform or cause to be performed such removal, repair, or replacement on behalf of Licensee and shall charge Licensee for the actual, reasonable and documented costs incurred by the Licensor. If such damage causes a public health or safety emergency, as reasonably determined by the Licensor, the Licensor may immediately perform reasonable and necessary repair or removal work on behalf of Licensee and will notify Licensee as soon as practicable. Upon the receipt of a demand for payment from the Licensor, Licensee shall within thirty (30) days of such receipt, reimburse the Licensor for such costs. The terms of this provision shall survive the expiration, completion, or earlier termination of this License. 5.19 Bond Requirement. Licensee shall provide a surety bond to Licensor in the amount of $50,000.00 for the first twenty five installed Antennas to protect Licensor in that event that Licensee fails to remove its Antennas upon termination of this License. The bonding company shall be a United States based entity with legal rights to issue bonds in the State of California. The bond forms shall be in a form approved by the City Attorney. ARTICLE 6 Indemnity and Insurance 6.1 Indemnity. This License is made upon the express condition that Licensee shall indemnify and hold harmless City and its officers, agents and employees against any suits, claims or actions caused by Licensee's use of City Poles or from any act permitted, or any omission to act, in or about the City Poles or City Property by Licensee or its agents, employees, contractors or invitees, including, but not limited to, any injury or injuries to, or death or deaths of, persons or property that may occur, or that may be alleged to have occurred from any cause or causes whatsoever, while in, upon, about or in any way connected with City Poles during the term of this License, or during any holdover tenancy thereof ( except where caused solely by the active negligence or willful misconduct of City, its employees or agents). Licensee agrees to defend any actions, suits or claims and pay all reasonable charges of attorneys and all other costs and expenses arising therefrom. If any judgment is rendered against the City or any of the other individuals enumerated above in any action ( except to the extent the judgment arises from the active negligence or willful misconduct of the City, its employees or agents) Licensee shall, at its expense, satisfy and discharge same. 11 6.2 Insurance. During the term of this License, Licensee shall maintain in full force and affect the following insurance policies: 6.2.1 Commercial general liability policy (bodily injury and property damage); 6.2.2 Worker's Compensation, employer's liability policy; and 6.2.3 Comprehensive automobile liability insurance policy. These policies shall be maintained with respect to employees and vehicles using the City Property with coverage amounts and including the required endorsements, certificates of insurance and coverage verifications as defined in Exhibit "3" attached and incorporated by this reference. ARTICLE 7 Damage, Destruction and Termination 7.1 Nontermination and Nonabatement. Except as provided herein, no destruction or damage to the City Poles by fire, windstorm or other casualty, whether insured or uninsured, shall entitle Licensee to terminate this License, unless City Poles are rendered unusable for the Antenna, in which case Licensee shall be permitted to terminate this License or any Encroachment Permit issued thereunder without any further liability for rent. 7.2 Force Majeure. Prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, inability to obtain labor, materials or reasonable substitutes, governmental restrictions, governmental regulation, governmental controls, judicial orders, enemy, or hostile governmental actions, civil commotion, fire or other casualty, and other causes beyond the reasonable control of Licensee, shall excuse the performance by Licensee for a period equal to the prevention, delay or stoppage, except the obligations imposed with regard to rent to be paid by Licensee pursuant to this License. In the event any work performed by Licensee or Licensee's contractors results in a strike, lockout, and/or labor dispute, the strike, lockout, and/or labor dispute shall not excuse the performance by Licensee of the provisions of this License. 7.3 Waiver. City and Licensee waive the provisions of any statutes, which relate to termination of Licenses when licensed property is destroyed and agree that such event shall be governed by the terms of this License. ARTICLE 8 Taxes 8.1 Personal Property. Licensee shall pay prior to delinquency all taxes, license fees, and public charges assessed or levied against Licensee or Licensee's estate in this License or Licensee's improvements, trade fixtures, furnishings, equipment and other personal property. 8.2 Real Property. Licensee shall pay Licensee's share of all real property taxes (as defined in Section 8.3 below) which become due and payable to City on or before the later of 12 ten (10) days prior to the delinquency, or three (3) days after the date on which Licensee receives a copy of the tax bill and notice of City's determination, including documentation reasonably supporting determination hereunder. Licensee's liability to pay real property taxes shall be prorated based on a three hundred sixty-five (365) day year to account for any fraction or portion of a tax year included in the License Term at the commencement or end of the License. Licensee is not responsible for taxes related to rental income to City under this License . Licensee specifically acknowledges it is familiar with Section 107 .6 of the California Revenue and Taxation Code and realizes that a possessory interest subject to property taxes may be created, agrees to pay any tax, and waives any rights Licensee may have under Revenue and Taxation Code 107 .6. 8.3 Definition. The term "real property taxes" as used herein shall mean: 8.3 .1 All taxes, assessments, levies and other charges, general and special, foreseen and unforeseen, now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against or with respect to (i) value, occupancy, use or possession of City Poles and /or the Improvements, (ii) any improvements, fixtures, equipment and other real or personal property of Licensee that are an integral part of City Poles, (iii) use of City Poles, improvements, public utilities, or energy within City; 8.3.2 All charges, levies, or fees imposed by reason of environmental regulation or other governmental control of City Poles and/or the improvements; 8.3 .3 New excise, transaction, sales, privilege, or other taxes now or hereafter imposed upon City as a result of this License; and 8.3.4 All costs and fees (including attorneys' fees) incurred by City in contesting any real property taxes and in negotiating with public authorities as to any real property taxes affecting the City Poles. If at any time during the Term, the taxation or assessment of the City Poles and/or the improvements prevailing as of the commencement of this License shall be altered, then any tax or charge, however designated, shall be included within the meaning of the term "real property taxes." If any real property taxes are based upon property or rents unrelated to the City Poles and/or the improvements, then only that part of such tax that is fairly allocable to the City Poles and /or the improvements, as determined by City, on the basis of the assessor's worksheets or other available information, shall be included within the meaning of the term "real property taxes." ARTICLE 9 Utilities 9. Licensee shall pay for all power, telephone, and other utilities and services supplied to the Licensee's improvements or equipment, together with any taxes. 13 ARTICLE 10 Signs 10 . Licensee shall not place any signs upon City Poles without prior written consent of City. ARTICLE 11 Assignment and Subletting 11.1 City's Consent Required. Licensee shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, or otherwise transfer or encumber all or any part of Licensee's interest in this License or in City Poles, without City's prior written consent, which consent shall not be unreasonably withheld . City shall respond to Licensee's request for consent in a reasonably timely manner and any attempted assignment, transfer, mortgage, encumbrance, or subletting without such consent shall be void and shall constitute a breach of this License. 11.2 Net Worth Requirements . Notwithstanding the foregoing, Licensee may assign or transfer this Agreement or sublet its equipment attached to the City Poles, or any portion thereof, without the City's consent, to any entity which controls, is controlled by, or is under the common control with Licensee, or to any entity resulting from any merger or consolidation with Licensee, or to any partner of Licensee or to any partnership in which Licensee is a general partner, or to any person or entity which acquires all or substantially all of the assets of Licensee that are the subject of this Agreement, or to any entity which obtains a security interest in a substantial portion of Licensee's assets that are the subject of this Agreement, provided, however, that Licensee shall upon request provide City with documentation demonstrating the financial qualifications of any assignee or transferee covered by this paragraph. 11.3 Third-Party Use of Licensee's Facilities. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. Notwithstanding the foregoing or anything to the contrary in this Agreement, Licensee may provide capacity to Licensee 's customers using, or permit such customers to use, Licensee 's facilities installed on City Poles by Licensee without the consent required in Section 11 .1, provided that Licensee remains solely responsible for such facilities. 11.4 Successors and Assigns. The terms , covenants and conditions contained in this License shall bind and inure to the benefit of the City and Licensee and their successors and assigns. ARTICLE 12 Defaults; Remedies 12 .1 Defaults. The occurrence of any one or more of the following events shall constitute a material default or breach of this License by Licensee: 12 .1.1 The abandonment of the City Poles by Licensee as defined by Civil Code §1951.3 . 14 12.1.2 The failure by Licensee to make any payment of rent or any other payment required to be made by Licensee hereunder, as and when due, where the failure shall continue for a period of ten (10) business days after written notice from City to Licensee. In the event City serves Licensee with a Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer statutes, Notice to Pay Rent or Quit shall also constitute the notice required by this subparagraph. 12 .1.3 The failure by Licensee to observe or perform any of the covenants, conditions, or provisions of this License in any material respect to be observed or performed by Licensee, where the failure shall continue for a period of thirty (30) days after written notice from City to Licensee; provided, however, that if the nature of Licensee's default is that more than thirty (30) days are reasonably required for its cure, then Licensee shall not be deemed to be in default if Licensee commences cure within the thirty (30) day period and thereafter diligently prosecutes the cure to completion. 12.1.4 The making by Licensee of any general arrangement or assignment for the benefit of creditors; Licensee's becoming a "debtor" as defined in 11 U .S .C. § 101 or any successor statute thereto (unless, in the case of a petition filed against Licensee, it is dismissed within sixty (60) days); the appointment of a bankruptcy trustee or receiver to take possession of all or substantially all of Licensee 's assets located at or on City Poles or of Licensee 's interest in this License where possession is not restored to Licensee within thirty (30) days ; or the attachment, execution or other judicial seizure of all or substantially all of Licensee's assets located at the City Poles or of Licensee 's interest in this License, where seizure is not discharged within thirty (30) days . 12.2 Remedies. In the event of any uncured material default or breach by Licensee, City may at any time thereafter, following any notice required by statute, and without limiting City in the exercise of any right or remedy which City may have by reason of default or breach: 12.2.1 Terminate Licensee's right to possession of the City Poles by any lawful means, in which case this License shall terminate and Licensee shall immediately surrender possession of City Poles and improvements to City. In that event, and subject to Section 6.1 of this Agreement, City shall be entitled to recover from Licensee all damages incurred by City by reason of Licensee's default including, but not limited to , the cost of recovering possession of the City Poles, expenses of reletting, including if necessary, removal of improvements and restoration of the City Poles, and reasonable attorneys ' fees, the worth at the time of the award of the unpaid rent that had been earned at the time of termination of this License and the worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of such award exceeds the amount of rental loss for the same period that Licensee proves could be reasonably avoided. 12 .2.2 Maintain Licensee's right to possession, in which case this License shall continue in effect whether or not Licensee shall have abandoned City Poles . In that event, City shall be entitled to enforce all of City's rights and remedies under this License, including the right to recover rent as it becomes due; and 15 12.2.3 Pursue any other remedy now or hereafter available to City under the laws or judicial decisions of the State of California. 12.3 No Relief from Forfeiture After Default. Licensee waives all rights of redemption or relief from forfeiture under California Code of Civil Procedure §§ 1174 and 1179, and any other present or future law, in the event Licensee is evicted or City otherwise lawfully takes possession of the City Poles by reason of any default or breach of this License by Licensee. ARTICLE 13 Termination of License 13.1 Termination by Licensee. Except as provided otherwise herein or by applicable law, Licensee may terminate this License for cause upon the giving of not less than thirty (30) days written notice to City if any of the following occur: 13 .1.1 The failure by City to observe or perform any of the covenants, conditions, or provisions of this License in any material respect to be observed or performed by City, where the failure shall continue for a period of thirty (30) days after written notice from Licensee to City; provided, however, that if the nature of the City's default is such that more than thirty (30) days are reasonably required for its cure, then City shall not be deemed to be in default, if City commenced to cure within a thirty (30) day period and thereafter diligently prosecutes such cure to completion; 13.1.2 Licensee fails to obtain or loses any permits necessary for operation of the Antenna on City Poles; or 13.1.3 Notwithstanding any other provision of this Agreement, Licensee may terminate any Encroachment Permit by giving City at least one hundred eighty days ( 180) days ' notice, provided, however, that Licensee may remove its Antenna from the subject City Pole by giving City at least thirty (30) days' notice. Licensee will not be subject to any penalty or fee for terminating an Encroachment Permit prior to the end of the Term or, if applicable, the then- current Option Term of this Agreement, provided, however Licensee shall forfeit the entire annual Base Rent for the subject site for the year in which said termination occurs. 13 .2 Termination by City. Except as otherwise provided or by applicable law, City may terminate this License or an individual permit for cause upon giving thirty (30) days written notice if any of the following occur: 13 .2.1 Subject to the cure period specified in Section 12 .1.3 of this License, Licensee loses or fails to satisfy any condition of any permit required by City necessary for operation of City Poles as a location for the Antenna. 13.3 Condemnation of Licensed City Poles. Should all or part of the Licensed City Poles be taken by any public or quasi-public agency or entity under the power of eminent domain under the term of this License: 16 13 .3 .1 Either City or Licensee may terminate this License by giving the other thirty (30) days written notice of termination; and 13 .3.2 Any damages and compensation awarded or paid because of the taking shall belong to the City, except for amounts paid by Licensee for moving expenses or for damage to property owned by Licensee and the value of the unexpired Term or Option Term of this License . ARTICLE 14 City's Liability 14 . The term "City" as used herein, shall mean the City only while the City is the owner of the fee title of City Poles . In the event of any transfer of title or interest, the City (and in case of any subsequent transfer, then the grantor) shall, after the date of such transfer, be relieved from all liability with respect to its obligations hereunder occurring after the transfer date, provided that any funds in the hands of City at the time of transfer, in which Licensee has an interest, shall be delivered to the City's grantee. ARTICLE 15 Interest on Past-Due Obligations 15. Except as expressly provided, any overdue amount due to City shall bear interest at the lesser of ten percent (10%) per year or the maximum rate allowable by law from the date due . ARTICLE 16 Holding Over 16. If Licensee remains in possession of City Poles or any part of City Poles after the expiration of the Term or Option Term, the occupancy shall be a tenancy from month to month. All the obligations of this License applicable to Licensee shall remain in effect. The monthly rental obligation shall be two (2) times the Base Rent in effect at the time of expiration. ARTICLE 17 City's Access 17 . City and City's agents shall have the right to access City Poles for the purpose of showing to prospective purchasers, lenders, or licensees, and making alterations, repairs, improvements, or additions to City Poles as City may deem necessary, provided that such activity does not interfere with Licensee's operations . ARTICLE 18 Quiet Possession 18 . Upon Licensee's paying rent for the City Poles and observing and performing all of the covenants, conditions, and provisions required of Licensee, Licensee shall have quiet 17 possession of the City Poles for the entire Term and Option Term(s) subject to all of the provisions of this License. ARTICLE 19 Easements 19 . City reserves to itself, the right, from time to time, to grant such easements, rights, and dedications that City deems necessary or desirable, and to cause the recordation of parcel maps and restrictions, so long as the easements, rights, dedications, maps and restrictions do not materially interfere with Licensee's use of the City Poles . Licensee shall sign any of the aforementioned documents upon request of City and failure to do so shall constitute a material breach of this License, provided, however, that such signature shall not be deemed a waiver of Licensee's rights under this paragraph. ARTICLE 20 General Provisions 20 . l Severability . The invalidity of any provision of this License as determined by a court of competent jurisdiction shall in no way affect the validity of any other provision . 20.2 Time of Essence. Time is of the essence under this License. 20.3 Additional Rent. Any monetary obligations of Licensee to City under the terms of this License shall be deemed to be rent and all references herein to "rent" shall be deemed to include the Base Rent and all other sums paid or payable by Licensee to City. 20.4 Entire Agreement, Modification. This License contains all agreements of the Parties with respect to any matter mentioned herein . No prior agreement or understanding shall be effective. This License may be modified in writing only. 20.5 No Warranty. Except as otherwise stated in this License, Licensee hereby acknowledges that neither the City nor any employees or agents of the City has made any oral or written warranties or representations to Licensee relative to the condition or use by Licensee of the City Poles . Licensee assumes all responsibility regarding the Occupational Safety and Health Act, the legal use and adaptability of City Poles, and compliance with all applicable laws and regulations in effect during the Term of this License. 20.6 Notices. Any notice required or permitted to be given, shall be in writing and may be given by personal delivery or by first class mail, and if given personally or by mail, shall be deemed sufficiently given if addressed to Licensee or to City at the address noted below: 18 Licensee: Mobilitie, LLC 660 Newport Center Drive, Suite 200 Newport Beach, CA 92660 Attn: Legal Department Phone: 877-999-7070 With Copy to: Mobilitie, LLC 660 Newport Center Drive , Suite 200 Newport Beach, CA 92660 Attn: Asset Management Phone: 877-999-7070 City: City Manager City of Cupertino 10300 Torre Avenue Cupertino, CA 95014-3202 Phone:408-777-3200 With Copy to: Randolph Hom City Attorney 20410 Town Center Lane, Suite 210 Cupertino, CA 95014-3255 408-777-3402 Each notice shall specify the License provision pursuant to which it is given. Either Party may, with notice to the other Party, specify a different address or contact person. Notice given under this section shall be deemed in compliance with applicable statutory notice requirements , including Code of Civil Procedure § 1162 . 20 .7 Waivers . No waiver by City or Licensee of any provision shall be deemed a waiver of any other provision or of any subsequent breach by City or Licensee of the same or any other provision. Licensor or Licensee 's approval of any act shall not be deemed to render unnecessary obtaining of the other Party's consent for any subsequent act. The acceptance of rent by City shall not be a waiver of any preceding breach by Licensee of a provision, other than the failure of Licensee to pay the particular rent so accepted , regardless of City's knowledge of the breach at the time of acceptance of rent. 20 .8 Cumulative Remedies. No remedy or election under this License shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 19 20.9 Choice of Law. This License shall be governed and construed by and in accordance with the laws of the State of California, without reference to its conflicts of law principles. If suit is brought by a Party to this License, the Parties agree that trial of such action shall be conducted exclusively in the state courts of California, County of Santa Clara. The language of all parts of this License shall be construed with its fair meaning and not strictly for or against the City or Licensee. 20.10 Condition to Effectiveness of License. The approval of the City Council of City constitutes an express condition precedent to the effectiveness of this License. 20.11 Attorneys' Fees. If either Party brings an action to enforce the terms or declare rights hereunder, the prevailing Party in any such action, shall be entitled to its reasonable attorneys' fees and court costs to be paid by the other Party. 20.12 Brokers. Each Party represents that it has not had dealings with any real estate broker or finder, with respect to this License in any manner. Each Party shall hold harmless the other Party from all damages resulting from any claims that may be asserted against the other Party by any broker, finder, or other person with whom the indemnifying Party has or purportedly has dealt. 20.13 Authority. Each individual executing this License on behalf of Licensee and City represents and warrants that he or she is duly authorized to execute and deliver this License on behalf of said Party. 20.14 Non-Liability of Officials and Employees. No official or employee of City or Licensee shall be personally liable for any default or liability under this License. 20.15 Non-Discrimination. Licensee covenants it shall not discriminate based upon race, color, creed, religion, sex, marital status, age, handicap, national origin, or ancestry in any activity under this License. 20.16 Independent Contractor. It is agreed that Licensee shall act and be an independent contractor and not an agent nor employee of City. 20.17 Conflict of Interest. Licensee shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this License. 20 ~ CITY OF CUPERTINO, CALIFORNIA APPROVED AS TO FORM: ~ RANDOLPH HOM City Attorney A~~tt CityClerk ~ ..--2,(p ~fJ Licensee MOBILITIE , LLC By:~~ Name: &HRISTOPtl'~ &1.,Af;,s Title: .svp~&-~'tf<AI., UiVNb.'f;t... Licensee's Address Telephone: Facsimile /~/~ DA YID BRANDT City Manager "City'' 660 Newport Center Drive, Suite 200 Newport Beach, CA 92660 877-999-7070 "Licensee" 21 ,< ... 0 C cart Or ,_. ';! ;;: Sou t h~1de .,..... ~ ._. C Servi~e Lay~r;,t re~its: q ~ ~ Legend • SiteArea 0 I ., 'I i C -0 <I! > -~ 0 .. Clarendon St ~ C .... 0 .25 l i 80,,,llll•r-~ - ~ ·, <I , tt,.,.,,..,<t., ~ .. 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TOP Of PROPOSED COUCEALME:~~.:~~~~~ ~ {TOP OF EXISTUIG POLE tS',51 t3~~ ~~-~~i~!!:l~sL~~~,i:.~~~ $ t2Te?; ~G~t.1fJ~?E~1~~~ ~~'e~ $ TOP OF PROPOSE~ !,~.u .U!II.T 1$1 .~r·L'\_ ~di- eono1.1 OF PROP!::;?AR~~ ~:~ TOP OF PROP0SE~5~-~.uAug~_ $ BOTTOM OF PROP?_:':?AR~~ ¥~~~; 1$1 TOP OF PROPOSED rn;;~l~~~l. $- EXISTING SIDEWALK STACKED RRU UNIT ELEVATIONS r-----PROPOSEO VERIZON VVIREL ESS CYLltlORICAL All TE Im A (CONCEALEDWITtut/ (tl) StlROUDj 1------EXJSTltlG OR NEW STEEL LIGHT POLE ™ (N)RRUS32UtllT\/'6 PSU AC 08 POWER 11/TERFACE . TYP. OF (2) ~-,I PROPOSED CABLE SIIROUD. TYP. I~ PROPOSED OISCOlltlECT EX ISTltlG STREET SCALE: ~ ? ~ I . FRP COUCEALMENT SHROUD. SKtRT A/ID PEDESTAL BASE SHALL BE PAltlTEO TO MATCH EXISTING LIGHT POLE. 2 DESIGII StlO'l-lll ASSUMES EXCLUSION OF GPS AlHEIWA. 3. DESIGN Stlovvtl Ill BASED ON AMPliE tlOL W8080XOGFX60 AtHEtlllA. COtlCEALMEIH SHROUOI SKIRT BY Vlr\RELESS STRUCTURES COil SU L TiNG. ERICSSOtl RRUS32 UtllTS. 4 OESIGll AtlO HEIGfHS MAY VARY ON A SITE BY SITE BASIS BASED ON EXISTltlG SITE/ POLE CONDITIONS AllD EXISTING POLE MOUIHEO APPURTEtlANCES. ~ ~ I ' , i " ;, TOP OF PROPOSED COtiC~ALI.IENl StlAOUD iJJ-C:-S·-A--:GT. (TOP OF EXISTltlC POLE. ts·.s1 i l;) t30'-0' A.C.L (VARIES PER SITE) l ~ •;wu, 'l .. rl•L-TOPOFEXIS1'HG lUMUfAIRE $ iIJ:1, .} .. ?!:. ~F_E:-:1~!!1!~~·~~~ ~~i~ $ TOP OF PROPOSED Dl~~ill£b:~ $ ill rtr---PROPOSED VERLZOtl 'MRELESS CYLltlDAICAL AtHE.NtlA (CONCEALED v.,nm, (Ill SHROUD) 11 . C0t4CEALMEHT StiROUO ,i----PROPOSED FRP I! PROPOSED WIRELESS (SMARrJ POWER METER CONCEALED \/',1Tliltl COllCEALMEtlT SHROUD !l\\ PROPOSEOSHT. MTL .SKIRT PROPOSED NOTICE SIGllAGE t-----EXJSTltlG OR l~EW STEEL LIGltT POLE ·~ PROPOSED DISCONNECT tM .1 [~1 """'"""· -------- TOP OF PROPOSED PEDES TAL BASE t4'=o' 0]1 :~~~,;~:~,. EOUIPMEIIT VENTILA HON PROPOSED VE.RIZOll WRELESS EOUIPMEtH CONCEALED Vlr\THltl PEDESTAL BASE (2-RRUS 32 U/IITS, 2·DIPlEXERS, 1-FIBER DE.MARC) 0'-0" "f" .,,.,.,..,.,,., c,,n<:""'"'" Ex1s11t10SIBEET 2 1 PEDESTAL BASE ELEVATIONS ,:z::~~-I ?' .,. -~ JAMFS VACCARO A R C H I T E C T, I N C . •tlOOUO[(WAY.UUIIC ,AClflC A I CA •••G<• OJ . .01.lVOl't!Ollfl HJhJ,u /1 FA~ l lfO~N AICHllfCI.COM WWW.NAICH11 (CI.COM . Ci.lEN. _ ···-·-·-·---·-·-.. --·-·-·- @!~ -··----·-·-·---·-· I-r (!) 0 :J t-z I-0 F= UJ UJ 0: UJ -, UJ I': 0 ~ V) ~ 0 VJ <i 0 0 PRE LI MINARY NOT !'OR CONSTRUCTION REV j OATE ISSUE 4112/2016 !PRELIMIUARY FOR REVIEW 411512016 IPRELll,lltl ARY FOR REVIEW 4119/2016 JPREllt.11/l ARY FOR, R~IEW .:i12eiio16 j PREL11.1111ARY FOR REv1Ew 8./112016 j PRELIMINARY FOR REVIEW COllCEPTUAl 5.'8120 17 ] ElEVATl O/l REV. PER CLIEIH COMMEIIT S 513tnol7 j PRELIMltlARY FOR REVIEW COllCEPTUAL 61!.J/2017 I ELEVATIOll REV. PER CLIEIH COl,\MEIITS CONCEPTUA.l. 6114120 17 I ELEVATION REV PER CLIENT COMMEIHS lt<f:5Ef'VJ15AA£1NSIRIJV[NISOf5ERVICEAHOAM! FOA lttlQ.l(l,lrSUSt:SOl[lT\",IIKRESf>(CIIO l>U Pl'IOJ'ECl IHE.SEP!..A1-15SKo\tlNOIM.,._IUIEO u:IIEP=~·:~:::",',~t~~~E FOfll,t.UUOIOIIEF\A.l..SilfAIN«:ll[li,·.o,r coP'tllOH 2011..IA.MUVfoCCAAOJ..IIOIIECI.INC 5HHl111\[ PEDESTAL BASE, STACKED RRU ELEVATIONS SK-12 2'-6" 2'-3 " T' ' 3.Y.i" ~k-' ,;--i;a==l==F===,,.J.; ~ L!.J ~A.J (N) STEEL PEDESTAL BASE , ~ WI LOUVERED PANELS .... IQ ' 0: ~ . . . .. . ,! i~ . (N) RRUS 32 UNIT W/ ii;, 9 , PSU AC 08 POWER 1' ;.. i;1 J/' ~ f: INTERFACE, TYP. OF (2) *--.fl-\J,.._J..J~· tr ' -~ (N) EQUIPMENT ~ ~ / ~ ~ __J :~=~N~;:X::. ~ ~r ,;--'\. TYP . OF (2) PLAN ~ ~"' j" 1--------(N) STEEL LI GHT POLE ~ ! I ' ' T (N) SHT. MTL BASE " c~ PLATE COVER ..J I (N) TWN DIPLE XER . -'Ir--~ IJ' TYP . OF (2) = · -(N) STEE L PEDESTAL BASE ,,, , W/ LOUVER ED PANELS • ~ (N) EQUIPMENT q Ill: I!! c sj ~ MOUNTING FRAME .,. ~ +< ,. is (N) RRUS 32 UNIT W/ " ii ~ ,1 PSU AC 08 POWER _.:::. J ~ INTERFACE , TYP . OF (2) q ~ ., I II (N) FIBER DEMARC ;..~ ~r -1 1- , , (E) CONCRETE SIDEWALK • ~ A : •· ·"'.., .•, • • ~ ·" • '·, . < • I •· • ~ • , • • d • • --'.• . •· •.o • • .. <> •. • 1.li~ f;?JF f-li H li : 4 . ·i I ' i i= i -'H !H i ~JF . ~<C uJ; -I I =::if · .•· . ·.. 11 -1-"iR i l=w co !;::;,ili;;;....;11 !l ·:=jl 4 ·., 1 f . ;.: i -111--tR:J,:;:f ~ .ill~~lt= _ ~ __ ,6, ,. . ., : ,1r-llt::11w· . en 9~'=¥M~. . .,111 ~ ,-.. --;-·--;-' >--:;,_ ~ //',\ !-,=, CD 'l lii, i::::1 ' ·, ' • ll;:::;ili;:::;r w 'U ., / , l l;:: !l I,,. i-n ~-... ..z .. .Jl -:..._ =""=i· :!....J rf) -~ _A 4 ·-l ,,1 ~ -:1 • .· ~ . ...J • . • , \_(N) CONDUIT FOR ai , . .,•. " IC"" POWER/ FIBER I-. ·,d, . 6 .. "# ~ ~ "1 • 4 "' .e. JI. C, . 5 ;4"'.· ._·. ~ -~ -4 ~ 4 . -~~ ~ , • • (N) CONCRETE ~ . .. • , , FOUNDATION • ~ "1 , ~ .. ~-~. 4 ~ ... ~: .. ,{ ., • . "' -' PRELIMINARY SECTION A NO T FOR CONSTRUCTION CLIENT SHEET TITLE ~ JAMES VACCARO CUPERTINO CONCEPTUAL 1CZ!11 A R c H I T E c T, 1 N c. ODAS STREET LIGHT PROJECT PEDESTAL BASE REV DATE ISSUE SHEET NUMBER "~A~~:,g:\;:;.~::: c 1 6191201 7 CONCEPTUAL AI S.608.3670 PHONE I 41 5.963.4471 FAX PEDE STA L BASE s K 1 3 ~:.°:.!~::~~~~g~g~ 2 511412017 CONCE PTU AL • PEDESTAL BASE EXHIBIT "3" Insurance Requirements Licensee shall purchase and maintain the insurance policies set forth below at its sole cost and expense. Such policies shall be maintained for the full Term of this License. The term "City'' shall include the duly elected or appointed council members, commissioners, officers, agents, employees, and volunteers of the City of Cupertino, California, individually or collectively. 1. MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES . On or before the commencement of the Term of this License, Licensee shall furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with this Exhibit. These certificates, which do not limit Licensee's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall, subject to the terms of the relevant insurance policy, provide thirty (30) days' advance written notice to the City of Cupertino, "Attention: City Manager." Endorsements naming the City as additional insured shall be submitted with the insurance certificates. The following policies shall be maintained with insurers authorized to do business in the State of California and shall be issued under forms of policies satisfactory to the City: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $1,000,000 each occurrence $2,000,000 aggregate -all other Property Damage: $500,000 each occurrence $1,000,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $2,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automobile liability coverage in the following minimum limits: Bodily injury: Property Damage: Combined Single Limit: $500,000 each occurrence $500,000 each occurrence or $1,000,000 each occurrence 2. SUBROGATION WAIVER: Licensee agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Licensee shall look solely to its insurance for recovery. Licensee hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Licensee or City with respect to the services of Licensee, a waiver of any right to subrogation, which any insurer of the Licensee may acquire against City by virtue of the payment of any loss under the msurance. 3 . ABSENCE OF INSURANCE COVERAGE. City may, with reasonable notice to Licensee, direct Licensee to immediately cease all activities with respect to this License if it determines that Licensee fails to carry, in full force and effect, all insurance policies with coverages at or above the limits specified in this License . Any delays or expense caused due to stopping of work and change of insurance shall be considered Licensee's delay and expense. At the City's discretion, under conditions of lapse, City may purchase appropriate insurance and charge all costs related to such policy to Licensee. 4 . PROOF OF INSURANCE COVERAGE AND COVERAGE VERIFICATION. A Certificate of Insurance, on an Accord form , and completed coverage verification shall be provided to City by each of Licensee 's insurance companies as evidence of the stipulated coverages prior to the Commencement Date of this License, and annually thereafter for the term of this License. All of the insurance companies providing insurance for Licensee shall have, and provide evidence of, a Best Rating Service rate of A VI or above . The Certificate of Insurance and coverage verification and all other notices related to cancellation or non-renewal shall be mailed to: City Clerk City of Cupertino 10300 Torre Avenue Cupertino, CA 95014-3202 ~ MOINV-3 OP ID: NM ., .. CERTIFICATE OF LIAB IL ITY INSURANCE I DATE (MM/ODIYYYY) 05/24/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CO NSTITUTE A CONTRACT BETWEEN THE ISSUIN G INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pDlicy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~~~~~cT Brent Jetton, AAI, CIC Silverstone Insurance Services fJ:?tEo Ext): 909-980-4211 I FA X Jetton & Assoc Ins Svs Inc (AJC Nol : 909-980-4785 P.O. Box 1200 (Lie #OC04829) E-M AIL ADDRESS : Rancho Cucamonga,, CA 91729-1200 Brent Jetton, AAI, CIC INSURER(S) AFFORDING COVERAGE NAIC# 1NsuRERA : Federal Insurance Company 20281 INSURED Mobilitie , LLC 1NsuRER B : Great American E&S Ins Co 37532 660 Newport Center Dr. #200 1NsuRERc : Underwriters Lloyds London IL 15792 Newport Beach , CA 92660 INSURERD : INSURERE : INSURERF: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN IS SUED TO THE INSURED NAMED ABOVE FOR THE POLIC Y PERIOD INDICATED . NOTWITHSTANDING ANY REQUIREMENT , TERM OR CONDITION OF AN Y CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WH ICH THIS CERTIF ICATE MAY BE ISSUED OR MAY PERTAIN , THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJE CT TO ALL THE TERMS , EXCLUSIONS AND COND ITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . INSR ,~ /~~~Ji6'lv'v'v'vi 1MM7o'r:im'YY) LTR TYPE OF INSURANCE •••~n '""'~ POLIC Y NUMBER LIM ITS GENERAL LIABILITY EAC H OCCURR ENC E $ 1,000,000 -A X COMMERCIAL GENERAL LIABILITY 36036868 11/11/2016 11/11/2017 ~~~H ~E~c:~~~~~rencel $ 1,000,00C 1 CLAIMS-MADE 0 OCCUR MED EXP (Any one person) $ 10,000 CONTRACTUAL LIAB PERSONAL & ADV INJURY $ 1,000,00C -GENERAL AGGREGATE $ 2,000,00C - GEN 'L AGGREGATE LIMIT APP LIE S PER: PROD UCTS -COMP/O P AGG $ 2,000,000 1 POLICY n r:;~f?r [xl LOC $ AUTOMOBILE LIABILITY COMBINED SING LE LI MIT 1,000,000 (Ea accident\ $ ~ A X ANY AUTO 73591570 11/11/2016 11/11 /2017 BODILY INJURY (Per person) $ -AL L OWN ED -SCHED ULED AUTOS AUTOS BODILY INJURY (Per accide nt) $ --NON -OWNED PROP ERTY DAMAG E X HIRED AUTOS X AUTOS (PER ACC IDENT) $ --$ X UMBRELLA LI AB ~ OCCUR EACH OCCURRENCE $ 5,000,00C A EXCESS LIAB CLAIMS-MADE 79897229 11/11 /2016 11 /11/2017 AGGR EGATE $ 5,000,00C OED I I RET ENT ION $ $ Follow Forrr WORKERS COMPENSATION X I WC STATU-I IOTH - AND EMPLO YERS ' LI ABILITY TORY LI MI TS ER Y/N A ANY PROPRIETOR/PARTNER/E XECUTIV E D 71749062 11/11 /2016 11/11/2017 E.L. EACH ACCIDENT $ 1,000,000 OFFIC ER/MEMB ER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 ~~;M~-f1~J ~~dOPERATIONS below E.L. DISEASE -POLICY LIMI T $ 1,000,000 B Pollution Liab PRE315985701 02/09/2016 11/11/2017 EaClm/Agg 5,000,000 C Professional Liab PMOBI000916 08 /31 /2016 08/31/2017 EaClm/Agg 5,000,00C DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 10 1, Additional Remarks Sch edu le, if more spac e is requir ed) City o f Cupertino is named as an additional insured with resp ects t o general liability if required by written contract , agreement o r permit. CERTIFICATE HOLDER CANCELLATION CUPERTN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS . 10300 Torre Avenue Cupertino,, CA 95014 AUTHOR IZED REPRESENTATI VE /!all~~-I © 1988-2010 ACORD CORPORATION. All rights reserv ed. ACORD 25 (2010/05) The ACORD name and logo are regist ered marks of ACORD 1110bilitie m1 elllgen1 infrastructu,e December 21, 2018 VIA FEDEX AND E-MAIL Grace Schmidt 10300 Torre Avenue Cupertino, CA 95014 RE: Mobilitie, LLC Certificate of Insurance Dear Ms. Schmidt, Mobilitie. LLC 2955 Red Hill Avenue. Suite 200 Costo Mesa. CA 92626 www.mobiliiie.com Enclosed is Mobilitie, LLC's latest certificate of insurance pursuant to the Small Cell License Agreement between the City of Cupertino and Mobilitie, LLC dated May 16, 2017 . If you have any questions, I can be contacted at (657) 261-3893, or by email at jmenicucci@mobilitie.com . Best, MOBILITIE, LLC Jonathan Menicucci Agreements Specialist Enclosure (1) CONF IDENTIALITY r,OTICE I The messc,ge contains confiden1,al and p,oprieto,y informo1 ion, in cluding oil ottochrnen1s 0f any) to 111• n ,essoge even if suc1·, ottochrnen1s rne not sepo1ately marked os confidentat and/01 praprieto~·. Such informotbn • exclusively to, t11e octdressee(s) and no others. unless and to th e extent express lv sto1ecl obove to tt1e controry If the recipient of tl1is message is not the oddressee. such recipient is prohibiled from reodng or using tl1is message in any wov If vou hove receivecl this message IJV m,stoke please coll us ,m, nectKJfely and destro\' ti 1a messoge and oil ottocl ,ments MOINV-3 OP ID: NM ACORD CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~-12/20/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND , EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER , AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~~~tCT Brent Jetton, AAI , CIC Silverstone Insurance Services WBi~ Extl: 909-980-4211 I FAX 909-980-4 785 Jetton & Assoc Ins Svs Inc (A/C , No): P.O . Box 1200 (Lie #OC04829) E-MAIL ADDRESS : Rancho Cucamonga,, CA 91729-1200 INSURER(S ) AFFORDING COVERAGE Brent Jetton, AAI, CIC NAIC# INSURER A: Federal Insurance Company 20281 INSURED Mobilitie, LLC INSURER B :Great American E&S Ins Co 37532 660 Newport Center Dr. #200 1NsuRERc :Underwriters Lloyds London IL 15792 Newport Beach, CA 92660 INSURERD : INSURERE : INSURERF : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY TH AT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED . NOTWITHSTANDING ANY REQUIREMENT , TERM OR CONDITI ON OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI S CERTIFICATE MAY BE ISSUED OR MAY PERTAIN , THE INSURAN CE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJE CT TO ALL THE TERMS , EXCLUSION S AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAlD CLAIMS . IN :>t< TYPE OF INSURANCE '"'"'~ :SUtlt ,~~roolYYYYl ,~g\-&i~ LIMITS LTR "'"c "n,n POLI CY NUMBER GENERAL LI ABILITY EACH OCCURRENCE $ 1,000,00( f--u "'v"'"c: I U Rt:N,c:u A X COMMERCIAL GE NERAL LIAEILITY X X 36036868 11/11/2018 11/11/2019 PR EMI SES (Ea occurrence) $ 1,000,000 ~ :=J CLA IM S-MADE CK] OCCUR MED EXP (Any one perso n) $ 10,000 PERSONAL & ADV INJUR Y $ 1,000,000 ~ CONTRACTUAL LIAB GENERAL AGGREGATE $ 2,000,000 ~ GEN'L AGG REGATE LIMIT APPLIE S PER: PR ODUCT S -COMP/OP AGG $ 2,000,000 n n PRO-PO LI CY JECT fxl LDC $ AUTOMOBILE LIABILITY CO MBINED S INGLE LIM IT 1,000,000 (Ea accident) $ - A X ANY AUTO X X 73591570 11 /11/2018 11/11/2019 BO DILY INJURY (Per perso n ) $ -ALL OWNED ~ SC HEDULED AUTO S AUTO S BODIL Y INJU RY (Per acci dent) $ -f--NON-OWNED PROPERTY DAMAGE HI RED AUTOS AUTOS (PER ACC IDENT ) $ -~ $ X UMBRELLA LIAB ~ OCCUR EACH OCC URRENCE $ 25,000,000 - A EXCESS LIAB CLAIMS -MADE 79897229 11/11/2018 11/11 /2019 AGG RE GATE $ 25,000,000 DED I I RETENTION $ $ Follow Form WOR K ERS COMPENS ATION X I WC STATU-I I OTH- AND EMPLOYERS' LIABILITY TORY LIMITS ER A Y IN X 71749062 11/11/2018 11/11/2019 1,000,000 ANY PROPR IETOR/PARTNER/EXECUT IVE [iJ E .L. EACH ACC IDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. D ISEASE -EA EMPLOYEE $ 1,000,000 II yes, describe under DE SCR IPTION OF OP ERATIONS below E .L. D ISEASE -POLICY LIMIT $ 1,000,000 B Pollution Liab PRE315985703 11/11/2018 11/11/2019 EaClm/Agg 5,000,000 C Professional Liab PMOBI000918 11/11/2018 11/11/2019 EaClm/Agg 5,000,000 DESCRIPTION OF OPERATIONS I LOCATI ONS I VEHICLES (Attach ACORD 101 , Additional Remarks Schedule, if more space is required) City of Cupertino is an additional insured with respects to general liability and auto liability. Waiver of subro gation applies t o general liability , auto liability and work e rs c o mp. *30 Days N OC. CERTIFICATE HOLDER CANCELLATION CACUPER SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue AUTHORIZED REPRESENTATIV E Cupertino, CA 95014 j,~~. I © 1988-2010 ACORD CORPORATION . All rights reserved . ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD CH LI BB'° Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company 3603-68-68 PLE FEDERAL INSURANCE COMP ANY This Endorsement applies to the following forms: GENERAL LIABJLITY Who Is An Insured Additional Insured - Scheduled Person Or Organization Liabllfty Insurance Form 80-02·2367 (Rev. 5-07) Under Who Is An Insured, the following provision is added. Persons or organizations shown in the Schedule are insureds ; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur, in whole or in part, before the execution of the contract or agreernent;and · • with respect to damages, loss, cost or ~xpense for injury or damage to which this insurance appHes. · · No person or organization is an insured under this provision: · • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for in jury or damage, to which this insurance applies, that the person or organization would have in the absence of such coil.tract or agreement. Addltionsl Insured· Schedulsd Person Or Organization continued Endorsement Page 1 CHUBB" Liability Endorsement (continued) Conditions Other Insurance - Primary, Noncontributory Insurance -Scheduled Person Or Organization Liability Insurance Form 80-02-2367 (Rev. 5-07) Under Conditions, the following provision is added to the condition titled Other Insurance. If you are obligated, pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule Persons or organizations that you are obligated, pursuant to a contract or agreement, to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized Representative Additional Insured -Scheduled Person Or Organization last page Endomement Page 2 Conditions (continued) Transfer Or Waiver Of Rights Of Recovery Against Others Liability Insurance Form 80-02-2000 (Rev. 4--01) We will waive the right of recovery we would otherwise have had against another person or organization, for loss to which this insurance applies, provided the insured has waived their rights of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the iosured's rights to recover all or part of any payment made under this insurance have not been waived, those rights are transferred to us. The insured must do nothing after loss to impair them . At our request, the insured will bring suit or transfer those rights to us and help us enforce them. This condition does not apply to medical expenses . :·.··.··>·'.•:-:-:•:•:•:•:-:-:-:-:-:-··-:-:-:-·-:-:- Contract Page24of32 Policy Number 73591570 COMMERCIALAUfOMOBILE THJS ENDORSEMENT CHANGES THE POLICY. PLEASE READ If CAREFUllY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following : BUSINESS AUTO COVERAGE FORM This endorsement modifies the Bush1ess Auto Coverage Form. 1. EXTENDED CANCELLATION CONDIDON Paragraph A2.b. -CANCELLATION -of the COMMON POLICY CONDIDONS form IL 00 17 is deleted and replaced with the following: b. 60 days before the effective date of cancellation if we cancel for any other reason. 2. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or F mmed Organizations As htsW'eds The Named Insured shown in the Declarations is amended to Include: 1. Any legally Incorporated subsidiary in which you own more than 50% ofthevoth1g stock on the effective date of the Coverage Form. However, the Named Insured does not Include any subsidiary that is an ''insured" under any other automobile policy or would be an "insured" under such a policy but for its termination 01· the exhaustion of Its Limit of Insurance. 2. Any organization that Is acquired or fo1med by you and over which you main lain majority ownet·shlp. However, the Named Insured does not include any newly fo1·med or acquired ol'ganizalion: (a) That 1s an "insured" under any other automobile policy; (b) That has exhausted its Limit of Insurance under any other policy: or (c) 180 days or more after its acquisition or formation by you, unless you have given us written notice of the acquisition or formation. Coverage does nol apply to "bodily injury" or "property dan1age" that results from an "accident" lhat occurred before you formed m acquired the organization. B. Employees as Insureds Paragraph A. l. -WHO IS AN INSURED -of SECTION II -LIABILITY COVERAGE ls amended to add the following: d. Any "employee" of yours while ush1g a covered "aulo" you don't own, hire or borrow ii1 your business or your personal affairs . C. Lessors as Insw~ds Paragraph A.1. -WHO IS AN INSURED -of SECTION II -LIABILITY COVERAGE is amended to add the following: e. The lessor of a covered "auto" while the "auto" is leased to you undel' a written agreemen I if: (1) The agreement requires you lo provide direct prlmary insurance for the lessor; and (2) The "auto" is leased without a driver. Such Jeased "auto" will be considered a covered "auto" you own and not a covered "auto'' you hire. However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by : 1. You; 2. Any of your "employees" or agents; or 3. Any person, except the lessor or any "employee" or agent of the lessor, operating an "auto" with the permission of any of 1. and/or 2. above. D. Persons And Organizations As htsumds Under A Written Insmed Contract Paragraph A.1 -WHO IS AN INSURED -of SECTION II -LIABILITY COVERAGE ts amended to add the following: f. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed under an express provision in a written "insured contract", written agreement or a written permit issued to you by a governmental or public authority lo add such person or organization to this policy as an "Insured". However, such person or organization is an "insured" only: Form: 16-02-0292 (Rev. 4-11) Page 1 of 3 '1ncludcs copyrighted material of Insurance Se£vices Office, Inc. with its permission" (1) with respect to the operation, maintenance or use of a covered "auto"; and (2) for "bodily injury" or "property damage" caused by an "accident" which takes place after: (a) You executed the "insured contract" or wtitten agreement; or {b) The permit has been issued to you. 3. FELLOW EMPLOYEE COVERAGE EXCLUSION B.5. -FELLOW EMPLOYEE-of SECTION II -LIABILITY COVERAGE does no1 ·apply. 4. PHYSICAL DAMAGE -ADDIDONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. -TRANSPORTATION EXPENSES - of SECTION ill -PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day for temporary transportation expense, subject to a maximum lhnil of S 1,000. 5. AUTO LOAN/LEASE GAP COVERAGE Paragraph A. 4. -COVERAGE EXTENSIONS -of SECTION ill -PHYSICAL DAMAGE COVERAGE is amended to add the following: c. Unpaid Loan or Lease Amowits In the event of a total '1oss" to a covered "auto", we will pay any unpaid amount due on the loan or lease for a covered "auto" minus: 1. The amount paid under the Physical Damage Coverage Section of the policy: and 2. Any: a Overdue loan/lease payments at the time of the '1oss"; b. Financial penalties Imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor: d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. We will pay for any unpaid amount due on the loan or lease if caused by: 1. Other than Collision Coverage only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; 2. Specified Causes of Loss Coverage only If the Declarations indicate that Specified Causes of Loss Coverage Is provided for any covered "auto"; or 3. Collision Coverage only if the Declarations indicate that Collision Coverage Is provided for any covered "auto. 6. RENTAL AGENCY EXPENSE Paragraph A. 4. -COVERAGE EXfENSIONS -of SECTION III -PHYSICAL DAMAGE COVERAGE is amended to add the following: d. Rental Expense We will pay the following expenses that you or any of your "employees" are legally obligated to pay because of a w1itten contract or agreement entered into for use of a rental vehicle in the conduct of your business: MAXIMUM WE WILL PAY FOR ANY ONE CONTRACT OR AGREEMENT: 1. S2,500 for loss of Income incurred by the rental agency during the period of time that vehicle ls out of use because of actual damage to, or "loss" of, that vehicle, includh1g b1come lost due to absence of that vehicle for use as a replacement; 2 . S 2,500 for decrease h1 trade-in value of the rental vehicle because of actual damage to that vehicle arising out of a covered "loss"; and 3. $2,500 for administrative expenses Incurred by the rental agency, as stated in the contract or agreement. 4. S7,500 maximum total amount for paragraphs l., 2. and 3. combined. 7. EXfRA EXPENSE -BROADENED COVERAGE Paragraph A.4. -COVERAGE EXfENSIONS -of SECTION III -PHYSICAL DAMAGE COVERAGE is amended to add the following: e. Recovei.y Expense We will pay for the expense of returning a stolen covered "auto" to you. 8. AIRBAG COVERAGE Paragraph B.3.a. -EXCLUSIONS -of SECTION ID -PHYSICAL DAMAGE COVERAGE does not apply to the accidental or unintended discharge of an airbag. Coverage ls e.xcess over any other collectible insurance or warranty specifically designed to provide this coverage. 9. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT· BROADENED COVERAGE Paragraph C.2. -LIMIT OF INSURACE -of SECTION III -PHYSICAL DAMAGE is deleted and replaced with the following: 2. S 2,000 is the most we will pay for '1oss" in any one "accident" to all electronic equipment that reproduces, receives or transmits audio, visual or data signals which, at the time of '1oss", is: a. Permanently Installed in or upon the covered "auto" in a housing, openlng or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; b . Removable from a permanently installed housing unit as described in Paragraph 2.a above or Is an Integral part of that equipment; or Form: 16-02-0292 {Rev. 4-11) Page 2 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission'' c. An integral part of such equipment. 10. GLASS REPAIR -WAIVER OF DEDUCTIBLE Under Paragraph D. -DEDUCTIBLE -of SECTION m -PHYSICAL DAMAGE COVERAGE . the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. 1WO OR MORE DEDUCTIBLES Paragraph D.· DEDUCTIBLE -of SECTION ID - PHYSICAL DAMAGE COVERAGE is amended to add the following: If thls Coverage Form and any other Coverage Form or policy Issued to you by us that Is not an automobile policy or Coverage Form applies to the same "accldentn, the following applies: 1. If the deductible under this Business Auto Coverage Form Is the smaller (or smallest) deductible, It will be waived; or 2. If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaDer (or smallest) deductible. 12. AMENDED DUTIFS IN TIIE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Paragraph A.2.a -DUTIES IN TIIE EVENT OF AN ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV. BUSJNF.SS AtrrO CONDITlONS Is deleted and replaced with the following: a In the event of "accident", claim, "suit" or '1oss", you must promptly notify us when the "accident" ls known to: (1) You or your authorized representative, if you are an lndlvidual; (2) A partner, or any authorized representative, if you are a partnership: (3) A member, if you are a limited liability company; or (4) An execulive officer, insurance manager, or authorized representative, If you are an organization other than a partnership or limited liability company. Knowledge of an "accident", claim, "suit" or '1ossh by other persons does not Imply that the persons listed above have such knowledge. Notice to us should include: (1) How, when and where the "accident" or '1oss" occurred: (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any htjured persons or witnesses. 13. WAIVER OF SUBROGATION Paragraph A.5. -TRANSFER OF RIGHTS OF RECOVERY AGAINST OTIIERS TO US of SECTION IV -BUSINESS AUTO CONDITIONS is deleted and replaced with the following: 5 . We will waive the right of recovery we would otherwise bave against another person or organization for '1oss" lo which this insurance applies, provided the "insured" has waived their rights of recovery against such person or organization under a contract or agreement that is entered into before such 'foss". To the extent that the "insured's" rights to recover damages for all or part of any payment made under this Insurance has not been waived, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or '1oss" to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. 14. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. -CONCEALMENT, MISREPRESENTATION or FRAUD of SECTION IV -BUSINESS AUfO CONDIDONS -Is deleted and replaced with the following: If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not void coverage under this Coverage Form because of such failure. 15. AUTOS RENTED BY EMPLOYEES Paragraph B.5. • OTIIER INSURANCE of SECTION IV -BUSINESS AlITO CONDillONS - Is amended lo add the following: e . Any "aulo" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto'' you hire. If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be prlma-y to tbe "employee's" pa-sona Insurance. 16. HmED AUTO -COVERAGE TERRITORY Paragraph B.7.b.(5).(a) -POLICY PERIOD, COVERAGE TERRITORY of SECTION IV - BUSINESS AUTO CONDIDONS Is deleted and replaced with the following: (a) A covered "auto" of the private passenger type is leased, hired, rented or borrowed wlthout a driver for a period of 45 days or less: and 17 . RESULTANT MENTAL ANGUISH COVERAGE Paragraph C. of -SECTION V --DEF1Nill0NS is deleted and replaced by the following: "Bodily injury" means bodily Injury, sickness or disease sustained by any person, including mental anguish or death as a result of the "bodily injury" sustained by that person. Form: 16-02-0292 (Rev. 4-11) Page 3 of 3 '1ncludes copyrighted material of Insurance Services Office, Inc. with its permission" WORKERS' COMPENSATION AND EMPLOYERS' LIABIUTV INSURANCE POLICY wcoo 03 13 WC124 (4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The folbwng "attachng clause" need be completed only when this endorsement is issued subsequent to preparaoon of the polk:y.) This endorsement, effective on Policy No. (18)7174-90-62 issued to MOBILITIE, LLC Endorsement No. (DATE) at 12:01 A. M . standard time, forms a part of of the FEDERAL INSURANCE COMPANY (NAME OF NSURANCE cav1PANY) AuthJrized Representalf.'e We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.* This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Sdleck.ile AS REQUIRED PER WRITIEN CONTRACT WC124 (4-84) WC000313 Copyright 1983 National Council on Compensation Insurance. Page 1 of 1